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Item 1. Financial Statements

2025-10-30 compared with 2025-07-24 · 232 added, 177 removed, 706 unchanged (37% of the section changed)

4 unchanged sentences

(in thousands, except share data)

September 30,

2025 December 31,

18 unchanged sentences

Commitments and Contingencies (Note 9)

Preferred stock ($ .01 par value, 50,000,000 shares authorized, no shares issued or outstanding at June 30, 2025 and December 31, 2024)

Common stock ($ .01 par value, 500,000,000 shares authorized, 283,007,539 and 274,422,549 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively)

Preferred stock ($ .01 par value, 50,000,000 shares authorized, no shares issued or outstanding at September 30, 2025 and December 31, 2024)

Common stock ($ .01 par value, 500,000,000 shares authorized, 283,008,342 and 274,422,549 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively)

Additional paid-in capital 6,609,678 6,209,827

2 unchanged sentences

Total equity attributable to Gaming and Leisure Properties 4,576,306 4,268,562

Noncontrolling interests in GLPI's Operating Partnership ( 8,224,939 units outstanding at June 30, 2025 and December 31, 2024, respectively)

Noncontrolling interests in GLPI's Operating Partnership ( 8,224,939 units outstanding at September 30, 2025 and December 31, 2024, respectively)

379,545 376,962

6 unchanged sentences

(in thousands, except per share data)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

16 unchanged sentences

Interest income 9,720 14,876 23,656 32,173

Loss on debt extinguishment ( 3,783 ) — ( 3,783 ) —

Total other expenses ( 88,122 ) ( 80,829 ) ( 261,392 ) ( 236,877 )

9 unchanged sentences

Net income 248,481 190,100 575,000 584,038

Unrealized gain on cash flow hedges 864 — 864 —

Reclassification of derivative gain to interest expense ( 9 ) — ( 9 ) —

Gain on cash flow hedges 103 — 967 —

Comprehensive income 248,575 190,100 575,958 584,038

21 unchanged sentences

— — — ( 220,933 ) — — ( 220,933 )

Unrealized gain on cash flow hedges — — — — 837 27 864

Gain on cash flow hedges — — — — 837 27 864

Issuance of operating partnership units — — — — — — —

2 unchanged sentences

Balance, June 30, 2025 283,007,539 $ 2,830 $ 6,608,591 $ ( 2,057,380 ) $ 837 $ 378,432 $ 4,933,310

Issuance of common stock, net of costs — — ( 136 ) — — — ( 136 )

Restricted stock and LTIP unit activity 803 — 1,223 — — 311 1,534

Dividends paid ($ 0.78 per common share)

— — — ( 220,940 ) — — ( 220,940 )

Gain on cash flow hedges — — — — 99 4 103

Reclassification of derivative gain on cash flow hedges to interest expense — — — — ( 9 ) — ( 9 )

Distributions to non-controlling interest — — — — — ( 6,492 ) ( 6,492 )

Net income — — — 241,191 — 7,290 248,481

Balance, September 30, 2025 283,008,342 $ 2,830 $ 6,609,678 $ ( 2,037,129 ) $ 927 $ 379,545 $ 4,955,851

Common Stock Additional

19 unchanged sentences

Balance, June 30, 2024 271,500,584 $ 2,715 $ 6,059,956 $ ( 1,928,360 ) $ 370,614 $ 4,504,925

Issuance of common stock, net of costs 2,890,166 29 139,175 — — 139,204

Restricted stock activity

803 — 5,447 — — 5,447

Dividends paid ($ 0.76 per common share)

— — — ( 208,779 ) — ( 208,779 )

Distributions to non-controlling interest — — — — ( 6,145 ) ( 6,145 )

— — — 184,694 5,406 190,100

Balance, September 30, 2024 274,391,553 $ 2,744 $ 6,204,578 $ ( 1,952,445 ) $ 369,875 $ 4,624,752

See accompanying notes to the condensed consolidated financial statements.

3 unchanged sentences

(in thousands, unaudited)

Six months ended June 30, 2025 2024

Nine months ended September 30, 2025 2024

Operating activities

2 unchanged sentences

Depreciation and amortization 214,530 205,221

Amortization of debt issuance costs, bond premiums and original issuance discounts 6,459 5,369

Amortization of items charged to interest expense 9,884 8,172

Amortization of gain on cash flow hedges ( 9 ) —

Accretion on financing receivables ( 20,753 ) ( 21,753 )

4 unchanged sentences

Straight-line rent and deferred rent adjustments ( 20,235 ) ( 46,262 )

Losses on debt extinguishment 3,783 —

Provision (benefit) for credit losses, net 55,611 47,194

(Increase), decrease

Proceeds from swap termination 967 —

Change in operating assets and liabilities

Other assets ( 17,401 ) ( 24,404 )

Increase, (decrease)

Accounts payable and accrued expenses 1,146 ( 636 )

4 unchanged sentences

Investing activities

Capital project expenditures ( 33,941 ) ( 7,064 )

Capital maintenance expenditures ( 157 ) ( 552 )

Capital project and maintenance expenditures ( 57,451 ) ( 15,935 )

Proceeds from sales of property, net of costs 125 1,798

Fundings for the Tropicana Las Vegas Lease — ( 48,550 )

Investment in leases, financing receivables — ( 203,486 )

9 unchanged sentences

Proceeds from issuance of common stock, net 402,902 148,220

Proceeds from issuance of long-term debt 1,292,161 1,189,484

Financing costs ( 12,441 ) ( 12,078 )

Repayments of long-term debt ( 1,825,152 ) ( 463,579 )

Premium and related costs paid on debt extinguishment ( 2,947 ) —

Net cash used in financing activities ( 830,573 ) 206,942

Net decrease in cash and cash equivalents 141,532 ( 589,489 )

Net increase/(decrease) in cash and cash equivalents 289,083 ( 189,848 )

Cash and cash equivalents at beginning of period 462,632 683,983

13 unchanged sentences

GLPI issues equity from time to time and is obligated to contribute the net proceeds from those offerings to GLP Capital.

As of June 30, 2025, GLPI owned 97.0 % of the outstanding units of GLP Capital with the remaining 3.0 % owned by third party limited partners who contributed properties to GLP Capital in exchange for consideration that was partially funded through the issuance of operating partnership units ("OP Units") and holders of long term incentive plan units ("LTIP Units").

As of September 30, 2025, GLPI owned 97.1 % of the outstanding units of GLP Capital with the remaining 2.9 % owned by third party limited partners who (directly or through affiliates) contributed properties to GLP Capital in exchange for consideration that was partially funded through the issuance of operating partnership units ("OP Units") and holders of long term incentive plan units ("LTIP Units").

The OP Units and LTIP Units once vested are exchangeable on a one for one basis for common shares of the Company.

6 unchanged sentences

(1) all facility maintenance, (2) all insurance required in connection with the leased properties and the business conducted on the leased properties, including coverage of the landlord's interests, (3) taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor) and (4) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties.

As of June 30, 2025, GLPI’s portfolio consisted of interests in 68 gaming and related facilities, the real property associated with 34 gaming and related facilities operated by PENN, the real property associated with 6 gaming and related facilities operated by Caesars Entertainment Corporation (NASDAQ:

As of September 30, 2025, GLPI’s portfolio consisted of interests in 68 gaming and related facilities, the real property associated with 34 gaming and related facilities operated by PENN, the real property associated with 6 gaming and related facilities operated by Caesars Entertainment Corporation (NASDAQ:

CZR) ("Caesars"), the real property associated with 4 gaming and related facilities operated by Boyd Gaming Corporation (NYSE:

BYD) ("Boyd"), the real property associated with 15 gaming and related facilities operated by Bally's Corporation (NYSE:

BALY) ("Bally's") and 1 facility under development with Bally's in Chicago, Illinois, the real property associated with 3 gaming and related facilities operated by Cordish, 1 gaming facility managed by a subsidiary of Hard Rock International ("Hard Rock"), 3 gaming and related facilities operated by Strategic Gaming Management, LLC ("Strategic") and 1 gaming and related facility operated by American Racing & Entertainment ("American Racing").

BALY) ("Bally's") and 1 facility under development with Bally's in Chicago, Illinois, the real property associated with 3 gaming and related facilities operated by Cordish, 1 gaming facility owned by 815 Entertainment, LLC ("815 Entertainment") managed by a subsidiary of Hard Rock International ("Hard Rock"), 3 gaming and related facilities operated by Strategic Gaming Management, LLC ("Strategic") and 1 gaming and related facility operated by American Racing & Entertainment ("American Racing").

PENN 2023 Master Lease and Amended PENN Master Lease

On January 1, 2023, the Company amended its original master lease with PENN (the "Amended PENN Master Lease") to remove 5 properties from it and created a new master lease (the "PENN 2023 Master Lease").

On January 1, 2023, the Company amended its original master lease with PENN (the "Amended PENN Master Lease") to transfer five properties to a new master lease (the "PENN 2023 Master Lease").

In addition, the existing leases for the Hollywood Casino at The Meadows in Pennsylvania and the Hollywood Casino Perryville in Maryland were terminated and these properties were transferred into the PENN 2023 Master Lease.

2 unchanged sentences

The rent structure under the Amended PENN Master Lease includes a fixed component, a portion of which is subject to an annual 2 % escalator if certain rent coverage ratio thresholds are met, and a component that is based on the revenues of the facilities, which is prospectively adjusted, subject to certain floors (namely the Hollywood Casino at Penn National Race Course property due to PENN's opening of a competing facility) every 5 years to an amount equal to 4 % of the average net revenues of all facilities under the Amended PENN Master Lease during the preceding five years in excess of a contractual baseline.

GLPI also agreed to fund certain potential development projects in the PENN 2023 Master Lease including, up to $ 225 million for the relocation of PENN's riverboat casino in Aurora at a 7.75 % capitalization rate and, if requested by PENN, up to $ 130 million for the relocation of the Hollywood Casino Joliet, as well as $220 million for the construction of a hotel at Hollywood Casino Columbus and the construction of a second hotel tower at the M Resort Spa Casino each at then current market rates.

As of June 30, 2025, PENN has requested $ 130 million in funding for the Joliet project, which will be subject to a 7.75 % capitalization rate and is expected to be funded at or near the projected opening date of the new casino on August 11, 2025.

The Company also funded $5 million to reimburse PENN for land site development costs for the Joliet project.

GLPI also agreed to fund certain potential development projects in the PENN 2023 Master Lease.

On August 1, 2025, GLPI funded $ 130 million for the relocation of Hollywood Casino Joliet, which opened on August 11, 2025, and is subject to a 7.75 % capitalization rate.

The Company also previously funded $5 million to reimburse PENN for land site development costs for the Joliet project.

On August 11, 2025, PENN requested $ 150 million for its M Resort hotel tower project which will be subject to a capitalization rate of 7.79 % and is expected to be funded in early November 2025.

PENN anticipates completing the relocation of its riverboat casino in Aurora to a land based facility in the first half of 2026.

The Company anticipates funding $ 225 million at a 7.75 % capitalization rate.

Finally, if requested by PENN, GLPI will fund up to $ 70 million for the hard construction costs of a hotel at Hollywood Casino Columbus.

Rent commences as fundings are made for each project.

Amended Pinnacle Master Lease, Boyd Master Lease and Belterra Park Lease

13 unchanged sentences

The Belterra Park Lease rent terms are consistent with the Boyd Master Lease.

On February 12, 2025, Boyd exercised its first 5-year renewal option on both the Boyd Master Lease and the Belterra Park Lease and therefore, both leases now expire on April 30, 2031.

On February 12, 2025, Boyd exercised its first 5-year renewal option on both the Boyd Master Lease and the Belterra Park Lease, both of which now expire on April 30, 2031.

In April 2025, PENN announced its intention to relocate its Ameristar Council Bluffs riverboat casino, for which GLPI has committed up to $ 150 million or the hard costs associated with the project, whichever is greater, at a 7.10% cap rate, which can be structured, at the discretion of PENN, as rent, or a 5-year term loan.

Amended and Restated Caesars Master Lease

15 unchanged sentences

The Company will own all funded improvements, which would be leased to Bally’s with rent commencing as advances are made at an annual yield of 8.5 %.

As of June 30, 2025, no amounts have been funded by the Company.

On September 11, 2024, the Company assumed the ground lease between the existing third party and Bally's for approximately $ 250 million.

As of September 30, 2025, no amounts have been funded by the Company.

On September 11, 2024, the Company assumed the ground lease for the real estate of the Bally's Chicago site between the existing third party and Bally's for approximately $ 250 million.

The ground lease was amended such that the Company receives initial annual rent of $ 20 million.

In July 2025, the Company entered into a Chicago development agreement for Bally's Chicago and amended the existing land lease to include the building (the "Chicago Lease").

In July 2025, the Company entered into a development agreement for Bally's Chicago and amended the existing land lease to include the building (the "Chicago Lease").

The Chicago Lease has an initial term of 15 years, followed by four 5-year renewals, exercisable at the tenant's option.

2 unchanged sentences

Rental income on the land and development funding is being deferred until the project is substantially completed and ready for its intended use.

On December 16, 2024, the Company completed the purchase of the real property assets of both Bally’s Kansas City and Bally’s Shreveport.

The two properties are in a master lease that is cross-defaulted with the existing Bally’s Master Lease (the "Bally's Master Lease II").

On December 16, 2024, the Company completed the purchase of the real property assets of both Bally’s Kansas City Casino and Bally’s Shreveport Casino & Hotel.

The two properties are in a master lease that is cross-defaulted with the existing Bally’s Master Lease ("Bally's Master Lease II").

The annual rent is subject to contractual escalations based on CPI with a 1 % floor and a 2 % ceiling, subject to CPI meeting a 0.5 % threshold.

Bally's Master Lease II has an initial term of 15 years, with no purchase option, followed by four 5 year renewal options (exercisable by the tenant) on the same terms and conditions.

The Company continues to have the option, subject to receipt by Bally's of required consents, to acquire the real property assets of Bally's Twin River Lincoln Casino Resort ("Bally's Lincoln") prior to December 31, 2026 for a purchase price of $ 735 million and additional rent of $ 58.8 million The Company has also been granted a call right to acquire the property, subject only to regulatory approval, beginning on October 1, 2026 at the same terms.

Effective July 1, 2025, the DraftKings at Casino Queen and The Queen Baton Rouge properties in the Casino Queen Master Lease were transferred to Bally's Master Lease II.

Additionally, annual rental income of $ 28.9 million was reallocated from the Casino Queen Master Lease to Bally's Master Lease II.

Effective October 2025, the Company’s option, subject to receipt by Bally’s of required consents, and call right, subject only to regulatory approval, to acquire the real property assets of Bally’s Twin River Lincoln Casino Resort ("Bally's Lincoln") for a purchase price of $ 735 million and additional rent of $ 58.8 million were amended to extend the applicable dates by two years, to December 31, 2028 and October 1, 2028, respectively.

On February 7, 2025, Bally's completed its merger transactions with Standard General L.P.

and its affiliates, and pursuant to the terms of the merger agreement, The Queen Casino & Entertainment ("Casino Queen") is now a subsidiary of Bally's.

and its affiliates, and pursuant to the terms of a definitive merger agreement, among other changes resulting from the merger, The Queen Casino & Entertainment ("Casino Queen") became a subsidiary of Bally's.

The Company has a master lease with Casino Queen which became effective December 17, 2021 (the "Amended and Restated Casino Queen Master Lease").

2 unchanged sentences

Beginning with the seventh lease year through the remainder of the lease term, if the CPI increases by at least 0.25 % for any lease year then annual rent shall be increased by 1.25 %, and if the CPI is less than 0.25 % then rent will remain unchanged for such lease year.

Effective July 1, 2025, the DraftKings at Casino Queen and The Queen Baton Rouge properties in the Casino Queen Master Lease will transition to Bally's Master Lease II.

The associated corporate guarantee has been removed and replaced by guarantees from several Bally's entities.

Additionally, annual rental income of $ 28.9 million will be reallocated from the Casino Queen Master Lease to Bally's Master Lease II.

See Note 16 for additional discussion.

On June 3, 2024, the Company announced that it agreed to fund and oversee a landside move and hotel renovation of The Belle for Casino Queen.

GLPI committed to provide up to approximately $ 111 million of funding for the project, of which $ 59.3 million has been funded as of June 30, 2025.

The landside development is expected to be completed in the fourth quarter of 2025, whereas the hotel opened to the public on March 31, 2025.

GLPI will own the new facility and Casino Queen will pay an incremental rental yield of 9 % on the development funding beginning a year from the initial disbursement of funds, which occurred on May 30, 2024.

Effective July 1, 2025, the DraftKings at Casino Queen and The Queen Baton Rouge properties in the Casino Queen Master Lease were moved to Bally's Master Lease II.

Additionally, annual rental income of $ 28.9 million was reallocated from the Casino Queen Master Lease to Bally's Master Lease II.

On June 3, 2024, the Company announced that it agreed to fund and oversee a landside development project and hotel renovation of The Belle for Casino Queen.

GLPI committed to provide up to approximately $ 111 million of funding for the project, of which $ 75.6 million has been funded as of September 30, 2025.

The landside development is expected to be completed in the fourth quarter of 2025.

The renovated hotel was opened to the public on March 31, 2025.

GLPI will own the new facility.

Casino Queen began paying an incremental rental yield of 9 % on the development funding effective May 30, 2025.

Rent will be deferred on the landside development project until it is ready for its intended use.

On April 16, 2020, the Company and certain of its subsidiaries closed on its previously announced transaction to acquire the real property associated with the Tropicana Las Vegas from PENN in exchange for $ 307.5 million of rent credits which were applied against future rent obligations due under the parties' existing leases during 2020.

On September 26, 2022, Bally’s acquired both GLPI’s building assets and PENN's outstanding equity interests in Tropicana Las Vegas for an aggregate cash acquisition price, net of fees and expenses, of approximately $ 145 million.

31 unchanged sentences

Annual rent increases by 1.75 % upon the second anniversary of both leases commencement through their remaining terms.

On October 27, 2025, the Company announced that it intends to acquire the real estate of the future site for Live!

Virginia Casino & Hotel, a Cordish Company / Bruce Smith Enterprise casino and hotel development in Petersburg, Virginia.

In addition, GLPI has committed to fund the hard costs associated with the development of the project.

The cap rate on both the land acquisition of $ 27 million and the hard cost development funding of $ 440 million will be at 8.0 %.

The transaction also includes a 1.75 % rent escalator, which will commence after the first anniversary of the permanent casino opening, which is anticipated in late 2027.

Through the construction of this large-scale development, GLPI will be compensated for the funding on an as drawn basis and rent will be deferred until the facility is ready for its intended use.

Rockford Lease and Rockford Loan

On August 29, 2023, the Company acquired the land associated with a casino development project in Rockford, IL, that opened in late August 2024 and is managed by a subsidiary of Hard Rock, from an affiliate of 815 Entertainment, LLC ("815 Entertainment").

Simultaneously with the land acquisition, GLPI entered into a ground lease with 815 Entertainment for a 99 -year term (the "Rockford Lease").

3 unchanged sentences

On January 1, 2025, the Company amended the terms of the Rockford Loan to reduce the interest rate to 8 % with a maturity date of June 30, 2026, subject to a 6-month extension.

As of June 30, 2025, $ 150 million was advanced and outstanding under the Rockford Loan.

As of September 30, 2025, $ 150 million was advanced and outstanding under the Rockford Loan.

Additionally, the Company also received a right of first refusal on the building improvements of the Hard Rock Casino in Rockford, IL if there is a future decision to sell them once completed.

Tioga Downs Lease

On February 6, 2024, the Company acquired the real estate assets of Tioga Downs Casino Resort ("Tioga Downs") in Nichols, NY from American Racing.

On February 6, 2024, the Company acquired the real estate assets of Tioga Downs Casino Resort ("Tioga Downs") in Nichols, New York from American Racing.

Simultaneous with the acquisition, GLPI and American Racing entered into a triple-net lease agreement for an initial 30 -year term, with no purchase option, followed by two renewal options of 10 years each and a third renewal option of approximately 12 years and ten months (the "Tioga Downs Lease").

4 unchanged sentences

The initial annual rent is subject to a 2 % annual escalation beginning in year three of the lease and a CPI-based annual escalation beginning in year eleven of the lease, at the greater of 2 % or CPI capped at 2.5 %.

On October 15, 2025, the Company acquired the real estate assets of Sunland Park Racetrack and Casino ("Sunland Park") in Sunland Park, New Mexico for $ 183.75 million.

The property was added to the Strategic Gaming Leases and annual rent was increased by $ 15.0 million.

In September 2024, the Company entered into a $ 110 million delayed draw term loan facility with the Ione Band of Miwok Indians (the "Ione Loan") to provide the tribe funding on a new casino development near Sacramento, California.

Ione has an option at the end of the Ione Loan term to satisfy the loan obligation by converting the outstanding principal into a long-term triple net lease with an initial term of twenty-five years and a maximum term of forty-five years.

These agreements were

entered into subsequent to receiving a declination letter from the National Indian Gaming Commission covering the transaction documents, including the long-term lease.

As of June 30, 2025, $ 25.8 million was advanced and outstanding under the Ione Loan which has a 5-year term.

Ione has an option at the end of the Ione Loan five-year term to satisfy the loan obligation by converting the outstanding principal into a long-term triple net lease with an initial term of twenty-five years and a maximum term of forty-five years.

These agreements were entered into subsequent to receiving a declination letter from the National Indian Gaming Commission covering the transaction documents, including the long-term lease.

As of September 30, 2025, $ 39.3 million was advanced and outstanding under the Ione Loan.

Dry Creek Rancheria Loan

On September 2, 2025, the Company announced, subject to all necessary permits and approvals, a $ 225 million commitment to serve as the lead real estate financing partner for a new, integrated resort, Caesars Republic Sonoma County, that will be developed on the site of the current River Rock Casino.

Pursuant to its agreements with the Dry Creek Rancheria Band of Pomo Indians ("Dry Creek"), GLPI will initially act as a lender to the project, with a delayed draw term loan of $ 180 million with a 12.50 % fixed rate, and a $ 45 million term loan B, issued at an original issue discount of 3%, bearing interest at SOFR plus 900 basis points, with a SOFR floor of 1%.

Upon, or prior to, maturity of the 6-year term loans, Dry Creek will lease the property to an affiliate of GLPI for a 45 -year term, for no less than $ 112.5 million, and GLPI will sublease the property back to an affiliate of Dry Creek.

Annual rent on the sublease will be based on a 9.75 % capitalization rate.

Basis of Presentation

11 unchanged sentences

Actual results could differ from those estimates.

Operating results for the three and six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

The consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2024 (our "Annual Report") should be read in conjunction with these condensed consolidated financial statements.

Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

The consolidated financial statements contained in our Annual

Report on Form 10-K for the year ended December 31, 2024 (our "Annual Report") should be read in conjunction with these condensed consolidated financial statements.

The December 31, 2024 financial information has been derived from the Company’s audited consolidated financial statements.

1 unchanged sentence

Derivative Financial Instruments

During the three month period ended June 30, 2025, the Company entered into a forward starting interest rate swap indexed to USD-SOFR, with a $ 100 million notional and a ten year term.

The swap was designated as a cash flow hedge to mitigate the risk of variability in future interest payments associated with the expected issuance of senior unsecured notes.

The derivative instrument is recorded at fair value in either Other Assets or Other Liabilities on the Balance Sheet, with changes in fair value recognized in Other Comprehensive Income (OCI) in the statement of operations and comprehensive income, as the hedge qualifies for cash flow hedge accounting under ASC 815.

During the nine month period ended September 30, 2025, the Company entered into a forward starting interest rate swaps indexed to USD-SOFR, with notionals totaling $ 300 million all of which had ten year terms.

The swaps were designated as cash flow hedges to mitigate the risk of variability in future interest payments associated with the expected issuance of senior unsecured notes.

The derivative instruments were recorded at fair value in either Other Assets or Other Liabilities on the Balance Sheet, with changes in fair value recognized in Other Comprehensive Income (OCI) in the statement of operations and comprehensive income, as the hedge qualifies for cash flow hedge accounting under ASC 815.

The Company formally documented the hedge relationship at the contract's inception, including the identification of the hedging instrument and the hedged expected transaction, risk management objectives, and the method used to assess hedge effectiveness.

2 unchanged sentences

Amounts previously recorded in OCI are reclassified to earnings as the hedged interest payments are recognized.

During the three month period ended September 30, 2025, the Company issued $1.3 billion in senior unsecured notes (See Note 7 for additional details) and terminated the interest rate swaps described above.

The Company received a net cash payment of approximately $1.0 million which will be recognized as a reduction in interest expense over 10 years.

Investment in leases, net

2 unchanged sentences

The following is a summary of the balances of the Company's Investment in leases, financing receivables and investment in leases, sales type (in thousands).

2025 June 30,

September 30,

2025 September 30,

2025 December 31,

7 unchanged sentences

Investment in leases, net $ 248,325 $ 2,312,640 $ 254,821 $ 2,333,114

The present value of the net investment in the lease payment receivable and unguaranteed residual value at June 30, 2025 for the Company's Investment in leases, financing receivables was $ 2,300.4 million and $ 80.5 million compared to $ 2,290.0 million and $ 77.1 million at December 31, 2024.

The present value of the net investment in the lease payment receivable and unguaranteed residual value at June 30, 2025 for the Company's Investment in leases, sales type was $ 255.9 million and $ 22.6 million compared to $ 256.7 million and $ 21.8 million at December 31, 2024.

At June 30, 2025, minimum lease payments owed to us for each of the five succeeding years under the Company's investment in leases were as follows (in thousands):

The present value of the net investment in the lease payment receivable and unguaranteed residual value at September 30, 2025 for the Company's Investment in leases, financing receivables was $ 2,305.7 million and $ 82.2 million compared to $ 2,290.0 million and $ 77.1 million at December 31, 2024.

The present value of the net investment in the lease payment receivable and unguaranteed residual value at September 30, 2025 for the Company's Investment in leases, sales type was $ 255.6 million and $ 22.9 million compared to $ 256.7 million and $ 21.8 million at December 31, 2024.

At September 30, 2025, minimum lease payments owed to the Company for each of the five succeeding years under the Company's investment in leases were as follows (in thousands):

Year ending December 31, Future Minimum Lease Payments - Sales Type Future Minimum Lease Payments - Financing Receivables

18 unchanged sentences

We are unable to use our historical data to estimate losses as the Company has no loss history to date on its lease portfolio.

Our tenants were current on all of their rental obligations as of June 30, 2025 and December 31, 2024.

Our tenants were current on all of their rental obligations as of September 30, 2025 and December 31, 2024.

The change in the allowance for credit losses for the Company's investment in leases is illustrated below (in thousands):

Balance at December 31, 2024 Change in Allowance Balance at March 31, 2025 Change in Allowance Balance at June 30, 2025

Balance at December 31, 2024 Change in Allowance Balance at March 31, 2025 Change in Allowance Balance at June 30, 2025 Change in Allowance Balance at September 30, 2025

Maryland Live!

7 unchanged sentences

Totals $ 57,746 $ 36,014 $ 93,760 $ 46,223 $ 139,983 $ ( 34,515 ) $ 105,468

Balance at December 31, 2023 Change in Allowance Balance at March 31, 2024 Change in Allowance Balance at June 30, 2024

Balance at December 31, 2023 Change in Allowance Balance at March 31, 2024 Change in Allowance Balance at June 30, 2024 Change in Allowance Balance at September 30, 2024

Maryland Live!

5 unchanged sentences

Strategic Lease — — — 856 856 ( 3 ) 853

Tropicana Las Vegas Lease — — — — — 21,293 21,293

Totals $ 21,971 $ 22,204 $ 44,175 $ ( 3,322 ) $ 40,853 $ 26,634 $ 67,487

The amortized cost basis of the Company's investment in leases, financing receivables by year of origination is shown below as of June 30, 2025 (in thousands):

Origination year Investment in leases, financing receivables Allowance for credit losses Amortized cost basis at June 30, 2025

The amortized cost basis of the Company's investment in leases, financing receivables by year of origination is shown below as of September 30, 2025 (in thousands):

Origination year Investment in leases, financing receivables Allowance for credit losses Amortized cost basis at September 30, 2025

Allowance as a percentage of outstanding financing receivable

4 unchanged sentences

Total $ 2,387,935 $ ( 75,295 ) $ 2,312,640 ( 3.15 ) %

The amortized cost basis of the Company's investment in leases, sales type by year of origination is shown below as of June 30, 2025 (in thousands):

Origination year Investment in leases, sales-type Allowance for credit losses Amortized cost basis at June 30, 2025

The amortized cost basis of the Company's investment in leases, sales type by year of origination is shown below as of September 30, 2025 (in thousands):

Origination year Investment in leases, sales-type Allowance for credit losses Amortized cost basis at September 30, 2025

Allowance as a percentage of outstanding financing receivable

2024 $ 278,498 $ ( 30,173 ) $ 248,325 ( 10.83 ) %

During the three and six months ended June 30, 2025, the Company recorded net provisions for credit losses of $ 46.2 million and $ 82.2 million, respectively, related to investments in leases, financing receivables, and sales-type leases.

These provisions were primarily driven by a sequential deterioration in the third-party forward-looking economic outlook used in the Company's CECL reserve calculations.

The macroeconomic forecast as of March 31, 2025, was more pessimistic than the forecast used as of December 31, 2024, resulting in a provision during the three months ended March 31, 2025.

The outlook further deteriorated as of June 30, 2025, leading to an additional provision during the three months ended June 30, 2025.

During the three and six months ended June 30, 2024, the Company recorded a benefit for credit losses of $ 3.3 million and a provision for credit losses of $ 18.9 million, respectively, related to investment in leases, financing receivables.

The benefit in the three months ended June 30, 2024 was primarily due to changes in probability weighting of the economic forecast scenarios used, which are obtained from a third-party provider.

The net provision for the six months ended June 30, 2024, was primarily attributable to a decline in the estimated real estate values underlying the Company's investment in leases, financing receivables.

These values are estimated based on actual and projected trends in the Commercial Real Estate Price Index, which declined as of June 30, 2024, compared to December 31, 2023.

During the three and nine months ended September 30, 2025, the Company recorded a benefit for credit losses of $ 34.5 million and a provision for credit losses of $ 47.7 million, respectively, related to investments in leases, financing receivables, and sales-type leases.

The benefit for the three months ended September 30, 2025 was driven by an improvement in the third-party forward looking economic outlook used in the Company's CECL reserve calculation compared to what was utilized at June 30, 2025.

The provision for the nine months ended September 30, 2025 was primarily driven by the deterioration in the third-party forward-looking economic outlook used in the Company's CECL reserve calculations compared to what was utilized at December 31, 2024.

During the three and nine months ended September 30, 2024, the Company recorded a provision for credit losses of $ 27.7 million and $ 47.2 million, respectively, related to investment in leases, financing receivables.

The provision for the three and nine months ended September 30, 2024 was primarily due to the initial establishment of reserves on the Tropicana Las Vegas Lease which was determined based on the underlying credit quality of the tenant, a decline in the estimated real estate values underlying the Company's Investment in leases, financing receivables and, to a lesser extent, the Company's real estate loans and loan commitments.

The real estate values are estimated based on actual and long term projections of the Commercial Real Estate Price Index which, as of September 30, 2024, have declined relative to December 31, 2023.

Differences in the allowance as a percentage of outstanding financing receivables for leases originated in different calendar years, as shown in the table, reflect various factors, including but not limited to, expected rent coverage ratios and loan-to-value ratios.

2 unchanged sentences

Real estate investments, net, represent investments in rental properties and the corporate headquarters building (excluding our investments in transactions accounted for as real estate loans and investment in leases, financing receivables and investment in leases, sales-type that are described in Notes 5 and 3, respectively) and are summarized as follows:

September 30,

2025 December 31,

6 unchanged sentences

Real estate investments, net $ 8,140,928 $ 8,148,719

As discussed in Note 1, the Company reimbursed PENN $5 million for land site development costs for the new Joliet casino that is being developed.

The increase in buildings and improvements relates to the completion of the hotel development for The Belle.

As discussed in Note 1, the Company reimbursed PENN $5 million for land site development costs for the new Hollywood Casino Joliet that is being developed.

The increase in buildings and improvements relates to the completion of the hotel development for The Belle, along with $ 130 million funded to PENN for the relocation of the Hollywood Casino Joliet.

Construction in progress primarily represents development funding along with related capitalized interest on the Company's development projects.

1 unchanged sentence

The Company entered into the Rockford Loan to fund the construction of the Hard Rock Casino Rockford in Rockford, Illinois.

As of June 30, 2025 and December 31, 2024, the entire $ 150 million commitment was drawn.

As of September 30, 2025 and December 31, 2024, the entire $ 150 million commitment was drawn.

On January 1, 2025, the Company amended the terms of the Rockford Loan to reduce the interest rate to 8 % from 10 % with a maturity date of June 30, 2026, subject to a 6 month extension.

The Company also entered into the Ione Loan for up to $ 110 million, of which $ 25.8 million and $ 15.2 million was drawn as of June 30, 2025 and December 31, 2024, respectively.

The Company also entered into the Ione Loan for up to $ 110 million, of which $ 39.3 million and $ 15.2 million was drawn as of September 30, 2025 and December 31, 2024, respectively.

The following is a summary of the balances of the Company's Real estate loans, net.

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(in thousands)

9 unchanged sentences

Ending balance at June 30, 2025 ( 14,303 ) ( 358 ) ( 14,661 )

Change in allowance 2,126 71 2,197

Ending balance at September 30, 2025

$ ( 12,177 ) $ ( 287 ) $ ( 12,464 )

Rockford Loan

Rockford Loan Ione Loan Total

Balance at December 31, 2023 $ ( 964 ) $ — $ ( 964 )

3 unchanged sentences

Ending balance at June 30, 2024 ( 2,628 ) — ( 2,628 )

The amortized cost basis of the Company's real estate loans, financing receivables by year of origination is shown below as of June 30, 2025 (in thousands):

Origination year Real estate loans Allowance for credit losses Amortized cost basis at June 30, 2025

Change in allowance ( 2,190 ) ( 59 ) ( 2,249 )

Ending balance at September 30, 2024 $ ( 4,818 ) $ ( 59 ) $ ( 4,877 )

The amortized cost basis of the Company's real estate loans, financing receivables by year of origination is shown below as of September 30, 2025 (in thousands):

Origination year Real estate loans Allowance for credit losses Amortized cost basis at September 30, 2025

Allowance as a percentage of outstanding real estate loans

3 unchanged sentences

The real estate loans are subject to CECL, which is described in Note 3.

The Company recorded provision for credit losses of $ 7.1 million and $ 10.1 million for the three month and six month period ended June 30, 2025 on the Company's real estate loans, respectively.

The Company recorded a provision for credit losses of $ 0.9 million and $ 1.7 million for the three month and six months ended June 30, 2024 on the Rockford Loan.

Additionally, the Company recorded a provision of $ 0.4 million and $ 0.6 million during the three month and six month period ended June 30, 2025 on unfunded loan commitments compared to a benefit of $ 1.4 million and $ 1.0 million during the three month and six month period ended June 30, 2024.

The reserves for the unfunded loan commitment are recorded in other liabilities on the Condensed Consolidated Balance Sheets and totaled $ 1.2 million and $ 0.5 million at June 30, 2025 and December 31, 2024, respectively.

The Company's borrowers were current on their loan obligations as of June 30, 2025 and December 31, 2024.

The Company recorded a benefit for credit losses of $ 2.2 million and a provision for credit losses of $ 7.9 million for the three month and nine month period ended September 30, 2025 on the Company's real estate loans, respectively.

The Company recorded a provision for credit losses of $ 2.2 million and $ 3.9 million for the three month and nine months ended September 30, 2024 on real estate loans.

Additionally, the Company recorded a benefit of $ 0.7 million during the three month period ended September 30, 2025 on unfunded loan commitments compared to a benefit of $ 1.2 million and $ 2.2 million during the three month and nine month period ended September 30, 2024.

The reserves for the unfunded loan commitment are recorded in other liabilities on the Condensed Consolidated Balance Sheets and totaled $ 0.5 million at both September 30, 2025 and December 31, 2024, respectively.

The Company's borrowers were current on their loan obligations as of September 30, 2025 and December 31, 2024.

Lease Assets and Lease Liabilities

11 unchanged sentences

Components of the Company's right-of use assets and land rights, net are detailed below (in thousands):

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Right-of use assets - operating leases

4 unchanged sentences

Land rights net, consist of the following:

September 30,

2025 December 31,

3 unchanged sentences

Land rights, net $ 834,379 $ 847,189

As of June 30, 2025, estimated future amortization expense related to the Company’s land rights by fiscal year is as follows (in thousands):

As of September 30, 2025, estimated future amortization expense related to the Company’s land rights by fiscal year is as follows (in thousands):

Year ending December 31,

3 unchanged sentences

Operating Lease Liabilities

At June 30, 2025, payments under the Company's operating lease liabilities were as follows (in thousands):

At September 30, 2025, payments under the Company's operating lease liabilities were as follows (in thousands):

Year ending December 31,

8 unchanged sentences

The components of lease expense were as follows (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

6 unchanged sentences

Supplemental balance sheet information related to the Company's operating leases was as follows:

June 30, 2025

September 30, 2025

Weighted average remaining lease term - operating leases 52.61 years

1 unchanged sentence

Supplemental cash flow information related to the Company's operating leases was as follows:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

11 unchanged sentences

The Company's weighted average discount rate on the fixed minimum annual payments was 5.07% to arrive at the initial lease obligations.

At June 30, 2025, payments under the Company's financing lease liabilities were as follows (in thousands):

At September 30, 2025, payments under the Company's financing lease liabilities were as follows (in thousands):

2025 (remainder of year) $ 675

5 unchanged sentences

Long-term debt is as follows:

September 30,

2025 December 31,

5 unchanged sentences

$ 975 million 5.375 % senior unsecured notes due April 2026

975,000 975,000

$ 500 million 5.750 % senior unsecured notes due June 2028

8 unchanged sentences

800,000 800,000

$ 600 million 5.250 % senior unsecured notes due February 2033

$ 400 million 6.750 % senior unsecured notes due December 2033

2 unchanged sentences

800,000 800,000

$ 700 million 5.750 % senior unsecured notes due November 2037

$ 400 million 6.250 % senior unsecured notes due September 2054

5 unchanged sentences

$ 7,201,213 $ 7,735,877

The following is a schedule of future minimum repayments of long-term debt as of June 30, 2025 (in thousands):

The following is a schedule of future minimum repayments of long-term debt as of September 30, 2025 (in thousands):

2025 (remainder of year) $ 34

4 unchanged sentences

GLP Capital is the primary obligor under the Senior Unsecured Credit Agreement, which is guaranteed by GLPI.

At June 30, 2025, $ 332.5 million was outstanding under the Company's Revolver.

After giving effect to contingent obligations under letters of credit with face amounts aggregating approximately $ 0.4 million, the Company had $ 1,757.2 million of available borrowing capacity under the Revolver as of June 30, 2025.

The weighted average interest rate under the Revolver and term loan credit facility at June 30, 2025 was 5.62%.

At September 30, 2025, $ 332.5 million was outstanding under the Company's Revolver.

The weighted average interest rate under the Revolver and term loan credit facility at September 30, 2025 was 5.46%.

Term Loan Credit Facility

3 unchanged sentences

Senior Unsecured Notes

At June 30, 2025, the Company had $ 6,025.0 million of outstanding senior unsecured notes (the "Senior Notes").

During the six months ended June 30, 2025, the Company redeemed its $ 850 million, 5.250 % senior unsecured notes due June 2025.

At September 30, 2025, the Company had $ 6,350.0 million of outstanding senior unsecured notes (the "Senior Notes").

During the nine months ended September 30, 2025, the Company redeemed its $ 850 million, 5.250 % senior unsecured notes due June 2025, and its $ 975 million, 5.375 % senior unsecured notes due April 2026.

The notes were redeemed with cash on hand.

At June 30, 2025, the Company was in compliance with all required financial covenants on its debt obligations.

In August 2025, the Company issued $ 600 million aggregate principal amount of 5.25 % senior unsecured notes due February 15, 2033, at a price of 99.642 % of the principal amount (the "February 2033 Notes"), and $ 700 million aggregate principal amount of 5.75 % senior unsecured notes due November 1, 2037, at a price of 99.187 % of the principal amount (the "November 2037 Notes").

In connection with the issuances, the Company terminated certain forward starting interest rate swap agreements and will recognize a benefit of approximately $1 million, amortized over ten years as a reduction of interest expense, with respect to the November 2037 Notes.

The Company used the net proceeds from the offering to redeem in full its outstanding $ 975 million aggregate principal amount of 5.375 % Senior Notes due April 2026 (the “April 2026 Notes”), including payment of the related make-whole premium.

The Company intends to use the remaining net proceeds for general corporate purposes, which may include working capital, repayment of indebtedness, capital expenditures, and development or expansion projects at existing or new properties.

The redemption of the April 2026 Notes resulted in the recognition of a debt extinguishment charge of $ 3.8 million, which consisted of the make-whole premium and the write-off of unamortized debt issuance costs and discounts.

At September 30, 2025, the Company was in compliance with all required financial covenants on its debt obligations.

Fair Value of Financial Assets and Liabilities

29 unchanged sentences

Deferred compensation plan assets are included within other assets on the condensed consolidated balance sheets.

Interest rate swaps

The fair value of the Company's interest rate swaps are based on quoted prices on similar instruments in active markets and is considered a Level 2 measurement as defined in ASC 820.

It includes a credit valuation adjustment which was not material to the overall fair value of the instrument.

Long-term Debt

2 unchanged sentences

The estimated fair values of the Company’s financial instruments are as follows (in thousands):

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Value Carrying

9 unchanged sentences

45,175 45,175 38,948 38,948

Interest rate swap

Financial liabilities:

3 unchanged sentences

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

There were no assets or liabilities measured at fair value on a nonrecurring basis during the six months ended June 30, 2025 and 2024.

There were no assets or liabilities measured at fair value on a nonrecurring basis during the nine months ended September 30, 2025 and 2024.

Commitments and Contingencies

6 unchanged sentences

Funding commitments

As of June 30, 2025, the Company has entered into various commitments or call rights to finance/acquire future investments in gaming and related facilities for our tenants.

As of September 30, 2025, the Company has entered into various commitments or call rights to finance/acquire future investments in gaming and related facilities for our tenants.

These are detailed in the table below.

2 unchanged sentences

See Note 1 in the Notes to the Condensed Consolidated Financial Statements for further details.

Description Maximum Commitment amount Amount funded at June 30, 2025

Description Maximum Commitment amount Amount funded at September 30, 2025

Relocation of Hollywood Casino Aurora (1) $ 225 million None

Relocation of Hollywood Casino Joliet (1) $ 130 million None

Construction of a hotel at Hollywood Casino Columbus and a hotel tower at the M Resort $ 220 million None

Relocation of Hollywood Casino Joliet $ 130 million $ 130.0 million

Construction of a hotel tower at the M Resort (2) $ 150 million None

Construction of a hotel at Hollywood Casino Columbus $ 70 million None

Funding associated with a landside move at Ameristar Casino Council Bluffs ( 3 ) None

5 unchanged sentences

Call right to acquire Bally's Lincoln $ 735 million None

(1) On June 6, 2025, PENN gave notice to the Company that it intended to utilize the $130 million commitment for the project.

GLPI expects to fund this amount on August 1, 2025 and will receive a 7.75% cap rate on the funding.

(2) The Company has agreed to fund, if requested by PENN at their sole discretion, on or before March 1, 2029, construction improvements in an amount not to exceed the greater of (i) the hard costs associated with the project and (ii) $150.0 million.

(1) PENN anticipates completing the relocation of its riverboat casino in Aurora to a land based facility in the first half of 2026.

The Company anticipates funding $ 225 million at a 7.75 % capitalization rate.

(2) On August 11, 2025, PENN requested $ 150 million for its M Resort hotel tower project which will be subject to a capitalization rate of 7.79 % which GLPI expects to fund on November 3, 2025.

(3) The Company has agreed to fund, if requested by PENN in their sole discretion, on or before March 31, 2029, construction improvements in an amount not to exceed the greater of (i) the hard costs associated with the project and (ii) $ 150.0 million.

(4) In October 2025, the Company funded $ 125.4 million on this development project.

Revenue Recognition

4 unchanged sentences

The Company assesses whether to include tenant renewal options in its calculation of the lease term based on several factors, including but not limited to, whether its tenants' leases represent substantially all of the tenants' earnings and revenues, the ability of its tenants to sell their leased operations for fair value and whether the initial term of its leases is for a significant period of time.

Details of the Company's income from real estate for the three and six months ended June 30, 2025 was as follows (in thousands):

Three Months Ended June 30, 2025 Six Months Ended June 30, 2025

Details of the Company's income from real estate for the three and nine months ended September 30, 2025 was as follows (in thousands):

Three Months Ended September 30, 2025 Nine Months Ended September 30, 2025

Building base rent $ 303,872 $ 903,969

7 unchanged sentences

Total income from real estate $ 397,610 $ 1,187,721

As of June 30, 2025, the future minimum rental income from the Company's rental properties under non-cancelable operating leases, including any reasonably assured renewal periods, was as follows (in thousands):

As of September 30, 2025, the future minimum rental income from the Company's rental properties under non-cancelable operating leases, including any reasonably assured renewal periods, was as follows (in thousands):

Year ending December 31, Future Rental Payments Receivable Straight-Line Rent Adjustments (1) Future Base Ground Rents Receivable Future Income to be Recognized Related to Operating Leases

21 unchanged sentences

The effect of the conversion of the LTIP Units and OP Units to common shares is excluded from the computation of basic and diluted earnings per share because the exchange of LTIP Units and OP Units into common stock is on a one-for-one basis and all net income attributable to the non-controlling interest holders are recorded as income attributable to non-controlling interests and thus is excluded from net income available to common shareholders.

In accordance

with ASC 260, the Company includes all performance-based restricted shares that would have vested based upon the Company’s performance at quarter-end in the calculation of diluted EPS.

The following table reconciles the weighted-average common shares outstanding used in the calculation of basic EPS to the weighted-average common shares outstanding used in the calculation of diluted EPS for the three and six months ended June 30, 2025 and 2024:

Three Months Ended June 30, Six Months Ended June 30,

In accordance with ASC 260, the Company includes all performance-based restricted shares that would have vested based upon the Company’s performance at quarter-end in the calculation of diluted EPS.

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

7 unchanged sentences

Diluted weighted-average common shares outstanding 283,503 274,798 278,801 272,851

The following table presents the calculation of basic and diluted EPS for the Company’s common stock for the three and six months ended June 30, 2025 and 2024:

Three Months Ended June 30, Six Months Ended June 30,

The following table presents the calculation of basic and diluted EPS for the Company’s common stock for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

11 unchanged sentences

Antidilutive securities excluded from the computation of diluted earnings per share 53 33 54 93

(1) During the three and six months ended June 30, 2025, these awards which are participating securities were accounted for under the two class method and excluded from diluted shares as they are a separate class.

(1) During the three and nine months ended September 30, 2025, these awards which are participating securities were accounted for under the two class method and excluded from diluted shares as they are a separate class.

Common stock issuance

On May 2, 2025, the Company entered into a new continuous equity offering program under which the Company may sell up to an aggregate of $ 1.25 billion of its common stock from time to time through a sales agent in "at the market" offerings (the "2025 ATM Program").

Actual sales will depend on a variety of factors, including market conditions, the trading price of the Company's common stock and determinations of the appropriate sources of funding.

The issuance of securities through the 2025 ATM Program will depend on a variety of factors, including market conditions, the trading price of the Company's common stock and determinations of the appropriate sources of funding.

The Company may sell the shares in amounts and at times to be determined by the Company, but has no obligation to sell any of the shares in the 2025 ATM Program.

5 unchanged sentences

Similarly, in the event the Company enters into a forward sale agreement, it will pay the relevant forward seller a commission of up to 2 % of the sales price of all borrowed shares of common stock sold during the applicable selling period of the forward sale agreement.

As of June 30, 2025, the Company had $ 1.25 billion remaining for issuance under the 2025 ATM Program.

During the three month period ended September 30, 2025, the Company sold 7,589,487 shares of common stock under forward sale agreements, that will raise gross proceeds of $363.3 million subject to certain contractual adjustments.

No amounts are recorded on the Company's balance sheet until the forward is settled (which contractually mature in the third quarter of 2026 but may be settled prior to this time period at the Company's election).

Reflecting the impact of these forward sale agreements, the Company has $ 886.7 million remaining for issuance under the 2025 ATM Program.

On December 21, 2022, the Company commenced a continuous equity offering under which the Company may sell up to an aggregate of $ 1.0 billion of its common stock from time to time through a sales agent in "at the market" offerings (the "2022 ATM Program").

4 unchanged sentences

The OP Units are exchangeable for common shares of the Company on a one-for-one basis, subject to certain terms and conditions.

As partial consideration for the closing of the real property assets under the Tioga Downs Lease that occurred on February 6, 2024, the Company’s operating partnership issued 434,304 newly-issued OP units to an affiliate of Tioga Downs which were valued at $ 19.6 million.

As of June 30, 2025, the Company holds a 97.0 % controlling financial interest in the operating partnership.

As of September 30, 2025, the Company holds a 97.1 % controlling financial interest in the operating partnership.

The operating partnership is a VIE in which the Company is the primary beneficiary because it has the power to direct the activities of the VIE that most significantly impact the partnership's economic performance and has the obligation to absorb losses of the VIE that could be potentially significant to the VIE and the right to receive benefits from the VIE that could potentially be significant to the VIE.

Therefore, the Company consolidates the accounts of the operating partnership, and reflects the third party ownership in this entity as a non-controlling interest in the Condensed Consolidated Balance Sheets.

The Company paid $ 6.5 million and $ 12.8 million in distributions to the non-controlling interest holders concurrently with the dividends paid to the Company's common shareholders, during the three and six month periods ended June 30, 2025.

The Company paid $ 6.2 million and $ 12.3 million in distributions to the non-controlling interest holders concurrently with the dividends paid to the Company's common shareholders, during the three and six month periods ended June 30, 2024.

The Company paid $ 6.5 million and $ 19.3 million in distributions to the non-controlling interest holders concurrently with the dividends paid to the Company's common shareholders, during the three and nine month periods ended September 30, 2025.

The Company paid $ 6.1 million and $ 18.4 million in distributions to the non-controlling interest holders concurrently with the dividends paid to the Company's common shareholders, during the three and nine month periods ended September 30, 2024.

The Company’s net income or loss is allocated to noncontrolling interests based on the respective ownership or voting percentage in the Operating Partnership associated with such noncontrolling interests and is removed from consolidated income or loss on the Condensed Consolidated Statements of Operations in order to derive net income or loss attributable to common stockholders.

1 unchanged sentence

Accumulated Other Comprehensive Income (Loss)

The following table reflects the changes in accumulated other income (loss) related to derivative instruments designated as cash flow hedges for the six months ended June 30, 2025.

Cash Flow Hedges

(in thousands)

Accumulated other comprehensive income (loss) at December 31, 2024 $ —

Other comprehensive income (loss) before reclassifications 864

Reclassification from accumulated other comprehensive income (loss) to earnings —

Accumulated other comprehensive income (loss) at June 30, 2025

Outstanding Derivative Instrument

At June 30, 2025, the unrealized gain in accumulated other comprehensive income relates entirely to a forward starting interest rate swap with a notional amount of $100 million and a ten-year term, which was entered into to hedge the variability in interest rates associated with an expected issuance of senior unsecured notes.

The swap is indexed to USD-SOFR and qualifies for hedge accounting under ASC 815.

The unrealized gain recorded in other comprehensive income reflects the increase in fair value of the swap from the trade date through June 30, 2025, as interest rates have increased since the trade date.

The hedge remains highly effective, and no amounts have been reclassified to earnings as the hedged transaction has not yet occurred.

Instrument Fair Value Balance Sheet Classification Fixed rate Notional Index Maturity

(in thousands)

Forward-starting interest rate swap $ 864 Other assets 3.585 % $ 100,000 USD-SOFR 12/15/2035

The following table lists the dividends declared and paid by the Company during the six months ended June 30, 2025 and 2024:

As discussed in Note 2, the Company had derivative instruments designated as cash flow hedges which it terminated in connection with the August 2025 issuance of Senior Notes.

The amount in other comprehensive income before reclassifications is being amortized as a reduction in interest expense over ten years, which was the life of the derivative instruments.

The amount expected to be amortized out of other comprehensive income to interest expense over the next 12 months is $0.1 million.

The following table lists the dividends declared and paid by the Company during the nine months ended September 30, 2025 and 2024:

Declaration Date Shareholder Record Date Securities Class Dividend Per Share Period Covered Distribution Date Dividend Amount

2 unchanged sentences

May 15, 2025 June 13, 2025 Common Stock $ 0.78 Second Quarter 2025 June 27, 2025 $ 220,743

August 28, 2025 September 12, 2025 Common Stock $ 0.78 Third Quarter 2025 September 26, 2025 $ 220,747

February 26, 2024 March 15, 2024 Common Stock $ 0.76 First Quarter 2024 March 29, 2024 $ 206,340

May 20, 2024 June 7, 2024 Common Stock $ 0.76 Second Quarter 2024 June 21, 2024 $ 206,340

In addition, for the three and six months ended June 30, 2025, dividend payments were made to GLPI restricted stock award holders in the amount of $0.2 million and $0.4 million.

For the three and six months ended June 30, 2024, dividend payments were made to GLPI restricted stock award holders in the amount of $0.3 million and $0.5 million.

August 28, 2024 September 13, 2024 Common Stock $ 0.76 Third Quarter 2024 September 27, 2024 $ 208,538

In addition, for the three and nine months ended September 30, 2025, dividend payments were made to GLPI restricted stock award holders in the amount of $0.2 million and $0.6 million.

For the three and nine months ended September 30, 2024, dividend payments were made to GLPI restricted stock award holders in the amount of $0.2 million and $0.7 million.

Stock-Based Compensation

1 unchanged sentence

Any director, employee or consultant shall be eligible to receive such awards.

The Company issues new authorized common shares to satisfy stock option exercises and restricted stock award releases.

provide for changes to provisions relating to the reuse of unissued shares, (iii) give the board of directors of the Company (the “Board”) and the Compensation Committee of the Board discretion to determine whether and to what extent holders of phantom stock units, if any, will have shareholder rights, and (iv) to remove provisions related to prior plans and awards that no longer apply to the 2013 Plan.

The Company issues new authorized common shares to satisfy restricted stock award releases.

On June 12, 2025, at the 2025 Annual Meeting of Shareholders of GLPI, the Company’s shareholders approved the 2013 Plan to (i) increase the number of shares of common stock reserved for issuance thereunder by 4,500,000 shares, (ii) provide for changes to provisions relating to the reuse of unissued shares, (iii) give the board of directors of the Company (the “Board”) and the Compensation Committee of the Board discretion to determine whether and to what extent holders of phantom stock units, if any, will have shareholder rights, and (iv) to remove provisions related to prior plans and awards that no longer apply to the 2013 Plan.

The Company accounts for stock compensation under ASC 718 - Compensation - Stock Compensation, which requires the Company to expense the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award.

2 unchanged sentences

The Company utilizes a third party valuation firm to measure the fair value of performance-based restricted stock awards and performance-based LTIP awards at the grant date using a Monte Carlo simulation model.

As of June 30, 2025, there was $ 4.8 million of total unrecognized compensation cost for time based restricted stock awards that will be recognized over the grants' remaining weighted average vesting period of 1.61 years.

For the three and six months ended June 30, 2025, the Company recognized $ 2.2 million and $ 4.4 million of compensation expense associated with these awards, compared to $ 1.6 million and $ 5.8 million for the three and six months ended June 30, 2024, within general and administrative expenses on the condensed consolidated statements of income.

The following table contains information on time based restricted stock award activity for the six months ended June 30, 2025:

As of September 30, 2025, there was $ 4.1 million of total unrecognized compensation cost for time based restricted stock awards that will be recognized over the grants' remaining weighted average vesting period of 1.87 years.

For the three and

nine months ended September 30, 2025, the Company recognized $ 0.8 million and $ 5.3 million of compensation expense associated with these awards, compared to $ 1.5 million and $ 7.3 million for the three and nine months ended September 30, 2024, within general and administrative expenses on the condensed consolidated statements of income.

The following table contains information on time based restricted stock award activity for the nine months ended September 30, 2025:

Number of Award

2 unchanged sentences

Released ( 234,948 )

Outstanding at June 30, 2025 242,335

Canceled ( 15,000 )

Outstanding at September 30, 2025 246,202

Performance-based restricted stock awards have a three-year cliff vesting with the amount of restricted shares vesting at the end of the three-year period determined based upon the Company’s performance as measured against its peers.

More specifically, the percentage of shares vesting at the end of the measurement period will be based on the Company’s three-year total shareholder return measured against the three-year total shareholder return of the companies included in the MSCI US REIT index and the Company's stock performance ranking among a group of triple-net REIT peer companies.

As of June 30, 2025, there was $ 15.1 million of total unrecognized compensation cost, which will be recognized over the performance-based restricted stock awards' remaining weighted average vesting period of 1.64 years.

For the three and six months ended June 30, 2025, the Company recognized $ 3.1 million and $ 6.2 million of compensation expense associated with these awards within general and administrative expenses on the condensed consolidated statements of income compared to $ 3.9 million and $ 7.8 million for the corresponding periods in the prior year.

The following table contains information on performance-based restricted stock award activity for the six months ended June 30, 2025:

As of September 30, 2025, there was $ 12.1 million of total unrecognized compensation cost, which will be recognized over the performance-based restricted stock awards' remaining weighted average vesting period of 1.59 years.

For the three and nine months ended September 30, 2025, the Company recognized $ 0.4 million and $ 6.6 million of compensation expense associated with these awards within general and administrative expenses on the condensed consolidated statements of income compared to $ 3.9 million and $ 11.7 million for the corresponding periods in the prior year.

The following table contains information on performance-based restricted stock award activity for the nine months ended September 30, 2025:

Number of Performance-Based Award Shares

2 unchanged sentences

Released ( 488,500 )

Outstanding at June 30, 2025 1,242,000

As of June 30, 2025, there was $ 1.2 million of total unrecognized compensation cost for time based LTIP awards that will be recognized over the grants' remaining weighted average vesting period of 2.51 years.

For the three and six months ended June 30, 2025, the Company recognized $ 0.1 million and $ 2.9 million of compensation expense associated with these awards within general and administrative expenses on the condensed consolidated statements of income and noncontrolling interests on the Company's condensed consolidated balance sheet.

The following table contains information on time based LTIP award activity for the six months ended June 30, 2025:

Outstanding at September 30, 2025 1,162,000

As of September 30, 2025, there was $ 0.5 million of total unrecognized compensation cost for time based LTIP awards that will be recognized over the grants' remaining weighted average vesting period of 2.26 years.

For the three and nine months ended September 30, 2025, the Company recognized a benefit of $ 0.1 million and an expense of $ 2.8 million of compensation associated with these awards within general and administrative expenses on the condensed consolidated statements of income and noncontrolling interests on the Company's condensed consolidated balance sheet.

The following table contains information on time based LTIP award activity for the nine months ended September 30, 2025:

Number of Time-Based LTIP Awards

1 unchanged sentence

Granted 85,000

Outstanding at June 30, 2025 85,000

Outstanding at September 30, 2025 70,000

Performance-based LTIP awards have a three-year cliff vesting with the amount of LTIP awards vesting at the end of the three-year period determined based upon the Company’s performance as measured against its peers.

As of June 30, 2025, there was $ 7.7 million of total unrecognized compensation cost, which will be recognized over the performance-based LTIP awards' remaining weighted average vesting period of 2.51 years.

For the three and six months ended June 30, 2025, the Company recognized $ 0.7 million and $ 1.5 million of compensation expense associated with these awards within general and administrative expenses on the condensed consolidated statements of income and noncontrolling interests on the Company's condensed consolidated balance sheet.

The following table contains information on performance-based LTIP award activity for the six months ended June 30, 2025:

As of September 30, 2025, there was $ 5.7 million of total unrecognized compensation cost, which will be recognized over the performance-based LTIP awards' remaining weighted average vesting period of 2.26 years.

For the three and nine months ended September 30, 2025, the Company recognized $ 0.4 million and $ 1.9 million of compensation expense associated with these awards within general and administrative expenses on the condensed consolidated statements of income and noncontrolling interests on the Company's condensed consolidated balance sheet.

The following table contains information on performance-based LTIP award activity for the nine months ended September 30, 2025:

Number of Performance-Based LTIP Awards

1 unchanged sentence

Granted 340,000

Outstanding at June 30, 2025 340,000

Outstanding at September 30, 2025 280,000

Supplemental Disclosures of Cash Flow Information and Noncash Activities

Supplemental disclosures of cash flow information are as follows:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

3 unchanged sentences

Noncash Investing and Financing Activities

In connection with the rental term changes on the Tropicana Las Vegas Lease during the three months ended September 30, 2024, the Company reclassified this lease from an operating lease to a sales type lease which resulted in a non-cash gain of $3.8 million which represented the fair value of the land at the reassessment date in excess of the carrying value of the land and the additional funding under the lease of $274.7 million.

On May 16, 2024, the Company recorded a non-cash increase to Investment in leases, financing receivables and Financing lease liabilities of $6.1 million associated with the acquisition of certain real estate assets of Strategic.

See Note 15 for further details.

On February 6, 2024, as partial consideration for the closing of the real property assets under the Tioga Downs Lease, the Company’s operating partnership issued 434,304 newly-issued OP units to an affiliate of Tioga Downs which were valued at $ 19.6 million for accounting purposes at closing and assumed debt of $ 63.5 million that was repaid after closing with the offsetting increase to Investment in leases, financing receivables, net.

1 unchanged sentence

Under asset acquisition accounting, incremental transaction costs incurred to acquire the purchased assets are also included as part of the asset cost.

No acquisitions closed during the six months ended June 30, 2025.

No acquisitions closed during the nine months ended September 30, 2025.

Prior year acquisitions

8 unchanged sentences

Total purchase price 110,163

On September 11, 2024, the Company completed its previously announced $ 250 million acquisition of the land on which Bally's permanent casino in Chicago, Illinois is being constructed.

The Company will also fund construction costs of up to $ 940.0 million for certain real property improvements of the project.

Rental income being received on the land is being deferred and will be recognized once the development project is substantially complete and ready for its intended use.

Subsequent Events

Effective July 1, 2025, the Company amended the Casino Queen Master Lease and Bally's Master Lease II to move both the East St.

Louis, IL and Baton Rouge, LA properties to the Bally's Master Lease II.

Annual rent of $ 28.9 million was reallocated from the Casino Queen Master Lease to the Bally's Master Lease II.

Additionally, the default adjusted revenue to rent ratios contained within these two leases as well as the Bally's Master Lease and the Tropicana Lease were amended and are now determined based on the net leverage ratio of the tenant's parent company.

If the tenant's net leverage is greater than 5.5 to 1, then the adjusted revenue to rent coverage for the last two consecutive test periods must be at least 1.35.

If the tenant's parents' net leverage is equal to or less than 5.5 to 1, then the ratio shall be reduced to 1.2.

Finally, the corporate guarantee on the Casino Queen Master Lease was removed and was replaced by a guarantee from several Bally's entities.

In July 2025, the Company entered into the Bally's Chicago development agreement and the Chicago Lease.

The Chicago Lease has an initial term of 15 years followed by four 5-year renewals, exercisable at the tenant's option.

If the CPI increase is at least 0.5 % for any lease year, then the rent shall increase by the greater of 1 % of the rent as of the immediately preceding lease year and the CPI increase capped at 2 %.

If the CPI is less than 0.5 % for such lease year, then the rent shall not increase for such lease year.

Finally, the default adjusted revenue to rent coverage ratio shall be 1.35, subject to various conditions that could lower such ratio to 1.20.

The Chicago Lease is not subject to a corporate guarantee.

On October 15, 2025, the Company acquired the real estate assets of Sunland Park Racetrack and Casino ("Sunland Park") for $ 183.75 million.

The property was added to the Strategic Gaming Lease and annual rent was increased by $ 15 million.

In October 2025, the Company funded $ 125.4 million of development costs for Bally's Chicago and a parent guarantee was added to the Bally's Chicago Lease.

On October 27, 2025, the Company announced that it intends to acquire the real estate of the future site for Live!

Virginia Casino & Hotel, a Cordish Company / Bruce Smith Enterprise casino and hotel development in Petersburg, Virginia.

In addition, GLPI has committed to fund the hard costs associated with the development of the project.

The cap rate on both the land acquisition of $ 27 million and the hard cost development funding of $ 440 million will be at 8.0 %.

The transaction also includes a 1.75 % rent escalator, which will commence after the first anniversary of the permanent casino opening, which is anticipated in late 2027.

Through the construction of this large-scale development, GLPI will be compensated for the funding on an as drawn basis and rent will be deferred until the facility is ready for its intended use.

Effective October 2025, the Company’s option, subject to receipt by Bally’s of required consents, and call right, subject only to regulatory approval, to acquire the real property assets of Bally's Lincoln for a purchase price of $ 735 million and additional rent of $ 58.8 million were amended to extend the applicable dates by two years, to December 31, 2028 and October 1, 2028, respectively.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements