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Item 2. Management’s Discussion and Analysis

2025-10-30 compared with 2025-07-24 · 164 added, 137 removed, 476 unchanged (39% of the section changed)

1 unchanged sentence

The following discussion and analysis of the financial position and operating results of Gaming and Leisure Properties, Inc.

for the three and six months ended June 30, 2025 should be read in conjunction with the Financial Statements and related notes thereto and other financial information contained elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes for the year ended December 31, 2024.

for the three and nine months ended September 30, 2025 should be read in conjunction with the Financial Statements and related notes thereto and other financial information contained elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes for the year ended December 31, 2024.

All defined terms included herein have the same meaning as those set forth in the Notes to the Consolidated Financial Statements contained within this Quarterly Report on Form 10-Q.

3 unchanged sentences

Forward-looking statements include information concerning the Company’s business strategy, plans, goals and objectives.

Forward-looking statements in this document include, but are not limited to, statements regarding our ability to grow our portfolio of gaming facilities.

Forward-looking statements in this document include, but are not limited to, statements regarding our ability to grow our portfolio of gaming facilities and financing commitments.

In addition, statements preceded by, followed by or that otherwise include the words "believes," "expects," "anticipates," "intends," "projects," "estimates," "plans," "may increase," "may fluctuate," and similar expressions or future or conditional verbs such as "will," "should," "would," "may" and "could" are generally forward-looking in nature and not historical facts.

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• our ability to maintain our status as a real estate investment trust ("REIT"), given the highly technical and complex Internal Revenue Code (the "Code") provisions for which only limited judicial and administrative authorities exist, where even a technical or inadvertent violation could jeopardize REIT qualification and where requirements may depend in part on the actions of third parties over which the Company has no control or only limited influence;

• the satisfaction of certain asset, income, organizational, distribution, shareholder ownership and other requirements on a continuing basis in order for the Company to maintain its REIT status;

• our ability to satisfy certain asset, income, organizational, distribution, shareholder ownership and other requirements on a continuing basis in order for the Company to maintain its REIT status;

• the ability and willingness of our tenants and other third parties to meet and/or perform their obligations under their respective contractual arrangements with us, including lease and note requirements and in some cases, their obligations to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities;

• the ability of our tenants to comply with laws, rules and regulations in the operation of our properties, to deliver high quality services, to attract and retain qualified personnel and to attract customers;

• the ability to generate sufficient cash flows to service and comply with financial covenants under our outstanding indebtedness;

• our ability to generate sufficient cash flows to service and comply with financial covenants under our outstanding indebtedness;

• our ability to access capital through debt and equity markets in amounts and at rates and costs acceptable to GLPI, including for the satisfaction of our funding commitments to the extent drawn by our partners, acquisitions or refinancings due to maturities;

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• other risks inherent in the real estate business, including potential liability relating to environmental matters and illiquidity of real estate investments;

• additional factors as discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the "Annual Report"), in this Quarterly Report on Form 10-Q and Current Reports on Form 8-K as filed with the United States Securities and Exchange Commission.

• additional factors as discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the "Annual Report"), and in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K as filed with the United States Securities and Exchange Commission.

You should consider the areas of risk described above, as well as those set forth in the "Risk Factors" section in the Company’s Annual Report and this Quarterly Report on Form 10-Q, in connection with considering any forward-looking statements that may be made by the Company generally.

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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 holds a 97.0% controlling financial interest in the operating partnership.

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

Business Strategy

4 unchanged sentences

Property and lease information

The Company has disclosed the following key terms of its Master Leases and Single Property Leases in the tables below, along with the properties within each lease at June 30, 2025.

The Company has disclosed the following key terms of its Master Leases and Single Property Leases in the tables below, along with the properties within each lease at September 30, 2025.

We believe the following key terms are important for users of our financial statements to understand.

• The Coverage ratio is a defined term in each respective lease agreement with our tenants and represents the ratio of Adjusted EBITDAR to rent expense for the properties contained within each lease.

Adjusted EBITDAR is defined in each respective lease but is generally consistent with the Company's definition of Adjusted EBITDA (as defined on page 42) plus rent expense paid to GLPI.

Adjusted EBITDAR is defined in each respective lease but is generally consistent with the Company's definition of Adjusted EBITDA as described in the Results of Operations section of this Management Discussion and Analysis, plus rent expense paid to GLPI.

• Certain leases have a Minimum Escalator Coverage Ratio Governor as disclosed below.

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GLPI has not independently verified the accuracy of the tenants' information and therefore makes no representation as to its accuracy.

Rent coverage ratios are not reported for ground leases and development projects nor on leases that have been in effect for less than twelve months.

Rent coverage ratios are not reported for ground leases, leases with development projects nor on leases that have been in effect for less than twelve months.

Master Leases

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Yearly Base Rent Escalator Maximum 1.5% (1) 2 %

Coverage ratio at March 31, 2025 1.89 2.14

Coverage ratio at June 30, 2025 1.88 2.13

Minimum Escalator Coverage Governor N/A 1.8

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Yearly Base Rent Escalator Maximum 2 % (2)

Coverage ratio at March 31, 2025 1.69 (3) 2.01

Coverage ratio at June 30, 2025 1.69 (3) 2.00

Minimum Escalator Coverage Governor 1.8 N/A

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Next Reset May-26 N/A

(1) Effective July 1, 2025, this ratio has been revised so that if the tenant's parent'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.

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

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Operator Bally's Bally's

Properties Bally's Kansas City Kansas City, MO DraftKings at Casino Queen East St.

Louis, IL (4)

Bally's Shreveport Shreveport, LA The Queen Baton Rouge Baton Rouge, LA (4)

Casino Queen Marquette Marquette, IA

Belle of Baton Rouge Baton Rouge, LA

Properties Bally's Kansas City Kansas City, MO Casino Queen Marquette Marquette, IA

Bally's Shreveport Shreveport, LA Belle of Baton Rouge Baton Rouge, LA

Draft Kings at Casino Queen (4) East St.

The Queen Baton Rouge (4) Baton Rouge, LA

Commencement Date 12/16/2024 12/17/2021

1 unchanged sentence

Remaining Renewal Terms 20 (4x5 years) 20 (4x5 years)

Corporate Guarantee Yes Yes (4)

Corporate Guarantee Yes (5)

Master Lease with Cross Collateralization Yes Yes

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Yearly Base Rent Escalator Maximum (2) (3)

Coverage ratio at March 31, 2025 2.72 2.26

Coverage ratio at June 30, 2025 2.78 N/A

Minimum Escalator Coverage Governor N/A N/A

3 unchanged sentences

Next Reset N/A N/A

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

For the Casino Queen Master Lease the test begins on the first anniversary after both development projects are completed and open to the public.

(2) 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%.

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Beginning in 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.

(4) Effective July 1, 2025, these properties were transferred to Bally's Master Lease II and the associated annual rental income of $28.9 million was reallocated from the Casino Queen Master Lease to Bally's Master Lease II.

Additionally, the corporate guarantee for this lease was removed and was replaced by a guarantee from several Bally's entities.

(4) Effective July 1, 2025, these properties were transferred to Bally's Master II and the associated annual rental income of $28.9 million was reallocated from the Casino Queen Master Lease to Bally's Master Lease II.

The Bally's Master Lease II rent coverage ratio has been restated on a proforma basis.

(5) If a default were to occur under the Casino Queen Master Lease, the Company has the right under the terms of the lease to elect to amend Bally’s Master Lease II and place the assets into it, which carries a corporate guarantee.

Master Leases

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Yearly Base Rent Escalator Maximum 2 % 1.75 % (1)

Coverage ratio at March 31, 2025 2.48 1.87

Coverage ratio at June 30, 2025 2.46 1.75

Minimum Escalator Coverage Governor 1.8 N/A

22 unchanged sentences

Yearly Base Rent Escalator Maximum 1.75 % 2% (2)

Coverage ratio at March 31, 2025 2.48 N/A

Coverage ratio at June 30, 2025 2.50 1.82 (3)

Minimum Escalator Coverage Governor N/A N/A

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Annual rent escalates at 2% beginning in year three of the lease and in year 11 escalates based on the greater of 2% or CPI, capped at 2.5%.

(3) Coverage ratio above is proforma for the acquisition of the real estate assets of Sunland Park which closed on October 15, 2025.

Single Property Leases

Belterra Park Lease Horseshoe St Louis Lease Morgantown Lease MD Live!

Operator Boyd Caesar PENN Cordish

Operator Boyd Caesars PENN Cordish

Properties Belterra Park Gaming & Entertainment Center Horseshoe St.

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Yearly Base Rent Escalator Maximum 2% 1.25% (1)

Coverage ratio at March 31, 2025 3.31 1.95 N/A 3.60

Coverage ratio at June 30, 2025 3.06 1.97 N/A 3.56

Minimum Escalator Coverage Governor 1.8 N/A N/A N/A

9 unchanged sentences

Properties Tropicana Las Vegas Tioga Downs Hard Rock Casino Rockford Bally's Chicago Development

Las Vegas, NV Nicholas, NY Rockford, IL Chicago, IL

Las Vegas, NV Nichols, NY Rockford, IL Chicago, IL

Commencement Date 9/26/2022 2/6/2024 8/29/2023 7/18/2025

Lease Expiration Date 9/25/2072 2/28/2054 8/31/2122 7/31/2040

Remaining Renewal Terms 49 (1 x 24 years, 1 x 25 years) 32 years and 10 months (2x10 years, 1x12 years and 10 months) None (4)

Corporate Guarantee Yes Yes No (4)

Technical Default Landlord Protection Yes Yes Yes (4)

Remaining Renewal Terms 49 (1 x 24 years, 1 x 25 years) 32 years and 10 months (2x10 years, 1x12 years and 10 months) None 20 (4 x 5 years)

Corporate Guarantee Yes Yes No Yes

Technical Default Landlord Protection Yes Yes Yes Yes

Default Adjusted Revenue to Rent Coverage 1.35 (1) 1.4 1.4 1.35 (1)

Competitive Radius Landlord Protection Yes Yes Yes (4)

Competitive Radius Landlord Protection Yes Yes Yes Yes

Escalator Details

Yearly Base Rent Escalator Maximum (2) 1.75% (3)

Coverage ratio at March 31, 2025 N/A 2.03 N/A N/A

Coverage ratio at June 30, 2025 N/A 1.98 N/A N/A

Minimum Escalator Coverage Governor N/A N/A N/A N/A

Yearly Anniversary for Realization October March September (4)

Yearly Anniversary for Realization October March September August

Percentage Rent Reset Details

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(3) Increases by 1.75% beginning with the first anniversary and increases to 2% beginning in year fifteen of the lease through the remainder of the initial lease term.

(4) In July 2025, the Company completed the Chicago Lease.

The 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.

Funding commitments

As of June 30, 2025, we have 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, we have 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.

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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

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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.

(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% and is anticipated to be funded in early November 2025.

(3) The Company has agreed to fund, if requested by PENN at 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.

Critical Accounting Estimates

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"Management’s Discussion and Analysis of Financial Condition and Results of Operations" and the Notes to our audited consolidated financial statements included in our most recent Annual Report.

There has been no material change to these estimates for the three and six months ended June 30, 2025.

There has been no material change to these estimates for the three and nine months ended September 30, 2025.

Executive Summary

Financial Highlights

We reported total revenues and income from operations of $394.9 million and $242.1 million, respectively, for the three months ended June 30, 2025, compared to $380.6 million and $293.4 million, respectively, for the corresponding period in the prior year.

The Company reported total revenues and income from operations of $790.1 million and $500.9 million, respectively for the six months ended June 30, 2025 compared to $756.6 million and $551.0 million for the corresponding period in the prior year.

The major factors affecting our results for the three and six months ended June 30, 2025, as compared to the three and six months ended June 30, 2024, were as follows:

• Total income from real estate increased by $14.3 million to $394.9 million for the three months ended June 30, 2025 compared to $380.6 million for the corresponding period in the prior year.

The reason for the increase was primarily due to our recent acquisitions which in the aggregate increased cash rental income by $17.5 million for the three months ended June 30, 2025.

Additionally, the three months ended June 30, 2025 benefited by $4.4 million compared to the corresponding period in the prior year from escalations on our leases, favorable variable rents of $0.5 million, higher ground rent revenue of $1.1 million and higher accretion of $0.1 million on its Investment in leases and the Company also recognized unfavorable straight-line rent adjustments of $9.3 million compared to the corresponding period in the prior year.

• Total income from real estate increased by $33.5 million to $790.1 million for the six months ended June 30, 2025 compared to $756.6 million for the corresponding period in the prior year.

The reason for the increase was primarily due to our recent acquisitions which in the aggregate increased cash rental income by $37.7 million for the six months ended June 30, 2025.

Additionally, the six months ended June 30, 2025 benefited by $9.6 million compared to the corresponding period in the prior year from escalations on our leases, favorable variable rents of $2.0 million and higher ground rent revenue of $1.9 million.

The Company also recognized lower accretion of $0.9 million on its Investment in leases and unfavorable straight-line rent adjustments of $16.7 million compared to the corresponding period in the prior year.

• Total operating expenses increased by $65.6 million for the three months ended June 30, 2025 as compared to the corresponding period in the prior year.

The primary reason for the increase was due to an increase in the provision for credit losses of $57.5 million during the three months ended June 30, 2025 compared to the corresponding period in the prior year.

The provision increase was due primarily from a more pessimistic forward looking economic forecast at June 30, 2025 compared to what was utilized at March 31, 2025.

The Company incurred higher land rights and ground lease expense of $2.1 million due to the acquisition of the assets in Bally's Master Lease II.

Additionally, general and administrative expenses increased by $2.1 million due primarily from higher stock based compensation costs, payroll expenses and deal costs The Company also incurred higher depreciation expense of $4.0 million due to its recent acquisitions.

• Total operating expenses increased by $83.7 million for the six months ended June 30, 2025 as compared to the corresponding period in the prior year.

The primary reason for the increase was due to an increase in the provision for credit losses of $73.5 million during the six months ended June 30, 2025.

The provision increase was due primarily from a more pessimistic forward looking economic forecast at June 30, 2025 compared to what was utilized at December 31, 2024.

The Company incurred higher land rights and ground lease expense of $3.8 million due to the acquisition of the assets in Bally's Master Lease II.

Additionally, general and administrative expenses increased by $2.9 million due primarily from higher stock based compensation costs and payroll expenses.

We reported total revenues and income from operations of $397.6 million and $337.2 million, respectively, for the three months ended September 30, 2025, compared to $385.3 million and $271.4 million, respectively, for the corresponding period in the prior year.

The Company reported total revenues and income from operations of $1,187.7 million and $838.1 million, respectively for the nine months ended September 30, 2025 compared to $1,141.9 million and $822.5 million for the corresponding period in the prior year.

The major factors affecting our results for the three and nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024, were as follows:

• Total income from real estate increased by $12.3 million to $397.6 million for the three months ended September 30, 2025 compared to $385.3 million for the corresponding period in the prior year.

The primary reason for the increase was from our recent acquisitions which increased cash rental income by $16.5 million.

Additionally, the three months ended September 30, 2025 benefited by $4.0 million from escalations on our leases, and higher ground rent revenue of $1.0 million.

These items were partially offset by unfavorable straight-line rent adjustments of $9.3 million.

• Total income from real estate increased by $45.8 million to $1,187.7 million for the nine months ended September 30, 2025 compared to $1,141.9 million for the corresponding period in the prior year.

The primary reason for the increase was from our recent acquisitions which increased cash rental income by $54.2 million.

Additionally, the nine months ended September 30, 2025 benefited by $13.6 million from escalations on our leases, favorable variable rents of $2.2 million and higher ground rent revenue of $2.8 million.

These items were partially offset by lower accretion of $1.0 million on its Investment in leases and unfavorable straight-line rent adjustments of $26.0 million.

• Total operating expenses decreased by $53.5 million for the three months ended September 30, 2025 as compared to the corresponding period in the prior year.

The primary reason for the decrease was a decline in the provision for credit losses of $65.0 million resulting from a more optimistic forward looking economic forecast at September 30, 2025 compared to what was utilized at June 30, 2025.

The provision in the third quarter of 2024 of $27.7 million was due primarily from the initial establishment of a credit loss reserve on the Tropicana Las Vegas Lease as it was reassessed due to a lease reconsideration event and was classified as a sales type lease.

The reconsideration event also resulted in a gain of $3.8 million on the reclassification of the lease.

The Company also incurred higher land rights and ground lease expense of $2.0 million due to the acquisition of the assets in Bally's Master Lease II.

Additionally, general and administrative expenses increased by $3.1 million due primarily from an executive severance charge of $6.3 million related to the Company's former Chief Investment Officer, partially offset by lower stock based compensation costs of $3.9 million due to forfeitures from the executive awards.

Finally, the Company incurred higher depreciation expense of $2.7 million due to its recent acquisitions.

• Total operating expenses increased by $30.2 million for the nine months ended September 30, 2025 as compared to the corresponding period in the prior year.

The Company incurred an increase in the provision for credit losses of $8.4 million during the nine months ended September 30, 2025.

The provision increase was due primarily from a more pessimistic forward looking economic forecast at September 30, 2025 compared to what was utilized for the corresponding period in the prior year which was impacted by the initial establishment of a reserve for the Tropicana Las Vegas Lease as previously mentioned.

The Company also incurred higher land rights and ground lease expense of $5.8 million due to the acquisition of the assets in Bally's Master Lease II.

Additionally, general and administrative expenses increased by $6.0 million due primarily from an executive severance charge of $6.3 million related to the Company's former Chief Investment Officer, higher deal related and legal costs of $0.9 million, and higher salaries and bonus expense of $0.4 million which was partially offset by lower stock-based compensation expense of $2.4 million due primarily from the forfeiture of awards from the departure of an executive.

The Company also incurred higher depreciation of $6.3 million due to its recent acquisitions.

• Other expenses increased by $6.7 million and $17.2 million for the three and six months ended June 30, 2025, primarily due to higher interest expense of $3.3 million and $13.9 million associated with the Company's increased borrowings to fund our recent acquisitions and less interest income from lower cash on hand and investments.

• Net income decreased by $58.2 million and $67.4 million for the three and six months ended June 30, 2025, as compared to the corresponding periods in the prior year, primarily due to the variances explained above.

Gains from dispositions declined by $3.7 million due to the previously mentioned gain related to the reconsideration event on the Tropicana Las Vegas Lease.

• Other expenses increased by $7.3 million and $24.5 million for the three and nine months ended September 30, 2025.

Results for the three month period ended September 30, 2025 were negatively impacted by lower average interest earning balances compared to the prior year which resulted in a $5.2 million reduction in interest income.

Results for the current period also included a debt extinguishment charge of $3.8 million for a call premium payment and accelerated amortization of debt issuance costs due to the April 2026 Notes redemption.

Results for the nine months ended September 30, 2025 included higher interest expense of $12.2 million associated with the Company's increased borrowings to fund our recent acquisitions and prefunding the redemption for our $850 million, 5.25% senior unsecured note that occurred in March 2025, lower interest income of $8.5 million from a reduction in our average interest earning balances, as well as the previously mentioned debt extinguishment charge.

• Net income increased by $58.4 million and decreased by $9.0 million for the three and nine months ended September 30, 2025, as compared to the corresponding periods in the prior year, primarily due to the variances explained above.

Results of Operations

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Changes to the tax laws or interpretations thereof, with or without retroactive application, could materially and adversely affect GLPI's investors or GLPI.

The consolidated results of operations for the three and six months ended June 30, 2025 and 2024 are summarized below:

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

The consolidated results of operations for the three and nine months ended September 30, 2025 and 2024 are summarized below:

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

2025 2024 2025 2024

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losses on debt extinguishment;

capitalized interest;

and provision (benefit) for credit losses, net, reduced by capital maintenance expenditures.

Finally, we define Adjusted EBITDA as net income excluding, as applicable to the

particular period, interest, net;

severance charges, capitalized interest;

and provision (benefit) for

credit losses, net, reduced by capital maintenance expenditures.

Finally, we define Adjusted EBITDA as net income excluding, as applicable to the particular period, interest, net;

income tax expense;

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losses on debt extinguishment;

severance charges;

and provision (benefit) for credit losses, net.

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Our presentation of these measures does not replace the presentation of our financial results in accordance with GAAP.

The reconciliation of the Company’s net income per GAAP to FFO, AFFO, and Adjusted EBITDA for the three and six months ended June 30, 2025 and 2024 is as follows:

The reconciliation of the Company’s net income per GAAP to FFO, AFFO, and Adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024 is as follows:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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Stock based compensation 1,551 5,463 16,565 19,010

Losses on debt extinguishment 3,783 — 3,783 —

Severance charges 6,320 — 6,320 —

Accretion on investment in leases, financing receivables (6,991) (7,093) (20,753) (21,753)

10 unchanged sentences

Adjusted EBITDA $ 366,358 $ 346,405 $ 1,087,959 $ 1,020,277

Net income, FFO, AFFO and Adjusted EBITDA were $156.2 million, $224.9 million, $276.1 million, and $361.5 million for the three months ended June 30, 2025, respectively.

Net income, FFO, AFFO and Adjusted EBITDA were $248.5 million, $315.5 million, $282.0 million, and $366.4 million for the three months ended September 30, 2025, respectively.

This compares to net income, FFO, AFFO and Adjusted EBITDA of $190.1 million, $250.6 million, $268.2 million and $346.4 million for the corresponding period in the prior year.

The decrease in net income of $58.2 million was primarily attributable to increased operating expenses of $65.6 million (which was driven by the increase in provision for credit losses of $57.5 million) and higher other expenses of $6.7 million (driven by higher interest expense to partially finance our acquisitions) partially offset by an increase in total revenues of $14.3 million.

Net income, FFO, AFFO and Adjusted EBITDA were $326.5 million, $459.7 million, $548.1 million, and $721.6 million for the six months ended June 30, 2025, respectively.

The increase in net income of $58.4 million was primarily attributable to decreased operating expenses of $53.5 million which was driven by the decrease in provision for credit losses of $65.0 million and by an increase in total revenues of $12.3 million.

These increases were partially offset by higher other expenses of $7.3 million.

Net income, FFO, AFFO and Adjusted EBITDA were $575.0 million, $775.1 million, $830.1 million, and $1,088.0 million for the nine months ended September 30, 2025, respectively.

This compares to net income, FFO, AFFO and Adjusted EBITDA of $584.0 million, $774.2 million, $791.2 million and $1,020.3 million for the corresponding period in the prior year.

The decrease in net income of $67.4 million was primarily attributable to increased operating expenses of $83.7 million (which was driven by the increase in provision for credit losses of $73.5 million) and higher other expenses of $17.2 million (driven by higher interest expense to partially finance our acquisitions and lower interest income earned on cash and investments) partially offset by an increase in total revenues of $33.5 million.

The decrease in FFO for the six months ended June 30, 2025 was due to the items described above, excluding gains from dispositions of property and real estate depreciation.

The decrease in net income of $9.0 million was primarily attributable to decreased operating expenses of $30.2 million and higher other expenses of $24.5 million driven by higher interest expense to partially finance our acquisitions and lower interest income earned on cash and investments partially offset by an increase in total revenues of $45.8 million.

The decrease in FFO for the nine months ended September 30, 2025 was due to the items described above, excluding gains from dispositions of property and real estate depreciation.

The increases in AFFO and Adjusted EBITDA were due to the items described above, as well as the adjustments mentioned in the tables above.

Revenues for the three and six months ended June 30, 2025 and 2024 were as follows (in thousands):

Three Months Ended June 30, Percentage

Revenues for the three and nine months ended September 30, 2025 and 2024 were as follows (in thousands):

Three Months Ended September 30, Percentage

2025 2024 Variance Variance

1 unchanged sentence

Income from investment in leases, financing receivables 48,066 47,503 563 1.2 %

Income from sales type leases 3,762 — 3,762 N/A

Income from sales type leases 3,767 1,240 2,527 203.8 %

Interest income from real estate loans 4,022 3,354 668 19.9 %

1 unchanged sentence

$ 397,610 $ 385,341 $ 12,269 3.2 %

Six Months Ended June 30, Percentage

Nine Months Ended September 30, Percentage

2025 2024 Variance Variance

1 unchanged sentence

Income from investment in leases, financing receivables 143,756 137,782 5,974 4.3 %

Income from sales type leases 7,522 — 7,522 N/A

Income from sales type leases 11,289 1,240 10,049 810.4 %

Interest income from real estate loans 11,142 6,268 4,874 77.8 %

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Total income from real estate

• Total income from real estate increased by $14.3 million to $394.9 million for the three months ended June 30, 2025 compared to $380.6 million for the corresponding period in the prior year.

The reason for the increase was primarily due to our recent acquisitions which in the aggregate increased cash rental income by $17.5 million for the three months ended June 30, 2025.

The Company also had unfavorable straight-line rent adjustments of $9.4 million compared to the corresponding period in the prior year.

• Total income from real estate increased by $33.5 million to $790.1 million for the six months ended June 30, 2025 compared to $756.6 million for the corresponding period in the prior year.

The reason for the increase was primarily due to our recent acquisitions which in the aggregate increased cash rental income by $37.7 million for the six months ended June 30, 2025.

• Total income from real estate increased by $12.3 million to $397.6 million for the three months ended September 30, 2025 compared to $385.3 million for the corresponding period in the prior year.

The reason for the increase was primarily due to our recent acquisitions which in the aggregate increased cash rental income by $16.5 million for the three months ended September 30, 2025.

Additionally, the three months ended September 30, 2025 benefited by $4.0 million compared to the corresponding period in the prior year from escalations on our leases, favorable variable rents of $0.2 million, higher ground rent revenue of $1.0 million.

The Company also had unfavorable straight-line rent adjustments of $9.3 million compared to the corresponding period in the prior year and lower accretion of $0.1 million on Investment in leases.

The reason for the increase was primarily due to our recent acquisitions which in the aggregate increased cash rental income by $54.2 million for the nine months ended September 30, 2025.

Additionally, the nine months ended September 30, 2025 benefited by $13.6 million compared to the corresponding period in the prior year from escalations on our leases, favorable variable rents of $2.2 million and higher ground rent revenue of $2.8 million.

The Company also recognized lower accretion of $1.0 million on its Investment in leases and unfavorable straight-line rent adjustments of $26.0 million compared to the corresponding period in the prior year.

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 Building base rent Land base rent Percentage rent and other rental revenue Interest income on real estate loans Total cash income Straight-line rent and deferred rent adjustments (1) Ground rent in revenue Accretion on financing leases Total income from real estate

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 Building base rent Land base rent Percentage rent and other rental revenue Interest income on real estate loans Total cash income Straight-line rent and deferred rent adjustments (1) Ground rent in revenue Accretion on financing leases Total income from real estate

Amended PENN Master Lease $ 54,152 $ 10,758 $ 6,502 $ — $ 71,412 $ 4,952 $ 595 $ — $ 76,959

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(1) Amount includes $0.1 million of tenant improvement allowance amortization.

Six Months Ended June 30, 2025 Building base rent Land base rent Percentage rent and other rental revenue Interest income on real estate loans Total cash income Straight-line rent and deferred rent adjustments (2) Ground rent in revenue Accretion on financing leases Total income from real estate

Nine Months Ended September 30, 2025 Building base rent Land base rent Percentage rent and other rental revenue Interest income on real estate loans Total cash income Straight-line rent and deferred rent adjustments (2) Ground rent in revenue Accretion on financing leases Total income from real estate

Amended PENN Master Lease $ 162,455 $ 32,276 $ 19,558 $ — $ 214,289 $ 14,856 $ 1,705 $ — $ 230,850

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Operating expenses

Operating expenses for the three and six months ended June 30, 2025 and 2024 were as follows (in thousands):

Three Months Ended June 30, Percentage

Operating expenses for the three and nine months ended September 30, 2025 and 2024 were as follows (in thousands):

Three Months Ended September 30, Percentage

2025 2024 Variance Variance

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General and administrative 16,552 13,472 3,080 22.9 %

Gains from dispositions — (3,790) 3,790 N/A

Depreciation 67,473 64,771 2,702 4.2 %

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Total operating expenses $ 60,447 $ 113,897 $ (53,450) (46.9) %

Six Months Ended June 30, Percentage

Nine Months Ended September 30, Percentage

2025 2024 Variance Variance

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Land rights and ground lease expense includes the amortization of land rights and rent expense related to the Company's long-term ground leases.

Land rights and ground lease expense increased by $2.1 million and $3.8 million for the three and six months ended June 30, 2025, as compared to the corresponding period in the prior year due to the acquisition of the real estate assets in Bally's Master Lease II.

Land rights and ground lease expense increased by $2.0 million and $5.8 million for the three and nine months ended September 30, 2025, as compared to the corresponding period in the prior year due to the acquisition of the real estate assets in Bally's Master Lease II.

General and Administrative Expense

General and administrative expenses include items such as compensation costs (including stock based compensation), professional services and costs associated with development activities.

General and administrative expenses increased by $2.1 million and $2.9 million for the three and six months ended June 30, 2025 as compared to the corresponding period in the prior year.

This was due to higher stock based compensation costs, payroll expenses and acquisition costs.

Depreciation expense increased by $4.0 million and $3.6 million for the three and six months ended June 30, 2025 as compared to the corresponding period in the prior year due to our recent acquisition activity.

General and administrative expenses increased by $3.1 million and $6.0 million for the three and nine months ended September 30, 2025 as compared to the corresponding period in the prior year.

The results for the three month period ended September 30, 2025 included an executive severance charge of $6.3 million, partially offset by lower stock based compensation costs of $3.9 million due to forfeitures from the executives awards.

Results for the nine month period ended September 30, 2025, were impacted by the aforementioned severance charge, higher deal related and legal costs of $0.9 million, and higher salaries and bonus expense of $0.4 million which was partially offset by lower stock based compensation expense of $2.4 million.

Gains from dispositions

Gains from dispositions for the three and nine months ended September 30, 2024 of $3.8 million was due to the lease reconsideration event for the Tropicana Las Vegas Lease which resulted in the lease being reclassified from an operating lease to a sales type lease.

Depreciation expense increased by $2.7 million and $6.3 million for the three and nine months ended September 30, 2025 as compared to the corresponding period in the prior year due to our recent acquisition activity.

Provision for credit losses

The Company recorded a provision for credit losses of $53.7 million and $93.0 million for the three and six months ended June 30, 2025 compared to a benefit of $3.8 million and a provision of $19.5 million for the corresponding periods in the prior year.

The Company recorded a benefit for credit losses of $37.4 million and a provision for credit losses of $55.6 million for the three and nine months ended September 30, 2025 compared to a provision of $27.7 million and $47.2 million for the corresponding periods in the prior year.

As described in Note 3, the Company follows ASC 326 “Credit Losses”, which requires that the Company measure and record current expected credit losses, the scope of which includes our Investments in leases, financing receivables, net as well as the Company's real estate loans and loan commitments.

The increased provisions during the three and six months ended June 30, 2025 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.

Future changes in economic projections, probability factors,

changes in the estimated value of our real estate property and earnings assumptions at the underlying facilities may result in non-cash provisions or recoveries in future periods that could materially impact our results of operations.

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.

Additionally, the provision in the third quarter of 2024 of $27.7 million was due primarily from the initial establishment of a credit loss reserve on the Tropicana Las Vegas Lease as it was reassessed due to a lease reconsideration event and was classified as a sales type lease.

Future changes in economic projections, probability factors, changes in the estimated value of our real estate property and earnings assumptions at the underlying facilities may result in non-cash provisions or recoveries in future periods that could materially impact our results of operations.

Other income (expenses)

Other income (expenses) for the three and six months ended June 30, 2025 and 2024 were as follows (in thousands):

Three Months Ended June 30, Percentage

Other income (expenses) for the three and nine months ended September 30, 2025 and 2024 were as follows (in thousands):

Three Months Ended September 30, Percentage

2025 2024 Variance Variance

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Interest income 9,720 14,876 (5,156) (34.7) %

Losses on debt extinguishment (3,783) — (3,783) N/A

Total other expenses $ (88,122) $ (80,829) $ (7,293) 9.0 %

Six Months Ended June 30, Percentage

Nine Months Ended September 30, Percentage

2025 2024 Variance Variance

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Interest income 23,656 32,173 (8,517) (26.5) %

Losses on debt extinguishment (3,783) — (3,783) N/A

Total other expenses $ (261,392) $ (236,877) $ (24,515) 10.3 %

Interest expense

Interest expense increased by $3.3 million and $13.9 million for the three and six months ended June 30, 2025, as compared to the corresponding period in the prior year.

The increase was due to increased borrowings that partially funded our recent acquisitions and prefunding the redemption for our $850 million, 5.25% senior unsecured note that occurred in March 2025.

Interest expense decreased by $1.6 million and increased by $12.2 million for the three and nine months ended September 30, 2025, as compared to the corresponding period in the prior year.

The decline for the three months ended September 30, 2025 was due to higher capitalized interest on our development projects.

The increase for the nine months ended September 30, 2025 was due to increased borrowings that partially funded our recent acquisitions and prefunding the redemption for our $850 million, 5.25% senior unsecured note that occurred in March 2025.

Interest income

Interest income decreased by $5.2 million and $8.5 million for the three and nine months ended September 30, 2025, as compared to the corresponding period in the prior year.

The primary reason for the decline was due to a reduction in our average interest earning balances.

Losses on debt extinguishmen t

Losses on debt extinguishment of $3.8 million for the three and nine months ended September 30, 2025 related to the make-whole premium payment and accelerated amortization of debt issuance costs related to the redemption of the April 2026 Notes.

Net income attributable to noncontrolling interest in the Operating Partnership

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Our primary sources of liquidity and capital resources are cash flow from operations, borrowings from banks, and proceeds from the issuance of debt and equity securities.

Net cash provided by operating activities was $545.9 million and $510.0 million during the six months ended June 30, 2025 and 2024, respectively.

The increase in net cash provided by operating activities of $35.9 million for the six months ended June 30, 2025, as compared to the corresponding period in the prior year, was primarily comprised of an increase in cash receipts from customers of $49.3 million along with decreases in cash paid for taxes of $0.6 million and an increase in interest income of $14.3 million.

This was offset by increases in cash paid for employees, cash paid for interest and cash paid for operating expenses of $0.1 million, $23.7 million and $4.6 million respectively.

The increase in cash receipts collected from our customers for the six months ended June 30, 2025, as compared to the corresponding period in the prior year, was due to increased rental income from the Company's recent acquisitions and lease escalations and the increase in interest expense was due to increased borrowings that partially funded our recent acquisitions and prefunding the redemption for our $850 million, 5.25% senior unsecured note that occurred in March 2025.

Investing activities provided cash of $500.4 million and used cash of $604.8 million during the six months ended June 30, 2025 and 2024, respectively.

Net cash provided by investing activities during the six months ended June 30, 2025 primarily consisted of the maturity of zero coupon U.S.

Treasury Bills totaling $550.0 million, partially offset by Ione Loan fundings of $10.7 million, the acquisition of land related to the Joliet landside development of $5.0 million and capital expenditures of $34.1 million.

The net cash used in investing activities for the six months ended June 30, 2024 consisted primarily of $205.0 million for the acquisition of the real estate assets which were added to the Bally's Master Lease, the purchase of zero coupon U.S.

Treasury Bills totaling $341.0 million, capital expenditures of $7.6 million and Rockford Loan fundings of $53.0 million partially offset by the proceeds from a tax refund related to a previous acquisition of $1.8 million.

Financing activities used cash of $904.7 million and $494.7 million during the six months ended June 30, 2025 and 2024, respectively.

Net cash used in financing activities during the six months ended June 30, 2025 was driven by the repayment of long term debt of $850.1 million, dividend payments of $430.0 million, non-controlling interest distributions of $12.8 million, and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $14.8 million, partially offset by the proceeds from the issuance of common stock, net of costs of $403.0 million.

Cash used in financing activities during the six months ended June 30, 2024 was driven by the repayment of long term debt of $63.5 million, dividend payments of $413.2 million, noncontrolling interest distributions of $12.3 million and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $14.7 million, partially offset by proceeds from the issuance of common stock, net of costs of $9.0 million.

Net cash provided by operating activities was $786.2 million and $780.4 million during the nine months ended September 30, 2025 and 2024, respectively.

The increase in net cash provided by operating activities of $5.8 million for the nine months ended September 30, 2025, as compared to the corresponding period in the prior year, was primarily comprised of an increase in cash receipts from customers of $70.0 million along with decreases in cash paid for taxes of $1.0 million, an increase in interest income of $6.4 million, an increase in cash received on terminated interest rate swaps of $1.0 million and a decrease in cash paid for operating expenses of $4.5 million.

This was offset by increases in cash paid for employees and cash paid for interest of $3.4 million, and $72.8 million respectively.

The increase in cash receipts collected from our customers for the nine months ended September 30, 2025, as compared to the corresponding period in the prior year, was due to increased rental income from the Company's recent acquisitions and lease escalations and the increase in interest paid was due to increased borrowings that partially funded our recent acquisitions and prefunding the redemption for our $850 million, 5.25% senior unsecured note that occurred in March 2025.

Investing activities provided cash of $333.5 million and used cash of $1,177.1 million during the nine months ended September 30, 2025 and 2024, respectively.

Net cash provided by investing activities during the nine months ended September 30, 2025 primarily consisted of the maturity of zero coupon U.S.

Treasury Bills totaling $550.0 million, partially offset by Ione Loan fundings of $24.2 million, the acquisition of land and buildings related to the Joliet landside development of $135.0 million and capital expenditures of $57.5 million.

The net cash used in investing activities for the nine months ended September 30, 2024 consisted primarily of $440.7 million for the acquisition of real estate for the Bally's Chicago development project, the Belle landside development project and the real estate assets contained within the Tioga Downs Lease and Strategic Gaming Leases which were accounted for as Investment in leases, financing receivables.

The Company had real estate loan originations of $123.7 million, demolition funding related to the development project at the Tropicana site of $48.6 million, the purchase of zero coupon U.S.

Treasury Bills totaling $891.0 million, and capital expenditures of $15.9 million, partially offset by the maturity of zero coupon U.S.

Treasury Bills totaling $341.0 million and the proceeds from a tax refund related to a previous acquisition of $1.8 million.

Financing activities used cash of $830.6 million and provided cash of $206.9 million during the nine months ended September 30, 2025 and 2024, respectively.

Net cash used in financing activities during the nine months ended September 30, 2025 was driven by the repayment of long term debt of $1,825.2 million, dividend payments of $650.9 million, non-controlling interest distributions of $19.3 million, taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $14.8 million, and $2.9 million of premium and related costs paid on the retirement of certain Senior Notes, partially offset by the proceeds from the issuance of common stock, net of costs of $402.9 million and proceeds from the issuance of long term debt, net of costs of $1,279.7 million.

Cash provided by financing activities during the nine months ended September 30, 2024 was driven by the repayment of long term debt of $463.6 million, dividend payments of $621.9 million, noncontrolling interest distributions of $18.4 million and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $14.7 million, partially offset by proceeds from the issuance of common stock, net of costs of $148.2 million and proceeds from the issuance of long term debt, net of costs of $1,177.4 million.

Capital Expenditures

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Capital maintenance expenditures are expenditures to replace existing fixed assets with a useful life greater than one year that are obsolete, worn out or no longer cost effective to repair.

During the six months ended June 30, 2025 and 2024, we spent approximately $34.1 million and $7.6 million, respectively, for capital expenditures.

The majority of the capital expenditures in 2025 were related to a land side and hotel development project at The Belle.

The Company has access to a $2.09 billion variable rate revolving credit facility under its credit agreement, as amended (the "Amended Credit Agreement") of which $332.5 million is outstanding as of June 30, 2025.

Additionally, the Company was contingently obligated under letters of credit issued pursuant to the Amended Credit Agreement with face amounts aggregating approximately $0.4 million, resulting in $1,757.2 million of available borrowing capacity under the Amended Credit Agreement as of June 30, 2025.

The Company has $6.89 billion of debt outstanding with a weighted average maturity and interest rate of 6.1 years and 5.06%, respectively as of June 30, 2025.

The majority of the Company's debt obligations have fixed interest rates from the

issuance of its senior unsecured notes.

During the nine months ended September 30, 2025 and 2024, we spent approximately $57.5 million and $15.9 million, respectively, for capital expenditures.

The majority of the capital expenditures in 2025 were related to a land side and hotel development project at The Belle and the Bally's Chicago development project.

The Company has access to a $2.09 billion variable rate revolving credit facility under its Amended Credit Agreement of which $332.5 million is outstanding as of September 30, 2025.

Additionally, the Company was contingently obligated under

letters of credit issued pursuant to the Amended Credit Agreement with face amounts aggregating approximately $0.4 million, resulting in $1,757.2 million of available borrowing capacity under the Amended Credit Agreement as of September 30, 2025.

The Company has $7.20 billion of debt outstanding with a weighted average maturity and interest rate of 7.2 years and 5.08%, respectively as of September 30, 2025.

The majority of the Company's debt obligations have fixed interest rates from the issuance of its senior unsecured notes.

In the first quarter of 2025, the Company redeemed its $850 million 5.250% note that was due in June 2025 using cash on hand.

In August 2025, the Company issued the February 2033 Notes and the November 2037 Notes.

The Company utilized the net proceeds for the redemption of the April 2026 Notes plus the make whole premium payment.

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

See Note 7 for the future minimum repayments of the Company's debt obligations.

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To the extent any of the Company's taxable income was not previously distributed, the Company will make a dividend declaration pursuant to Section 858(a)(1) of the Code, allowing the Company to treat certain dividends that are to be distributed after the close of a taxable year as having been paid during the taxable year.

Based on our current level of operations and anticipated earnings, we believe that cash generated from operations and cash on hand, together with amounts available under our Amended Credit Agreement and our ability to raise proceeds from equity offerings (including the Company's 2025 ATM Program) and debt offerings, will be adequate to meet our anticipated debt service requirements (including the maturity of the $975 million senior unsecured note due in April 2026), funding commitments, capital expenditures, working capital needs and dividend requirements for the next twelve months and beyond.

During the three months ended June 30, 2025, the Company entered into a new $1.25 billion ATM program (the "2025 ATM Program").

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

Based on our current level of operations and anticipated earnings, we believe that cash generated from operations and cash on hand, together with amounts available under our Amended Credit Agreement and our ability to raise proceeds from equity offerings (including the Company's 2025 ATM Program) and debt offerings, will be adequate to meet our anticipated debt service requirements, funding commitments, capital expenditures, working capital needs and dividend requirements for the next twelve months and beyond.

During the nine months ended September 30, 2025, the Company entered into a new $1.25 billion ATM program (the "2025 ATM Program").

As of September 30, 2025, the Company had $886.7 m illion remaining for issuance under the 2025 ATM Program.

See Note 12 for further discussion.

During the three months ended June 30, 2025, pursuant to its $1 billion "at the market" equity offering program that commenced in December 2022 (the "2022 ATM Program"), the Company settled a forward sale agreement and issued 8,170,387 shares for a net sales price of $404.0 million inclusive of certain contractual adjustments.

During the nine months ended September 30, 2025, pursuant to its $1 billion "at the market" equity offering program that commenced in December 2022 (the "2022 ATM Program"), the Company settled a forward sale agreement and issued 8,170,387 shares for a net sales price of $404.0 million inclusive of certain contractual adjustments.

In connection with the 2025 ATM Program, the 2022 ATM Program was terminated.

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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 2. Management’s Discussion and Analysis