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Item 1. Business

2026-02-19 compared with 2025-02-20 · 370 added, 322 removed, 481 unchanged (59% of the section changed)

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On November 1, 2013, PENN contributed to the Company, through a series of internal corporate restructurings, substantially all of the assets and liabilities associated with PENN's real property interests and real estate development business, as well as the assets and liabilities of Hollywood Casino Baton Rouge and Hollywood Casino Perryville (which are referred to as the "TRS Properties") and then spun-off GLPI to holders of PENN's common and preferred stock in a tax-free distribution (the "Spin-Off").

The assets and liabilities of GLPI were recorded at their respective historical carrying values at the time of the Spin-Off in accordance with the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 505-60 - Spinoffs and Reverse Spinoffs ("ASC 505").

The Company elected on its U.S.

federal income tax return for its taxable year that began on January 1, 2014 to be treated as a REIT and GLPI, together with its former indirect wholly-owned subsidiary, GLP Holdings, Inc., jointly elected to treat each of GLP Holdings, Inc., Louisiana Casino Cruises, Inc.

(d/b/a Hollywood Casino Baton Rouge) and Penn Cecil Maryland, Inc.

(d/b/a Hollywood Casino Perryville) as a "taxable REIT subsidiary" ("TRS") effective on the first day of the first taxable year of GLPI as a REIT.

In connection with the Spin-Off, PENN allocated its accumulated earnings and profits (as determined for U.S.

federal income tax purposes) for periods prior to the consummation of the Spin-Off between PENN and GLPI.

In connection with its election to be taxed as a REIT for U.S.

federal income tax purposes, GLPI declared a special dividend to its shareholders to distribute any accumulated earnings and profits relating to the real property assets and attributable to any pre-REIT years, including any earnings and profits allocated to GLPI in connection with the Spin-Off, to comply with certain REIT qualification requirements.

On July 1, 2021, the Company sold the operations of Hollywood Casino Perryville to PENN and leased the real estate to PENN pursuant to a standalone lease.

On December 17, 2021, the Company sold the operations of Hollywood Casino Baton Rouge to The Queen Casino & Entertainment Inc., formerly known as CQ Holding Company, Inc., ("Casino Queen") and leased the real estate to Casino Queen pursuant to the Second Amended and Restated Casino Queen Master Lease as described below.

On December 17, 2021, GLPI declared a special dividend to the Company's shareholders to distribute the accumulated earnings and profits attributable to these sales.

In 2021, subsequent to the sale of the operations of the TRS Properties, GLP Holdings, Inc.

was merged into GLP Capital, L.P., the operating partnership of GLPI ("GLP Capital").

On February 7, 2025, Bally's Corporation (NYSE:

BALY) ("Bally's") completed its merger transactions with Standard General L.P.

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

During 2020, the Company and Tropicana LV, LLC, a wholly owned subsidiary of the Company that at the time held the real estate of the former Tropicana Las Vegas Casino Hotel Resort ("Tropicana Las Vegas"), elected to treat Tropicana LV, LLC as a TRS.

In September 2022, Bally's acquired both the building assets from GLPI and PENN's outstanding equity interests in Tropicana Las Vegas.

GLPI retained ownership of the land and entered into a ground lease with Bally's.

In connection with this transaction, Tropicana LV, LLC was merged into GLP Capital.

GLPI paid a special earnings and profits dividend of $0.25 per share in the first quarter of 2023 related to the sale of the building assets to Bally's.

As partial consideration for the transactions with The Cordish Companies ("Cordish") described below, GLP Capital issued 7,366,683 newly-issued operating partnership units ("OP Units") to affiliates of Cordish.

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

Such issuance of OP Units to Cordish in exchange for its contribution of certain real property assets resulted in GLP Capital becoming treated as a partnership for income tax purposes, with GLPI being deemed to contribute substantially all of the assets and liabilities of GLP Capital in exchange for the general partnership and a majority of the limited partnership interests, and a minority limited partnership interest being owned by Cordish (the "UPREIT Transaction").

In advance of the UPREIT Transaction, the Company, together with GLP Financing II, Inc., jointly elected for GLP Financing II, Inc.

to be treated as a TRS effective December 23, 2021.

On January 3, 2023, the Company issued 286,643 OP Units to affiliates of Bally's in connection with its acquisition of Bally's Hard Rock Hotel & Casino Biloxi ("Bally's Biloxi") and Bally's Tiverton Casino & Hotel ("Bally's Tiverton").

On February 6, 2024, the Company also issued 434,304 OP Units in connection with the acquisition of the real estate assets of Tioga Downs Casino Resort ("Tioga Downs") from American Racing & Entertainment LLC ("American Racing").

On December 16, 2024, the Company issued 137,309 OP Units in connection with its acquisition of Bally's Kansas

City Casino ("Bally's Kansas City") and Bally's Shreveport Casino & Hotel ("Bally's Shreveport').

There were 8,224,939 OP Units outstanding (other than OP Units held directly or indirectly by the Company) as of December 31, 2024.

Since 2021, the Company has been structured as an umbrella partnership REIT under which substantially all of its business is conducted through GLP Capital, L.P.

("GLP Capital"), the day-to-day management of which is exclusively controlled by GLPI.

GLPI has no material assets other than its investment in GLP Capital.

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

As of December 31, 2025, GLPI owned 97.1% of the outstanding units of GLP Capital with the remaining units 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.

The Company's common stock is listed on the NASDAQ under the ticker symbol GLPI.

All debt of the Company, including revolving credit facilities, term loans and senior unsecured notes, is incurred by GLP Capital and its subsidiaries.

GLPI has fully and unconditionally guaranteed all of the Company's outstanding debt obligations.

The Company seeks to provide an opportunity to invest in the growth opportunities afforded by the gaming industry, with the stability and cash flow opportunities of a REIT.

GLPI’s primary business consists of acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease arrangements.

Triple-net leases are leases in which the lessee pays rent to the lessor, as well as all taxes, insurance, utilities and maintenance expenses that arise from the use of the property.

The Company also extends loans that produce fixed or variable returns which may convert into leased rent upon project completion or stabilization.

As of December 31, 2025, GLPI's portfolio consisted of interests in 69 gaming and related facilities, including 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 (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 (including Casino Queen) 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.

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 namely Bally's Chicago, the real property associated with 3 gaming and related facilities operated by The Cordish Companies ("Cordish"), 1 gaming facility managed by a subsidiary of Hard Rock International ("Hard Rock"), 4 gaming and related facilities operated by Strategic Gaming Management, LLC ("Strategic") and 1 gaming and related facility operated by American Racing & Entertainment, LLC ("American Racing").

These facilities, including our corporate headquarters building, are geographically diversified across 20 states and we own over 5,600 acres and lease approximately 1,000 acres.

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GLPI expects to continue growing its portfolio by pursuing opportunities to acquire or develop additional gaming facilities to lease to gaming operators under prudent terms.

PENN 2023 Master Lease and Amended PENN Master Lease

As a result of the Spin-Off, the Company owns substantially all of PENN’s former real property assets (as of the consummation of the Spin-Off) and leases back most of those assets to PENN for use by its subsidiaries pursuant to a unitary master lease (the initial form of such lease, the "Original PENN Master Lease").

The Original PENN Master Lease was a triple-net lease, the term of which was scheduled to expire on October 31, 2033, with no purchase option, followed by three remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions extending to October 31, 2048.

On October 10, 2022, the Company announced that it agreed to create a new master lease with PENN for seven of PENN's properties (the "PENN 2023 Master Lease").

The companies also agreed to a funding mechanism to support PENN's pursuit of relocation and development opportunities at several of the properties included in the PENN 2023 Master Lease.

Pursuant to this agreement, the Original PENN Master Lease was amended (the "Amended PENN Master Lease") to remove PENN's properties in Aurora and Joliet, Illinois;

Columbus and Toledo, Ohio;

and Henderson, Nevada.

The properties removed from the Original PENN Master Lease were added to the PENN 2023 Master Lease.

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

Both the Amended PENN Master Lease and the PENN 2023 Master Lease are triple-net operating leases that became effective on January 1, 2023, the terms of which expire on October 31, 2033, with no purchase options, followed by three remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions extending to October 31, 2048.

The Company agreed to fund up to $225 million for the relocation of PENN's riverboat casino in Aurora at a 7.75% cap rate and, if requested by PENN, will fund up to $350 million for the relocation of the Hollywood Casino Joliet, as well as the construction of a hotel at Hollywood Casino Columbus, and the construction of a second hotel tower at the M Resort Spa Casino at then current market rates.

PENN has not requested any funding for these projects to date.

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

Our Competitive Strengths

We believe the following competitive strengths will contribute significantly to our success:

Geographically Diverse Property Portfolio

We seek to expand our portfolio by working with multiple tenants in different jurisdictions.

We are focused primarily on regional gaming markets where customers are less dependent on air travel and where demand has historically been resilient.

As of December 31, 2025, our portfolio consisted of 69 gaming and related facilities.

Our portfolio, including our corporate headquarters building, is comprised of approximately 6,600 acres of land and is broadly diversified by location across 20 states which we expect to expand to 22 states our recently announced transactions in California and Virginia.

We expect that our geographic diversification will limit the effect of a decline in any one regional market on our overall performance.

Financially Secure Tenants

Approximately 97% of our cash rent comes from five of the company's tenants, PENN, Caesars, Boyd, Cordish and Bally's, that are leading, diversified, multi-jurisdictional owners and managers of gaming and pari-mutuel properties and established gaming providers.

With the exception of Cordish, all of the aforementioned tenants are publicly traded companies that are subject to the informational filing requirements of the Securities Exchange Act of 1934, as amended, and are required to file periodic reports on Form 10-K and Form 10-Q and current reports on Form 8-K with the Securities and Exchange Commission ("SEC").

Readers are directed to PENN's, Caesars, Boyd's and Bally's respective websites for further financial information on these companies.

Long-Term, Triple-Net Lease Structure

Our real estate properties are leased under long-term triple-net leases guaranteed by our tenants, pursuant to which the tenant is responsible for all facility maintenance, insurance required in connection with the leased properties and the business conducted on the leased properties, including coverage of the landlord's interests, taxes levied on or with respect to the leased properties (other than taxes on our income) and all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties.

Our leases include fixed escalators, escalators that are subject to the attainment of certain rent coverage ratios and other contractual rent growth features such as those linked to the Consumer Price Index ("CPI") with floors and ceilings.

Resilient Regional Gaming Characteristics

The Company’s asset portfolio is composed primarily of regional, drive-to gaming properties rather than destination resorts.

Historically, regional gaming properties have demonstrated lower performance volatility as compared to destination resort casinos.

Additionally, given lower capex burdens, regional gaming assets often prove to be more stable cash flowing assets when compared to destination resorts, under similar rent structure dynamics.

Furthermore, we believe that the recession resulting from the COVID-19 pandemic has illustrated the resiliency of the regional gaming market.

In spite of all our properties being mandated to close during mid-March 2020, the Company received all contractual rents, inclusive of rent credits, due in 2020.

We believe that our assets should generate substantial cash flows well into the future for both ourselves and our tenants.

Embedded growth through funding commitments

The Company grows through contractual escalations in our leases as well as acquisitions and fundings for development projects.

Since January 1, 2024, we have completed transactions totaling $3.7 billion.

See footnote 11 in the Notes to the financial statements for listing of the various funding commitments that are expected to contribute to future growth opportunities for the Company.

Flexible UPREIT Structure and disciplined capital allocation

We operate through an umbrella partnership, commonly referred to as an UPREIT structure, in which substantially all of our properties and assets are held by GLP Capital or by subsidiaries of GLP Capital.

Conducting business through GLP Capital allows us flexibility in the manner in which we structure and acquire properties.

In particular, an UPREIT structure may provide the ability to acquire additional properties from sellers in exchange for limited partnership units, which provides property owners the opportunity to defer the tax consequences that would otherwise arise from a sale of their real properties and other assets to us.

As a result, this structure may potentially facilitate our acquisition of assets in a more efficient manner and may allow us to acquire assets that the owner would otherwise be unwilling to sell because of tax considerations.

We believe that this flexibility may provide us an advantage in seeking future acquisitions.

We target accretive acquisitions and investments funded with a mix of debt and equity, while maintaining a conservative balance sheet and a credit profile supportive of investment-grade ratings.

Experienced and Committed Management Team

Our management team has extensive gaming and real estate experience.

Carlino, our chief executive officer, has more than 30 years of experience in the acquisition and development of gaming facilities and other real estate projects.

Through years of public company experience, our management team also has extensive experience accessing both debt and equity capital markets to fund growth and maintain a flexible capital structure.

Property and lease information

At December 31, 2025, the Company had the following leases in place with various tenants:

PENN Leases and Boyd Leases

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").

Both of these leases are triple-net leases, the terms of which expire on October 31, 2033, with no purchase options, followed by three remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions.

In April 2016, the Company acquired substantially all of the real estate assets of Pinnacle Entertainment, Inc.

("Pinnacle") for approximately $4.8 billion.

The Company originally leased these assets back to Pinnacle, under a unitary triple-net lease, the term of which expires April 30, 2031, with no purchase option, followed by four remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions (the "Pinnacle Master Lease").

On October 15, 2018, the Company completed its previously announced transactions with PENN, Pinnacle and Boyd to accommodate PENN's acquisition of the majority of Pinnacle's operations, pursuant to a definitive agreement and plan of merger between PENN and Pinnacle, dated December 17, 2017 (the "PENN-Pinnacle Merger").

("Pinnacle") and leased these assets back to Pinnacle, under a triple-net lease, the term of which expires April 30, 2031, with no purchase option, followed by four remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions (the "Pinnacle Master Lease").

On October 15, 2018, the Company completed transactions with PENN, Pinnacle and Boyd to accommodate PENN's acquisition of the majority of Pinnacle's operations, pursuant to a definitive agreement and plan of merger between PENN and Pinnacle, dated December 17, 2017 (the "PENN-Pinnacle Merger").

Concurrent with the PENN-Pinnacle Merger, the Company amended the Pinnacle Master Lease to allow for the sale of the operating assets of Ameristar Casino Hotel Kansas City, Ameristar Casino Resort Spa St.

Charles and Belterra Casino Resort from Pinnacle to Boyd (as amended, the "Amended Pinnacle Master Lease") and entered into a new unitary triple-net master lease agreement with Boyd (the "Boyd Master Lease") for these properties on terms similar to the Company’s Amended Pinnacle Master Lease.

The Boyd Master Lease has an initial

term of 10 years (from the original April 2016 commencement date of the Pinnacle Master Lease and expiring April 30, 2026), with no purchase option, followed by five 5-year renewal options (exercisable by the tenant) on the same terms and conditions.

The Company also purchased the real estate assets of Plainridge Park Casino ("Plainridge Park") from PENN for $250.0 million, exclusive of transaction fees and taxes, and added this property to the Amended Pinnacle Master Lease.

Charles and Belterra Casino Resort from Pinnacle to Boyd (the "Amended Pinnacle Master Lease") and entered into a new unitary triple-net lease with Boyd (the "Boyd Master Lease") for these properties on terms similar to the Company's Amended Pinnacle Master Lease.

The Company also purchased the real estate assets of Plainridge Park Casino ("Plainridge Park") from PENN and added this property to the Amended Pinnacle Master Lease.

The Amended Pinnacle Master Lease was assumed by PENN at the consummation of the PENN-Pinnacle Merger.

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

The annual rent is comprised of a fixed component, part of which is subject to an annual escalator of up to 2% if certain rent coverage ratio thresholds are met, and a component that is based on the performance of the facilities which is adjusted, subject to certain floors, every two years to an amount equal to 4% of the average annual net revenues of Belterra Park during the preceding two years in excess of a contractual baseline.

Third Amended and Restated Caesars Master Lease

On October 1, 2018, the Company closed its previously announced transaction to acquire certain real property assets from Tropicana Entertainment Inc.

("Tropicana") and certain of its affiliates pursuant to a Purchase and Sale Agreement dated April 15, 2018 between Tropicana and GLP Capital, which was subsequently amended on October 1, 2018 (as amended, the "Amended Real Estate Purchase Agreement").

Pursuant to the terms of the Amended Real Estate Purchase Agreement, the Company acquired the real estate assets of Tropicana Atlantic City, Bally's Evansville Casino & Hotel (Bally's Evansville"), Tropicana Laughlin, Trop Casino Greenville and the Belle of Baton Rouge ("The Belle") (the "GLP Assets") from Tropicana for an aggregate cash purchase price of $964.0 million, exclusive of transaction fees and taxes (the "Tropicana Acquisition").

Concurrent with the Tropicana Acquisition, Eldorado Resorts, Inc.

(now doing business as Caesars) acquired the operating assets of these properties from Tropicana pursuant to an Agreement and Plan of Merger dated April 15, 2018 by and among Tropicana, GLP Capital, Caesars and a wholly-owned subsidiary of Caesars and leased the real property from the Company pursuant to the terms of a new unitary triple-net master lease with an initial term of 15 years, with no purchase option, followed by four successive 5-year renewal periods (exercisable by the tenant) on the same terms and conditions (the "Caesars Master Lease").

On June 15, 2020, the Company amended and restated the Caesars Master Lease (as amended, the "Amended and Restated Caesars Master Lease") to, (i) extend the initial term of 15 years to 20 years, with renewals of up to an additional 20 years at the option of Caesars, (ii) remove the variable rent component in its entirety commencing with the third lease year, (iii) in the third lease year, increase annual land base rent and annual building base rent, (iv) provide fixed escalation percentages that delay the escalation of building base rent until the commencement of the fifth lease year with building base rent increasing annually by 1.25% in the fifth and sixth lease years, 1.75% in the seventh and eighth lease years and 2% in the ninth lease year and each lease year thereafter, (v) subject to the satisfaction of certain conditions, permit Caesars to elect to replace the Bally's Evansville and/or Trop Casino Greenville properties under the Amended and Restated Caesars Master Lease with one or more of Caesars Gaming Scioto Downs, The Row in Reno, Isle Casino Racing Pompano Park, Isle Casino Hotel – Black Hawk, Lady Luck Casino – Black Hawk, Isle Casino Waterloo ("Waterloo"), Isle Casino Bettendorf ("Bettendorf") or Isle of Capri Casino Boonville, provided that the aggregate value of such new property, individually or collectively, was at least equal to the value of Bally's Evansville or Trop Casino Greenville, as applicable, (vi) permit Caesars to elect to sell its interest in The Belle and sever it from the Amended and Restated Caesars Master Lease (with no change to the rent obligation to the Company), subject to the satisfaction of certain conditions, and (vii) provide certain relief under the operating, capital expenditure and financial covenants thereunder in the event of facility closures due to pandemics, governmental restrictions and certain other instances of unavoidable delay.

The effectiveness of the Amended and Restated Caesars Master Lease was subject to the review and approval of certain gaming regulatory agencies and the expiration of applicable gaming regulatory advance notice periods which conditions were satisfied on July 23, 2020.

On December 18, 2020, the Company and Caesars amended and restated the Amended and Restated Caesars Master Lease (as amended and restated, the "Second Amended and Restated Caesars Master Lease") in connection with the completion of an Exchange Agreement (the "Exchange Agreement") with subsidiaries of Caesars in which Caesars transferred to the Company the real estate assets of Waterloo and Bettendorf in exchange for the transfer by the Company to Caesars of the real property assets of Bally's Evansville, plus a cash payment of $5.7 million.

In connection with the Exchange Agreement, the annual building base rent and the annual land base rent were increased.

On November 13, 2023, the Company and Caesars amended and restated the Second Amended and Restated Caesars Master Lease (as amended and restated, the "Third Amended and Restated Caesars Master Lease") in connection with Caesars selling its interest in The Belle to Casino Queen with no change in rent obligation to the Company.

Horseshoe St.

On October 1, 2018, the Company entered into a loan agreement with Caesars in connection with Caesars acquisition of Lumière Place Casino, now known as Horseshoe St.

Louis, whereby the Company loaned Caesars $246.0 million (the "CZR loan").

The CZR loan bore interest at a rate equal to (i) 9.09% until October 1, 2019 and (ii) 9.27% until its maturity.

On the one-year anniversary of the CZR loan, the mortgage evidenced by a deed of trust on the Horseshoe St.

Louis property terminated and the loan became unsecured.

On June 24, 2020, the Company received approval from the Missouri Gaming Commission to own the real estate assets of the Horseshoe St.

Louis property in satisfaction of the CZR loan.

On September 29, 2020, the transaction closed and the Company entered into a new single property triple net lease with an affiliate of Caesars (the "Horseshoe St.

Louis Lease") the initial term of which expires on October 31, 2033, with four separate renewal options of five years each, exercisable at the tenant's option.

The Horseshoe St.

Louis Lease was amended on December 1, 2021 to adjust the rent terms to fix the annual escalator at 1.25% for the second through fifth lease years, increasing to 1.75% for the sixth and seventh lease years and thereafter increasing by 2.0% for the remainder of the lease.

Bally's Master Lease, Bally's Chicago Land Lease and Bally's Master Lease II and the Third Amended and Restated Casino Queen Master Lease

On June 3, 2021, the Company completed its previously announced transaction pursuant to which a subsidiary of Bally's acquired 100% of the equity interests in the Caesars subsidiary that operated Bally's Evansville and the Company reacquired the real property assets of Bally's Evansville from Caesars for a cash purchase price of approximately $340.0 million.

In addition, the Company purchased the real estate assets of Dover Downs Hotel & Casino (now Bally's Dover Casino Resort) from Bally's for a cash purchase price of approximately $144.0 million.

The real estate assets of these two facilities were added to a new triple net master lease (the "Bally's Master Lease") the annual rent of which is subject to contractual escalations based on the Consumer Price Index ("CPI") with a 1% floor and a 2% ceiling, subject to the CPI meeting a 0.5% threshold.

The Bally's Master Lease 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 completed the acquisitions of the real estate assets of Bally's Casino Black Hawk ("Bally's Black Hawk") and Bally's Quad Cities on April 1, 2022 and Bally's Biloxi and Bally's Tiverton on January 3, 2023.

The Bally's Master Lease was amended to add these properties with annual rent increases that are subject to the escalation clauses described above.

In connection with GLPI’s commitment to consummate the Bally’s Biloxi and Bally's Tiverton acquisitions, the Company also agreed to pre-fund, at Bally’s election, a deposit of up to $200.0 million, which was funded in September 2022.

This amount was credited to the Company along with a $9.0 million transaction fee payable at closing which occurred on January 3, 2023.

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 $735.0 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.

On July 12, 2024, the Company announced that it entered into a binding term sheet with Bally’s pursuant to which the Company would acquire the real property assets of Bally’s Kansas City and Bally’s Shreveport as well as the land under Bally’s planned permanent Chicago casino site, and fund the construction of certain real property improvements of the Bally’s Chicago Casino Resort (“Bally’s Chicago”) for aggregate consideration of approximately $1.585 billion.

The term sheet represents a binding agreement between the Company and Bally's unless or until superseded by long-form definitive documents reflecting mutually agreed transaction terms and conditions in further detail.

The Company intends to fund construction hard costs of up to $940.0 million for Bally's Chicago, with the remainder to be funded by Bally’s with the sale leaseback proceeds related to Bally’s Kansas City and Bally’s Shreveport along with other funding sources such as Bally’s Chicago’s planned initial public offering and cash flows from operations.

Funding is expected to occur through December 2026.

The Company will own all funded improvements, which will be leased to Bally’s with rent commencing as advances are made.

As of December 31, 2024, no construction hard costs have been funded by the Company.

The contemplated transactions are subject to several conditions as well as certain third-party consents and regulatory approvals.

On September 11, 2024, the Company acquired the land for $250 million, subject to an existing ground lease with Bally's.

The ground lease was amended at closing to provide for initial annual rent of $20 million (the "Bally's Chicago Land Lease").

The Bally's Chicago Land Lease is cross-defaulted with the construction development funding agreement.

The parties anticipate entering into a new Bally's Chicago land lease to reflect the lease terms agreed upon between the Company and Bally's in the binding term sheet.

Upon completion of the improvements, the Company expects to own substantially all of the real estate land and improvements related to the Chicago casino and hotel for a total investment of $1.19 billion.

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 for total consideration of approximately $395 million, which consisted of 137,309 OP units valued at $6.8 million and $388.6 million of cash, of which $332.5 million was funded on the Company's revolving credit facility with the remainder paid with cash on hand.

The two properties are in a new triple net master lease that is cross-defaulted with the existing Bally’s Master Lease with the initial annual cash rent pursuant to the agreement for the two new properties of $32.2 million (the "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.

On February 7, 2025, Bally's completed its merger transactions with Standard General and its affiliates, and pursuant to the terms of the merger agreement, Casino Queen is now a subsidiary of Bally's.

On November 25, 2020, the Company entered into a definitive agreement to sell the operations of its Hollywood Casino Baton Rougeto Casino Queen for $28.2 million (the "HCBR transaction").

The HCBR transaction closed on December 17, 2021.

The Company retained ownership of all real estate assets at Hollywood Casino Baton Rouge and simultaneously entered into the Second Amended and Restated Casino Queen Master Lease.

The lease has an initial term of 15 years with four 5 year renewal options exercisable by the tenant on the same terms and conditions.

See Note 12 for a discussion regarding such renewal options.

Annual rent increases by 0.5% for the first six years.

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 increase is less than 0.25% then rent will remain unchanged for such lease year.

Additionally, the Company's landside development project at Casino Queen Baton Rouge was completed in late August 2023 and the rent under the Second Amended and Restated Casino Queen Master Lease was adjusted upon opening to reflect a yield of 8.25% on GLPI's project costs of $77 million.

The Company then entered into an amendment to the Second Amended and Restated Casino Queen Master Lease in connection with the acquisition of the land and certain improvements at Casino Queen Marquette for $32.72 million on September 6, 2023.

The annual rent on the Second Amended and Restated Casino Queen Master Lease was increased by $2.7 million for this acquisition.

Additionally, the Company anticipates funding certain construction costs of a landside development project at Casino Queen Marquette for an amount not to exceed $16.5 million.

The rent will be adjusted to reflect a yield of 8.25% for the funded project costs.

The Company entered into the Third Amended and Restated Casino Queen Master Lease on November 13, 2023.

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 $35.1 million has been funded as of December 31, 2024, which is expected to be completed by September 2025.

The casino will continue to operate during the construction period except while gaming equipment is being moved to the new facility.

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 and rent will be deferred until the facility is ready for its intended use.

Tropicana Las Vegas Lease

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 former 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 the Company’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, which resulted in a pre-tax gain of $67.4 million, $52.8 million after-tax.

GLPI retained ownership of the land and concurrently entered into a ground lease for an initial term of 50 years (with a maximum term of 99 years inclusive of tenant renewal options).

All rent is subject to contractual escalations based on the CPI, with a 1% floor and 2% ceiling, subject to the CPI

meeting a 0.5% threshold.

The ground lease is supported by a Bally’s corporate guarantee and cross-defaulted with the Bally's Master Lease (the "Tropicana Las Vegas Lease").

On May 13, 2023 the Company, Tropicana Las Vegas, Inc., a Nevada corporation and wholly owned subsidiary of Bally’s, and Athletics Holdings LLC (“Athletics”), which owns the Major League Baseball team currently known as the Oakland Athletics (the “Team”), entered into a binding letter of intent (the “LOI”) setting forth the terms for developing a stadium that would serve as the home venue for the Team (the “Stadium”).

The Stadium is expected to complement the potential casino resort redevelopment envisioned at our 35-acre property in Clark County, Nevada (the “Tropicana Site”), owned indirectly by GLPI through its indirect subsidiary, Tropicana Land LLC, a Nevada limited liability company and leased by the Company to Bally’s pursuant to the Tropicana Las Vegas Lease.

The LOI allows for Athletics to be granted fee ownership by GLPI of approximately 9 acres of the Tropicana Site for construction of the Stadium.

The LOI provides that following the Stadium site transfer, there will be no reduction in the rent obligations of Bally’s on the remaining portion of the Tropicana Site or other modifications to the Tropicana Las Vegas Lease, and that to the extent the Company has any consent or approval rights under the Tropicana Las Vegas Lease, such rights shall remain enforceable unless expressly modified in writing in the definitive documents.

Bally's and the Company agreed to provide the Stadium site transfer in exchange for the benefits that the Stadium is expected to bring to the Tropicana Site.

The LOI provides that Athletics shall pay all the costs associated with the design, development, and construction of the Stadium and Bally’s shall pay all costs for the redevelopment of the casino and hotel resort amenities.

The Company is expected to commit to up to $175.0 million of funding for hard construction costs, such as demolition and site preparation and build out of minimum public spaces needed for utilization of the Stadium.

The LOI provides that during the development period, rent will be due at 8.5% of what has been funded, provided that the first $15.0 million advanced for the costs of construction of the food, beverage and retail entrance plaza shall not be subject to increased rent.

The Company may have the opportunity to fund additional amounts of the construction under certain circumstances.

In addition, the LOI provides that the transaction will be subject to customary approvals and other conditions, including, without limitation, approval of a master plan for the site and certain approvals by the Nevada Gaming Control Board and Nevada Gaming Commission.

In late August 2024, the Company funded $48.5 million to Bally's to pay for the demolition costs of the Tropicana Las Vegas as part of the development plans for the Stadium and annual rent was increased by $4.1 million as a result.

The change in rent terms resulted in a lease reconsideration event.

The lease is now classified as a sales type lease which resulted in a $3.8 million gain that was recorded in gains from dispositions of property on the Consolidated Statement of Operations during the year ended December 31, 2024.

Morgantown Lease

On October 1, 2020, the Company and PENN closed on their previously announced transaction whereby GLPI acquired the land under PENN's gaming facility under construction in Morgantown, Pennsylvania in exchange for $30.0 million in rent credits that were utilized by PENN in the fourth quarter of 2020.

The Company is leasing the land back to an affiliate of PENN for an initial term of 20 years, followed by six 5-year renewal options exercisable by the tenant.

On the opening date of the gaming facility and on each anniversary thereafter for each of the following three lease years rent increased by 1.5% annually (on a prorated basis for the remainder of the lease year in which the gaming facility opened) for each of the following three lease years and commencing on the fourth anniversary of the opening date and for each anniversary thereafter, (i) if the CPI increase is at least 0.5% for any lease year, the rent for such lease year shall increase by 1.25% of rent as of the immediately preceding lease year, and (ii) if the CPI increase is less than 0.5% for such lease year, then the rent shall not increase for such lease year (the "Morgantown Lease").

Hollywood Casino Morgantown opened on December 22, 2021.

Maryland Live!

Lease and Pennsylvania Live!

On December 6, 2021, the Company announced that it agreed to acquire the real property assets of Live!

Casino & Hotel Maryland, Live!

Casino & Hotel Philadelphia, and Live!

Casino Pittsburgh, including applicable long-term ground leases, from affiliates of Cordish for aggregate consideration of approximately $1.81 billion, excluding transaction costs at deal announcement.

The transaction also includes a binding partnership on future Cordish casino developments, as well as potential financing partnerships between the Company and Cordish in other areas of Cordish's portfolio of real estate and operating businesses.

On October 1, 2020, the Company acquired the land under PENN's gaming facility under construction in Morgantown, Pennsylvania.

The Company is leasing the land back to an affiliate of PENN for an initial term of 20 years with no purchase option, followed by six 5-year renewal options exercisable by the tenant (the "Morgantown Lease").

Bally's Leases

The Company has several leases and development agreements with Bally's.

The first lease was entered into on June 3, 2021 and subsequent to this date the lease was amended to add several additional real estate assets of Bally's to it (the "Bally's Master Lease").

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.

GLPI retained ownership of the land and concurrently entered into a ground lease with Bally's for an initial term of 50 years (with a maximum term of 99 years inclusive of tenant renewal options) (as amended, the "Tropicana Las Vegas Lease").

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 development agreement for Bally's Chicago and amended the existing land lease to include the building improvements (the "Bally's Chicago Lease").

On December 16, 2024, the Company completed the acquisition 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").

Effective July 1, 2025, the DraftKings at Casino Queen and The Queen Baton Rouge properties in the Casino Queen Master Lease (defined below) 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.

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

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 (as amended, the "Casino Queen Master Lease").

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 as previously discussed above.

Caesars Leases

On October 1, 2018, the Company entered into a master lease with Caesars, which expires on September 30, 2038, with no purchase option, with four separate renewal options of 5 years each, exercisable at the tenant's option, on the same terms and conditions (as amended, the "Amended and Restated Caesars Master Lease").

The Company has a single property lease with Caesars for the real estate assets of Horseshoe St.

Louis (the "Horseshoe St.

Louis Lease") which became effective on September 29, 2020, with no purchase option, whose initial term expires on October 31, 2033, with four separate renewal options of five years each, exercisable at the tenant's option.

Cordish Leases

On December 29, 2021, the Company completed its acquisition of the real property assets of Live!

Casino & Hotel Maryland and entered into a single asset triple net lease for Live!

Casino & Hotel Maryland (the "Maryland Live!

Casino & Hotel Maryland and entered into a single asset lease for the property (the "Maryland Live!

On March 1, 2022, the Company completed its acquisition of the real estate assets of Live!

Casino & Hotel Philadelphia and Live!

Casino Pittsburgh for $689 million and leased back the real estate to Cordish pursuant to a new triple net master lease with Cordish (as amended from time to time, the "Pennsylvania Live!

Casino Pittsburgh and leased back the real estate to Cordish pursuant to a new triple net master lease with Cordish (as amended from time to time, the "Pennsylvania Live!

Master Lease").

The Pennsylvania Live!

Master Lease and the Maryland Live!

Lease each have initial lease terms of 39 years, with a maximum term of 60 years inclusive of tenant renewal

The annual rent for both leases has a 1.75% fixed yearly escalator on the entirety of rent commencing on the leases' second anniversary.

Rockford Lease and Rockford Loan

On August 29, 2023, the Company acquired the land associated with a casino development project in Rockford, Illinois from an affiliate of 815 Entertainment, LLC ("815 Entertainment") for $100.0 million.

The casino opened in August 2024 and is managed by a subsidiary of Hard Rock.

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

The initial annual rent for the ground lease is $8.0 million, subject to fixed 2% annual escalation beginning with the lease's first anniversary and for the entirety of its term.

In addition to the Rockford Lease, the Company also committed to provide up to $150 million of development funding via a senior secured delayed draw term loan (the "Rockford Loan").

Borrowings under the Rockford Loan are subject to an interest rate of 10%.

The Rockford Loan has a maximum outstanding period of up to 6 years (5-year initial term with a 1-year extension).

The Rockford Loan is prepayable without penalty following the opening of the Hard Rock Casino in Rockford, IL ("Hard Rock Casino Rockford") which occurred in late August 2024.

As of December 31, 2024, $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 Rockford if there is a future decision to sell them.

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.

The Company has a right of first refusal on the building improvements of the Hard Rock Casino Rockford if there is a future decision to sell them.

Rockford Lease

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").

Tioga Downs Lease

On February 6, 2024, the Company acquired the real estate assets of Tioga Downs in Nichols, NY from American Racing for $175.0 million.

Simultaneous with the acquisition, an affiliate of GLPI and American Racing entered into a triple-net lease agreement for an initial 30 year term followed by two renewal options of 10 years each and a third renewal option of approximately 12 years and ten months (exercisable by the tenant) (the "Tioga Downs Lease").

The initial annual rent is $14.5 million and is subject to annual fixed escalations of 1.75% beginning with the first anniversary which increases to 2% beginning in year fifteen of the lease through the remainder of its initial term.

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").

Strategic Gaming Leases

On May 16, 2024, the Company acquired the real estate assets of Silverado Franklin Hotel & Gaming Complex ("Silverado"), the Deadwood Mountain Grand ("DMG") casino, and Baldini's Casino ("Baldini's") from Strategic for $105 million, plus an additional $5 million that was funded at closing for reimbursement for capital improvements.

Simultaneous with the acquisition, GLPI Capital and affiliates of Strategic entered into two cross-defaulted triple-net lease agreements, each for an initial 25-year term with two ten-year renewal periods (exercisable by the tenant) (the "Strategic Gaming Leases").

The initial aggregate annual cash rent is $9.2 million and is subject to a fixed 2.0% annual escalation beginning in year three of the lease and a CPI-based annual escalation beginning in year 11 of the lease, at the greater of 2% or CPI capped at 2.5%.

As part of the transaction, the Company also secured a right of first refusal on the real estate related to future acquisitions until Strategic's adjusted EBITDAR related to GLPI's owned assets reaches $40 million annualized.

In September 2024, the Company entered into a $110 million delayed draw term loan facility with the Ione Band of Miwok Indians ("Ione") (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 approving the transaction documents, including the long-term lease.

As of December 31, 2024, $15.1 million was advanced and outstanding under the Ione Loan which has a 5-year term and an interest rate of 11%.

The obligations under the Amended Penn Master Lease, PENN 2023 Master Lease, Amended Pinnacle Master Lease, and the Morgantown Lease, are guaranteed by PENN and, with respect to each lease, jointly and severally by PENN's subsidiaries that occupy and operate the facilities covered by such lease.

Similarly, the obligations under the Third Amended and Restated Caesars Master Lease, the Horseshoe St.

Louis Lease, the Third Amended and Restated Casino Queen Master Lease, the Bally's Master Lease, the Bally's Master Lease II, the Strategic Gaming Leases and the Tioga Downs Lease are jointly and severally guaranteed by the applicable parent company and the parent's subsidiaries that occupy and operate the facilities leased under these respective leases.

The obligations under the Tropicana Las Vegas Lease are guaranteed by Bally's.

The obligations under the Boyd Master Lease are jointly and severally guaranteed by Boyd's subsidiaries that occupy and operate the facilities leased under the Boyd Master Lease.

Similarly, the obligations under the Maryland Live!

Lease and Pennsylvania Live!

Master Lease are jointly and severally guaranteed by the Cordish subsidiaries that occupy and operate the facilities leased under the respective leases and the obligations under the Rockford Lease are jointly and severally guaranteed by the subsidiaries of 815 Entertainment, LLC that occupy and operate the facility under the Rockford Lease.

The rent structure under the Amended PENN Master Lease includes a fixed component, a portion of which is subject to an annual escalator of up to 2% if certain rent coverage ratio thresholds are met, and a component that is based on the performance 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) (i) every five 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.

Similar to the Amended PENN Master Lease, the Amended Pinnacle Master Lease also includes a fixed component, a portion of which is subject to an annual escalator of up to 2% if certain rent coverage ratio thresholds are met and a component that is based on the performance of the facilities, which is prospectively adjusted, subject to certain floors (namely the Bossier City Boomtown property due to PENN's acquisition of a competing facility, Margaritaville Resort Casino), every two years to an amount equal to 4% of the average net revenues of all facilities under the Amended Pinnacle Master Lease during the preceding two years in excess of a contractual baseline.

The PENN 2023 Master Lease that became effective on January 1, 2023 has annual rent which is fixed and subject to annual escalation of 1.50%, with the first escalation for the lease year beginning on November 1, 2023.

In addition to the fixed escalations, a one-time annualized increase of $1.4 million is scheduled to occur on November 1, 2027.

The prepaid rent and deferred revenue from the Perryville Lease and Meadows Lease (which were terminated effective January 1, 2023 and whose underlying real estate was added to the PENN 2023 Master Lease) along with an allocation of the deferred revenue from the Original PENN Master Lease, as well as the guaranteed fixed escalations and the one-time annual base rent increase, are being recognized on a straight-line basis over the initial lease term, which expires on October 31, 2033.

The Third Amended and Restated Caesars Master Lease building base rent escalates at 1.25% during the fifth and sixth lease years.

In the seventh and eighth lease years it escalates at 1.75% and then escalates at 2% in the ninth lease year and each lease year thereafter.

The Boyd Master Lease includes a fixed component, a portion of which is subject to an annual escalator of up to 2% if certain rent coverage ratio thresholds are met, and a component that is based on the performance of the facilities, which is adjusted every two years to an amount equal to 4% of the average annual net revenues of all facilities under the Boyd Master Lease during the preceding two years in excess of a contractual baseline.

In May 2020, the Company acquired the real estate of Belterra Park in satisfaction of the Belterra Park Loan, subject to the Belterra Park Lease with a Boyd affiliate operating the property.

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

The annual rent is comprised of a fixed component, part of which is subject to an annual escalator of up to 2% if certain rent coverage ratio thresholds are met and a component that is based on the performance of the facilities which is adjusted, subject to certain floors, every two years to an amount equal to 4% of the average annual net revenues of Belterra Park during the preceding two years in excess of a contractual baseline.

On September 29, 2020, the Company acquired the real estate of Horseshoe St.

Louis in satisfaction of the CZR loan, subject to the Horseshoe St.

Louis Lease, the initial term of which expires on October 31, 2033, with 4 separate renewal options of five years each, exercisable at the tenant's option.

The Horseshoe St.

Louis Lease's rent is subject to an annual escalator of 1.25% for the second through fifth lease years, increasing to 1.75% for the sixth and seventh lease years and thereafter

increasing by 2.0% for the remainder of the lease.

The Morgantown Lease became effective on October 1, 2020 whereby the Company is leasing the land under PENN's gaming facility and the rent for lease year two and three was increased by 1.5% annually (and on a prorated basis for the remainder of the lease year in which the gaming facility opened) and (ii) commencing on the fourth anniversary of the opening date and for each anniversary thereafter, (a) if the CPI increase is at least 0.5% for any lease year, the rent for such lease year shall increase by 1.25% of rent as of the immediately preceding lease year, and (b) if the CPI increase is less than 0.5% for such lease year, then the rent shall not increase for such lease year.

Hollywood Casino Morgantown opened on December 22, 2021.

Rent under the Third Amended and Restated Casino Queen Master Lease increases annually by 0.5% for lease years two through six.

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 increase is less than 0.25%, rent will remain unchanged for such lease year.

Additionally, the Company's landside development project at Casino Queen Baton Rouge was completed in late August 2023 and rent was adjusted to reflect a yield of 8.25% on GLPI's project costs of $77 million.

The Company also acquired the land and certain improvements at Casino Queen Marquette for $32.72 million as of September 6, 2023.

The annual rent was increased by $2.7 million for this acquisition.

Finally, the Company anticipates funding up to $111 million for a landside move and hotel renovation of the Belle for Casino Queen, of which $35.1 million has been funded as of December 31, 2024 as well as certain construction costs for an amount not to exceed $16.5 million, for a landside development project at Casino Queen Marquette.

The Bally's Master Lease became effective on June 3, 2021 and rent is subject to contractual escalations based on the CPI, with a 1% floor and a 2% ceiling, subject to the CPI meeting a 0.5% threshold.

The Company completed the acquisitions of the real estate assets of Bally's Biloxi and Bally's Tiverton on January 3, 2023 and Bally's Black Hawk and Bally's Quad Cities on April 1, 2022.

The existing Bally's Master Lease was amended to add these properties with annual rent increases subject to the escalation clauses described above.

As previously discussed the Company assumed a ground lease in connection with the acquisition of the Chicago land for approximately $250 million and at closing amended the ground lease subject to the Bally's Chicago Land Lease.

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

Income deferred on the project is recorded in deferred rental revenue and totaled $6.1 million for the year ended December 31, 2024.

On December 29, 2021, the Maryland Live!

Lease with Cordish became effective, with annual rent increasing by 1.75% upon the second anniversary of the lease commencement.

The Pennsylvania Live!

Master Lease with Cordish became effective March 1, 2022 with annual rent increasing by 1.75% upon the second anniversary of the lease commencement.

These leases were accounted for as an Investment in leases, financing receivables.

On September 26, 2022, the Tropicana Las Vegas Lease became effective.

Commencing on the first anniversary and on each anniversary thereafter, if the CPI increase is at least 0.5% for any lease year, the rent shall increase by the greater of 1% of the rent in effect for the preceding lease year and the CPI increase, capped at 2%.

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

In late August 2024, the Tropicana Las Vegas Lease was reconsidered due to a change in rent terms which resulted in the lease being accounted for as a sales type lease.

On August 29, 2023, the Company acquired the land associated with a development project in Rockford, IL.

Simultaneously with the land acquisition, the Company entered into the Rockford Lease which has a 99-year term and initial annual rent subject to fixed 2% annual escalation beginning with the lease's first anniversary and for the entirety of its term.

On February 6, 2024, the Company announced it had acquired the real estate assets of Tioga Downs.

Simultaneously with the acquisition, the Company entered into the Tioga Downs Lease which has an initial lease term of 30 years and initial annual rent that is subject to annual fixed escalations of 1.75% beginning with the first anniversary which increases to 2% beginning in year fifteen of the lease through the remainder of its initial term.

On May 16, 2024, the Company acquired the real estate assets of Silverado, DMG, and Baldini's.

Simultaneous with the acquisition, the Company and affiliates of Strategic entered into the Strategic Gaming Leases.

The rent is subject to a fixed 2.0% annual escalation beginning in year three of the lease and a CPI-based annual escalation beginning in year 11 of the lease, at the greater of 2% or CPI capped at 2.5%.

On December 16, 2024, Bally's Master Lease II became effective and the initial annual rent is subject to contractual escalations based on the CPI, with a 1% floor and a 2% ceiling, subject to the CPI meeting a 0.5% threshold.

Simultaneous with the acquisition, GLP Capital and affiliates of Strategic entered into two cross-defaulted triple-net lease agreements, each for an initial 25-year term with no purchase option and two ten-year renewal periods (exercisable by the tenant) (the "Strategic Gaming Leases").

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.

Key terms of leases

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 December 31, 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 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.

Before a rent escalation of up to 2% on the building base rent component of each lease can occur, the minimum coverage ratio for these leases needs to be 1.8 to 1 for the applicable lease year.

• The reported Coverage ratios below with respect to our tenants' rent coverage over the trailing twelve months were provided by our tenants for the most recently available time period.

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, leases with development projects or on leases that have been in effect for less than twelve months.

• The Amended PENN Master Lease, the Amended Pinnacle Master Lease, the Boyd Master Lease, and the Belterra Park Lease each include (i) a fixed rent component, a portion of which escalates annually by up to 2% if specified rent coverage thresholds are met, and (ii) a percentage rent component tied to property performance.

The percentage rent component is recalculated periodically, every five years for the Amended PENN Master Lease and every two years for the other leases, based on 4% of the average annual net revenues of the applicable facilities in excess of a contractually defined baseline, subject to certain floors.

Master Leases

Penn 2023 Master Lease Amended Penn Master Lease

Operator PENN PENN

Properties Hollywood Casino Aurora Aurora, IL Hollywood Casino Lawrenceburg Lawrenceburg, IN

Hollywood Casino Joliet Joliet, IL Argosy Casino Alton Alton, IL

Hollywood Casino Toledo Toledo, OH Hollywood Casino at Charles Town Races Charles Town, WV

Hollywood Casino Columbus Columbus, OH Hollywood Casino at Penn National Race Course Grantville, PA

M Resort Henderson, NV Hollywood Casino Bangor Bangor, ME

Hollywood Casino at the Meadows Washington, PA Zia Park Casino Hobbs, NM

Hollywood Casino Perryville Perryville, MD Hollywood Casino Gulf Coast Bay St.

Argosy Casino Riverside Riverside, MO

Hollywood Casino Tunica Tunica, MS

Boomtown Biloxi Biloxi, MS

Hollywood Casino St.

Louis Maryland Heights, MO

Hollywood Gaming Casino at Dayton Raceway Dayton, OH

Hollywood Gaming Casino at Mahoning Valley Race Track Youngstown, OH

1st Jackpot Casino Tunica, MS

Commencement Date 1/1/2023 11/1/2013

Lease Expiration Date 10/31/2033 10/31/2033

Remaining Renewal Terms 15 (3x5 years) 15 (3x5 years)

Corporate Guarantee Yes Yes

Master Lease with Cross Collateralization Yes Yes

Technical Default Landlord Protection Yes Yes

Default Adjusted Revenue to Rent Coverage 1.1 1.1

Competitive Radius Landlord Protection Yes Yes

Escalator Details

Yearly Base Rent Escalator Maximum 1.5% (1)

Coverage ratio at September 30, 2025 1.86 2.12

Minimum Escalator Coverage Governor N/A 1.8

Yearly Anniversary for Realization November November

Percentage Rent Reset Details

Reset Frequency N/A 5 years

Next Reset N/A Nov-28

(1) In addition to the annual escalation, a one-time annualized increase of $1.4 million occurs on November 1, 2027.

Master Leases

Amended Pinnacle Master Lease Bally's Master Lease

Operator PENN Bally's

Properties Ameristar Black Hawk Black Hawk, CO Bally's Evansville Evansville, IN

Ameristar East Chicago East Chicago, IN Bally's Dover Casino Resort Dover, DE

Ameristar Council Bluffs Council Bluffs, IA Black Hawk (Black Hawk North, West and East casinos) Black Hawk, CO

L'Auberge Baton Rouge Baton Rouge, LA Quad Cities Casino & Hotel Rock Island, IL

Boomtown Bossier City Bossier City, LA Bally's Tiverton Hotel & Casino Tiverton, RI

L'Auberge Lake Charles Lake Charles, LA Hard Rock Casino and Hotel Biloxi Biloxi, MS

Boomtown New Orleans New Orleans, LA

Ameristar Vicksburg Vicksburg, MS

River City Casino & Hotel St.

Jackpot Properties (Cactus Petes and Horseshu) Jackpot, NV

Plainridge Park Casino Plainville, MA

Commencement Date 4/28/2016 6/3/2021

Lease Expiration Date 4/30/2031 6/2/2036

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

Corporate Guarantee Yes Yes

Master Lease with Cross Collateralization Yes Yes

Technical Default Landlord Protection Yes Yes

Default Adjusted Revenue to Rent Coverage 1.2 1.35 (1)

Competitive Radius Landlord Protection Yes Yes

Escalator Details

Yearly Base Rent Escalator Maximum 2 % (2)

Coverage ratio at September 30, 2025 1.69 (3)

Minimum Escalator Coverage Governor 1.8 N/A

Yearly Anniversary for Realization May June

Percentage Rent Reset Details

Reset Frequency 2 years N/A

Next Reset May 2026 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.

(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%.

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

(3) Coverage ratio for escalation purposes excludes adjusted revenue and rent attributable to the Plainridge Park facility as well as certain other fixed rent amounts.

Master Leases

Bally's Master Lease II Casino Queen Master Lease

Operator Bally's Bally's

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

Bally's Shreveport Casino & Hotel Shreveport, LA Bally's 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

Lease Expiration Date 12/15/2039 12/31/2036

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

Corporate Guarantee Yes (5)

Master Lease with Cross Collateralization Yes Yes

Technical Default Landlord Protection Yes Yes

Default Adjusted Revenue to Rent Coverage 1.35 (1)

Competitive Radius Landlord Protection Yes Yes

Escalator Details

Yearly Base Rent Escalator Maximum (2) (3)

Coverage ratio at September 30, 2025 2.60 N/A

Minimum Escalator Coverage Governor N/A N/A

Yearly Anniversary for Realization December December

Percentage Rent Reset Details

Reset Frequency N/A N/A

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.

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

(3) Rent increases by 0.5% for the first six years.

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 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

Boyd Master Lease Caesars Amended and Restated Master Lease

Operator Boyd Caesars

Properties Belterra Casino Resort Florence, IN Tropicana Atlantic City Atlantic City, NJ

Ameristar Kansas City Kansas City, MO Tropicana Laughlin Laughlin, NV

Ameristar St.

Charles, MO Trop Casino Greenville Greenville, MS

Isle Casino Hotel Bettendorf Bettendorf, IA

Isle Casino Hotel Waterloo Waterloo, IA

Commencement Date 10/15/2018 10/1/2018

Lease Expiration Date 4/30/2031 9/30/2038

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

Corporate Guarantee No Yes

Master Lease with Cross Collateralization Yes Yes

Technical Default Landlord Protection Yes Yes

Default Adjusted Revenue to Rent Coverage 1.4 1.2

Competitive Radius Landlord Protection Yes Yes

Escalator Details

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

Coverage ratio at September 30, 2025 2.45 1.71

Minimum Escalator Coverage Governor 1.8 N/A

Yearly Anniversary for Realization May October

Percentage Rent Reset Details

Reset Frequency 2 years N/A

Next Reset May 2026 N/A

(1) Building base rent will be increased by 1.75% in the 7th and 8th lease year and 2% in the 9th lease year and each year thereafter.

Master Leases

Pennsylvania Live!

Master Lease Strategic Gaming Leases (1)

Operator Cordish Strategic

Properties Live!

Casino & Hotel Philadelphia Philadelphia, PA Silverado Franklin Hotel & Gaming Complex Deadwood, SD

Casino Pittsburgh Greensburg, PA Deadwood Mountain Grand Casino Deadwood, SD

Baldini's Casino Sparks, NV

Sunland Park Racetrack and Casino Sunland Park, NM

Commencement Date 3/1/2022 5/16/2024

Lease Expiration Date 2/28/2061 5/31/2049

Remaining Renewal Terms 21 (1x11 years, 1x10 years) 20 (2x10 years)

Corporate Guarantee No Yes

Master Lease with Cross Collateralization Yes Yes

Technical Default Landlord Protection Yes Yes

Default Adjusted Revenue to Rent Coverage 1.4 1.4 (2)

Competitive Radius Landlord Protection Yes Yes

Escalator Details

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

Coverage ratio at September 30, 2025 2.45 1.84 (3)

Minimum Escalator Coverage Governor N/A N/A

Yearly Anniversary for Realization March June

Percentage Rent Reset Details

Reset Frequency N/A N/A

Next Reset N/A N/A

(1) Consists of two leases that are cross collateralized and co-terminus with each other.

(2) The default adjusted revenue to rent coverage declines to 1.25 if the tenant's adjusted revenues total $75 million or more.

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 Caesars PENN Cordish

Properties Belterra Park Gaming & Entertainment Center Horseshoe St.

Louis Hollywood Casino Morgantown Live!

Casino & Hotel Maryland

Cincinnati, OH St.

Louis, MO Morgantown, PA Hanover, MD

Commencement Date 10/15/2018 9/29/2020 10/1/2020 12/29/2021

Lease Expiration Date 04/30/2031 10/31/2033 10/31/2040 12/31/2060

Remaining Renewal Terms 20 (4x5 years) 20 (4x5 years) 30 (6x5 years) 21 (1x11 years, 1x10 years)

Corporate Guarantee No Yes Yes No

Technical Default Landlord Protection Yes Yes Yes Yes

Default Adjusted Revenue to Rent Coverage 1.4 1.2 N/A 1.4

Competitive Radius Landlord Protection Yes Yes N/A Yes

Escalator Details

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

Coverage ratio at September 30, 2025 3.06 1.98 N/A 3.50

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

Yearly Anniversary for Realization May October December January

Percentage Rent Reset Details

Reset Frequency 2 years N/A N/A N/A

Next Reset May 2026 N/A N/A N/A

(1) For the second through fifth lease years, after which time the annual escalation becomes 1.75% for the 6th and 7th lease years and then 2% for the remaining term of the lease.

(2) If the CPI increase is at least 0.5% for any lease year, the rent for such lease year shall increase by 1.25% of rent as of the immediately preceding lease year, and if the CPI increase is less than 0.5% for such lease year, then the rent shall not increase for such lease year.

Single Property Leases

Tropicana Lease Tioga Downs Lease Rockford Lease Bally's Chicago Lease

Operator Bally's American Racing and Entertainment (managed by Hard Rock) Bally's

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

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 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 Yes

Escalator Details

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

Coverage ratio at September 30, 2025 N/A 1.95 N/A N/A

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

Yearly Anniversary for Realization October March September August

Percentage Rent Reset Details

Reset Frequency N/A N/A N/A N/A

Next Reset N/A N/A N/A 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.

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.

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

(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.

Percentage Rent Floors

The Company's leases with percentage rent provide for a floor on such percentage rent described above, should the Company's tenants acquire or commence operating a competing facility within a restricted area (typically 60 miles from a property under the existing lease with such tenant).

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A percentage rent floor on the Amended Pinnacle Master Lease was triggered on the Bossier City Boomtown property due to PENN's acquisition of Margaritaville Resort Casino.

Additionally, a percentage rent floor on the Amended Penn Master Lease was triggered on the Hollywood Casino at Penn National Race Course in connection with PENN opening a facility in York, Pennsylvania, which went into effect on November 1, 2023 reset.

In addition to rent, as triple-net lessees, all of the Company's tenants are required to pay the following executory costs:

(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 and other impositions 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.

Termination of Leases

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Property Features

The following table summarizes certain features of our properties as of December 31, 2024.

The following table summarizes our properties as of December 31, 2025.

These facilities, including our corporate headquarters building, are geographically diversified across 20 states and we own over 5,600 acres and lease approximately 1,000 acres.

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Hollywood Casino Morgantown Morgantown, PA PENN/Morgantown Lease

Draft Kings at Casino Queen East St.

Louis, IL Bally's/Amended Casino Queen Master Lease

The Queen Baton Rouge Baton Rouge, LA Bally's/Amended Casino Queen Master Lease

Casino Queen Marquette Marquette, IA Bally's/Amended Casino Queen Master Lease

Belle of Baton Rouge Baton Rouge, LA Bally's/Amended Casino Queen Master Lease

Belterra Park Gaming & Entertainment Center Cincinnati, OH Boyd/Belterra Park Lease

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Bally's Kansas City Kansas City, MO Bally's Master Lease II

Bally's Shreveport Shreveport, LA Bally's Master Lease II

Bally's Shreveport Casino & Hotel Shreveport, LA Bally's Master Lease II

Draft Kings at Casino Queen East St.

Louis, IL Bally's Master Lease II

The Queen Baton Rouge Baton Rouge, LA Bally's Master Lease II

Casino Queen Marquette Marquette, IA Bally's/Casino Queen Master Lease

Bally's Baton Rouge (formerly Belle of Baton Rouge) Baton Rouge, LA Bally's/Casino Queen Master Lease

Casino & Hotel Maryland Hanover, MD Cordish / Maryland Live!

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Hard Rock Casino Rockford Rockford, IL 815 Entertainment/Rockford Lease

Tioga Downs Casino Resort Nichols, NY ARE, LLC/Tioga Lease

Silverado Franklin Hotel & Casino Deadwood, SD Strategic Gaming Mgmt.

Deadwood Mountain Grand Deadwood, SD Strategic Gaming Mgmt.

Baldini's Casino Sparks, NV Strategic Gaming Mgmt.

Tioga Downs Casino Resort Nichols, NY American Racing, LLC/Tioga Lease

Silverado Franklin Hotel & Casino Deadwood, SD Strategic Gaming Leases

Deadwood Mountain Grand Deadwood, SD Strategic Gaming Leases

Baldini's Casino Sparks, NV Strategic Gaming Leases

Sunland Park Racetrack and Casino Sunland Park, NM Strategic Gaming Leases

We compete for additional real property investments with other REITs, including a publicly traded gaming focused REIT, VICI Properties Inc., investment companies, private equity and hedge fund investors, sovereign funds, lenders, gaming companies and other investors.

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In addition, percentage rent revenues that apply to certain of our leases are dependent on the ability of our gaming tenants to compete with other gaming operators.

The gaming industry is characterized by an increasingly high degree of competition among a large number of participants, including traditional casino properties, video lottery, sweepstakes and poker machines not located in casinos, Native American casinos, emerging varieties of internet gaming, sports betting and other forms of gaming in the U.S.

These revenues comprised 4.8%, 5.0% and 5.2% of the Company's total cash rental income for the years ended December 31, 2025, 2024 and 2023, respectively.

In a broader sense, our gaming tenants and operators face competition from all manner of leisure and entertainment activities, including:

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Burke 60 Chief Financial Officer and Treasurer

Demchyk 43 Senior Vice President, Chief Investment Officer

Ladany 45 Senior Vice President, Chief Development Officer

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Burke is a CPA.

Demchyk became our Senior Vice President, Chief Investment Officer in January 2021 in which he leads the Company's investment strategy and is responsible for capital allocation.

Demchyk joined the Company in February 2019 as our Senior Vice President of Investments.

Previously, he served as Portfolio Manager of Real Estate Securities at Millennium Partners for nine years.

Prior to joining Millennium Partners, he managed a portfolio of REIT equity securities at Carlson Capital and served as Assistant Portfolio Manager at CenterSquare Investment Management, a leading REIT dedicated asset manager.

Demchyk is a CFA Charterholder.

Ladany became our Senior Vice President, Chief Development Officer in January 2021 and leads the Company's ongoing merger, acquisition and development efforts.

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Fourth, the aggregate value of all securities of TRSs that we hold, together with other non-qualified assets (such as furniture and equipment or other tangible personal property, or non-real estate securities) may not, in the aggregate, exceed 20% of the value of our total assets.

For years beginning after December 31, 2025, the value of all securities of TRS may not exceed 25% of the value of our total assets.

Fifth, not more than 25% of the value of our gross assets may be represented by debt instruments of publicly offered REITs that are not secured by mortgages on real property or interests in real property.

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A publicly traded partnership is generally treated as a corporation for U.S.

income test, with certain modifications that make it easier for the rents to qualify for the 90% passive income exception), gains from the sale or other disposition of real property, interest, and dividends (the “90% passive income exception”).

federal income tax purposes, but will not be so treated if, for each taxable year beginning after December 31, 1987 in which it was classified as a publicly traded partnership, at least 90% of the partnership’s gross income consisted of specified passive income, including real property rents (which includes rents that would be qualifying income for purposes of the 75% gross income test, with certain modifications that make it easier for the rents to qualify for the 90% passive income exception), gains from the sale or other disposition of real property, interest, and dividends (the “90% passive income exception”).

Treasury regulations provide limited safe harbors from treatment as a publicly traded partnership.

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Basis in OP Interest

Our adjusted tax basis in a partnership in which we have an interest (including the OP) generally (1) will be equal to the amount of cash and the basis of any other property contributed to such partnership by us, (2) will be increased by (a) our allocable share of such partnership’s income and (b) our allocable share of any indebtedness of such partnership, and (3) will be reduced, but not below zero, by our allocable share of (a) such partnership’s loss and (b) the amount of cash and the tax basis of any property distributed to us and by constructive distributions resulting from a reduction in our share of indebtedness of such partnership.

such time as the recognition of such loss (or portion thereof) would not reduce our adjusted tax basis below zero.

reduced, but not below zero, by our allocable share of (a) such partnership’s loss and (b) the amount of cash and the tax basis of any property distributed to us and by constructive distributions resulting from a reduction in our share of indebtedness of such partnership.

If our allocable share of the loss (or portion thereof) of any partnership in which we have an interest would reduce the adjusted tax basis of our partnership interest in such partnership below zero, the recognition of such loss will be deferred until such time as the recognition of such loss (or portion thereof) would not reduce our adjusted tax basis below zero.

To the extent that distributions to us from a partnership, or any decrease in our share of the nonrecourse indebtedness of a partnership (each such decrease being considered a constructive cash distribution to the partners), would reduce our adjusted tax basis below zero, such distributions (including such constructive distributions) would constitute taxable income to us.

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The rules also include an elective alternative method under which the additional taxes resulting from the adjustment are assessed against the affected partners, subject to a higher rate of interest than otherwise would apply.

Although it is uncertain how these rules will be implemented, it is possible that they could result in partnerships in which we directly or indirectly invest being required to pay additional taxes, interest and penalties as a result of an audit adjustment, and we, as a direct or indirect partner of those partnerships could be required to bear the economic burden of those taxes, interest and penalties even though we, as a REIT, may not otherwise have been required to pay additional corporate-level taxes as a result of the related audit adjustment.

penalties as a result of an audit adjustment, and we, as a direct or indirect partner of those partnerships could be required to bear the economic burden of those taxes, interest and penalties even though we, as a REIT, may not otherwise have been required to pay additional corporate-level taxes as a result of the related audit adjustment.

The changes created by these rules are sweeping and, in some respects, dependent on the promulgation of future regulations or other guidance by the U.S.

On July 4, 2025, President Trump signed into law the legislation known as the One Big Beautiful Bill Act (“the OBBBA”).

The OBBBA made significant changes to the U.S.

federal income tax laws in various areas.

These changes include the permanent extension of the 20% deduction for “qualified REIT dividends” for individuals and other non-corporate taxpayers.

The OBBBA also increased the percentage limit under the REIT asset test applicable to taxable REIT subsidiaries (“TRSs”) from 20% to 25% for taxable years beginning after December 31, 2025.

As a result, for taxable years beginning after December 31, 2025, the aggregate value of all securities of TRSs held by a REIT may not exceed 25% of the value of its gross assets.

Additionally, for taxable years beginning after December 31, 2024, the OBBBA restored the exclusion of deductions for depreciation, depletion and amortization in the calculation of a taxpayer’s adjusted taxable income for purposes of calculating the taxpayer’s available net interest expense deduction, as applied for taxable years beginning before January 1, 2022.

Shareholders are urged to consult with their own tax advisors with respect to the impact that the Tax Cuts and Jobs Act, the BBA, and other legislation may have on their investment and the status of legislative, regulatory or administrative developments and proposals and their potential effect on their investment in our shares.

Supplemental U.S.

Federal Income Tax Considerations

The following discussion supplements and updates the disclosures under “Certain United States Federal Income Tax Considerations” in the prospectus dated August 12, 2022, contained in our Registration Statement on Form S-3 filed with the SEC on August 12, 2022.

Capitalized terms herein that are not otherwise defined shall have the same meaning as when used in such disclosures (as supplemented).

On December 29, 2022, the Internal Revenue Service promulgated final Treasury Regulations under Sections 897, 1441, 1445, and 1446 of the Code that were, in part, intended to coordinate various withholding regimes for non-U.S.

stockholders.

The new Treasury Regulations provide guidance regarding qualified foreign pension funds and are in large part consistent with the previously issued proposed Treasury Regulations.

Accordingly, the last two sentences of the first paragraph under the heading “ Certain United States Federal Income Tax Considerations—Taxation of Stockholders and Potential Tax Consequences of Their Investment in Shares of Common Stock or Preferred Stock—Taxation of Non-U.S.

Stockholders—Qualified Foreign Pension Funds ” are hereby deleted and replaced with the following:

Under Treasury Regulations, subject to the discussion below regarding “qualified holders,” a “qualified controlled entity” also is not generally treated as a foreign person for purposes of FIRPTA.

A qualified controlled entity generally includes a trust or corporation organized under the laws of a foreign country all of the interests of which are held by one or more qualified foreign pension funds either directly or indirectly through one or more qualified controlled entities.

Additionally, the following two paragraphs are added after the first paragraph under the heading “ Certain United States Federal Income Tax Considerations—Taxation of Stockholders and Potential Tax Consequences of Their Investment in Shares of Common Stock or Preferred Stock—Taxation of Non-U.S.

Stockholders—Qualified Foreign Pension Funds ”:

Treasury Regulations further require that a qualified foreign pension fund or qualified controlled entity will not be exempt from FIRPTA with respect to dispositions of U.S.

real property interests or REIT distributions attributable to the same unless the qualified foreign pension fund or qualified controlled entity is a “qualified holder.” To be a qualified holder, a qualified foreign pension fund or qualified controlled entity must satisfy one of two alternative tests at the time of the disposition of the U.S.

real property interest or the REIT distribution.

Under the first test, a qualified foreign pension fund or qualified controlled entity is a qualified holder if it owned no U.S.

real property interests as of the earliest date during an uninterrupted period ending on the date of the disposition or distribution during which it qualified as a qualified foreign pension fund or qualified controlled entity.

Alternatively, if a qualified foreign pension fund or qualified controlled entity held U.S.

real property interests as of the earliest date during the period described in the preceding sentence, it can be a qualified holder only if it satisfies certain testing period requirements.

Treasury Regulations also provide that a foreign partnership all of the interests of which are held by qualified holders, including through one or more partnerships, may certify its status as such and will not be treated as a foreign person for purposes of withholding under FIRPTA.

The ownership, operation, and management of, and provision of certain products and services to, gaming and racing facilities are subject to pervasive regulation.

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In addition, gaming laws require gaming industry participants to:

• ensure that unsuitable individuals and organizations have no role in asset ownership and/or the operations of gaming assets, and in those jurisdictions that require landowner licensure, ownership of the real property;

• ensure that unsuitable individuals and organizations have no role in asset ownership, the operations of gaming assets, providing goods or services to organizations involved in gaming, and in those jurisdictions that require landowner licensure, ownership of the real property;

• ensure transparency through periodic reporting around certain events, including levels of ownership and control, and licensure for those deemed necessary by the regulators;

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• establish programs to promote responsible gaming.

These regulations impact our business insomuch as the gaming and racing regulatory agencies in certain jurisdictions in which we own real estate and our gaming tenants operate require GLPI and its affiliates to maintain a finding of suitability or license as a property owner, key business entity, buyer-lessor of gaming facility assets, principal affiliate, business entity, qualifier, vendor, operator or supplier because of its ownership of the real estate associated with those gaming and racing facilities.

We are presently licensed by gaming and racing regulatory agencies in the following jurisdictions:

Colorado, Delaware, Illinois, Indiana, Louisiana, Maryland, Massachusetts, Mississippi, Missouri, New Jersey, New York, Ohio, Rhode Island, South Dakota and Pennsylvania.

These regulations impact our business because gaming and racing regulatory agencies in certain jurisdictions where we own real estate and our gaming tenants operate require GLPI and its affiliates to maintain a finding of suitability or license as a property owner, key business entity, buyer-lessor of gaming facility assets, principal affiliate, business entity, qualifier, vendor, operator or supplier because of its ownership of the real estate associated with those gaming and racing facilities.

We are presently licensed or approved by gaming and racing regulatory agencies in the following jurisdictions:

Colorado, Delaware, Illinois, Indiana, Louisiana, Maryland, Massachusetts, Mississippi, Missouri, New Jersey, New York, Ohio, Rhode Island, South Dakota, Pennsylvania, and Virginia.

Our business and those operated by our tenants are subject to various federal, state and local laws and regulations including gaming regulations.

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New laws or regulations, or material changes to existing law and/or regulations, or material differences in interpretations by courts or governmental authorities could adversely affect our operating results.

We maintain comprehensive general liability, commercial property, fiduciary, directors and officers liability, and business interruption insurance covering our business.

In regards to our properties subject to triple-net leases, those lease agreements require our tenants to procure and maintain their own comprehensive general liability, commercial property and business interruption coverage, including all insurance mandated by law, as well as insurance coverage to protect our insurable interests as owner and lessor of such real estate.

We maintain a comprehensive program of primary, excess and umbrella liability insurance along with commercial property, fiduciary, directors and officers liability, and business interruption insurance covering our business.

Such coverage is subject to customary exclusions, conditions, and limitations, and may not fully insure against all risks associated with our business.

With respect to our properties, which are all subject to triple-net leases, those lease agreements require our tenants to procure and maintain their own comprehensive primary, excess and umbrella liability programs along with, commercial property, which includes coverage for losses resulting from catastrophic events, and business interruption coverage, including all insurance mandated by law, as well as insurance coverage to protect our insurable interests as owner and lessor of such real estate.

Environmental Matters

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Certain of the properties we own utilize or have utilized above or underground storage tanks to store oil and certain fuels for use at the properties.

Other properties were built during the time that asbestos-containing building materials were routinely installed in residential and commercial structures.

Other properties were built during a time that asbestos-containing building materials were routinely installed in residential and commercial structures.

Certain of the real estate assets owned by GLPI were developed and constructed on remediated former commercial and industrial sites.

In connection with the ownership of our real property assets, we could be found legally responsible for environmental liabilities or costs relating to a release of hazardous substances or other regulated materials at or emanating from such property.

Under the terms of the triple-net leases, our tenants are also required to carry pollution legal liability and environmental liability insurance for those properties we own.

Pursuant to applicable environmental laws and regulations, a current or previous owner or operator of real property may be required to investigate, remove and/or remediate a release of hazardous substances or other regulated materials at, or emanating from, such property.

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We believe that corporate responsibility, including environmental and community stewardship, is an integral component of being a responsible corporate citizen.

With this in mind, we continue to integrate and implement environmental, social and governance (ESG) practices, strategies and initiatives into our overall business strategies intended to contribute to long-term value creation for our shareholders, employees and other stakeholders.

With this in mind, we continue to integrate and implement environmental, social and

governance (ESG) practices, strategies and initiatives into our overall business strategies intended to contribute to long-term value creation for our shareholders, employees and other stakeholders.

ESG opportunities, risks and strategy are developed and managed by the Company’s management team collaboratively with the Company's cross-functional ESG Steering Committee.

The Company’s Nominating and Corporate Governance Committee oversees Company matters relating to ESG, including oversight of the Company’s policies and strategies relating to human capital management, corporate culture, and diversity, equity, and inclusion, which are discussed thoughtfully by the Committee and reported to our Board of Directors.

The ESG Steering Committee meets regularly and reports to the Nominating and Corporate Governance Committee on a quarterly basis and more frequently, as needed.

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Consequently, fostering a strong channel of communication with our tenants is an important component in the evolution of the environmental sustainability of our properties and establishing long-term, successful relationships is critical to the success of our business.

Through our formalized Tenant Partnership Program, we discussed the importance of collecting and sharing utility data.

To reinforce our level of commitment and support to our tenants in these areas, we provided them with accessibility and use, at no charge, to a third-party platform to aid in the aggregation and compilation and reporting of utility data to encourage enhanced transparency and to aid in determining greenhouse gas emissions at our properties.

As of December 31, 2024, we had 100% agreement from our tenants to provide utility data for those properties.

We are committed to offering continued support to our tenants in the area of data sharing and sustainability.

We also implemented certain green lease provisions, which include data collection obligations in many of our leases.

We are evaluating climate-related risks and opportunities to include in our near and long-term environmental strategies.

We published our inaugural Sustainability Report in 2024.

The growth of our business often involves the acquisition of real estate assets from third parties.

In furtherance of our commitment to environmental sustainability, we routinely engage nationally recognized and certified environmental engineers

to perform Phase I Environmental Site Assessments as part of our acquisition process and require future tenants to ensure compliance with all environmental laws, including any necessary testing, remediation and/or monitoring.

In furtherance of our commitment to environmental sustainability, we routinely engage nationally recognized and certified environmental engineers to perform Phase I Environmental Site Assessments as part of our acquisition process and require future tenants to ensure compliance with all environmental laws, including any necessary testing, remediation and/or monitoring.

Recognizing that sustainability is a journey, we are committed to continuous improvement and will endeavor to engage and communicate with our key stakeholders regarding our environmental stewardship.

Further, we are committed to developing initiatives to address and mitigate those environmental risks within our control and supporting our tenants to do the same.

In 2023, we completed portfolio-wide inspections of all real estate owned by the Company, which also included a comprehensive ESG and climate assessment component.

We completed portfolio-wide inspections of all real estate owned by the Company, which also included a comprehensive ESG and climate assessment component.

Human Capital Management

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Our adoption of our Vendor Code of Conduct was designed to ensure that we engage individuals and businesses that are committed to the health and well-being of their employees as well.

Diversity, Equity, and Inclusion

GLPI is focused on cultivating a diverse and inclusive culture where our employees can freely bring diverse perspectives and varied experiences to the workplace.

We value diverse representation, backgrounds and viewpoints and believe that they serve to strengthen our business proposition for the long-term horizon.

We value diverse representation, backgrounds and viewpoints and believe that they serve our business proposition for the long-term horizon.

Within our hiring and recruitment processes, we adhere to equal employment policies, and we are committed to actively considering diversity in the expansion of our Board of Directors or the filling of any vacancy.

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Tenant Engagement

Since the formalization of our Tenant Partnership Program, we have continued to engage with our tenants, at least annually, but more frequently as deemed necessary, to address and discuss sustainability and social matters such as environmental data collection, sustainability strategies and community engagement opportunities.

We are proud to report 100% tenant participation in response to our engagement efforts again in 2024.

Since the formalization of our Tenant Partnership Program, we have continued to engage with our tenants, at least annually, but more frequently as deemed necessary, to address and discuss various matters involving the properties we own which are operated by our tenants.

We continue to foster these relationships and identify community engagement partnership opportunities.

We believe that aligning, sharing and committing to similar sustainability

goals will continue to allow our Company and our tenant stakeholders to make a greater collective impact, while fostering long-term, successful relationships in the communities in which we own real estate and conduct business.

We believe that aligning, sharing and committing to similar sustainability goals will continue to allow our Company and our tenant stakeholders to make a greater collective impact, while fostering long-term, successful relationships in the communities in which we own real estate and conduct business.

Community Engagement

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We endeavor to broaden our local and national outreach and maximize our impact year over year.

Our employees regularly volunteer at food banks and participate in other charitable events.

In 2024, we completed our third Annual Day of Service to support the Berks County branch of Helping Harvest in fighting hunger and made a monetary donation for kitchen equipment needed at Helping Harvest's Community Kitchen which will significantly increase its impact by providing meals to individuals, particularly seniors, faced with hunger and food insecurity as well as serve as a culinary skills training center for those leaving incarceration or rehabilitation centers or those otherwise in need of job training.

The Company also contributed to the construction of a women's and children's shelter in Berks County, Pennsylvania and committed to a multi-year donation.

In 2024, the Company partnered with Restoring Hope of Berks County, who retrofitted the home of a deserving family whose mother was left paralyzed by a motor vehicle accident.

Our employees regularly participate and volunteer at events to better the community.

In 2025, we again completed our Annual Day of Service to support the Berks County branch of Helping Harvest and partnered with various causes and made charitable donations benefitting the community.

In 2025, the Company partnered with and made a charitable donation to the Inspiration Center at Howell Park in Baton Rouge, Louisiana.

The newly constructed Inspiration Center is designed to be a safe space for families in the North Baton Rouge area to receive mentorship, education and support on job readiness, activities, sports, and health and wellness.

The Company also raised over $150,000 for Reading Hospital Foundation's Street Medicine which provides healthcare services for individuals in the Reading, Pennsylvania area who are experiencing homelessness and require medical care.

We also partnered with One Tree Planted, a non-profit organization, focused on reforestation.

The Company's monetary donation was earmarked for the donation of trees to reforest areas of Colorado affected by wildfires.

Other notable partnerships and community outreach and involvement include Angel Tree, Trees for Troops, Salvation Army, Junior League of Reading, SafeBR, and Habitat for Humanity.

The Company also started a memorial scholarship fund in the name of our former director, JoAnne Epps, designed to provide a deserving high school senior with college tuition to further their education after graduating high school.

Other notable partnerships and community outreach and involvement include Angel Tree, Trees for Troops, Salvation Army, Junior League of Reading, SafeBR, Blankets of Hope, Restoring Hope of Berks County, McGlinn Food Pantry, Lighthouse Women's and Children's Shelter, IM ABLE Foundation, Pan-Mass Challenge, Dry Creek Rancheria Band of Pomo Indians ("Dry Creek"), Adalyn Rose Foundation, Hannah's Hope Ministries, Special Operations Warrior Foundation and Habitat for Humanity.

In 2025, we also made a charitable donation to the Ione Band of Miwok Indians to fund general welfare programs of the tribe focused on assisting tribal elders and youth.

Available Information

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Item 1. Business