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Item 7. Management’s Discussion and Analysis

2026-02-19 compared with 2025-02-20 · 207 added, 414 removed, 316 unchanged (66% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our Operations

GLPI is a self-administered and self-managed Pennsylvania REIT.

The Company was formed from the 2013 tax-free spin-off of the real estate assets of PENN and was incorporated in Pennsylvania on February 13, 2013, as a wholly-owned subsidiary of PENN.

On November 1, 2013, PENN contributed to GLPI, 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 the TRS Properties and then spun-off GLPI to holders of PENN's common and preferred stock in the Spin-Off.

The assets and liabilities of GLPI were recorded at their respective historical carrying values at the time of the Spin-Off.

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 the Company, 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 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 Casino Queen and leased the real estate to Casino Queen pursuant to the 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 Hollywood Casino Perryville and Hollywood Casino Baton Rouge, GLP Holdings, Inc.

was merged into GLP Capital.

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.

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 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 profit dividend of $0.25 per share in the first quarter of 2023 related to the sale of the building to Bally's.

In connection with the UPREIT Transaction with Cordish, GLP Capital issued 7,366,683 newly-issued 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.

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 Biloxi and 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 from American Racing.

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

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

As of December 31, 2024, GLPI's portfolio consisted of interests in 68 gaming and related facilities, which was comprised of 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, the real property associated with 4 gaming and related facilities operated by 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, and 1 gaming facility managed by a subsidiary of Hard Rock, 3 gaming and related facilities operated by Strategic and 1 gaming and related facility operated by American Racing.

These facilities, including our corporate headquarters building, are geographically diversified across 20 states.

As of December 31, 2024, our properties were 100% occupied.

We expect to continue growing our portfolio by pursuing opportunities to acquire 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, GLPI 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 the Original PENN Master Lease.

The Original PENN Master Lease was a triple-net operating 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 the PENN 2023 Master Lease for seven of PENN's properties.

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 new master lease.

The PENN 2023 Master Lease became effective on January 1, 2023.

Pursuant to this agreement, the Amended PENN Master Lease was also created 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 Meadows Lease and the Perryville Lease were terminated and these properties were transferred into the PENN 2023 Master Lease.

Both the Amended PENN Master Lease and the PENN 2023 Master Lease are triple-net operating 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 extending to October 31, 2048.

GLPI 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, 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

In April 2016, the Company acquired substantially all of the real estate assets of Pinnacle for approximately $4.8 billion.

GLPI originally leased these assets back to Pinnacle, under the Pinnacle Master Lease, the term of which expires on 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.

On October 15, 2018, the Company completed the previously announced PENN-Pinnacle Merger 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.

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 and entered into 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 from PENN for $250.0 million, exclusive of transaction fees and taxes 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.

The Company also entered into the Belterra Park Loan with Boyd in connection with Boyd's acquisition of Belterra Park.

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.

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 and certain of its affiliates pursuant to 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, Tropicana Laughlin, Trop Casino Greenville and The Belle from Tropicana for an aggregate cash purchase price of $964.0 million, exclusive of transaction fees and taxes.

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 the Caesars Master Lease.

On June 15, 2020, the Company entered into 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, Waterloo, Bettendorf or Isle of Capri Casino Boonville, provided that the aggregate value of such new property, individually or collectively, is 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 Belle of Baton Rouge 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 of certain gaming regulatory agencies and the expiration of applicable gaming regulatory advance notice periods which were received on July 23, 2020.

On December 18, 2020, the Company and Caesars entered into the Second Amended and Restated Caesars Master Lease in connection with the completion of 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 component were increased.

On November 13, 2023, the Company and Caesars entered into the Third Amended and Restated Caesars Master Lease in connection with Caesars selling its interest in the Belle of Baton Rouge to Casino Queen with no change in rent obligation to the Company.

See Note 12 for further discussion.

Horseshoe St.

On October 1, 2018 the Company entered into a loan agreement with Caesars in connection with Caesars’s acquisition of Horseshoe St.

Louis, whereby the Company extended funds to Caesars under the CZR loan.

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 Horseshoe St.

Louis property in satisfaction of the CZR loan.

On September 29, 2020, the transaction closed and we entered into 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 rent terms 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, 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 the Bally's Master Lease which has an initial term of 15 years, with no purchase option, followed by four five-year renewal options (exercisable by the tenant) on the same terms and conditions.

Rent under the Bally's Master Lease 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 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 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, a deposit of $200.0 million funded by GLPI in September 2022 was returned to the Company along with a $9.0 million transaction fee that was recorded against the purchase price of the assets acquired.

Concurrent with the closing, GLPI borrowed $600 million under its previously structured delayed draw term loan.

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 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 $338.6 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 November 25, 2020, the Company entered into a definitive agreement with respect to 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

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

On September 26, 2022, Bally’s acquired both GLPI’s building assets and PENN's outstanding equity interests in Tropicana Las Vegas for an aggregate cash acquisition price, net of fees and expenses, of approximately $145 million, 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) with rent 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 Tropicana Las Vegas Lease is supported by a Bally’s corporate guarantee and cross-defaulted with the Bally's Master Lease.

On May 13, 2023 the Company, Tropicana Las Vegas, Inc., a Nevada corporation and wholly owned subsidiary of Bally’s, and Athletics, which owns the Team, entered into the LOI setting forth the terms for developing the Stadium.

The Stadium is expected to complement the potential resort redevelopment envisioned at our 35-acre Tropicana Site, owned indirectly by GLPI through its indirect subsidiary, Tropicana Land LLC, a Nevada limited liability company and leased by GLPI 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 ground lease, and that to the extent GLPI 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 GLPI are agreeing 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.

GLPI 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.

GLPI 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 for 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 pursuant to the Morgantown Lease for an initial term of 20 years, followed by six 5-year renewal options exercisable by the tenant.

In lease years two and three, rent increased by 1.5% annually (and 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.

Hollywood Casino Morgantown opened on December 22, 2021.

Maryland Live!

Lease and Pennsylvania Live!

On December 6, 2021, the Company announced that it had 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 December 29, 2021, GLPI closed the acquisition of the Live!

Casino & Hotel Maryland and GLPI entered into the Maryland Live!

On March 1, 2022, GLPI closed the acquisition of the Live!

Casino & Hotel Philadelphia and Live!

Casino Pittsburgh and leased back the real estate to Cordish pursuant to the Pennsylvania Live!

Master Lease.

The Pennsylvania Live!

Master Lease and the Maryland Live!

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

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 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 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 the Rockford Loan.

Any borrowings under the Rockford Loan will be 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, which occurred in late August 2024.

As of December 31, 2024, $150 million was advanced and outstanding under the Rockford Loan.

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.

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 the Tioga Downs Lease.

Strategic Gaming Leases

On May 16, 2024, the Company acquired the real estate assets of Silverado, DMG, and 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 and affiliates of Strategic entered into the Strategic Gaming Leases.

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 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 majority of our earnings are the result of revenues we receive from our triple-net master leases with PENN, Boyd, Bally's, Cordish, and Caesars.

In addition to rent, the 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 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.

Additionally, in accordance with Accounting Standards Codification ("ASC 842"), we record revenue for the ground lease rent paid by our tenants with an offsetting expense in land rights and ground lease expense within the Consolidated Statement of Income as we have concluded that as the lessee we are the primary obligor under the ground leases.

We sublease these ground leases back to our tenants, who are responsible for payment directly to the landlord.

Our Competitive Strengths

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

Geographically Diverse Property Portfolio

As of December 31, 2024, our portfolio consisted of 68 gaming and related facilities.

Our portfolio, including our corporate headquarters building, is comprised of approximately 6,400 acres of land and is broadly diversified by location across 20 states.

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

Five of the company's tenants, PENN, Caesars, Boyd, Cordish and Bally's, are leading, diversified, multi-jurisdictional owners and managers of gaming and pari-mutuel properties and established gaming providers with strong financial performance.

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, Caesar's, 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.

Resilient Regional Gaming Characteristics

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 forced to close during mid-March 2020, the Company collected all contractual rents, inclusive of rent credits, due in 2020.

Furthermore, our tenants' results since they have reopened have been strong and in some cases better than prior to COVID-19, due to their increased focus on cost efficiencies and decreasing and/or eliminating lower margin amenities.

Although we are unable to predict whether these results will continue, we believe that our assets should generate substantial cash flows well into the future for both ourselves and our tenants.

Flexible UPREIT Structure

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 enables us 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 potentially may 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 will provide us an advantage in seeking future acquisitions.

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.

The following discussion and analysis of the financial condition and results of operations of Gaming and Leisure Properties, Inc.

for the year ended December 31, 2025 should be read in conjunction with the audited consolidated Financial Statements and related notes thereto and other financial information contained elsewhere in this Annual Report on Form 10-K.

Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report on Form 10-K, including information with respect to our business and growth strategies, statements regarding the industry outlook and our expectations regarding the future performance of our business contained herein are forward looking statements.

See "Important Factors Regarding Forward-Looking Statements" You should also review the "Risk Factors" section in Item 1A of this Annual Report on Form 10-K for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by such forward-looking statements.

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

We generate our revenues from long-term, triple-net leases and real estate backed financing arrangements with leading regional gaming operators.

As a result, our operating profile is characterized by stable and predictable cash flows, limited operating expenses and high margins because tenants are responsible for property level costs, maintenance capital, taxes, insurance and all utilities and other costs necessary or appropriate for the leased properties and the business conducted on the properties.

Our results therefore depend primarily on the contractual rent terms in our leases, the timing and level of funded capital commitments, and our ability to refinance our debt obligations and/or issue new borrowings on attractive terms, rather than the daily volatility of gaming operations.

Our operations also include interest income from loans that produce fixed or variable returns which may convert into leased rent upon project completion or stabilization.

Key Trends That May Affect Our Business

Tenant and Industry Performance

The majority of our tenants (and respective guarantors, as applicable) under our lease agreements are leading gaming operators across the United States.

Rental payments under our lease agreements comprise, and are expected to continue to comprise, a substantial majority of our revenues.

Accordingly, we are dependent on, among other things, our tenants' (and

respective guarantors', as applicable) financial performance, the performance of the gaming properties and health of the economies where our leased properties are located.

Property-level performance affects whether annual rent escalations are triggered for leases that require a minimum 1.8x rent coverage ratio, as well as for certain leases that include percentage rent provisions.

However, percentage rent accounted for only 4.8% of our 2025 cash income.

Key 2025 Highlights

Operating Results

• Collected 100% of contractual rent in cash.

• Total revenues increased 4.1% year-over-year to $1.59 billion.

• Net income attributable to common shareholders increased 5.2% year-over-year to $825.1 million and net income attributable to common shareholders per diluted share increased 2.8% to $2.95.

Significant Achievements

• Extended development funding commitments for the following projects:

◦ Completed funding for PENN’s M Resort hotel tower, which opened in December 2025, providing $150 million of financing at a 7.79% capitalization rate.

◦ Completed funding for PENN’s Hollywood Casino Joliet relocation, which opened in August 2025, providing $130 million of financing at a 7.75% capitalization rate.

◦ Completed funding for Casino Queen’s landside casino and hotel development at the former Belle of Baton Rouge site, which opened in December 2025, providing $111 million of financing at a 9.00% capitalization rate.

◦ Funded $201.6 million for Bally's Chicago at a 8.5% capitalization rate.

◦ Funded $9.6 million for the Casino Queen Marquette landside development project at a 8.25% capitalization rate.

◦ As of December 31, 2025, the Company has funded $56.6 million of the $110 million Ione Loan at an 11% interest rate for the tribe's Acorn Ridge casino development that is scheduled to open in February 2026.

• Completed and/or announced the following acquisitions or development projects:

◦ On October 15, 2025, closed on the acquisition of Sunland Park Racetrack and Casino for $183.75 million with Strategic at an 8.16% capitalization rate.

◦ Agreed to a $225.3 million commitment, consisting of a $180 million delayed draw term loan at a fixed rate of 12.50% and a $45.3 million term loan B issued at an original issue discount of 3%, bearing interest at SOFR plus 900 basis points, with a SOFR floor of 1% to serve as the lead real estate financing partner for a new, integrated resort, Caesars Republic Sonoma County for Dry Creek, that will be developed on the site of the current River Rock Casino.

The term loan B commitment was funded in December 2025.

Upon or prior to the maturity of the six-year term loans, Dry Creek will lease the property back to an affiliate of GLPI and GLPI will sublease the property back to an affiliate of Dry Creek for no less than $112.5 million for 45 years at a 9.75% capitalization rate.

◦ In October 2025, the Company announced that it intends to acquire the real estate for the future site for Live!

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

The capitalization rate on both the land acquisition of $27 million (which was acquired by GLPI on January 15, 2026) and the hard cost development funding of $440 million will be at 8.0%.

◦ In February 2025, agreed to fund, if requested by PENN, on or before March 31, 2029, construction improvements for the benefit of Ameristar Casino Council Bluffs in an amount not to exceed the greater of the hard costs associated with the project or $150 million at a 7.10% capitalization rate.

• Financing and other

◦ Announced an increase to our quarterly cash dividend to $0.78 per share (or $3.12 per share on an annualized basis) in the second quarter of 2025, representing a 2.6% increase compared to the previous quarterly dividend.

◦ In June 2025, settled a forward sale agreement of 8,170,387 shares of our common stock for proceeds of $404.0 million.

In the third quarter of 2025, the Company sold 7.59 million shares under forward sale agreements to raise gross proceeds of $363.3 million, subject to certain contractual adjustments.

No amounts have been or will be recorded on the Company's balance sheet with respect to these forward sale agreements until settlement (which contractually mature in the third quarter of 2026 but may be settled prior to this time period at the Company's election).

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

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

The Company used the net proceeds from the offering to redeem in full its outstanding $975 million aggregate principal amount of 5.375% Senior Notes due April 2026.

Segment Information

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Total income from real estate increased by $63.2 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024.

The reason for the increase was primarily due to our recent acquisitions which in the aggregate increased cash income by $49.0 million.

Current year results also benefited by $19.8 million from escalations on our leases.

The Company also recognized favorable straight-line and deferred rent adjustments of $16.2 million compared to the corresponding period in the prior year, as well as higher accretion of $5.9 million on its Investment in leases, financing receivables.

The reason for the increase was primarily due to our recent acquisitions and development activity which in the aggregate increased cash income by $73.6 million.

Current year results also benefited by $17.7 million from escalations on our leases and higher percentage rent of $2.3 million.

The Company also recognized unfavorable straight-line and deferred rent adjustments of $33.6 million compared to the corresponding period in the prior year, as well as lower accretion of $0.6 million on its Investment in leases.

Finally, the Company had higher ground rent income of $3.9 million.

• Total operating expenses increased by $29.2 million for the year ended December 31, 2024, as compared to the prior year.

The reason for the increase was due to an increase in the provision for credit losses, net of $30.8 million related to the initial establishment of reserves on the Tropicana Las Vegas Lease and other leases originated in 2024 as well as a decline in the estimated fair market value of the underlying real estate for our investment in financing receivables which is derived from the Commercial Real Estate Price Index.

The Company also had higher general and administrative expenses of $3.1 million from higher stock based compensation charges due to higher valuations on the Company's equity awards and increased franchise taxes and payroll costs.

The prior year results benefited from a $2.2 million property transfer tax recovery related to the successful appeal by one of tenants.

Partially offsetting these increases was a gain on disposition of properties of $3.8 million due to the lease reassessment on the Tropicana Las Vegas Lease and lower depreciation expense and land right and ground lease expense of $3.2 million in 2024 due to certain assets being fully depreciated.

• Total operating expenses decreased by $7.6 million for the year ended December 31, 2025, as compared to the prior year.

The provision for credit losses declined by $28.6 million due to primarily due to changes in estimates to property specific credit and performance metrics as well as changes in economic forecasts.

Land rights and ground lease expense increased by $7.7 million due to the acquisition of assets in Bally's Master Lease II.

General and administrative expenses increased by $3.9 million due primarily from an executive severance charge of $6.3 million, partially offset by lower stock based compensation expense of $3.1 million due primarily from forfeitures from the executive awards.

During the year ended December 31, 2024, the Company recorded a gain of $3.8 million on the reclassification of the Tropicana Las Vegas Lease to a sales type lease from an operating lease due to a lease

reconsideration event.

Finally, the Company incurred higher depreciation expense of $5.7 million due to its recent acquisitions.

• Other expenses, net increased by $28.0 million for the year ended December 31, 2025, as compared to the prior year.

The increase was due to higher borrowing levels that partially funded our recent acquisitions, partially offset by an increase in interest income due to higher average interest earning balances in the current year.

The increase was due to higher borrowing levels that partially funded our recent acquisitions, a decrease in interest income due to lower average interest earning balances in the current year.

Additionally, results for the year ended December 31, 2025 included a debt extinguishment charge of $3.8 million for a call premium payment and accelerated amortization of debt issuance costs due to a senior unsecured note redemption.

• Net income increased by $42.7 million for the year ended December 31, 2025, as compared to the prior year, primarily due to the variances explained above.

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The nature of the estimates and assumptions are material due to the levels of subjectivity and judgment necessary to account for highly uncertain factors or the susceptibility of such factors to change.

We have identified the accounting for leases, investment in leases, financing receivables, net, allowance for credit losses, income taxes, and real estate investments as critical accounting estimates, as they are the most important to our financial statement presentation and require difficult, subjective and complex judgments.

We have identified the accounting for leases, investment in leases, financing receivables, net, allowance for credit losses, and real estate investments as critical accounting estimates, as they are the most important to our financial statement presentation and require difficult, subjective and complex judgments.

We believe the current assumptions and other considerations used to estimate amounts reflected in our consolidated financial statements are appropriate.

However, if actual experience differs from the assumptions and other considerations used in estimating amounts reflected in our consolidated financial statements, the resulting changes could have a material adverse effect on our consolidated results of operations and, in certain situations, could have a material adverse effect on our consolidated financial condition.

As a REIT, the majority of our revenues are derived from rent received from our tenants under long-term triple-net leases.

Currently, we have master leases with PENN, Caesars, Bally's, Boyd, Cordish, Strategic, and American Racing.

We also have separate single property leases with PENN, Caesars, Boyd, Cordish, Bally's and 815 Entertainment.

The accounting guidance under ASC 842 is complex and requires the use of judgments and assumptions by management to determine the proper accounting treatment of a lease.

We perform a lease classification test upon the entry into any new tenant lease or lease modification to determine if we will account for the lease as an operating or sales-type lease.

The revenue recognition model and thus the presentation of our financial statements is significantly different under operating leases and sales-type leases.

Under the operating lease model, as the lessor, the assets we own and lease to our tenants remain on our balance sheet as real estate investments and we record rental revenues on a straight-line basis over the lease term.

This includes the recognition of percentage rents that are fixed and determinable at the lease inception date on a straight-line basis over the entire lease term, resulting in the recognition of deferred rental revenue on our Consolidated Balance Sheets.

Deferred rental revenue is amortized to rental revenue on a straight-line basis over the remainder of the lease term.

The lease term includes the initial non-cancelable lease term and any reasonably assured renewal periods.

Contingent rental income that is not fixed and determinable at lease inception is recognized only when the lessee achieves the specified target.

Under the sales-type lease model, however, at lease inception we would record an Investment in leases, financing receivables for transactions that are failed sale leasebacks or an Investment in leases, sales type on our Consolidated Balance Sheet rather than recording the actual assets we own.

Furthermore, the cash rent we receive from tenants is not recorded as rental revenue, but rather a portion is recorded as interest income using an effective yield and a portion is recorded as a reduction to the Investment in leases, financing receivables or Investment in leases, sales type as applicable.

Under ASC 842, for leases with both land and building components, leases may be bifurcated between operating and sales-type leases.

To determine if our real estate leases trigger full or partial sales-type lease treatment we conduct the five lease tests outlined in ASC 842 below.

If a lease meets any of the five criteria below, it is accounted for as a financing receivable (if the sale lease back is a failed sale leaseback) or a sales-type lease.

As a REIT, substantially all of our revenues are derived from rent received from tenants under long-term, triple-net leases.

The accounting guidance in ASC 842, Leases , is complex and requires management to apply judgment and make assumptions in order to determine the appropriate accounting treatment for each lease arrangement.

We evaluate lease classification upon entering into a new lease and upon any lease modification to determine whether the arrangement should be accounted for as an operating lease, a sales-type lease, or as a financing receivable (including arrangements arising from failed sale-leaseback transactions).

The applicable lease classification significantly impacts the timing and presentation of income recognition and, accordingly, the presentation of our consolidated financial statements.

Operating Leases

Under the operating lease model, the real estate assets we own and lease to tenants remain on our Consolidated Balance Sheets as real estate investments.

Rental revenue is recognized on a straight-line basis over the lease term.

Straight-line rental revenue includes lease payments, including percentage rent provisions, that are fixed and determinable at lease commencement or upon a lease reassessment.

Straight-line recognition may result in the recording of deferred rental revenue on our Consolidated Balance Sheets, which is amortized into rental revenue on a straight-line basis over the remaining lease term.

The lease term includes the initial non-cancelable term, together with any renewal periods that are considered reasonably assured of being exercised.

Contingent rental income that is not fixed and determinable at lease commencement is recognized only when the contingency is resolved and the related amounts become probable of being earned (for example, when the tenant achieves the specified performance threshold).

Financing Receivables and Sales-Type Lease Investments

In certain circumstances, we account for a lease arrangement as either (i) a financing receivable or (ii) a sales-type lease investment, rather than as an operating lease.

For both financing receivables and sales-type leases, cash payments collected from tenants are not reported as rental revenue.

Instead, amounts received are generally allocated between (i) interest income recognized using the effective interest method and (ii) a reduction of the outstanding investment balance (i.e., the financing receivable or sales-type lease investment), as applicable.

Under ASC 842, lease arrangements that include both land and building components may require separate classification of each component, which can result in a lease being bifurcated between operating lease and sales-type or financing receivable treatment.

Investment in Leases – Financing Receivables

For sale-leaseback transactions, we evaluate whether control of the underlying asset has transferred to the Company.

Control of an asset refers to the ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset, including the ability to prevent other entities from directing the use of, and obtaining the benefits from, the asset.

When control is deemed not to have transferred, we do not recognize the underlying real estate asset as a real estate investment.

Instead, we recognize a financial asset presented as Investment in leases – financing receivable on our Consolidated Balance Sheets, and account for the arrangement in accordance with ASC 310, Receivables.

We have concluded that certain lease arrangements are required to be accounted for as financing receivables under ASC 310 because control of the underlying assets is not considered to have transferred to the Company under GAAP.

The accounting for financing receivables under ASC 310 is materially consistent with the accounting applied to our sales-type lease investments under ASC 842, in that both approaches recognize interest income over time using an effective yield methodology and reduce the recorded investment balance as payments are received.

Investment in Leases – Sales-Type Lease Investments

If a lease arrangement meets one or more of the sales-type classification criteria under ASC 842, the leased assets are recorded as Investment in leases – sales-type on our Consolidated Balance Sheets in accordance with ASC 842.

To determine whether a lease should be classified as a sales-type lease under ASC 842, we evaluate the following criteria.

If any of these criteria are met at lease commencement, the lease is classified as a sales-type lease:

Transfer of ownership — The lease transfers ownership of the underlying asset to the lessee by the end of the lease term.

This criterion is met in situations in which the lease agreement provides for the transfer of title at or shortly after the end of the lease term in exchange for the payment of a nominal fee, for example, the minimum required by statutory regulation to transfer title.

2) Bargain purchase option - The lease contains a bargain purchase option, which is a provision allowing the lessee, at its option, to purchase the leased property for a price which is sufficiently lower than the expected fair value of the property at the date the option becomes exercisable and that is reasonably certain to be exercised.

3) Lease term - The lease term is for the major part of the remaining economic life of the underlying asset.

However, if the commencement date falls at or near the end of the economic life of the underlying asset, this criterion shall not be used for purposes of classifying the lease.

4) Minimum lease payments - The present value of the sum of the lease payments and any residual value guaranteed by the lessee that is not already reflected in the lease payments equals or exceeds substantially all of the fair value of the underlying asset.

5) Specialized nature - The underlying asset is of such specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.

The tests outlined above, as well as the resulting calculations, require subjective judgments, such as determining, at lease inception, the fair value of the underlying leased assets, the residual value of the assets at the end of the lease term, the likelihood a tenant will exercise some or all renewal options (in order to determine the lease term), the estimated remaining economic life of the leased assets, and an allocation of rental income received under our Master Leases to the underlying leased assets.

A slight change in estimate or judgment can result in a materially different financial statement presentation and income recognition method.

Investment in Leases, Financing Receivables and Investment in Leases, Sales Type

In accordance with ASC 842, for transactions in which we enter into a contract to acquire an asset and lease it back to the seller under a sales-type lease (i.e.

a sale leaseback transaction), the Company must determine whether control of the asset has transferred to us.

In cases whereby control has not transferred to the Company, we do not recognize the underlying asset but instead recognize a financial asset in accordance with ASC 310 "Receivables".

The accounting for the financing receivable under ASC 310 is materially consistent with the accounting for our investments in leases - sales type under ASC 842.

We have concluded that certain of our leases are required to be accounted for as an Investment in leases - financing receivable on our Consolidated Balance Sheets in accordance with ASC 310, since control of the underlying assets was not considered to have transferred to the Company under GAAP.

For transactions whereby the Company has a lease reconsideration event and the lease meets one of the five criteria mentioned above, the lease is accounted for as an Investment in leases, sales type.

During 2024, the Tropicana Las Vegas Lease was reassessed and was accounted for as an Investment in leases - sales type.

This criterion is met when the lease agreement provides for the transfer of title at or shortly after the end of the lease term, generally for a nominal amount.

Bargain purchase option — The lease includes an option that allows the lessee to purchase the asset at a price that is sufficiently lower than the expected fair value of the asset at the date the option becomes exercisable, and the exercise of the option is reasonably certain.

Lease term — The lease term represents the major part of the remaining economic life of the underlying asset.

This criterion is not applied when the lease commencement date occurs at or near the end of the asset’s economic life.

Present value of lease payments — The present value of the sum of the lease payments and any residual value guaranteed by the lessee (to the extent not already reflected in the lease payments) equals or exceeds substantially all of the fair value of the underlying asset.

Specialized nature — The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.

The classification evaluation described above, as well as the related calculations, requires significant judgment and the use of estimates.

Key judgments and estimates include, among other things:

(i) determining the fair value of the underlying leased assets at lease commencement, (ii) estimating the residual value of the assets at the end of the lease term, (iii) assessing the likelihood that tenants will exercise renewal options (which affects the determination of lease term), (iv) estimating the remaining economic life of the leased assets, and (v) allocating consideration and rental income received under master lease arrangements to the underlying leased assets.

Changes in these estimates or judgments could result in a different lease classification and materially impact the presentation of our consolidated financial statements and income recognition method.

Allowance for credit losses

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We have elected to use an econometric default and loss rate model to estimate the Allowance for credit losses, or CECL allowance.

This model requires us to calculate and input lease and property-specific credit and performance metrics which in conjunction with forward-looking economic forecasts, project estimated credit losses over the life of the lease or loan.

This model requires us to calculate and input lease and property-specific credit and performance metrics

which in conjunction with forward-looking economic forecasts, project estimated credit losses over the life of the lease or loan.

The Company then records a CECL allowance based on the expected loss rate multiplied by the outstanding investment.

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The PD and LGD predictive model was developed using the average historical default rates and historical loss rates, respectively, of over 100,000 commercial real estate loans dating back to 1998 that have similar credit profiles or characteristics to the real estate underlying the Company's instruments subject to CECL.

Management will monitor the credit risk related to its instruments subject to CECL by obtaining the applicable rent and interest coverage on a periodic basis.

Management monitors the credit risk related to its instruments subject to CECL by obtaining the applicable rent coverage on a quarterly basis.

The Company also monitors legislative changes to assess whether it would have an impact on the underlying performance of its tenant.

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

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

We are required to update our CECL allowance on a quarterly basis with the resulting change being recorded in the Consolidated Statements of Income for the relevant period.

Finally, each time the Company makes a new investment in an asset subject to ASC 326, we will be required to record an initial CECL allowance for such asset, which will result in a non-cash charge to the Consolidated Statement of Income for the relevant period.

Changes in economic conditions and/or the underlying performance of the property contained within our leases accounted for as financing receivables impacts the assumptions utilized in the CECL reserve estimates.

Changes in economic probability factors, economic conditions and projections and/or the underlying performance of the property impacts the assumptions utilized in the CECL reserve estimates, which at times has historically had a significant impact on our results of operations.

Changes in our assumptions could result in non-cash provisions or recoveries in future periods that could materially impact our results of operations.

Income Taxes - REIT Qualification

We elected on our U.S.

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

and Penn Cecil Maryland, Inc.

as a TRS effective on the first day of the first taxable year of GLPI as a REIT.

In addition, during 2020, the Company and Tropicana LV, LLC, a wholly owned subsidiary of the Company which holds the real estate of Tropicana Las Vegas, elected to treat Tropicana LV, LLC as a TRS.

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

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

We intend to continue to be organized and to operate in a manner that will permit us to qualify as a REIT.

To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our annual REIT taxable income to shareholders determined without regard to the dividends paid deduction and excluding any net capital gain, and meet the various other requirements imposed by the Code relating to matters such as operating results, asset holdings, distribution levels, and diversity of stock ownership.

As a REIT, we generally will not be subject to federal income tax on income that we distribute as dividends to our shareholders.

If we fail to qualify as a REIT in any taxable year, we will be subject to U.S.

federal income tax, including any

applicable alternative minimum tax, on our taxable income at regular corporate income tax rates, and dividends paid to our shareholders would not be deductible by us in computing taxable income.

Any resulting corporate liability could be substantial and could materially and adversely affect our net income and net cash available for distribution to shareholders.

Unless we were entitled to relief under certain Code provisions, we also would be disqualified from re-electing to be taxed as a REIT for the four taxable years following the year in which we failed to qualify to be taxed as a REIT.

It is not possible to state whether in all circumstances we would be entitled to this statutory relief.

Our TRS is able to engage in activities resulting in income that would not be qualifying income for a REIT.

As a result, certain activities of the Company which occur within our TRS are subject to federal and state income taxes.

Real Estate Investments

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The cost of properties developed by GLPI includes costs of construction, property taxes, interest and other miscellaneous costs incurred during the development period until the project is substantially complete and available for occupancy.

The Company capitalizes interest on development projects by applying its weighted-average borrowing rate to qualifying construction expenditures incurred during the development period.

We consider the period of future benefit of the asset to determine the appropriate useful lives.

Depreciation is computed using a straight-line method over the estimated useful lives of the buildings and building improvements.

If we used a shorter or longer estimated useful life, it could have a material impact on our results of operations.

If we use a shorter or longer estimated useful life, it could have a material impact on our results of operations.

We continually monitor events and circumstances that could indicate that the carrying amount of our real estate investments may not be recoverable or realized.

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FFO, AFFO and Adjusted EBITDA are non-GAAP financial measures that are considered supplemental measures for the real estate industry and a supplement to GAAP measures.

The National Association of Real Estate Investment Trusts defines FFO as net income (computed in accordance with GAAP), excluding (gains) or losses from dispositions of property, net of tax and real estate depreciation.

We define AFFO as FFO excluding, as applicable to the particular period, stock based compensation expense;

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amortization of land rights;

accretion on investment in leases, financing receivables;

accretion on investment in leases;

non-cash adjustments to financing lease liabilities;

property transfer tax recoveries;

straight-line rent and deferred rent adjustments;

straight-line

rent and deferred rent adjustments;

losses on debt extinguishment;

capitalized interest;

severance charges, capitalized interest;

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

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amortization of land rights;

accretion on Investment in leases, financing receivables;

accretion on Investment in leases;

non-cash adjustments to financing lease liabilities;

property transfer tax recoveries;

losses on debt extinguishment;

and provision (benefit) for credit losses, net.

severance charges and provision (benefit) for credit losses, net.

FFO, AFFO and Adjusted EBITDA are not recognized terms under GAAP.

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In addition, these measures should not be viewed as an indication of our ability to fund our cash needs, including to make cash distributions to our shareholders, to fund capital improvements, or to make interest payments on our indebtedness.

Investors are also cautioned that FFO, AFFO and Adjusted EBITDA, as presented, may not be comparable to similarly titled measures reported by other real estate companies, including REITs, due to

the fact that not all real estate companies use the same definitions.

Investors are also cautioned that FFO, AFFO and Adjusted EBITDA, as presented, may not be comparable to similarly titled measures reported by other real estate companies, including REITs, due to the fact that not all real estate companies use the same definitions.

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

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Net income $ 850,356 $ 807,648

(Gains) or losses from dispositions of property, net of tax (3,790) (22)

(Gains) or losses from dispositions of property (125) (3,790)

Real estate depreciation 263,920 258,219

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Amortization of debt issuance costs, bond premiums and original issuance discounts (1)

Accretion on investment in leases, financing receivables (28,966) (23,056)

13,267 11,229

Accretion on investment in leases (28,356) (28,966)

Non-cash adjustment to financing lease liabilities 431 473

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Losses on debt extinguishment 3,783 —

Property transfer tax recovery — (2,187)

Provision for credit losses, net 8,664 37,254

Severance charges 6,320 —

Capitalized interest (15,788) (4,395)

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This compared to net income, FFO, AFFO, and Adjusted EBITDA, of $807.6 million, $1,062.1 million, $1,060.9 million and $1,374.3 million, respectively, for the year ended December 31, 2024.

The increase in net income was primarily driven by a $91.2 million increase in income from real estate as explained below.

This was partially offset by higher operating expenses of $29.2 million and higher interest expense, net of $9.9 million that are also discussed below.

The Company also incurred higher income tax expense of $0.1 million for the year ended December 31, 2024.

The increase in net income was primarily driven by a $63.2 million increase in income from real estate, as

explained below.

The Company had lower operating expenses of $7.6 million and higher other expenses of $28.0 million that are also discussed below.

The increases in FFO for the year ended December 31, 2025 were due to the items described above, excluding gains from dispositions of property and real estate depreciation.

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Income from Investment in leases, financing receivables 195,649 185,430 10,219 5.5 %

Income from sales type leases 5,004 — 5,004 N/A

Income from Investment in leases, sales type 15,126 5,004 10,122 202.3 %

Interest income from real estate loans

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The reason for the increase was primarily due to our recent acquisitions which in the aggregate increased cash income by $73.6 million.

Current year results also benefited by $19.8 million from escalations on our leases.

Current year results also benefited by $17.7 million from escalations on our leases and higher percentage rent of $2.3 million.

Finally, the Company had higher ground rent income of $3.9 million.

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Year Ended December 31, 2025 Building base rent Land base rent Percentage rent and other rental revenue Interest income on real estate loans Total cash income Straight-line rent and deferred rent adjustments (1)

Ground rent in revenue Accretion on financing leases Total income from real estate

Ground rent in revenue Accretion on leases Total income from real estate

Amended PENN Master Lease $ 217,329 $ 43,035 $ 26,029 $ — $ 286,393 $ 19,807 $ 2,685 $ — $ 308,885

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Bally's Chicago Lease 2,565 20,000 — — 22,565 (22,565) — — —

Dry Creek — — — 453 453 — — — 453

Total $ 1,218,460 $ 198,228 $ 72,624 $ 16,034 $ 1,505,346 $ 22,468 $ 38,582 $ 28,356 $ 1,594,752

(1) Includes $0.3 million of tenant improvement allowance amortization for the year ended December 31, 2025

Year Ended December 31, 2023 Building base rent Land base rent Percentage rent and other rental revenue Interest income on real estate loans Total cash income Straight line rent Ground rent in revenue Accretion on financing leases Total income from real estate

Year Ended December 31, 2024 Building base rent Land base rent Percentage rent and other rental revenue Interest income on real estate loans Total cash income Straight line rent Ground rent in revenue Accretion on leases Total income from real estate

Amended PENN Master Lease $ 213,067 $ 43,035 $ 26,110 — $ 282,212 $ 19,807 $ 2,281 $ — $ 304,300

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Bally's Master Lease 104,768 — — — 104,768 — 10,690 — 115,458

Bally's Master Lease II 1,431 — — 1,431 — 211 — 1,642

Maryland Live!

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Rockford Loan — — — 10,055 10,055 — — — 10,055

Tioga Downs Lease 13,106 — — — 13,106 — 5 2,346 15,457

Strategic Gaming Leases 5,774 — — — 5,774 — 247 690 6,711

Ione Loan — — — 437 437 — — — 437

Bally's Chicago Lease — 6,111 — — 6,111 (6,111) — — —

Total $ 1,149,743 $ 181,189 $ 70,346 $ 10,492 $ 1,411,770 $ 56,102 $ 34,708 $ 28,966 $ 1,531,546

(1) Includes $0.3 million of tenant improvement allowance amortization for the year ended December 31, 2024.

In accordance with ASC 842, the Company records revenue for the ground lease rent paid by its tenants with an offsetting expense in land rights and ground lease expense within the consolidated statement of income as the Company has concluded that as the lessee it is the primary obligor under the ground leases.

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Gains from disposition of properties (125) (3,790) 3,665 (96.7) %

Property transfer tax recovery — (2,187) 2,187 (100.0) %

Depreciation 265,864 260,152 5,712 2.2 %

3 unchanged sentences

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

Land rights and ground lease expense decreased by $0.4 million, or 0.9%, for the year ended December 31, 2024, as compared to the corresponding period in the prior year due to the acquisition of certain land that was previously subject to ground leases.

Land rights and ground lease expense increased by $7.7 million, or 16.2%, for the year ended December 31, 2025, as compared to the corresponding period in the prior year due to the acquisition of assets in Bally's Master Lease II.

General and administrative expense

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General and administrative expenses increased by $3.9 million, or 6.6%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024.

The reason for the increase was due primarily from higher stock based compensation charges due to higher valuations on the Company's equity awards, franchise taxes and payroll costs.

The reason for the increase was due primarily from an executive severance charge of $6.3 million, partially offset by lower stock based compensation expense of $3.1 million due primarily from forfeitures from the executive awards.

Gains from dispositions of property

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See Note 1 for further discussion.

Property transfer tax recovery

For the year ended December 31, 2023, the Company recorded a property transfer tax recovery of $2.2 million related to a successful appeal initiated by our tenant.

Depreciation expense

Depreciation expense decreased by $2.7 million, or 1.0%, to $260.2 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to the certain assets being fully depreciated.

Depreciation expense increased by $5.7 million, or 2.2%, to $265.9 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024, primarily due to its recent acquisitions.

Provision for credit losses, net

For the year ended December 31, 2025, the Company recorded a $8.7 million provision for credit losses as compared to a $37.3 million provision in the corresponding period in the prior year.

The primary reason for the increase was due to the initial establishment of reserves of $23.7 million on the Tropicana Las Vegas Lease which was reclassified from an operating lease to a sales type lease during 2024 and on new leases entered into during 2024.

The additional increases in the provision for credit losses was due primarily from a decline in the estimated real estate values underlying the Company's Investment in leases, financing receivables.

These values are estimated based on long term projections of the Commercial Real Estate Price Index which, as of December 31, 2024, declined relative to the corresponding period in the prior year.

The primary reason for the decrease were changes in estimates to property specific credit and performance metrics as well as changes in economic forecasts.

Other income (expenses)

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Interest income 28,796 45,989 (17,193) (37.4) %

Losses on debt extinguishment — (556) 556 (100.0) %

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

Total other expenses $ (348,868) $ (320,908) $ (27,960) 8.7 %

1 unchanged sentence

For the year ended December 31, 2025, the Company's interest expense increased by $7.0 million as compared to the corresponding period in the prior year.

The increase was due to higher borrowing levels that partially funded our recent acquisitions as well as borrowings to prefund the upcoming $850 million bond maturing in June 2025.

The increase was due to higher borrowing levels that partially funded our recent acquisitions.

See Note 10 for additional information.

Interest income

Interest income for the year ended December 31, 2024 increased by $33.4 million due to higher average interest earning balances in the current year.

Interest income for the year ended December 31, 2025 decreased by $17.2 million due to lower average interest earning balances in the current year.

Loss on debt extinguishment

The Company redeemed its $500 million, 5.375% Senior Notes that were scheduled to mature in November 2023 during the year ended December 31, 2023.

In connection with this transaction, the Company wrote-off deferred issuance costs of $0.6 million.

Losses on debt extinguishment of $3.8 million for the year ended December 31, 2025 related to the make-whole premium payment and accelerated amortization of debt issuance costs related to the redemption of the April 2026 Notes.

Net income attributable to noncontrolling interest in the Operating Partnership

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Therefore, the Company consolidates the accounts of the operating partnership, and reflects the third party ownership in this entity as a noncontrolling interest in the Consolidated Balance Sheets and allocates the proportion of net income to the noncontrolling interests on the Consolidated Statements of Income.

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

The noncontrolling ownership percentage is calculated by dividing the aggregate number of LTIP Units and OP Units by the total number of units and shares outstanding.

Liquidity and Capital Resources

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Net cash provided by operating activities was $1,129.4 million and $1,072.8 million during the years ended December 31, 2025 and 2024, respectively.

The increase in net cash provided by operating activities of $63.4 million for the year ended December 31, 2024 as compared to the prior year was primarily due to an increase in cash receipts from customers of $68.7 million along with an increase in interest income of $22.5 million, partially offset by increases in cash paid for interest of $20.1 million, cash paid for operating expenses of $4.4 million, cash paid to employees of $1.8 million and cash paid for taxes of $1.7 million.

The increase in cash receipts collected from our customers for the year ended December 31, 2024, as compared to the corresponding period in the prior year, was due to the additions to and/or the full year impact of the Bally's Master Lease, the Bally's Master Lease II, the Third Amended and Restated Casino Queen Master Lease, the Pennsylvania Live!

Master Lease, the Rockford Lease and Rockford Loan and the Tropicana Lease and as well as escalations incurred on our leases.

Investing activities used net cash of $1,605.9 million and $650.8 million during the years ended December 31, 2024 and 2023, respectively.

Net cash used in investing activities during the year ended December 31, 2024 consisted primarily of $844.3 million for the acquisition of the real estate assets of Bally's Kansas City and Shreveport properties which were added to the Bally's Master Lease II, for the acquisition of real estate for the Bally's Chicago development project, the Belle landside development project and the real estate assets contained within the Tioga Downs Lease and Strategic Gaming Leases which were accounted for as Investment in leases, financing receivables.

The increase in net cash provided by operating activities of $56.6 million for the year ended December 31, 2025 as compared to the prior year was primarily due to an increase in cash receipts from customers of $93.6 million along with an increase in interest income of $4.5 million, an increase in cash received on terminated interest rate swaps of $1.0 million and a decrease in cash paid for taxes of $1.3 million, partially offset by increases in cash paid for interest of $27.0 million, cash paid for operating expenses of $13.1 million, and cash paid to employees of $3.4 million.

The increase in cash receipts collected from our customers for the year ended December 31, 2025, as compared to the corresponding period in the prior year, was due to increased rental income from the Company's recent acquisitions and lease escalations and the increase in interest paid was due to increased borrowings that partially funded our recent acquisitions and prefunding the redemption for our $850 million, 5.25% senior unsecured note that occurred in March 2025.

Investing activities used net cash of $308.8 million for the year ended December 31, 2025 and $1,605.9 million during the year ended December 31, 2024, respectively.

Net cash used by investing activities during the year ended December 31, 2025 primarily consisted of the maturity of zero coupon U.S.

Treasury Bills totaling $550.0 million, partially offset by Ione Loan and Dry Creek Loan fundings of $85.3 million, $285.0 million for the acquisition of the real estate assets for the new M Resort tower and the Joliet landside project, and capital expenditures of $304.4 million primarily related to the funding of development projects and $184.1 million for the real estate assets contained within Strategic Gaming Lease for Sunland Park which was accounted for as Investment in leases, financing receivables.

Net cash used in investing activities during the year ended December 31, 2024 consisted primarily of $844.3 million for the acquisition of the real estate assets of Bally's Kansas City and Shreveport properties which were added to the Bally's Master Lease II, the acquisition of real estate for Bally's Chicago, the Belle landside development project and the real estate assets contained within the Tioga Downs Lease and Strategic Gaming Leases which were accounted for as Investment in leases, financing receivables.

The Company had real estate loan originations of $125.2 million, $48.6 million for the demolition funding related to the development project at the Tropicana site, the purchase of zero coupon U.S.

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

Net cash used in investing activities during the year ended December 31, 2023 consisted primarily of $412.3 million for the acquisition of the real estate assets of Bally's Tiverton, RI and Hard Rock Biloxi, MS properties (which was net of the $200 million deposit paid in the prior year) which were added to the Bally's Master Lease, $32.7 million and $1.8 million for the acquisition of the real estate assets of the Casino Queen Marquette, IA and two building assets at The Belle, respectively, which were added to the Third Amended and Restated Casino Queen Master Lease, and $7.6 million and $8.7 million for land in Joliet, IL and Aurora, IL, respectively.

The Company also incurred capital expenditures equal to $47.4 million for the development project at Hollywood Casino Baton Rouge.

The Company also acquired land for $100.2 million associated with the Rockford Lease which was accounted for as an Investment in lease, financing receivables and $40.0 million in fundings for the Rockford Loan.

Financing activities provided net cash of $311.8 million and $86.4 million during the years ended December 31, 2024 and December 31, 2023, respectively.

Net cash provided by financing activities for the year ended December 31, 2024 was driven by $1,521.9 million of proceeds from the issuance of long-term debt and $148.2 million of net proceeds from the issuance of common stock.

This was offset by repayments of long term debt of $463.6 million, dividend payments of $830.7 million, non-controlling interest distributions of $24.6 million, financing costs of $24.7 million and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $14.7 million.

Net cash provided by financing activities for the year ended December 31, 2023 was driven by the repayment of long term debt of $585.1 million, dividend payments of $834.0

million, non-controlling interest distributions of $24.1 million, financing costs of $4.0 million and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $13.4 million.

Financing activities used net cash of $1,059.0 million and provided net cash of $311.8 million during the years ended December 31, 2025 and December 31, 2024, respectively.

Net cash used by financing activities for the year ended December 31, 2025 was driven by repayments of long term debt of $1,826.0 million, dividend payments of $871.9 million, non-controlling interest distributions of $25.8 million, financing costs of $15.4 million and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $14.8 million.

These items were partially offset by $1,292.2 million of proceeds from the issuance of long-term debt and $402.8 million of net proceeds from the issuance of common stock.

These items were partially offset by the repayment of long term debt of $463.6 million, dividend payments of $830.7 million, non-controlling interest

distributions of $24.6 million, financing costs of $24.7 million and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $14.7 million.

Capital Expenditures

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

During the years ended December 31, 2024 and 2023 we spent approximately $0.1 million and $0.1 million respectively, for capital maintenance expenditures.

Our tenants are responsible for capital maintenance expenditures at our leased properties.

However, during the years ended December 31, 2024 and 2023, we incurred $39.6 million and $47.4 million, respectively, on capital project expenditures primarily related to landside development projects at Hollywood Casino Baton Rouge and the Belle of Baron Rouge.

As described in Note 11, the Company has various funding commitments over the next several years with PENN, and Bally's to develop new casino projects or enhance existing facilities leased by these tenants.

The exact amounts and timing of these commitments can not be precisely determined, however the Company expects to fund up to $575 million to develop or enhance facilities leased to PENN under the PENN 2023 Master Lease, consisting of $225 million for the relocation of PENN's riverboat in Aurora, Illinois at a 7.75% cap rate and, if requested by PENN, up to $350 million for the relocation of the Hollywood Casino Joliet as well as the construction of hotels at Hollywood Casino Columbus and a second hotel tower at the M Resort Spa Casino at then current market rates if the funding is requested by PENN.

The Company has agreed to fund up to $150 million of hard construction hard costs, if requested by PENN on or prior to March 31, 2029 for a potential redevelopment of Ameristar Casino Council Bluffs.

The Company intends to fund construction hard costs of up to $940 million for Bally's Chicago which is expected to occur through December 2026.

Additionally, the Company has committed up to $175 million of funding for hard construction costs related to the development of a potential casino resort redevelopment envisioned at the Tropicana Site where the Stadium is intended to be constructed for the Athletics.

The Company has committed to provide up to approximately $111 million of funding (of which $35.1 million was funded as of December 31, 2024) for a landside move and hotel renovation of The Belle.

The Company has also committed funding for certain construction costs of a landside development project at Casino Queen Marquette for an amount not to exceed $16.5 million.

Finally, the Company entered into the Ione Loan which is a $110 million commitment (of which $15.1 million was funded as of December 31, 2024).

Senior Unsecured Credit Agreement and Amended Credit Agreement

On May 13, 2022, GLP Capital entered into a credit agreement (the "Credit Agreement") providing for a $1.75 billion revolving credit facility (the "Initial Revolving Credit Facility") maturing in May 2026.

The majority of our debt is at fixed rates and our exposure to variable interest rates is currently limited to outstanding obligations, if any, under the Initial Revolving Credit Facility and our Term Loan Credit Agreement.

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

On September 2, 2022, GLP Capital entered into an amendment No.

1 (the "Amendment") to the Credit Agreement among GLP Capital, Wells Fargo Bank, National Association, as administrative agent (“Agent”), and the several banks and other financial institutions or entities party thereto (as amended by the Amendment, the "Amended Credit Agreement").

Pursuant to the Amended Credit Agreement, GLP Capital has the right, at any time until December 31, 2024, to elect to re-allocate up to $700 million in existing revolving commitments under the Amended Credit Agreement to a new revolving credit facility (the “Bridge Revolving Facility” and, collectively with the Initial Revolving Credit Facility, the "Revolver").

On December 2, 2024, GLP Capital entered into Amendment No.2 (the “Second Amendment";

the Amended Credit Agreement, as amended by the Second Amendment, the "Second Amended Credit Agreement”) to the Amended Credit Agreement.

Pursuant to the Second Amended Credit Agreement, revolving commitments were increased from $1.75 billion to $2.09 billion and the maturity date of revolving loans and commitments were extended to December 2, 2028.

The amendment also provides GLP with the right to elect to re-allocate up to $1.04 billion in existing revolving commitments under the Second Amended Credit Agreement to one or more new revolving credit facilities (“Amended Bridge Revolving Facility” and, collectively, the "Amended Bridge Revolving Facilities").

During the years ended December 31, 2025 and 2024, we spent approximately $304.4 million and $39.6 million, respectively, on capital project expenditures primarily related to development projects at Bally's Chicago, Casino Queen Marquette and Bally's Baton Rouge.

Funding commitments

As of December 31, 2025, we have entered into various commitments or call rights to finance/acquire future investments in gaming and related facilities for our tenants.

These are detailed in the table below.

Our tenants retain the option to decline our financing for certain projects and may seek alternative financing solutions.

The inclusion of a commitment in this disclosure does not guarantee that the financing will be utilized by the tenant in circumstances where a tenant has the option.

Description Estimated Commitment amount Amount funded at December 31, 2025

Relocation of Hollywood Casino Aurora (1)

$225 million None

Funding associated with a landside move at Ameristar Casino Council Bluffs (2)

$150 million None

Potential transaction at the former Tropicana Las Vegas site with Bally's $175 million $48.5 million

Real estate construction costs for Bally's Chicago $940 million $201.6 million

Construction costs for a landside development project at Casino Queen Marquette $16.5 million $9.6 million

Ione Loan to fund a new casino development near Sacramento, California $110 million $56.6 million

Call right to acquire Bally's Lincoln $700 million None

Funding commitment for the future site and construction for Live!

Virginia Casino & Hotel $467 million None

Delayed draw term loan for Dry Creek Rancheria Resort development $180 million None

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

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

(2) The Company has agreed to fund, if requested by PENN in their sole discretion, on or before March 31, 2029, construction improvements in an amount not to exceed the greater of (i) the hard costs associated with the project and (ii) $150.0 million at a 7.10% capitalization rate.

Senior Unsecured Credit Agreement

The Company has a Senior Unsecured Amended Credit Agreement (the "Amended Credit Agreement") providing for a revolving commitment capacity of $2.09 billion with a maturity date of December 2, 2028 (the "Revolver").

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

In addition, the Amended Credit Agreement provides GLP Capital with the right to elect to re-allocate up to $1.04 billion in existing revolving commitments under the Amended Credit Agreement to one or more new revolving credit facilities (“Amended Bridge Revolving Facility” and, collectively, the "Amended Bridge Revolving Facilities").

Loans under any Amended Bridge Revolving Facility are subject to 1% amortization per annum.

Amounts repaid under any Amended Bridge Revolving Facility cannot be reborrowed and the corresponding commitments are automatically re-allocated to the existing revolving facility.

Amended Bridge Revolving Facilities are intended to be used solely to fund cash distributions to third-party contributors in connection with their contribution of one or more properties to GLP.

GLP’s ability to borrow under any Amended Bridge Revolving Facility is subject to certain conditions including pro forma compliance with GLP’s financial covenants, as well as the receipt by the Agent of a satisfactory conditional guarantee of the loans under the applicable Amended Bridge Revolving Facility by the applicable contributor or its affiliate, subject to the prior enforcement of all remedies against GLP Capital, GLPI and other applicable sources other than such guarantor.

Amended Bridge Revolving Facilities are intended to be used solely to fund cash distributions to third-party contributors in connection with their contribution of one or more properties to GLP Capital.

GLP Capital’s ability to borrow under any Amended Bridge Revolving Facility is subject to certain conditions including pro forma compliance with GLP Capital’s financial covenants, as well as the receipt by the Agent of a satisfactory conditional guarantee of the loans under the applicable Amended Bridge Revolving Facility by the applicable contributor or its affiliate, subject to the prior enforcement of all remedies against GLP Capital, GLPI and other applicable sources other than such guarantor.

Loans under the Amended Bridge Revolving Facility will not be treated pro rata with loans under the existing revolving credit facility.

At December 31, 2024, $332.5 million was outstanding under the Second Amended Credit Agreement.

Additionally, at December 31, 2024, the Company was contingently obligated under letters of credit issued pursuant to the Second Amended Credit Agreement with face amounts aggregating approximately $0.4 million, resulting in $1,757.2 million of available borrowing capacity under the Second Amended Credit Agreement as of December 31, 2024.

The interest rates payable on the loans borrowed under the Second Amended Credit Agreement are, at GLP Capital's option, equal to either a SOFR based rate or a base rate plus an applicable margin, which ranges from 0.725% to 1.40% per annum for SOFR loans and 0.0% to 0.4% per annum for base rate loans, in each case, depending on the credit ratings assigned to the Second Amended Credit Agreement.

At December 31, 2025, $331.6 million was outstanding under the Amended Credit Agreement.

Additionally, at December 31, 2025, the Company was contingently obligated under letters of credit issued pursuant to the Amended Credit Agreement with face amounts aggregating approximately $0.4 million, resulting in $1,758.0 million of available borrowing capacity under the Amended Credit Agreement as of December 31, 2025.

The interest rates payable on the loans borrowed under the Amended Credit Agreement are, at GLP Capital's option, equal to either a SOFR based rate or a base rate plus an applicable margin, which ranges from 0.725% to 1.40% per annum for SOFR loans and 0.0% to 0.4% per annum for base rate loans, in each case, depending on the credit ratings assigned to the Amended Credit Agreement.

The current applicable margin is 1.05% for SOFR loans and 0.05% for base rate loans.

Notwithstanding the foregoing, in no event shall the base rate be less than 1.00%.

In addition, GLP Capital will pay a facility fee on the commitments under the revolving facility, regardless of usage, at a rate that ranges from 0.125% to 0.3% per annum, depending on the credit rating assigned to the Second Amended Credit Agreement from time to time.

The current facility fee rate is 0.25%.

The Second Amended Credit Agreement is not subject to amortization except with respect to any Amended Bridge Revolving Facility.

GLP Capital is not required to repay any loans under the Second Amended Credit Agreement prior to maturity except as set forth above with respect to the Amended Bridge Revolving Facility.

GLP Capital may prepay all or any portion of the loans under the Second Amended Credit Agreement prior to maturity without premium or penalty, subject to reimbursement of any SOFR breakage costs of the lenders and may reborrow loans that it has repaid.

Subject to customary conditions, including pro forma compliance with financial covenants, GLP Capital can obtain additional term loan commitments and incur incremental term loans or revolving commitments, and outstanding bridge revolving loans shall not exceed $3.5 billion outstanding under the Second Amended Credit Agreement.

The Amended Credit Agreement is not subject to amortization.

GLP Capital is not required to repay any loans under the Amended Credit Agreement prior to maturity.

GLP Capital may prepay all or any portion of the loans under the Amended Credit Agreement prior to maturity without premium or penalty, subject to reimbursement of any SOFR breakage costs of the lenders and may reborrow loans that it has repaid.

There is currently no commitment in respect of such incremental loans and commitments.

The weighted average interest rate under the Amended Credit Agreement at December 31, 2025 was 5.02%.

Certain Covenants and Events of Default

The Second Amended Credit Agreement contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of GLPI and its subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations or pay certain dividends and make other restricted payments.

The Second Amended Credit Agreement includes the following financial covenants, which are measured quarterly on a trailing four-quarter basis:

The Amended Credit Agreement contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of GLPI and its subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations or pay certain dividends and make other restricted payments.

The Amended Credit Agreement includes the following financial covenants, which are measured quarterly on a trailing four-quarter basis:

a maximum total debt to total asset value ratio, a maximum senior secured debt to total asset value ratio, a maximum ratio of certain recourse debt to unencumbered asset value and a minimum fixed charge coverage ratio.

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GLPI is also permitted to make other dividends and distributions subject to pro forma compliance with the financial covenants and the absence of defaults.

The Second Amended Credit Agreement also contains certain customary affirmative covenants and events of default, including the occurrence of a change of control and termination of the Amended PENN Master Lease (subject to certain replacement rights).

The occurrence and continuance of an event of default under the Second Amended Credit Agreement will enable the lenders under the Second Amended Credit Agreement to accelerate the loans and terminate the commitments thereunder.

At December 31, 2024, the Company was in compliance with all required financial covenants under the Second Amended Credit Agreement.

The Amended Credit Agreement also contains certain customary affirmative covenants and events of default, including the occurrence of a change of control and termination of the Amended PENN Master Lease (subject to certain replacement rights).

The occurrence and continuance of an event of default under the Amended Credit Agreement will enable the lenders under the Amended Credit Agreement to accelerate the loans and terminate the commitments thereunder.

At December 31, 2025, the Company was in compliance with all required financial covenants under the Amended Credit Agreement.

Term Loan Credit Agreement

On September 2, 2022, GLP Capital entered into a term loan credit agreement (the “Term Loan Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent (“Term Loan Agent”), and the other agents and lenders party thereto from time to time, providing for a $600 million delayed draw credit facility with a maturity date of September 2, 2027 (the “Term Loan Credit Facility”).

On September 2, 2022, GLP Capital entered into a term loan credit agreement (the "Term Loan Credit Agreement") with Wells Fargo Bank, National Association, as administrative agent (the "Term Loan Agent"), and the other agents and lenders party thereto from time to time, providing for a $600 million delayed draw credit facility with a maturity date of September 2, 2027 (the "Term Loan Credit Facility").

The Term Loan Credit Facility is guaranteed by GLPI.

The availability of loans under the Term Loan Credit Facility is subject to customary conditions, including pro forma compliance with financial covenants, and the receipt by Term Loan Agent of a conditional guarantee of the Term Loan Credit Facility by Bally’s on a secondary basis, subject to enforcement of all remedies against GLP Capital, GLPI and all sources other than Bally’s.

The loans under the Term Loan Credit Facility may be used solely to finance a portion of the purchase price of the acquisition of one or more specified properties of Bally’s in one or a series of related transactions (the “Acquisition”) and to pay fees, costs and expenses incurred in connection therewith.

The loans under the Term Loan Credit Facility may be used solely to finance a portion of the purchase price of the acquisition of one or more specified properties of Bally’s in one or a series of related transactions and to pay fees, costs and expenses incurred in connection therewith.

The Company drew down the entire $600 million Term Loan Credit Facility on January 3, 2023 in connection with the acquisition of the real property assets of Bally's Biloxi and Bally's Tiverton.

Subject to customary conditions, including pro forma compliance with financial covenants, GLP Capital can obtain additional term loan commitments and incur incremental term loans under the Term Loan Credit Agreement, so long as the aggregate principal amount of all term loans outstanding under the Term Loan Credit Facility does not exceed $1.2 billion plus up to $60 million of transaction fees and costs incurred in connection with the Acquisition.

There is currently no commitment in respect of such incremental loans and commitments.

Interest Rate and Fees

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GLP Capital may prepay all or any portion of the loans under the Term Loan Credit Facility prior to maturity without premium or penalty, subject to reimbursement of any SOFR breakage costs of the lenders, and may reborrow loans that it has repaid.

Unused commitments under the Term Loan Credit Facility automatically terminated on August 31, 2023.

Certain Covenants and Events of Default

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GLPI is required to maintain its status as a REIT and is permitted to pay dividends to its shareholders as may be required in order to maintain REIT status.

GLPI is also permitted to make other dividends and distributions, subject to pro forma compliance with the financial covenants and the absence of defaults.

permitted to make other dividends and distributions, subject to pro forma compliance with the financial covenants and the absence of defaults.

The Term Loan Credit Facility also contains certain customary affirmative covenants and events of default.

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These covenants are subject to a number of important and significant limitations, qualifications and exceptions.

In August 2024, the Company issued $800 million of 5.625% Senior Notes that will mature on September 15, 2034 at an issue price equal to 99.094% of the principal amount and $400 million of 6.250% Senior Notes that will mature on September 15, 2054 at an issue price equal to 99.183% of the principal amount.

The Company plans to use the net proceeds for working capital and general corporate purposes, which may include the funding of announced transactions, development and improvement of properties, repayment of indebtedness, capital expenditures and other general business purposes.

During the year ended December 31, 2024, the Company redeemed its $400 million 3.350% senior unsecured notes due September 2024.

On January 13, 2023, the Company announced that it called for redemption all of the $500.0 million, 5.375% Senior

Notes due in 2023 (the "Notes").

The Company redeemed all of the Notes on February 12, 2023 (the "Redemption Date") for

$507.5 million which represented 100% of the principal amount of the Notes plus accrued interest through the Redemption

Date, incurring a loss on the early extinguishment of debt of $0.6 million, primarily related to debt issuance write-offs.

funded the redemption of the Notes primarily from cash on hand as well as through the settlement of a forward sale agreement

that occurred in February 2023 which resulted in the issuance of 1,284,556 shares which raised net proceeds of $64.6 million.

The Company may redeem the Senior Notes of any series at any time, and from time to time, at a redemption price of 100% of the principal amount of the Senior Notes redeemed, plus a "make-whole" redemption premium described in the indenture governing the Senior Notes, together with accrued and unpaid interest to, but not including, the redemption date, except that if Senior Notes of a series are redeemed 90 or fewer days prior to their maturity, the redemption price will be 100% of the principal amount of the Senior Notes redeemed, together with accrued and unpaid interest to, but not including, the redemption date.

The Company may redeem the Senior Notes of any series at any time, and from time to time, at a redemption price of 100% of the principal amount of the Senior Notes redeemed, plus a "make-whole" redemption premium described in the indenture governing the Senior Notes, together with accrued and unpaid interest to, but not including, the redemption date, except that if Senior Notes of a series are redeemed after their respective par call date (90-180 days prior to their maturity), the redemption price will be 100% of the principal amount of the Senior Notes redeemed, together with accrued and unpaid interest to, but not including, the redemption date.

If GLPI experiences a change of control accompanied by a decline in the credit rating of the Senior Notes of a particular series, the Company will be required to give holders of the Senior Notes of such series the opportunity to sell their Senior Notes of such series at a price equal to 101% of the principal amount of the Senior Notes of such series, together with accrued and unpaid interest to, but not including, the repurchase date.

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The guarantees of GLPI are full and unconditional.

The Senior Notes are the Issuers' senior unsecured obligations and rank pari passu in right of payment with all of the Issuers' senior indebtedness, including the Second Amended Credit Agreement, and senior in right of payment to all of the Issuers' subordinated indebtedness, without giving effect to collateral arrangements.

The Senior Notes are the Issuers' senior unsecured obligations and rank pari passu in right of payment with all of the Issuers' senior indebtedness, including the Amended Credit Agreement, and senior in right of payment to all of the Issuers' subordinated indebtedness, without giving effect to collateral arrangements.

The Senior Notes contain covenants limiting the Company’s ability to:

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federal corporate income tax on our undistributed net taxable income.

In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we distribute to our shareholders in a

calendar year is less than a minimum amount specified under U.S.

In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we distribute to our shareholders in a calendar year is less than a minimum amount specified under U.S.

federal income tax laws.

We intend to make distributions to our shareholders to comply with the REIT requirements of the Code.

We intend to make distributions to

our shareholders to comply with the REIT requirements of the Code.

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

Based on our current level of operations and anticipated earnings, we believe that cash generated from operations and cash on hand, together with amounts available under our Second Amended Credit Agreement of $2.09 billion and our ability to raise equity proceeds, will be adequate to meet our anticipated debt service requirements, capital expenditures, working capital needs and dividend requirements.

In late December 2022, the Company refreshed its ATM capacity to $1 billion (the "2022 ATM Program").

As of December 31, 2024, the Company had $34.2 million remaining for issuance under the 2022 ATM Program.

Once the 2022 ATM Program is exhausted, the Company would expect to enter into a new program.

We expect the majority of our future growth to come from acquisitions of gaming and other properties to lease to third parties.

If we consummate significant acquisitions in the future, our cash requirements may increase significantly and we would likely need to raise additional proceeds through a combination of either common equity (including under our 2022 ATM Program and future ATM Programs that we would expect to enter into once the 2022 ATM Program is fully utilized), issuance of additional OP Units, and/or debt offerings.

In addition, the Company intends to redeem its 5.250% Notes which are due in June 2025.

During the year ended December 31, 2025, the Company entered into a new continuos equity offering program under which the Company may sell up to an aggregate of $1.25 billion of its common stock from time to time through a sales agent in "at the market" offerings (the "2025 ATM Program") which replaced the Company's previous ATM program.

As of December 31, 2025, the Company had $886.7 m illion remaining for issuance under the 2025 ATM Program.

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

We expect the majority of our future growth to come from funding commitments to our tenants and acquisitions of gaming and other properties to lease to third parties.

If we consummate significant acquisitions in the future, our cash requirements may increase significantly and we would likely need to raise additional proceeds through a combination of either common equity (including under our 2025 ATM Program), issuance of additional OP Units, and/or debt offerings.

Our future operating performance and our ability to service or refinance our debt will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control.

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

What changed 10-K

Item 7. Management’s Discussion and Analysis