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Item 8. Financial Statements and Supplementary Data

2026-02-19 compared with 2025-02-20 · 390 added, 486 removed, 988 unchanged (47% of the section changed)

6 unchanged sentences

We have audited the accompanying consolidated balance sheets of Gaming and Leisure Properties, Inc.

and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements").

and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

14 unchanged sentences

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Lease Classification - See Note 12 to the Consolidated Financial Statements

Lease Classification - See Note 12 to the Financial Statements

Critical Audit Matter Description

8 unchanged sentences

◦ Engaging fair value specialists to evaluate the reasonableness of management's valuation and allocation methodology and related inputs and assumptions to determine fair value, residual value of the leased assets and purchase price allocation of the assets acquired.

◦ Performing sensitivity analyses over key assumptions utilized.

◦ Testing the mathematical accuracy of the calculations and comparing the key inputs used in the estimate to external market sources.

33 unchanged sentences

Accumulated deficit ( 1,990,770 ) ( 1,944,009 )

Accumulated other comprehensive income 904 —

Total equity attributable to Gaming and Leisure Properties 4,626,452 4,268,562

Non-controlling interests in GLPI's Operating Partnership ( 8,224,939 units and 7,653,326 units outstanding at December 31, 2024 and December 31, 2023, respectively

Non-controlling interests in GLPI's Operating Partnership ( 8,224,939 units outstanding at December 31, 2025 and December 31, 2024, respectively)

381,808 376,962

4 unchanged sentences

and Subsidiaries

Consolidated Statements of Income

Consolidated Statements of Operations and Comprehensive Income

(in thousands, except per share data)

2 unchanged sentences

Income from investment in leases, financing receivables 195,649 185,430 152,990

Income from sales type lease 5,004 — —

Income from investment in leases, sales type 15,126 5,004 —

Interest income from real estate loans 16,034 10,492 1,044

4 unchanged sentences

Gains from dispositions of property ( 125 ) ( 3,790 ) ( 22 )

Property transfer tax recovery and impairment charge — ( 2,187 ) 3,298

Property transfer tax recovery — — ( 2,187 )

Depreciation 265,864 260,152 262,870

15 unchanged sentences

Diluted earnings attributable to common shareholders $ 2.95 $ 2.87 $ 2.77

Other comprehensive income

Net income 850,356 807,648 755,370

Reclassification of derivative gain to interest expense ( 33 ) — —

Gain on cash flow hedges 967 — —

Comprehensive income 851,290 807,648 755,370

Comprehensive income attributable to non-controlling interest in the Operating Partnership ( 25,275 ) ( 23,028 ) ( 21,087 )

Comprehensive income attributable to common shareholders $ 826,015 $ 784,620 $ 734,283

See accompanying Notes to the Consolidated Financial Statements.

5 unchanged sentences

Capital Accumulated

Deficit Noncontrolling Interest Operating Partnership Total

Deficit Accumulated Other Comprehensive Income Noncontrolling Interest Operating Partnership Total

Shares Amount

17 unchanged sentences

Issuance of common stock, net of costs 8,170,387 82 402,710 — — — 402,792

Restricted stock activity 427,693 4 9,533 — — 9,537

Restricted stock and LTIP unit activity 444,374 4 951 — — 5,405 6,360

Dividends paid ($ 3.100 per common share)

— — — ( 871,872 ) — — ( 871,872 )

Issuance of operating partnership units — — — — 26,471 26,471

Gain on cash flow hedges — — — — 936 31 967

Reclassification of derivative gain on cash flow hedges to interest expense — — — — ( 32 ) ( 1 ) ( 33 )

Distributions to non-controlling interest — — — — — ( 25,834 ) ( 25,834 )

11 unchanged sentences

Depreciation and amortization 282,944 273,422 276,424

Amortization of debt issuance costs, premiums and discounts 11,229 9,857 9,975

Accretion on financing receivables and adjustments to lease liabilities ( 28,493 ) ( 22,587 ) ( 18,959 )

Net accretion on held to maturity investment securities ( 10,837 ) — —

Amortization of items charged to interest expense 13,267 11,229 9,857

Amortization of gain on cash flow hedges and loan discounts ( 52 ) — —

Accretion on investment in leases and adjustments to lease liabilities ( 27,925 ) ( 28,493 ) ( 22,587 )

Accretion on held to maturity investment securities 10,837 ( 10,837 ) —

Gains on dispositions of property ( 125 ) ( 3,790 ) ( 22 )

1 unchanged sentence

Straight line rent and deferred rent adjustments ( 22,468 ) ( 56,102 ) ( 39,881 )

Impairment charges and losses on debt extinguishment — 556 5,487

Losses on debt extinguishment 3,783 — 556

Provision for credit losses, net 8,664 37,254 6,461

Proceeds from interest rate swap termination 967 — —

Change in operating assets and liabilities

Other assets ( 22,598 ) ( 10,198 ) ( 7,947 )

Accounts payable, accrued expenses, accrued salaries and wages ( 1,391 ) 1,222 ( 251 )

Accounts payable, accrued expenses , accrued salary and wages 2,881 ( 1,391 ) 1,222

Accrued interest 501 22,640 815

2 unchanged sentences

Investing activities

Capital project expenditures ( 39,554 ) ( 47,370 ) ( 23,865 )

Capital maintenance expenditures ( 134 ) ( 67 ) ( 159 )

Proceeds from assets held for sale — — 148,709

Capital project and maintenance expenditures ( 304,443 ) ( 39,688 ) ( 47,437 )

Proceeds from sale of property 125 — —

Return of contingent consideration from previous acquisition — 1,798 —

1 unchanged sentence

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

Originations of real estate loans ( 125,160 ) ( 40,000 ) —

Originations of real estate loans, net of origination discount ( 85,336 ) ( 125,160 ) ( 40,000 )

Investment in leases, financing receivables ( 184,097 ) ( 203,486 ) ( 100,202 )

7 unchanged sentences

Proceeds from issuance of common stock, net 402,792 148,216 469,213

Proceeds from issuance of long-term debt, net of senior note discounts 1,521,939 1,077,784 424,000

Financing costs and costs paid on tender of senior unsecured notes ( 24,685 ) ( 3,966 ) ( 11,907 )

Proceeds from issuance of long-term debt 1,292,161 1,521,939 1,077,784

Financing costs and costs paid to redeem senior unsecured notes ( 15,388 ) ( 24,685 ) ( 3,966 )

Repayments of long-term debt ( 1,826,017 ) ( 463,619 ) ( 585,149 )

6 unchanged sentences

Notes to the Consolidated Financial Statements

Business and Basis of Presentation

Gaming and Leisure Properties, Inc.

("GLPI") is a self-administered and self-managed Pennsylvania real estate investment trust ("REIT").

GLPI (together with its subsidiaries, the "Company") was incorporated on February 13, 2013, as a wholly-owned subsidiary of PENN Entertainment, Inc., formerly known as Penn National Gaming, Inc.

PENN) ("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 Hollywood Casino Baton Rouge and Hollywood Casino Perryville (which are referred to as the "TRS Properties") and then spun-off GLPI to holders of PENN's common and preferred stock in a tax-free distribution (the "Spin-Off").

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

On December 16, 2024, the Company issued 137,309 OP Units in connection with its acquisition of Bally's Kansas City Casino ("Bally's Kansas City") and Bally's Shreveport Casino & Hotel ("Bally's Shreveport').

There were 8,224,939 OP Units outstanding as of December 31, 2024.

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

GLPI was incorporated on February 13, 2013, as a wholly-owned subsidiary of PENN.

On November 1, 2013, PENN contributed to the Company, through a series of internal corporate restructurings, substantially all of the assets and liabilities associated with PENN's real property interests and real estate development business, as well as the assets and liabilities of the TRS Properties via the Spin-Off.

Since 2021, the Company has been structured as an umbrella partnership REIT under which substantially all of its business is conducted through GLP Capital, the day-to-day management of which is exclusively controlled by GLPI.

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

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

As of December 31, 2025, GLPI owned 97.1% of the outstanding units of GLP Capital with the remaining units owned by third party limited partners who (directly or through affiliates) contributed properties to GLP Capital in exchange for consideration that was partially funded through the issuance of OP Units and holders of LTIP Units.

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

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

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

GLPI has fully and unconditionally guaranteed all of the Company's outstanding senior unsecured notes.

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

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

As of December 31, 2024, GLPI’s portfolio consisted of interests in 68 gaming and related facilities, the real property associated with 34 gaming and related facilities operated by PENN, the real property

associated with 6 gaming and related facilities operated by Caesars Entertainment Corporation (NASDAQ:

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

BYD) ("Boyd"), the real property associated with 15 gaming and related facilities operated by Bally's (including Casino Queen) and 1 facility under development with Bally's in Chicago, Illinois, the real property associated with 3 gaming and related facilities operated by Cordish, 1 gaming facility managed by a subsidiary of Hard Rock International ("Hard Rock"), 3 gaming and related facilities operated by Strategic Gaming Management, LLC ("Strategic") and 1 gaming and related facility operated by American Racing.

Under these arrangements, 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.

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

As of December 31, 2025, GLPI’s portfolio consisted of interests in 69 gaming and related facilities, 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 and 1 facility under development with Bally's in Chicago, Illinois, the real property associated with 3 gaming and related facilities operated by Cordish, 1 gaming facility managed by a subsidiary of Hard Rock, 4 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 and we own over 5,600 acres and lease approximately 1,000 acres.

As of December 31, 2025, the Company's properties were 100 % occupied.

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

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

PENN 2023 Master Lease and Amended PENN Master Lease

As a result of the Spin-Off, 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 a unitary master lease (the initial form of such lease the "Original PENN Master Lease").

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

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

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

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

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

Columbus and Toledo, Ohio;

and Henderson, Nevada.

The properties removed from the Original PENN Master Lease were added to a new master lease.

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

Both the Amended PENN Master Lease and the PENN 2023 Master Lease are triple-net operating leases, the term of which expires 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.

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.

On January 1, 2023, the Company's Amended PENN Master Lease transferred five properties to the PENN 2023 Master Lease.

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

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.

Rent under the PENN 2023 Master Lease is fixed with annual escalations on the entirety of rent increasing by 1.5 % annually on November 1.

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

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

average net revenues of all facilities under the Amended PENN Master Lease during the preceding five years in excess of a contractual baseline.

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

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

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

On November 3, 2025, GLPI funded $ 150 million for PENN's M Resort new hotel tower and conference center expansion, which opened to the public on December 1, 2025, at a capitalization rate of 7.79 %.

PENN anticipates completing the relocation of its riverboat casino in Aurora to a land based facility in the first half of 2026 which the Company anticipates funding $ 225 million at a 7.75 % capitalization rate.

Rent for each project begins accruing as the related funding is advanced.

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 Entertainment, Inc.

("Pinnacle") for approximately $ 4.8 billion.

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

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

In April 2016, the Company acquired substantially all of the real estate assets of Pinnacle and leased these assets back to Pinnacle, under the Pinnacle Master Lease, the term of which expires April 30, 2031, with no purchase option, followed by four remaining 5 -year renewal options (exercisable by the tenant) on the same terms and conditions.

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

On October 15, 2018, the Company completed transactions with PENN, Pinnacle and Boyd to accommodate PENN's acquisition of the majority of Pinnacle's operations, pursuant to the PENN-Pinnacle Merger.

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

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

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

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

Charles and Belterra Casino Resort from Pinnacle to Boyd which resulted in the Amended Pinnacle Master Lease and the Boyd Master Lease for these properties on terms similar to the Company's Amended Pinnacle Master Lease.

The Boyd Master Lease expires April 30, 2031, with no purchase option, followed by four 5 -year renewal options (exercisable by the tenant) on the same terms and conditions.

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

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

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

The Company also entered into a mortgage loan agreement with Boyd in connection with Boyd's acquisition of Belterra Park Gaming & Entertainment Center ("Belterra Park"), whereby the Company loaned Boyd $ 57.7 million (the "Belterra Park Loan").

In May 2020, the Company acquired the real estate of Belterra Park in satisfaction of the Belterra Park Loan, subject to a long-term lease (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 Entertainment Inc.

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

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

Concurrent with the Tropicana Acquisition, Eldorado Resorts, Inc.

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

On June 15, 2020, the Company amended and restated the Caesars Master Lease (as amended, the "Amended and Restated Caesars Master Lease") to, (i) extend the initial term of 15 years to 20 years, with renewals of up to an additional 20 years at the option of Caesars, (ii) remove the variable rent component in its entirety commencing with the third lease year, (iii) in the third lease year, increase annual land base rent and annual building base rent, (iv) provide fixed escalation percentages that delay the escalation of building base rent until the commencement of the fifth lease year with building base rent increasing annually by 1.25 % in the fifth and sixth lease years, 1.75 % in the seventh and eighth lease years and 2 % in the ninth lease year and each lease year thereafter, (v) subject to the satisfaction of certain conditions, permit Caesars to elect to replace the Bally's Evansville and/or Trop Casino Greenville properties under the Amended and Restated Caesars Master Lease with one or more of Caesars Gaming Scioto Downs, The Row in Reno, Isle Casino Racing Pompano Park, Isle Casino Hotel – Black Hawk, Lady Luck Casino – Black Hawk, Isle Casino Waterloo ("Waterloo"), Isle Casino Bettendorf ("Bettendorf") or Isle of Capri Casino Boonville, provided that the aggregate value of such new property, individually or collectively, was at least equal to the value of Bally's Evansville or Trop Casino Greenville, as applicable, (vi) permit Caesars to elect to sell its interest in 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 and approval of certain gaming regulatory agencies and the expiration of applicable gaming regulatory advance notice periods which conditions were satisfied on July 23, 2020.

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

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

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

See Note 12 for further discussion.

The Company also entered into a mortgage loan agreement with Boyd in connection with Boyd's acquisition of Belterra Park, whereby the Company entered into the Belterra Park Loan.

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 and expires on April 30, 2031, with no purchase option, followed by four 5 -year renewal options (exercisable by the tenant) on the same terms and conditions.

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

Amended and Restated Caesars Master Lease

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

The annual rent increases by 1.75 % in the seventh and eighth lease years and 2 % in the ninth lease year and each lease year thereafter.

Horseshoe St.

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

Louis ("Horseshoe St.

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

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

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

Louis property terminated and the loan became unsecured.

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

Louis property in satisfaction of the CZR loan.

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

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

The Company's Horseshoe St.

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

The Horseshoe St.

Louis Lease rent terms were adjusted on December 1, 2021 such that the annual escalator is now fixed at 1.25 % for the second through fifth lease years, increasing to 1.75 % for the sixth and seventh lease years and thereafter increasing by 2.0 % for the remainder of the lease.

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

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

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

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

Louis Lease annual rent increases by 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 Lease, Bally's Master Lease II, the Casino Queen Master Lease and the Tropicana Las Vegas Lease

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

The Bally's Master Lease was entered into on June 3, 2021 and subsequent to this date several additional real estate assets of Bally's were added to it.

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

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

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

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

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

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

The Company continues to have the option, subject to receipt by Bally's of required consents, to acquire the real property assets of Bally's Twin River Lincoln Casino Resort ("Bally's Lincoln") prior to December 31, 2026 for a purchase price of $735.0 million and additional rent of $ 58.8 million.

The Company has been also 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 to acquire the real property assets of Bally’s Kansas City and Bally’s Shreveport Casino 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 would own all funded improvements, which would 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 assumed the ground lease between the existing third party and Bally's for approximately $ 250 million.

The ground lease was amended such that the Company receives initial annual rent of $ 20 million (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 conform certain lease terms to be consistent with what was agreed upon between the Company and Bally's that were disclosed in the binding term sheet mentioned above.

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.

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

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

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

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

The Bally's Chicago Lease's annual rent increases if the CPI increase is at least 0.5 % for any lease year, then the rent shall increase by the greater of 1 % of the rent as of the immediately preceding lease year and the CPI increase capped at 2 %.

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

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

On December 16, 2024, the Company completed the purchase of the real property assets of both Bally’s Kansas City and Bally’s Shreveport for total consideration of approximately $ 395 million, which consisted of 137,309 OP units valued at $ 6.8 million and $ 388.6 million of cash of which $ 332.5 million was funded on the Company's revolving credit facility with the remainder paid with cash on hand.

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

This amount is recorded in deferred rental revenue on the Company's Consolidated Balance Sheet and totaled $28.7 million and $6.1 million at December 31, 2025 and December 31, 2024, respectively.

The Company intends to fund real estate construction costs of up to $ 940.0 million for the planned Bally's Chicago.

This development funding is expected to extend into 2027.

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

As of December 31, 2025, $ 201.6 million of real estate construction costs have been funded by the Company.

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

The two properties are in Bally's Master Lease II which is cross defaulted with the Bally's Master Lease.

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

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

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

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

The HCBR transaction closed on December 17, 2021.

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

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

See Note 12 for a discussion regarding such renewal options.

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

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

On February 11, 2026, GLPI exercised its option to acquire the real property assets of Bally’s Twin River Lincoln Casino Resort (Bally's Lincoln") for a purchase price of $ 700 million and additional rent of $ 56.0 million which was added to Bally's Master Lease II.

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

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

The Company's Casino Queen Master Lease became effective December 17, 2021 and has an initial term of 15 years, with no purchase option, with four separate five-year renewal options exercisable by the tenant on the same terms and conditions.

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

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

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

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

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

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

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

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

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

GLPI committed to provide up to approximately $ 111 million of funding for the project (of which $ 35.1 million has been funded as of December 31, 2024, which is expected to be completed by September 2025.

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

GLPI will own the new facility and Casino Queen will pay an incremental rental yield of 9 % on the development funding beginning a year from the initial disbursement of funds, which occurred on May 30, 2024 and rent will be deferred until the facility is ready for its intended use.

Tropicana Las Vegas Lease

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

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

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

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

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

GLPI funded approximately $ 111 million for the project.

The landside development project was completed and opened to the public in December 2025 and has been rebranded as Bally's Baton Rouge.

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

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

Rent was deferred on the landside development project until it was ready for its intended use.

The Company is also funding certain construction costs for an amount not to exceed $ 16.5 million, for a landside development project at Casino Queen Marquette at a 8.25 % capitalization rate.

As of December 31, 2025, $ 9.6 million has been funded on the project.

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

GLPI retained ownership of the land and concurrently entered into the Tropicana Las Vegas Lease which has an initial term of 50 years (with a maximum term of 99 years inclusive of tenant renewal options).

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

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

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

The Tropicana Las Vegas Lease is supported by a Bally’s corporate guarantee.

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

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

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In late August 2024, the Company funded $ 48.5 million to Bally's that was used 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.

The change in rent terms resulted in a lease reconsideration event that resulted in the lease being classified as a sales type lease, whereas previously it was accounted for as an operating lease.

Morgantown Lease

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

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

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) and commencing on the fourth anniversary of the opening date and for each anniversary thereafter (i) if the CPI increase is at least 0.5 % for any lease year, the rent for such lease year shall increase by 1.25 % of rent as of the immediately preceding lease year, and (ii) if the CPI increase is less than 0.5 % for such lease year, then the rent shall not increase for such lease year (the "Morgantown Lease").

Hollywood Casino Morgantown opened on December 22, 2021.

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

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

Under the terms of the Morgantown Lease, if the CPI increase is at least 0.5 % for any lease year, the rent for such lease year shall increase by 1.25 % of rent as of the immediately preceding lease year, and if the CPI increase is less than 0.5 % for such lease year, then rent shall not increase for such lease year.

Maryland Live!

Lease and Pennsylvania Live!

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

Casino & Hotel Maryland, Live!

Casino & Hotel Philadelphia, and Live!

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

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

Master Lease and Virginia Live!

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

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

Casino & Hotel Maryland (the "Maryland Live!

Casino & Hotel Maryland and entered into the Maryland Live!

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

Casino & Hotel Philadelphia and Live!

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

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

Master Lease.

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Master Lease and the Maryland Live!

Lease both have initial lease terms of 39 years, with a maximum term 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.

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

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

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

Virginia Casino & Hotel, a Cordish Company / Bruce Smith Enterprise casino and hotel development in Petersburg, Virginia ("Virginia Live!").

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

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

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

Through the construction of this large-scale development, GLPI will be compensated for the funding on an as drawn basis.

The Company has concluded that the lessee has control of the underlying asset being constructed while the project is under construction.

This is because the tenant is leasing the land that property improvements will be constructed upon, the term of which, together with lessee renewal options, is for substantially all of the economic life of the property improvements.

Therefore, the Company will account for any funds extended prior to the asset being ready for its intended use as loans.

Additionally, the Company concluded that this was a loan commitment at December 31, 2025 and was therefore subject to ASC 326 "Credit Losses:

See Note 2 for further discussion of ASC 326.

Once construction is complete and the facility is ready for its intended use, the Company will apply the sale and leaseback guidance to determine the appropriate lease classification.

On January 15, 2026, the Company funded $ 27 million to acquire the land site for the project.

Rockford Lease and Rockford Loan

On August 29, 2023, the Company acquired the land associated with a casino development project in Rockford, IL, that upon opening is intended to be managed by Hard Rock, from an affiliate of 815 Entertainment, LLC (together, "815 Entertainment") for $ 100.0 million.

Simultaneously with the land acquisition, GLPI entered into a ground lease with 815 Entertainment for a 99 year term.

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 (the "Rockford Lease").

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

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.

The Rockford Loan advances are subject to typical construction lending terms and conditions.

As of December 31, 2024, $ 150.0 million was advanced and outstanding under the Rockford Loan.

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

Simultaneously with the land acquisition, GLPI entered into the Rockford Lease which has 99 -year lease term.

The initial annual rent is subject to 2 % annual escalations for the entirety of its term.

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

Borrowings under the Rockford Loan were subject to an interest rate of 10 % with a 5 -year initial term.

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 in Rockford, IL if there is a future decision to sell them once completed.

As of December 31, 2025, $ 150 million was advanced and outstanding under the Rockford Loan.

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

Tioga Downs Lease

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

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

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

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

Simultaneous with the acquisition, GLPI and American Racing entered into the Tioga Downs Lease which has an initial 30 -year term, with no purchase option, followed by two renewal options of 10 years each and a third renewal option of approximately 12 years and ten months.

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

Strategic Gaming Leases

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

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

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

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

Simultaneous with the acquisition, GLP Capital and affiliates of Strategic entered into the Strategic Gaming Leases which has an initial 25 -year term with no purchase option and two ten-year renewal periods (exercisable by the tenant).

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

On October 15, 2025, the Company acquired the real estate assets of Sunland Park in Sunland Park, New Mexico for $ 183.75 million.

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

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

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

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

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

As of December 31, 2025, $ 56.6 million was advanced and outstanding under the Ione Loan which has a 5 -year term and an interest rate of 11 %.

Dry Creek Rancheria Loan

On September 2, 2025, the Company announced, a $ 225.3 million commitment, subject to receipt of all required permits and approvals, to serve as the lead real estate financing partner for Caesars Republic Sonoma County, a new integrated resort to be developed on the site of the current River Rock Casino.

Pursuant to its agreements with the Dry Creek, GLPI will initially act as a lender to the project through (i) a $ 180 million delayed draw term loan bearing interest at a fixed rate of 12.50 % and (ii) a $ 45.3 million term loan B issued at an original issue discount of 3% and bearing interest at SOFR plus 900 basis points, subject to a SOFR floor of 1%.

Each term loan has a maturity of 6 years.

Upon or prior to maturity of the 6-year loans, Dry Creek will lease back the property 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.

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

As of December 31, 2025, the Company has funded the $ 45.3 million term loan B while the delayed draw term loan remained undrawn.

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

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

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

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

The obligations under the Boyd Master Lease, the Belterra Park Lease, the Maryland Live!

Lease, the Pennsylvania Live!

Lease and the Rockford Lease are jointly and severally guaranteed by the subsidiaries that occupy and operate the facilities.

Summary of Significant Accounting Policies

Basis of Presentation

liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses for the reporting periods.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses for the reporting periods.

Actual results may differ from those estimates.

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The Company records the acquisition of real estate assets at fair value, including acquisition and closing costs.

The cost of properties developed by the Company include 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 cost of properties developed by the Company 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 its intended use.

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

The Company considers the period of future benefit of the asset to determine the appropriate useful lives.

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Loans for the construction or purchase of real estate assets of gaming related properties are classified as real estate loans on the Company's Consolidated Balance Sheets.

Interest income related to real estate loans is recorded as interest

income from real estate loans within the Company's Consolidated Statements of Income in the period earned.

Interest income related to real estate loans is recorded as interest income from real estate loans within the Company's Consolidated Statements of Income in the period earned.

Generally, we would recognize interest income to the extent the loan is not more than 90 days delinquent.

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These amounts are deferred and charged to operations as the benefits are realized and primarily consist of prepayments for insurance, property taxes and other contracts that will be expensed during the subsequent year.

Derivative Financial Instruments

During the year ended December 31, 2025, the Company entered into a forward starting interest rate swaps indexed to USD-SOFR, with notionals totaling $ 300 million all of which had ten year terms.

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

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

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

The Company evaluates hedge effectiveness on a quarterly basis.

If it determines that a hedge is no longer highly effective, hedge accounting is discontinued prospectively, and subsequent changes in fair value are recognized in earnings.

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

During the year ended December 31, 2025, the Company issued $1.3 billion in senior unsecured notes (See Note 10 for additional details) and terminated the interest rate swaps described above.

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

Debt Issuance Costs and Bond Premiums and Discounts

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Any original issuance discounts or bond premiums are also amortized to interest expense over the contractual term of the underlying indebtedness.

Fair Value of Financial Assets and Liabilities

Fa ir Value of Financial Assets and Liabilities

Fair value is defined as the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date.

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Costs that would have been incurred regardless of whether the lease was signed, such as legal fees and certain other third party fees, are expensed as incurred.

The Company recognizes rental revenue from tenants, including rental abatements, lease incentives and contractually fixed increases attributable to operating leases, on a straight-line basis over the term of the related leases when collectability is reasonably assured in accordance with ASC 842.

reasonably assured in accordance with ASC 842.

Additionally, percentage rent that is fixed and determinable at the lease inception date is recorded on a straight-line basis over the lease term, resulting in the recognition of deferred rental revenue on the Company’s Consolidated Balance Sheets.

Deferred rental revenue is amortized to rental revenue on a straight-line basis

over the remainder of the lease term.

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 renewable periods.

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

Recognition of rental income commences when control of the facility has been transferred to the tenant.

Recognition of rental income commences when the asset is ready for its intended use.

Additionally, 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.

The Company subleases these ground leases back to its tenants, who are responsible for payment directly to the landlord.

The Company may periodically loan funds to casino owner-operators for the purchase of gaming related real estate.

The Company may periodically loan funds to casino owner-operators for the purchase or development of gaming related real estate.

Interest income related to real estate loans is recorded as revenue from real estate within the Company's consolidated statements of income in the period earned.

Allowance for Credit Losses

The Company follows ASC 326 “Credit Losses” (“ASC 326”), which requires that the Company measure and record current expected credit losses (“CECL”), the scope of which includes our Investments in leases - financing receivables, net, Investment in leases, sales type, net, as well as real estate loans.

The Company follows ASC 326, which requires that the Company measure and record current expected credit losses (“CECL”), the scope of which includes our Investments in leases - financing receivables, net, Investment in leases, sales type, net, as well as real estate loans.

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

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

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.

Our tenants and borrowers are current on all of their obligations as of December 31, 2025 and December 31, 2024.

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

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

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

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See Note 13 for further information related to stock-based compensation.

The Company's TRS were 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 occured within its TRS are subject to federal and state income taxes.

The Company accounts for income taxes in accordance with ASC 740 - Income Taxes ("ASC 740").

Under ASC 740, deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and are measured at the prevailing enacted tax rates that will be in effect when these differences are settled or realized.

ASC 740 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The realizability of the deferred tax assets is evaluated by assessing the valuation allowance and by adjusting the amount of the allowance, if any, as necessary.

The factors used to assess the likelihood of realization are the forecast of future taxable income.

ASC 740 also creates a single model to address uncertainty in tax positions, and clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in an enterprise's financial statements.

It also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition.

The Company did not have any uncertain tax positions for the three years ended December 31, 2024.

The Company is required under ASC 740 to disclose its accounting policy for classifying interest and penalties, the amount of interest and penalties charged to expense each period, as well as the cumulative amounts recorded in the Consolidated Balance Sheets.

If and when they occur, the Company will classify any income tax-related penalties and interest accrued related to unrecognized tax benefits in taxes on income within the Consolidated Statements of Income.

During the years ended December 31, 2024, 2023 and 2022, the Company recognized no penalties and interest, net of deferred income taxes.

The Company continues to be organized and to operate in a manner that will permit the Company to qualify as a REIT.

The Company continues to be organized and operate in a manner that will permit it to qualify as a REIT.

To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of its annual REIT taxable income to shareholders.

As a REIT, the Company generally will not be subject to federal, state, or local income tax on income that it distributes as dividends to its shareholders, except in those jurisdictions that do not allow a deduction for such distributions.

During the years ended December 31, 2025, 2024, and 2023, the Company’s subsidiary is subject to local taxes in jurisdictions that impose net income or earnings taxes.

If the Company fails to qualify as a REIT in any taxable year, it will be subject to U.S.

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

The Company's TRS engaged in activities that generated income that would not qualify as REIT income.

As a result, certain activities of the Company that occurred within its TRS are subject to federal and state income taxes.

The Company accounts for income taxes in accordance with ASC 740 - Income Taxes ("ASC 740").

Due to the Company’s status as a REIT, and the minimal amount of activity conducted by the Company’s TRS, the Company has not realized any deferred tax assets or liabilities on its balance sheet, nor has it had any uncertain tax positions, or related penalties and interest for the three years ended December 31, 2025.

Earnings Per Share

The Company calculates earnings per share ("EPS") in accordance with ASC 260 - Earnings Per Share .

Basic EPS is computed by dividing net income applicable to common shareholders by the weighted-average number of common shares outstanding during the period, excluding net income attributable to participating securities (unvested restricted stock awards).

Diluted EPS reflects the additional dilution for all potentially-dilutive securities such as stock options, unvested restricted shares, unvested performance-based restricted shares and the dilutive effect of the Company's forward sale agreement as described in Note 16.

The effect of the conversion of the Operating Partnership ("OP") units to common shares is excluded from the computation of basic and diluted earnings per share because all net income attributable to the Noncontrolling interest holders are recorded as income attributable to non-controlling interests, thus it is excluded from net income available to common shareholders.

See Note 15 for further details on the Company's earnings per share calculations.

The Company calculates earnings per share ("EPS") in accordance with ASC 260 - Earnings per Share ("ASC 260" ) .

Basic EPS is computed by dividing net income applicable to common stock by the weighted-average number of common shares outstanding during the period, excluding net income attributable to participating securities in accordance with the two class method.

The Company's participating securities are related to certain employee equity awards that receive non-forfeitable dividends.

Specifically, time based restricted stock awards receive non-forfeitable dividends equivalent to what common shareholders receive during these awards vesting periods.

Diluted EPS for the Company's common stock is computed using the more dilutive of the two-class method or the treasury stock method.

Diluted EPS reflects the additional dilution for all potentially-dilutive securities.

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

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

Segment Information

The Company's operations consist solely of investments in real estate for which all such real estate properties are similar to one another in that they consist of destination and leisure properties and related offerings, whose tenants offer casino gaming, hotel, convention, dining, entertainment and retail amenities, have similar economic characteristics and are governed by triple-net operating leases.

The Company's operations consist solely of investments in real estate for which all such real estate properties and investments are similar to one another in that they consist of destination and leisure properties and related offerings, whose tenants offer casino gaming, hotel, convention, dining, entertainment and retail amenities, have similar economic characteristics and are governed by triple-net operating leases.

As such, the Company has one reportable segment.

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Additionally, concentrations of credit risk may arise when revenues of the Company are derived from a small number of tenants.

As of December 31, 2024, substantially all of the Company's real estate properties were leased to PENN, Cordish, Caesars, Bally's an d Boyd.

During the year ended December 31, 2024, approximately 61%, 11%, 11%, 8% and 8% of the Company's collective income from real estate was derived from tenant leases with PENN, Cordish, Bally's (including Casino Queen), Caesars and Boyd, respectively.

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

During the year ended December 31, 2025, approximately 59.1%, 12.7%, 10.1%, 7.7% and 6.7% of the Company's collective income from real estate was derived from tenant leases with PENN, Bally's, Cordish, Caesars and Boyd, respectively.

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

Other than the Company's tenant concentration, management believes the Company's portfolio was reasonably diversified by geographical location and did not contain any other significant concentrations of credit risk.

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In November 2024, the FASB issued ASU 2024-03, "Disaggregation of Income Statement Expenses" will require all public business entities to disclose in the notes to their financial statements the following items;

disclose the amounts of purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depreciation, depletion, and amortization recognized as part of oil-and gas-producing activities included in each relevant expense caption.

the amounts of purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depreciation, depletion, and amortization recognized as part of oil-and gas-producing activities included in each relevant expense caption.

A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains any of the expense categories listed here.

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The standard is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027 with early adoption permitted.

The Company is evaluating the impact this statement will have on the Company's financial statement disclosures.

In November 2023, the FASB issued ASU 2023-07, "Segment Reporting" - Improvements to Reportable Segment Disclosures." ASU 2023-07 improves disclosure about a public entity's reportable segments and addresses requests from investors for additional, more detailed information about a reportable segment's expenses.

The provisions in this amendment are applicable to all public entities, even those with a single reportable segment.

The standard is effective for fiscal years beginning after December 15, 2023, with early adoption permitted.

The adoption of ASU 2023-07 did not have a material impact on the Company's financial statements and disclosures.

Real Estate Investments

The Company is evaluating the impact this standard will have on the Company's financial statement disclosures but will be required to report employee compensation separately in the notes to its financial statements.

Real Estate Investments, Net

Real estate investments, net, represent investments in rental properties and the corporate headquarters building (excluding our investments in transactions accounted for as real estate loans, investment in leases, financing receivables and investment in leases, sales-type that are described in Notes 5 and 7, respectively) and is summarized as follows:

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Real estate investments, net $ 8,474,261 $ 8,148,719

The Land and improvements change from year end represents the acquisition of the land for the Bally's development project in Chicago, Illinois which is partially offset by the reclassification of the Tropicana Las Vegas Lease to a sales type lease from an operating lease due to the reconsideration event from the change in rent terms for the demolition funding provided by GLPI.

The Company also acquired certain real estate assets of Bally's Kansas City and Bally's Shreveport in 2024.

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

The increase in buildings and improvements relates to the hotel and landside development project for The Belle, along with $ 130 million funded to PENN for the relocation of the Joliet casino, and $ 150 million funded to PENN for the M Resort hotel tower.

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

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As discussed in Note 1, the Company entered into the Rockford Loan during the year ended December 31, 2023 and the entire $ 150 million commitment was drawn as of December 31, 2025.

The Rockford Loan has a 10 % interest rate and a maximum outstanding period of up to 6 years ( 5-year initial term with a 1-year extension).

The Company also entered into the Ione Loan for up to $ 110.0 million, of which $ 15.1 million was drawn as of December 31, 2024.

The Rockford Loan had a 10 % interest rate and a maximum outstanding period of up to 6 years ( 5-year initial term with a 1-year extension).

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 also entered into the Ione Loan for up to $ 110.0 million, of which $ 56.6 million and $ 15.1 million was drawn as of December 31, 2025 and December 31, 2024, respectively .

Finally, the Company entered into the Dry Creek Loan on December 4, 2025, and $ 45.3 million was drawn as of December 31, 2025.

The term loan B was issued at an original issue discount of 3% and bears interest at SOFR plus 900 basis points, subject to a SOFR floor of 1%.

Each term loan has a maturity of 6 years.

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

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Real estate loans (1)

$ 250,515 $ 165,160

Allowance for credit losses ( 2,516 ) ( 4,570 )

Real estate loans, net $ 247,999 $ 160,590

(1) Includes an unearned discount of $1.4 million as of December 31, 2025.

The change in the allowance for credit losses for the Company's Real estate loans is shown below (in thousands):

Rockford Loan Ione Loan Total

Rockford Loan Ione Loan Dry Creek Loan Total

Balance at December 31, 2023

$ ( 964 ) $ — $ — $ ( 964 )

Change in allowance ( 3,523 ) ( 83 ) — ( 3,606 )

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$ ( 1,279 ) $ ( 399 ) $ ( 838 ) $ ( 2,516 )

The amortized cost basis of the Company's real estate loans, financing receivables by year of origination is shown below as of December 31, 2025 (in thousands):

Origination year Real estate loans Allowance for credit losses Amortized cost basis at December 31, 2025

Allowance as a percentage of outstanding real estate loans

2025 $ 43,911 $ ( 838 ) $ 43,073 ( 1.91 ) %

2024 $ 56,604 $ ( 399 ) $ 56,205 ( 0.70 ) %

2023 $ 150,000 $ ( 1,279 ) $ 148,721 ( 0.85 ) %

Total $ 250,515 $ ( 2,516 ) $ 247,999 ( 1.00 ) %

The real estate loans are subject to CECL, which is described in Note 7.

The Company recorded a provision for credit losses of $ 3.6 million and $ 1.0 million for the year ended December 31, 2024 and December 31, 2023, respectively on the Company's real estate loans.

Additionally, the Company recorded a benefit of $ 2.1 million and a provision of $ 2.6 million for the year ended December 31, 2024 and December 31, 2023 on unfunded loan commitments.

The Company recorded a benefit of $ 2.1 million and a provision of $ 3.6 million to the allowance for credit losses for the year ended December 31, 2025 and December 31, 2024, respectively on the Company's real estate loans.

Additionally, the Company recorded a provision of $ 16.3 million and a benefit of $ 2.1 million for the year ended December 31, 2025 and December 31, 2024, respectively, on unfunded loan commitments.

The reserve for the unfunded loan commitment is recorded in other liabilities on the Consolidated Balance Sheets and totaled $ 16.8 million and $ 0.5 million at December 31, 2025 and December 31, 2024, respectively.

The Company's borrowers are current on their loan obligation as of December 31, 2024.

The increase in unfunded loan commitment reserves is the establishment of reserves on the Virginia Live!

development project.

The Company's borrowers are current on their loan obligations as of December 31, 2025.

The Company accounts for its acquisitions of real estate assets as asset acquisitions under ASC 805 - Business Combinations .

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Current year acquisitions

As discussed in Note 1, the Company completed the purchase of the real property assets of Sunland Park for $ 183.75 million which were added to the Strategic Gaming Lease.

The transaction was accounted for as a failed sale leaseback

and as such the purchase price, along with incremental transaction costs, was allocated to Investment in leases, financing receivables in the amount of $184.1 million.

Prior year acquisitions

As discussed in Note 1, 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 and the properties were leased back to Bally's subject to the terms of the Bally's Master Lease II.

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The transaction was accounted for as a failed sale leaseback and as such the purchase price, along with incremental transaction costs, was allocated to Investment in leases, financing receivables in the amount of $176.4 million.

Prior year acquisitions

On January 3, 2023, the Company closed its previously announced acquisition from Bally's of the land and real estate assets of Bally's Biloxi and Bally's Tiverton.

The properties were added to the Bally's Master Lease and annual rent was increased by $ 48.5 million.

The purchase price allocation of these assets based on their fair values at the acquisition date are summarized below (in thousands).

Land and improvements $ 321,155

Building and improvements 306,100

Total purchase price $ 627,255

At closing, the Company was credited its previously funded $ 200 million deposit as well as a $9.0 million transaction fee that was recorded against the purchase price.

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 annual 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.

On August 29, 2023, the Company acquired the land associated with a development project in Rockford, IL from an affiliate of 815 Entertainment, LLC.

The facility opened in late August 2024 and is managed by Hard Rock.

Simultaneously with the land acquisition, GLPI entered into the Rockford Lease.

The transaction was accounted for as a failed sale leaseback and as such the purchase price was allocated to Investment in leases, financing receivables in the amount of $ 100.2 million.

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

The property was added to the Third Amended and Restated Casino Queen Master Lease and annual rent was increased by $ 2.7 million.

The purchase price allocation of these assets based on their fair values at the acquisition date are summarized below (in thousands).

Land and improvements $ 32,032

Building and improvements 690

Total purchase price $ 32,722

Investment in leases, net

Certain of the Company's leases are recorded as an Investment in leases, financing receivables, net, as the sale lease back transactions were accounted for as failed sale leasebacks due to the leases significant initial lease terms.

Additionally, as described in Note 1, the Company reassessed the Tropicana Las Vegas Lease during 2024 which results in the lease being classified as a sales type lease.

Additionally, as described in Note 1, the Company reassessed the Tropicana Las Vegas Lease during 2024 which resulted in the lease being classified as a sales type lease.

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

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The present value of the net investment in the lease payment receivable and unguaranteed residual value at December 31, 2025 was $ 2,477.1 million and $ 102.6 million compared to $ 2,290.0 million and $ 77.1 million at December 31, 2024 for the Company's Investment in leases, financing receivables.

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

The present value of the net investment in lease payment receivable and unguaranteed residual value at December 31, 2025 was $ 255.3 million and $ 23.2 million for the Company's Investment in leases, sales type compared to $ 256.7 million and $ 21.8 million at December 31, 2024.

At December 31, 2025, minimum lease payments owed to us for each of the five succeeding years under the Company's financing receivables were as follows (in thousands):

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2022 722,488 ( 11,935 ) 710,553 ( 1.65 ) %

2021 1,268,425 ( 2,589 ) 1,265,836 ( 0.20 ) %

Total $ 2,579,637 $ ( 22,133 ) $ 2,557,504 ( 0.86 ) %

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During the year ended December 31, 2025, the Company recorded a provision for credit losses, net of $ 8.7 million.

This was primarily due to the initial establishment of reserves on the Tropicana Las Vegas Lease which was determined based on the underlying credit quality of the tenant, a decline in the estimated real estate values underlying the Company's Investment in leases, financing receivables and, to a lesser extent, the Company's real estate loans and loan commitments.

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

As discussed in Note 5, the Company established a $ 16.3 million provision for loan commitments primarily related to the Virginia Live!

development project.

This was partially offset by net benefits of $5.5 million on our investment in leases and $ 2.1 million on real estate loans.

During the year ended December 31, 2024, the Company recorded a provision for credit losses, net of $ 37.3 million.

The primary reason for the current year provision was related to the Rockford Lease and the Rockford Loan and related loan commitment (See Note 5 for further discussion).

in leases, financing receivables and, to a lesser extent, the Company's real estate loans and loan commitments.

The reason for differences in the allowance as a percentage of outstanding financing receivable for leases originated in each calendar year in the table above depends on various factors for the leases such as expected rent coverage ratios and loan to value ratios.

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

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

Lease Assets and Lease Liabilities

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Under ASC 842, the Company is required to gross-up its consolidated financial statements for these ground leases as the Company is considered the primary obligor.

In conjunction with the adoption of ASU 2016-02 on January 1, 2019, the Company recorded right-of-use assets and

related lease liabilities on its Consolidated Balance Sheet to represent its rights to use the underlying leased assets and its future lease obligations, respectively, including for those ground leases paid directly by our tenants.

In conjunction with the adoption of ASU 2016-02 on January 1, 2019, the Company recorded right-of-use assets and related lease liabilities on its Consolidated Balance Sheet to represent its rights to use the underlying leased assets and its future lease obligations, respectively, including for those ground leases paid directly by our tenants.

Because the right-of-use asset relates, in part, to the same leases which resulted in the land right assets the Company recorded on its Consolidated Balance Sheet in conjunction with the Company's assumption of below market leases at the time it acquired the related land and building assets, the Company is required to report the right-of-use assets and land rights in the aggregate on the Consolidated Balance Sheet.

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Right-of-use assets - operating leases $ 242,053 $ 244,594

$ 244,594 $ 196,254

Land rights, net 830,110 847,189

Right-of-use assets and land rights, net $ 1,072,163 $ 1,091,783

(1) During the year ended December 31, 2024, the Company acquired certain ground leases that were accounted for as operating leases which totaled $49.4 million.

During the year ended December 31, 2023, the Company acquired certain real estate assets at the Belle at Baton Rouge and the previously recorded right-of-use assets and related accumulated amortization associated with the ground leases at this property totaling $0.4 million were written off.

The land rights are amortized over the individual lease term of the related ground lease, including all renewal options, which ranged from 10 years to 92 years at their respective acquisition dates.

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Land rights $ 948,303 $ 948,303

$ 948,303 $ 727,114

Less accumulated amortization ( 118,193 ) ( 101,114 )

( 101,114 ) ( 87,844 )

Land rights, net $ 830,110 $ 847,189

(2) During the year ended December 31, 2024, the Company recorded land rights of $221.2 million in connection with its acquisition of the real estate assets of Bally's Kansas City and Bally's Shreveport.

During the year ended December 31, 2023, the Company acquired certain real estate assets at the Belle at Baton Rouge and the previously recorded land rights and related accumulated amortization associated with the ground leases at this property totaling $0.7 million were written off.

As of December 31, 2025, estimated future amortization expense related to the Company’s land rights by fiscal year is as follows (in thousands):

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Real Estate Loans, net

The fair value of the real estate loans approximates the gross carrying value of the Company's real estate loans, as

collection on the outstanding loan balance is reasonably assured and the loan was recently originated on market based terms.

The Company estimates the fair value of its fixed-rate loan portfolio for disclosure purposes using a discounted cash flow methodology.

Fair value is estimated by discounting the loans’ remaining contractual cash flows using current market rates as of the measurement date for loans with similar credit characteristics and remaining terms.

As a result, the estimated fair value is primarily driven by movements in market interest rates since origination, along with the remaining maturity and payment structure of the loans.

The Company's variable-rate loans reprice to market at regular intervals and therefore the Company believes the carrying amount approximates its fair value.

The fair value measurement of the real estate loans is considered a Level 3 measurement as defined in ASC 820.

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Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

There were no assets or liabilities measured at fair value on a nonrecurring basis during the years ended December 31, 2025 and 2024 other than what was described below.

As discussed in Note 1, during the year ended December 31, 2024, the Company amended the Tropicana Las Vegas Lease due to a change in rent terms resulting from funding certain demolition costs at the site for Bally's.

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This report utilized a combination of comparable land sales for its market based valuation approach as well as rent multiple capitalization rates for its income valuation approach to determine an estimated fair value which resulted in a $3.8 million gain.

There were no other assets or liabilities measured at fair value on a nonrecurring basis during the years ended December 31, 2024 and 2023.

Long-term Debt

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Term Loan Credit Facility due September 2027 600,000 600,000

$ 400 million 3.350 % senior unsecured notes due September 2024

$ 850 million 5.250 % senior unsecured notes due June 2025

850,000 850,000

$ 975 million 5.375 % senior unsecured notes due April 2026

975,000 975,000

$ 500 million 5.750 % senior unsecured notes due June 2028

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800,000 800,000

$ 600 million 5.250 % senior unsecured notes due February 2033

$ 400 million 6.750 % senior unsecured notes due December 2033

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$ 800 million 5.625 % senior unsecured notes due September 2034

800,000 800,000

$ 700 million 5.750 % senior unsecured notes due November 2037

$ 400 million 6.250 % senior unsecured notes due September 2054

400,000 400,000

Other 140 277

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The following is a schedule of future minimum repayments of long-term debt as of December 31, 2025 (in thousands):

2025 $ 850,163

Over 5 years 4,400,000

Total minimum payments $ 7,281,764

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.

In addition, the Second Amended Credit Agreement 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").

Senior Unsecured Amended Credit Agreement

The Company has an 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, 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.

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 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 the 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 except with respect to the Amended Bridge Revolving Facility.

GLP Capital is not required to repay any loans under the 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 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 Second Amended Credit Facility at December 31, 2024 was 5.67%.

The weighted average interest rate under the Amended Credit A greement 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 the Term Loan Credit Agreement with 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 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

The interest rates per annum applicable to loans under the Term Loan Credit Facility are, at GLP Capital's option, equal to either a Secured Overnight Financing Rate ("SOFR") based rate or a base rate plus an applicable margin, which ranges from 0.85 % to 1.7 % per annum for SOFR loans and 0.0 % to 0.7 % per annum for base rate loans, in each case, depending on the credit ratings assigned to the Term Loan Credit Facility.

The interest rates per annum applicable to loans under the Term Loan Credit Facility are, at GLP Capital's option, equal to either a SOFR based rate or a base rate plus an applicable margin, which ranges from 0.85 % to 1.7 % per annum for SOFR loans and 0.0 % to 0.7 % per annum for base rate loans, in each case, depending on the credit ratings assigned to the Term Loan Credit Facility.

The current applicable margin is 1.30 % for SOFR loans and 0.30 % for base rate loans.

In addition, GLP Capital will pay a commitment fee on the unused commitments under the Term Loan Credit

Facility at a rate that ranges from 0.125 % to 0.3 % per annum, depending on the credit ratings assigned to the Credit Facility from time to time.

In addition, GLP Capital will pay a commitment fee on the unused commitments under the Term Loan Credit Facility at a rate that ranges from

0.125 % to 0.3 % per annum, depending on the credit ratings assigned to the Credit Agreement from time to time.

The current commitment fee rate is 0.25 %.

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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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Senior Unsecured Notes

At December 31, 2024, the Company had $ 6,875.0 million of outstanding senior unsecured notes (the "Senior Notes").

At December 31, 2025, the Company had $ 6,350.0 million of outstanding Senior Notes.

During the year ended December 31, 2025, the Company redeemed its $ 850 million, 5.250 % senior unsecured notes due June 2025, and its $ 975 million, 5.375 % senior unsecured notes due April 2026.

In August 2025, the Company issued $ 600 million aggregate principal amount of the February 2033 Notes at a price of 99.642 % of the principal amount, and issued $ 700 million aggregate principal amount of the November 2037 Notes at a price of 99.187 % of the principal amount.

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

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

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

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

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.

GLPI 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.

The Senior Notes also are subject to mandatory redemption requirements imposed by gaming laws and regulations.

The Senior Notes were issued by GLP Capital and GLP Financing II, Inc.

(the "Issuers"), two consolidated subsidiaries of GLPI, and are guaranteed on a senior unsecured basis by GLPI.

The Senior Notes were issued by the Issuers, two consolidated subsidiaries of GLPI, and are guaranteed on a senior unsecured basis by GLPI.

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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Funding commitments

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

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

The funding commitment expires on January 1, 2026.

As of December 31, 2024, Penn has not yet requested any funding from the Company for these projects.

See Note 1 for a discussion on the potential future funding commitments the Company may have in connection with the possible future transaction with Bally's and the Athletics at the Tropicana Site.

Additionally, the Company has agreed to fund construction hard costs for Bally's Chicago of up to $ 940.0 million (of which none has been funded as of December 31, 2024) at an 8.5 % initial cash yield.

As discussed in Note 1, the Company has also committed to provide up to $ 110 million (of which $ 15.1 million was funded as of December 31, 2024) of development funding via the Ione Loan.

Any borrowings under the Ione Loan will be subject to an interest rate of 11 %.

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

The Company has 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.

The Company 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.

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

Finally, on February 3, 2025, the Company agreed to fund, if requested by PENN at their sole discretion, on or before March 1, 2029, construction improvements for the benefit of Ameristar Casino Council Bluffs in an amount not to exceed the greater of (i) the hard costs associated with the project and (ii) $ 150.0 million.

The financing is being offered at a 7.10 % capitalization rate.

PENN shall be entitled, in its sole discretion, to structure such financing as rent or as a 5 year term loan that is pre-payable at any time without penalty.

GLPI will own the entire land-based development regardless of the financing option selected by PENN.

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

These are detailed in the table below.

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.

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

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.

Employee Benefit Plans

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The plan enables participating employees to defer a portion of their salary and/or their annual bonus in a retirement fund to be administered by the Company.

Prior to January 1, 2023, the Company made a discretionary match contribution of 50 % of employees' elective salary deferrals, up to a maximum of 6 % of eligible employee compensation.

On January 1, 2023, the Company amended its defined contribution plan to be a Non-elective Safe Harbor Plan as defined by the Internal Revenue Code.

Commencing January 1, 2023, the Company makes safe harbor non-elective contributions equal to 3% of each participant's compensation and such contributions are fully vested and non-forfeitable at all times.

The Company makes safe harbor non-elective contributions equal to 3 % of each participant's compensation and such contributions are fully vested and non-forfeitable at all times.

The matching contributions for the defined contribution plan were $ 0.1 million for the years ended December 31, 2025, 2024 and 2023.

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Revenues from Real Estate

As of December 31, 2024, 14 of the Company’s real estate investment properties were leased to a subsidiary of PENN under the Amended PENN Master Lease, 7 of the Company's real estate investment properties were leased to a subsidiary under the PENN 2023 Master Lease, an additional 12 of the Company's real estate investment properties were leased to a subsidiary of PENN under the Amended Pinnacle Master Lease, 5 of the Company's real estate investment properties were leased to a subsidiary of Caesars under the Third Amended and Restated Caesars Master Lease, 3 of the Company's real estate investment properties were leased to a subsidiary of Boyd under the Boyd Master Lease, 8 of the Company's real estate investment properties were leased to a subsidiary of Bally's under the Bally's Master Lease, 2 of the Company's real estate investment properties were leased to a subsidiary of Bally's under Bally's Master Lease II, 2 of the Company's real estate investment properties were leased to a subsidiary of Cordish under the Pennsylvania Live!

Master Lease, 4 of the Company's real estate properties were leased to a subsidiary of Bally's under the Third Amended and Restated Casino Queen Master Lease and 3 of the Company's real estate investment properties were leased to subsidiaries of Strategic under the Strategic Gaming Leases.

As of December 31, 2025, 14 of the Company’s real estate investment properties were leased to a subsidiary of PENN under the Amended PENN Master Lease, 7 of the Company's real estate investment properties were leased to a subsidiary under the PENN 2023 Master Lease, an additional 12 of the Company's real estate investment properties were leased to a subsidiary of PENN under the Amended Pinnacle Master Lease, 5 of the Company's real estate investment properties were leased to a subsidiary of Caesars under the Amended and Restated Caesars Master Lease, 3 of the Company's real estate investment properties were leased to a subsidiary of Boyd under the Boyd Master Lease, 8 of the Company's real estate investment properties were leased to a subsidiary of Bally's under the Bally's Master Lease, 4 of the Company's real estate investment properties were leased to a subsidiary of Bally's under Bally's Master Lease II, 2 of the Company's real estate investment properties were leased to a subsidiary of Cordish under the Pennsylvania Live!

Master Lease, 2 of the Company's real estate properties were leased to a subsidiary of Bally's under the Casino Queen Master Lease and 4 of the Company's real estate investment properties were leased to subsidiaries of Strategic under the Strategic Gaming Leases.

Additionally, the land under PENN's Hollywood Casino Morgantown is subject to the Morgantown Lease.

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Lease, American Racing under the Tioga Downs Lease, 815 Entertainment under the Rockford Lease and a facility under development for Bally's in Chicago, Illinois.

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

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

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

The obligations under the Boyd Master Lease, the Maryland Live!

Lease, the Pennsylvania Live!

Lease and the Rockford Lease are jointly and severally guaranteed by the subsidiaries that occupy and operate the facilities.

Rent under the PENN 2023 Master Lease is fixed with annual escalations on the entirety of rent increasing by 1.5% annually on November 1.

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

On December 18, 2020 and November 13, 2023, amendments became effective to the Amended and Restated Caesars Master Lease and Second Amended and Restated Master Lease, respectively, as described more fully in Note 1.

These modifications were each accounted for as a new lease which the Company concluded continued to meet the criteria for operating lease treatment.

As a result, the existing deferred revenue at the time of the amendments are being recognized over the Amended and Restated Caesars Master Lease's new initial lease term, which expires in September 2038.

The Company concluded the renewal options of up to an additional 20 years at the tenant's option are not reasonably certain of being exercised as failure to renew would not result in a significant penalty to the tenant.

In the fifth and sixth lease years the building base rent escalates at 1.25 %.

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

In addition, the guaranteed fixed escalations in the new initial lease term are recognized on a straight-line basis.

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

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

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

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

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

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

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

The Horseshoe St.

Louis Lease's rent terms were adjusted on December 1, 2021 such that the annual escalator is now fixed 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.

The Morgantown Lease became effective on October 1, 2020 whereby the Company is leasing the land under PENN's

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

Hollywood Casino Morgantown opened on December 22, 2021.

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

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

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

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

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

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

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

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

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

As previously discussed the Company assumed the ground lease for the Chicago land for approximately $ 250 million and entered into the Bally's Chicago Land Lease.

The lease is cross-defaulted with the construction development funding agreement.

Upon completion of the improvements and acquisition of the land, GLPI expects to own substantially all of the real estate land and funded 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 complete and ready for its intended use.

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

On December 29, 2021, the Maryland Live!

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

The Pennsylvania Live!

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

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

See Note 3 for the further information including the future annual cash payments to be received under these leases.

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

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

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

As discussed in Note 1, in late August 2024, the Tropicana Las Vegas Lease was reconsidered due to a change in rent terms which resulted in the lease being accounted for as a sales type lease.

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

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

The Rockford Lease was accounted for as an Investment in leases, financing receivables.

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

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

The Tioga Downs Lease was accounted for as an Investment in leases, financing receivables.

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

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

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

The Strategic Gaming Leases were accounted for as Investment in leases, financing receivables.

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

These clauses provide landlord protections by basing the percentage rent floor for any affected facility on the net revenues of such facility for the calendar year immediately preceding the year in which the competing facility is acquired or first operated by the tenant.

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

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

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

Under ASC 842, the Company is required at lease inception (and if applicable at a lease reassessment date) to determine the term of the lease.

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

Since the formation of the Company on November 1, 2013, the Company has amended or reassessed seven of its current leases.

Since the formation of the Company on November 1, 2013, the Company has amended or reassessed many of its current leases.

All of these reassessments were the result of significant lease amendments and were completed during the initial lease terms and prior to any renewal options.

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Ground rent in revenue 38,582

Accretion on financing receivables 28,966

Accretion on leases 28,356

Total income from real estate $ 1,594,752

(1) Building base rent is subject to the annual rent escalators described above.

As of December 31, 2025, the future minimum rental income from the Company's rental properties under non-cancelable operating leases, including any reasonably assured renewal periods, was as follows (in thousands):

13 unchanged sentences

For further details on these tenant paid ground leases, refer to Note 8.

The Company may periodically loan funds to casino owner-operators for the purchase of real estate.

The Company may periodically loan funds to casino owner-operators for the purchase or development of real estate.

Interest income related to real estate loans is recorded as revenue from real estate within the Company's Consolidated Statements of Income in the period earned.

13 unchanged sentences

Released ( 247,814 ) $ 31.44

Canceled ( 600 ) $ 50.15

Outstanding at December 31, 2024 284,843 $ 50.10

16 unchanged sentences

Released ( 488,500 ) $ 30.60

Canceled ( 131,500 ) $ 30.49

Outstanding at December 31, 2025 1,162,000 $ 29.88

As of December 31, 2025, there was $ 0.5 million of total unrecognized compensation cost for time based LTIP awards that will be recognized over the grants' remaining weighted average vesting period of 2.01 years.

For the years ended December 31, 2025, the Company recognized an expense of $ 2.9 million of compensation associated with these awards within general and administrative expenses on the consolidated statements of income and noncontrolling interests on the Company's consolidated balance sheet.

The following table contains information on time based LTIP award activity for the years ended December 31, 2025:

Number of Time Based LTIP Awards Weighted Average Grant-Date Fair Value

Outstanding at December 31, 2024 — $ —

Granted 85,000 $ 48.16

Released — $ —

Canceled ( 15,000 ) $ 48.16

Outstanding at December 31, 2025 70,000 $ 48.16

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

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

As of December 31, 2025, there was $ 5.1 million of total unrecognized compensation cost, which will be recognized over the performance-based LTIP awards' remaining weighted average vesting period of 2.01 years.

For the years ended December 31, 2025, the Company recognized $ 2.5 million of compensation expense associated with these awards within general and administrative expenses on the consolidated statements of income and noncontrolling interests on the Company's consolidated balance sheet.

The following table contains information on performance-based LTIP award activity for the years ended December 31, 2025:

Number of Performance- Based LTIP Awards Weighted Average Grant-Date Fair Value

Outstanding at December 31, 2024 — $ —

Granted 340,000 $ 27.06

Released — $ —

Canceled ( 60,000 ) $ 27.06

Outstanding at December 31, 2025 280,000 $ 27.06

The Company elected on its U.S.

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Antidilutive securities excluded from the computation of diluted earnings per share 24 25 103

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

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

(1) During the year ended December 31, 2025, these awards which are participating securities were accounted for under the two class method and excluded from diluted shares as they are a separate class.

On May 2, 2025, the Company entered into its $1.25 billion 2025 ATM Program.

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

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

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The Company expects, that if it enters into a forward sale contract, to physically settle each forward sale agreement with the forward purchaser on one or more dates specified by the Company prior to the maturity date of that particular forward sale agreement, in which case the aggregate net cash proceeds at settlement will equal the number of shares underlying the particular forward sale agreement multiplied by the relevant forward sale price.

However, the Company may also elect to cash settle or net share settle a particular forward sale agreement, in which case proceeds may or may not be received or cash may be owed to the forward purchaser.

In connection with the 2022 ATM Program, the Company engaged a sales agent who may receive compensation of up to 2% of the gross sales price of the shares sold.

However, the Company may also elect to cash settle or net share settle a particular forward sale agreement, in which case cash proceeds may or may not be received or cash may be owed to the forward purchaser.

In connection with the 2025 ATM Program, the Company would engage a sales agent who may receive compensation of up to 2 % of the gross sales price of the shares sold.

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

During the year ended December 31, 2024 and 2023, the Company sold $ 3.1 million and 8.5 million shares of its common stock under the 2022 ATM Program which raised net proceeds of $ 148.2 million and $ 404.7 million, respectively.

During the year ended December 31, 2024, the Company entered into forward sale agreements to sell 8,170,387 shares for net sales price of $ 409.3 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.

Reflecting the impact of these forward sale agreements, the Company had $ 34.2 million remaining for issuance under the 2022 ATM Program at December 31, 2024.

The forward sale agreements require the Company to, at its election prior to one year from the commencement of each forward sale agreement, physically settle the transactions by issuing shares of its common stock to the forward counterparty in exchange for net proceeds at the then applicable forward sale price specified by the forward sale agreements.

The forward sale price is subject to adjustment on a daily basis based on a floating interest rate factor and will decrease by other specified fixed amounts.

Until settlement of the forward sale agreements (which contractually matures in the third quarter of 2025 but may be settled prior to this time period at the Company's election), earnings per share dilution resulting from the forward sale agreements will be determined under the treasury stock method.

During the year ended December 31, 2025, the Company sold 7,589,487 shares of common stock under forward sale agreements, that will raise gross proceeds of $363.3 million subject to certain contractual adjustments.

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

Until settlement of the forward sale agreements, earnings per share dilution resulting from the forward sale agreements will be determined under the treasury stock method.

Share dilution occurs when the average market price of the Company's common stock is higher than the average forward sales price (which is reduced by the maximum specified fixed amounts in the contracts).

On August 14, 2019, the Company commenced a continuous equity offering under which the Company may sell up to an aggregate of $ 600 million of its common stock from time to time through a sales agent in "at the market" offerings (the "2019 ATM Program").

In August 2022, the Company entered into a forward sale agreement under the Company's 2019 ATM program that was settled in February 2023 which resulted in the issuance of 1,284,556 common shares and net proceeds of $ 64.6 million.

During the year ended December 31, 2022, GLPI sold 5,206,499 of its common stock at an average price of $ 50.32 per share under the 2019 ATM Program, which generated net proceeds of approximately $ 260.8 million.

In November 2022, the Company exhausted the capacity under its 2019 ATM Program..

On July 1, 2022, the Company issued 7,935,000 shares of its common stock, generating net proceeds of approximately

$ 350.8 million.

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

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

On June 2, 2025, the Company settled a forward sale agreement and issued 8,170,387 shares for a net

sales price of $ 404.0 million inclusive of certain contractual adjustments.

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

Noncontrolling Interests

1 unchanged sentence

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

On December 16, 2024, the Company's operating partnership issued 137,309 newly issued OP Units valued at $ 6.8 million to affiliates of Bally's as partial consideration for the closing of the real property assets under Bally's Master Lease II.

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

As partial consideration for the closing of the real property assets under the Bally's Master Lease that occurred on January 3, 2023, the Company's operating partnership issued 286,643 newly-issued OP Units to affiliates of Bally's which were valued at $ 14.9 million.

In 2022, as partial consideration for the closing of the real property assets under the Pennsylvania Live!

Master Lease that occurred on March 1, 2022, the Company's operating partnership issued 3,017,909 newly-issued OP Units to affiliates of Cordish which were valued at $ 137.0 million.

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

As of December 31, 2025, the Company holds a 97.1 % controlling financial interest in the operating partnership.

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

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

The Company paid $ 24.6 million, $ 24.1 million and $ 20.7 million in distributions to the non-controlling interest holders concurrently with the dividends paid to

the Company's common shareholders, during the year ended December 31, 2024, December 31, 2023 and December 31, 2022 respectively.

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

The Company paid $ 25.8 million, $ 24.6 million and $ 24.1 million in distributions to the non-controlling interest holders concurrently with the dividends paid to the Company's common shareholders, during the year ended December 31, 2025, December 31, 2024 and December 31, 2023 respectively.

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.

Accumulated Other Comprehensive Income (Loss)

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

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

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

The following table lists the regular dividends declared and paid by the Company during the years ended December 31, 2025, 2024 and 2023:

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

February 22, 2023 March 10, 2023 Common Stock $ 0.25 First Quarter 2023 March 24, 2023 (1)

June 1, 2023 June 16, 2023 Common Stock $ 0.72 Second Quarter 2023 June 30, 2023 $ 189,095

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

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

1 unchanged sentence

February 22, 2023 March 10, 2023 Common Stock $ 0.72 First Quarter 2023 March 24, 2023 $ 188,896

May 9, 2022 June 10, 2022 Common Stock $ 0.705 Second Quarter 2022 June 24, 2022 $ 174,519

February 22, 2023 March 10, 2023 Common Stock $ 0.25 First Quarter 2023 March 24, 2023 (1)

June 1, 2023 June 16, 2023 Common Stock $ 0.72 Second Quarter 2023 June 30, 2023 $ 189,095

August 30, 2023 September 15, 2023 Common Stock $ 0.73 Third Quarter 2023 September 29, 2023 $ 192,085

11 unchanged sentences

Total distributions per common share $ 3.10 $ 3.04 $ 3.15

$ 3.04 $ 3.15 $ 2.85

Percentage classified as qualified dividends — % — % — %

5 unchanged sentences

100.00 % 100.00 % 100.00 %

(1) A portion of the $0.24 dividend declared on December 27, 2021 and paid on January 7, 2022 is treated as a 2022 distribution and a portion is treated as a 2021 distribution for federal income tax purposes.

Supplemental Disclosures of Cash Flow Information and Noncash Activities

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The Company also recognized a right of use asset and liability of $ 37.1 million on a ground lease which was subsequently remeasured due to a renegotiation and reduced the right of use asset and lease liability to $ 18.4 million for the year ended December 31, 2023.

On March 1, 2022, as part of the consideration for the real estate assets acquired pursuant to the Pennsylvania Live!

Master Lease, the Company issued 3,017,909 OP Units that were valued at $ 137.0 million and assumed debt of $ 422.9 million that was repaid after closing with the offsetting increase to Investment in leases, financing receivables, net.

Segment information

6 unchanged sentences

Subsequent Events

On February 12, 2025, Boyd exercised its first 5-year renewal option on both the Boyd Master Lease and the Belterra Park Lease.

As a result, both lease terms now expire on April 30, 2031.

On January 15, 2026, the Company acquired the land for the future site Virginia Live!

for $ 27 million which has a capitalization rate of 8.0 %.

On February 11, 2026, the Company exercised its call right for Bally's Lincoln and acquired the real estate assets for a purchase price of $ 700 million and additional rent of $ 56.0 million.

REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

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Hollywood Casino Lawrenceburg Lawrenceburg, IN $ — $ 15,251 $ 342,393 $ ( 30 ) $ 15,221 $ 342,393 $ 357,614 $ 224,587 1997/2009 11/1/2013 31

Hollywood Casino Aurora (1)

Aurora, IL — 4,937 98,378 8,337 13,656 97,996 111,652 94,704 1993/2002/ 2012 11/1/2013 3

Hollywood Casino Joliet (1)

Joliet, IL — 19,214 101,104 7,610 26,824 101,104 127,928 99,183 1992/2003/ 2010 11/1/2013 3

Hollywood Casino Aurora Aurora, IL — 4,937 98,378 8,385 13,656 98,044 111,700 101,562 1993/2002/ 2012 11/1/2013 6

Hollywood Casino Joliet Joliet, IL — 12,630 130,000 — 12,630 130,000 142,630 1,747 2025 8/11/2025 31

Argosy Casino Alton Alton, IL — — 6,462 — — 6,462 6,462 5,451 1991/1999 11/1/2013 31

43 unchanged sentences

Atlantic City, NJ — 166,974 392,923 ( 1,067 ) 165,907 392,923 558,830 91,436 1981 10/1/2018 31

Bally's Evansville Evansville, IN — 47,439 146,930 ( 194,369 ) — — — — 1995 10/1/2018 N/A

Tropicana Evansville Evansville, IN — 47,439 146,930 ( 194,369 ) — — — — 1995 10/1/2018 N/A

Bally's Evansville Evansville, IN — 120,473 153,130 — 120,473 153,130 273,603 23,014 1995 6/3/2021 31

3 unchanged sentences

Greenville, MS — — 21,680 — — 21,680 21,680 5,041 2012 10/1/2018 31

Belle of Baton Rouge

Baton Rouge, LA — 11,873 52,400 38,967 13,072 90,166 103,238 12,104 1994 10/1/2018 31

Bally's Baton Rouge (formerly Belle of Baton Rouge) Baton Rouge, LA — 11,873 52,400 114,406 13,072 165,607 178,679 13,064 1994 10/1/2018 31

Isle Casino Waterloo Waterloo, IA — 64,263 77,958 ( 411 ) 63,852 77,958 141,810 12,679 2005 12/18/2020 31

5 unchanged sentences

Bally's Dover Casino Resort Dover, DE — 99,106 48,300 — 99,106 48,300 147,406 23,241 1995 06/3/2021 31

Casino Queen Baton Rouge Baton Rouge, LA — 7,320 40,812 72,683 7,320 113,509 120,829 31,447 1994 12/17/2021 31

Tropicana Las Vegas (7)

Las Vegas NV — 226,160 — ( 226,160 ) — — — — 1955 04/16/2020 N/A

The Queen Baton Rouge (formerly Casino Queen Baton Rouge) Baton Rouge, LA — 7,320 40,812 72,697 7,320 113,509 120,829 35,064 1994 12/17/2021 31

Bally's Black Hawk Black Hawk, CO — 17,537 13,730 — 17,537 13,730 31,267 1,959 1991 04/01/2022 27

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Bally's Shreveport Shreveport, LA — 190 76,770 — 190 76,770 76,960 3,638 1999 12/16/2024 31

— 3,847,071 6,850,611 ( 121,588 ) 3,583,043 6,993,060 10,576,103 2,434,197

Subtotal — 3,614,326 6,879,507 549,417 3,595,093 7,448,157 11,043,250 2,582,976

Headquarters Property:

1 unchanged sentence

Other Properties

Other owned land various — 6,798 — ( 6,798 ) — — — —

Other owned land/buildings (2)

various — 25,992 101,104 ( 6,798 ) 19,194 101,104 120,298 112,970

$ — $ 3,641,068 $ 6,989,076 $ 542,889 $ 3,615,037 $ 7,557,996 $ 11,173,033 $ 2,698,772

(1) In connection with the funding agreement with PENN, new facilities are being developed for the relocation of PENN's riverboat casino in Aurora and PENN is also in the process of relocating its Hollywood Casino Joliet operations.

The Company accelerated the lives of its depreciable assets in the first quarter of 2023 at the two existing locations to coincide with the expected opening dates of the new facilities.

(2) On April 13, 2021, Bally’s agreed to acquire both GLPI’s non-land real estate assets and PENN's outstanding equity interests in Tropicana Las Vegas Hotel and

This deal closed on September 26, 2022.

In August 2024, a change in rent terms resulted in a lease reconsideration event.

The lease is now a sales type lease and the assets are no longer reported on this schedule.

(1) The aggregate cost for federal income tax purposes of the properties listed above was $ 9.9 billion at December 31, 2025.

This amount does not include the real estate part of Investment in Financing Lease, net or Investment in Sales-type leases, net.

(2) This amount includes the land value associated with the previous Joliet facility since it is no longer part of the Penn Fixed Lease and is being evaluated for other potential uses due to the opening of the new landside casino which opened on August 11, 2025.

A summary of activity for real estate and accumulated depreciation for the years ended December 31, 2025, 2024 and 2023 is as follows:

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Construction in progress 191,289 39,542 —

Capital expenditures and assets placed in service — 43,167 —

Capital expenditures 113,173 — 43,167

Dispositions (1)

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(in thousands)

Description Interest Rate (1)

Final Maturity Date Periodic Payment Terms Prior Liens Face Amount of Mortgage Carrying Amount of Mortgage (2)

Description Interest Rate Final Maturity Date Periodic Payment Terms Prior Liens Face Amount of Mortgage Carrying Amount of Mortgage (2)

Principal Amount of Loans Subject to Delinquent Principal or Interest

Rockford Loan 10 % 9/29/2028 (1)

Interest paid monthly — 150,000 145,513 —

Rockford Loan 8 % 6/30/2026 Interest paid monthly — $ 150,000 $ 148,721 —

Ione Loan 11 % 9/19/2029

Interest paid monthly — 56,604 56,205 —

Dry Creek Loan ( 1 ) 11/24/2031 Interest paid monthly — $ 45,250 $ 43,073 —

$ 251,854 $ 247,999 —

(1) Effective January 1, 2025, the interest rate on the Rockford Loan was reduced to 8% and the loan now matures on June 30, 2026.

(1) Interest at SOFR plus 900 basis points, subject to a SOFR floor of 1%.

(2) The aggregate cost for federal income tax purposes of the mortgage loan listed above was approximately $ 251 million at December 31, 2025.

The difference between the face amount of the loans and the carrying amount of the loans are the allowance for credit losses that have been recorded in accordance with the Company's accounting policies as described in Note 2.

Year Ended December 31, 2024 Year Ended December 31, 2023

The difference between the face amount of the loans and the carrying amount of the loans are the allowance for credit losses and a loan discount on the Dry Creek loan that have been recorded in accordance with the Company's accounting policies as described in Note 2.

Year Ended December 31, 2025

Year Ended December 31, 2024

(in thousands)

2 unchanged sentences

Additions during the period:

New mortgage loans 125,160 40,000

New mortgage loans, net of loan origination discount 85,336 125,160

Amortization of loan discount 19 —

Deductions during the period:

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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 8. Financial Statements and Supplementary Data