10-K – 2026-02-19 – glpi-20251231.htm

Guarantees
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.

2.      Summary of Significant Accounting Policies

Basis of Presentation

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. 

Principles of Consolidation and Non-controlling interest

The consolidated financial statements include the accounts of GLPI and its subsidiaries as well as the Company's operating partnership, which is a variable interest entity ("VIE") in which the Company is the primary beneficiary. The Company presents non-controlling interests and classifies such interests as a separate component of equity, separate from GLPI's stockholders' equity and as net income attributable to non-controlling interest in the Consolidated Statement of Income. 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 noncontrolling interest in the Consolidated Balance Sheet. All intercompany accounts and transactions have been eliminated in consolidation.

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Real Estate Investments
Real estate investments primarily represent land and buildings leased to the Company's tenants. 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 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. Depreciation is computed using a straight-line method over the estimated useful lives of the buildings and building improvements which are generally between 5 years to 31 years.
The Company continually monitors events and circumstances that could indicate that the carrying amount of its real estate investments may not be recoverable or realized. The factors considered by the Company in performing these assessments include evaluating whether the tenant is current on its lease payments, the tenant’s rent coverage ratio, the financial stability of the tenant and its parent company, and any other relevant factors. When indicators of potential impairment suggest that the carrying value of a real estate investment may not be recoverable, the Company determines whether the undiscounted cash flows from the underlying lease exceeds the real estate investments' carrying value. If we determine the estimated undiscounted cash flow are less than the asset's carrying value, then the Company would recognize an impairment charge equivalent to the amount required to reduce the carrying value of the asset to its estimated fair value, calculated in accordance with GAAP. The Company groups its real estate investments together by lease, the lowest level for which identifiable cash flows are available, in evaluating impairment. In assessing the recoverability of the carrying value, the Company must make assumptions regarding future cash flows and other factors. The factors considered by the Company in performing this assessment include current operating results, market and other applicable trends and residual values, as well as the effect of obsolescence, demand, competition and other factors. If these estimates or the related assumptions change in the future, the Company may be required to record an impairment loss.
Investment in Leases - Financing receivables and Investment in Leases - Sales Type
In accordance with ASC 842 - Leases ("ASC 842"), for transactions in which the Company enters into a contract to acquire an asset and leases it back to the seller under a sales-type lease (i.e. a sale leaseback transaction), the Company must determine whether control of the asset has transferred to the Company. In cases whereby control has not transferred to the Company, we do not recognize the underlying asset but instead recognize a financial asset in accordance with ASC 310 "Receivables". The accounting for the financing receivable under ASC 310 is materially consistent with the accounting for our investments in leases - sales type under ASC 842. The Company recognizes interest income on Investment in leases - financing receivables under the effective yield method. Generally, we would recognize interest income to the extent the tenant is not more than 90 days delinquent on their rental obligations. Certain of the Company's leases were required to be accounted for as Investment in leases - financing receivable on the Consolidated Balance Sheets in accordance with ASC 310, since control of the underlying assets was not considered to have transferred to the Company under GAAP given the significant initial term of each of the leases.
Real Estate Loans
The Company may periodically loan funds to casino owner-operators for the purchase or construction of gaming related real estate. 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. Generally, we would recognize interest income to the extent the loan is not more than 90 days delinquent.
Lease Assets and Lease Liabilities
The Company determines whether a contract is or contains a lease at its inception. A lease is defined as the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. Right-of-use assets and lease liabilities are recorded on the Company's Consolidated Balance Sheet at the lease commencement date for leases in which the Company acts as lessee. Right-of-use assets represent the Company's rights to use underlying assets for the term of the lease and lease liabilities represent the Company's future obligations under the lease agreement. Right-of-use assets and lease liabilities are recognized at the lease commencement date based upon the estimated present value of the lease payments. As the rate implicit in the Company's leases (in which the Company acts as lessee) cannot readily be determined, the Company utilizes its own estimated incremental borrowing rates to determine the present value of its lease payments. Consideration is given to the Company's recent debt issuances, as well as publicly available data for instruments with similar characteristics, including tenor, when determining the incremental borrowing rates of the Company's leases.
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The Company includes options to extend a lease in its lease term when it is reasonably certain that the Company will exercise those renewal options. In the instance of the Company's ground leases associated with its tenant occupied properties, the Company has included all available renewal options in the lease term, as it intends to renew these leases indefinitely. The Company accounts for the lease and nonlease components (as necessary) of its leases of all classes of underlying assets as a single lease component. Leases with a term of 12 months or less are not recorded on the Company's Consolidated Balance Sheets.
Land rights, net represent the Company's rights to land subject to long-term ground leases. The Company obtained ground lease rights through the acquisition of several of its rental properties and immediately subleased the land to its tenants. These land rights represent the below market value of the related ground leases. The Company assessed the acquired ground leases to determine if the lease terms were favorable or unfavorable, given market conditions at the acquisition date. Because the market rents to be received under the Company's triple-net tenant leases were greater than the rents to be paid under the acquired ground leases, the Company concluded that the ground leases were below market and were therefore required to be recorded as a definite lived asset (land rights) on its books.
Right-of-use assets and land rights are monitored for potential impairment in much the same way as the Company's real estate assets, using the impairment model in ASC 360 - Property, Plant and Equipment . If the Company determines the carrying amount of a right-of-use asset or land right is not recoverable, it would recognize an impairment charge equivalent to the amount required to reduce the carrying value of the asset to its estimated fair value, calculated in accordance with GAAP.
Cash and Cash Equivalents
The Company considers all cash balances and highly-liquid investments with original maturities of three months or less to be cash and cash equivalents.
Held to maturity investment securities
In February 2024, the Company purchased zero coupon United States Treasury Bills of approximately $ 341  million which matured in August 2024 for $ 350  million. In August 2024, the Company purchased zero coupon United States Treasury Bills of approximately $ 550  million which matured in January 2025 for $ 563  million. The Company classified these debt securities as held to maturity in accordance with ASC 320, Investments-Debt Securities since these are fixed income investments that the Company has the intent and ability to hold until maturity. The securities are recorded at amortized cost on the Consolidated Balance Sheet which approximated their fair value.
Other Assets
Other assets primarily consists of accounts receivable and deferred compensation plan assets (See Note 11 for further details on the deferred compensation plan). Other assets also include prepaid expenditures for goods or services before the goods are used or the services are received. 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.

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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
Debt issuance costs that are incurred by the Company in connection with the issuance of debt are deferred and amortized to interest expense over the contractual term of the underlying indebtedness. In accordance with ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, the Company records long-term debt net of unamortized debt issuance costs on its Consolidated Balance Sheets. Similarly, the Company records long-term debt net of any unamortized bond premiums and original issuance discounts on its Consolidated Balance Sheets. Any original issuance discounts or bond premiums are also amortized to interest expense over the contractual term of the underlying indebtedness.
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. Assets and liabilities recorded at fair value are classified based upon the level of judgment associated with the inputs used to measure their fair value. ASC 820 - Fair Value Measurements and Disclosures ("ASC 820") establishes a hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach, and cost approach). The levels of the hierarchy related to the subjectivity of the valuation inputs are described below:

• Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities. 

• Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets, such as interest rates and yield curves that are observable at commonly quoted intervals. 

• Level 3: Unobservable inputs that reflect the reporting entity's own assumptions, as there is little, if any, related market activity.

        The Company's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy .

Revenue Recognition

The Company accounts for our investments in leases under ASC 842. Upon lease inception or lease modification, we assess lease classification to determine whether the lease should be classified as a sales-type, direct financing or operating lease. As required by ASC 842, we separately assess the land and building components of the property to determine the classification of each component. If the lease component is determined to be a sales-type lease or direct financing lease, we record a net investment in the lease, which is equal to the sum of the lease receivable and the unguaranteed residual asset, discounted at the rate implicit in the lease. Any difference between the fair value of the asset and the net investment in the lease is considered selling profit or loss and is either recognized at lease inception or the lease reassessment date or deferred and recognized over the life of the lease, depending on the classification of the lease. Since we purchase properties and simultaneously enter into new leases directly with the tenants, the net investment in the lease is generally equal to the purchase price of the asset, and, due to the long term nature of our leases, the land and building components of an investment generally have the same lease classification.

The Company recognizes the related income from our financing receivables using an effective interest rate at a constant rate over the term of the applicable leases. As a result, the cash payments received under financing receivables will not equal the income recognized for accounting purposes. Rather, a portion of the cash rent the Company will receive is recorded as interest income with the remainder as a change to financing receivables. Initial direct costs incurred in connection with entering into financing receivables are included in the balance of the financing receivables. Such amounts will be recognized as a reduction to interest income from financing receivables over the term of the lease using the effective interest rate method. 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
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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. 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 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 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, 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. This model requires us to calculate and input lease and property-specific credit and performance metrics which in conjunction with forward-looking economic forecasts, project estimated credit losses over the life of the lease or loan. The Company then records a CECL allowance based on the expected loss rate multiplied by the outstanding investment.

Expected losses within our cash flows are determined by estimating the probability of default (“PD”) and loss given default (“LGD”) of our investments subject to CECL. We have engaged a nationally recognized data analytics firm to assist us with estimating both the PD and LGD. The PD and LGD are estimated during the initial term of the instruments subject to CECL. The PD and LGD estimates were developed using current financial condition forecasts. The PD and LGD predictive model was developed using the average historical default rates and historical loss rates, respectively, of over 100,000 commercial real estate loans dating back to 1998 that have similar credit profiles or characteristics to the real estate underlying the Company's instruments subject to CECL. Management will monitor the credit risk related to its instruments subject to CECL by obtaining the applicable rent and interest coverage on a periodic basis. 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 and loan portfolios. Our tenants and borrowers are current on all of their obligations as of December 31, 2025 and December 31, 2024.

The CECL allowance is recorded as a reduction to our net Investments in leases - financing receivables, Investment in leases - sales type and real estate loans, on our Consolidated Balance Sheets. We are required to update our CECL allowance on a quarterly basis with the resulting change being recorded in the provision for credit losses, net, in the Consolidated Statement of Income for the relevant period. Finally, each time the Company makes a new investment in an asset subject to ASC 326, the Company will be required to record an initial CECL allowance for such asset, which will result in a non-cash charge to the Consolidated Statement of Income for the relevant period. See Note 7 for further information.

Charge-offs are deducted from the allowance in the period in which they are deemed uncollectible. Recoveries previously written off are recorded when received.

Stock-Based Compensation
The Company's Amended 2013 Long Term Incentive Compensation Plan (the "2013 Plan") provides for the Company to issue restricted stock awards, including performance-based restricted stock awards, and other equity or cash based awards to employees. Any director, employee or consultant shall be eligible to receive such awards.
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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. This expense is recognized ratably over the requisite service period following the date of grant. The fair value of the Company's time-based restricted stock awards is equivalent to the closing stock price on the day prior to grant. The Company utilizes a third-party valuation firm to measure the fair value of performance-based restricted stock awards at grant date using the Monte Carlo model.
 
The unrecognized compensation cost relating to restricted stock awards and performance-based restricted stock awards is recognized as expense over the awards’ remaining vesting periods. See Note 13 for further information related to stock-based compensation.
Income Taxes
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. federal, state, and local income tax, including any applicable alternative minimum tax, on its taxable income at regular corporate income tax rates, and dividends paid to its shareholders would not be deductible by the Company in computing taxable income. Any resulting corporate liability could be substantial and could materially and adversely affect the Company's net income and net cash available for distribution to shareholders. 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"). 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. 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 ("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.

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Segment Information
 
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. The operating results of the Company's real estate investments are reviewed in the aggregate using the Company's consolidated financial statements, by the Company's chief executive officer who is the chief operating decision maker (as such term is defined in ASC 280 - Segment Reporting). See Note 18 for further information.
Concentration of Credit Risk
Concentrations of credit risk arise when a number of operators, tenants, or obligors related to the Company's investments are engaged in similar business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including those to the Company, to be similarly affected by changes in economic conditions. Additionally, concentrations of credit risk may arise when revenues of the Company are derived from a small number of tenants. 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. As of December 31, 2025, the Company's portfolio of 69 properties is diversified by location across 20 states.
Financial instruments that subject the Company to credit risk consist of cash and cash equivalents, Investment in leases, financing receivables, Investment in leases, sales type and real estate loans. The Company's policy is to limit the amount of credit exposure to any one financial institution and place investments with financial institutions evaluated as being creditworthy, or in short-term money market and tax-free bond funds which are exposed to minimal interest rate and credit risk. At times, the Company has bank deposits and overnight repurchase agreements that exceed federally-insured limits .

3.     New Accounting Pronouncements

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; 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. ASU 2024-03 will also require a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively and disclose the total amount of selling expenses and, in annual reporting periods, an entity's definition of selling expenses. 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 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.

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4.      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:
 

December 31,
2025 December 31,
2024
  (in thousands)
Land and improvements $ 3,588,793   $ 3,583,793  
Building and improvements 7,353,409   6,962,126  
Construction in progress 230,831   39,542  
Total real estate investments 11,173,033   10,585,461  
Less accumulated depreciation ( 2,698,772 ) ( 2,436,742 )
Real estate investments, net $ 8,474,261   $ 8,148,719  

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.

5. Real estate loans, net

    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 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.

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

December 31,
2025 December 31,
2024
(in thousands) (in thousands)
Real estate loans (1)
$ 250,515   $ 165,160  
Less: 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 Dry Creek Loan Total
Balance at December 31, 2023
$ ( 964 ) $ —   $ —   $ ( 964 )
Change in allowance ( 3,523 ) ( 83 ) —   ( 3,606 )
Balance at December 31, 2024
( 4,487 ) ( 83 ) —   ( 4,570 )
Change in allowance 3,208   ( 316 ) ( 838 ) 2,054  
Ending balance at December 31, 2025
$ ( 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 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 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.

6.     Acquisitions

The Company accounts for its acquisitions of real estate assets as asset acquisitions under ASC 805 - Business Combinations . Under asset acquisition accounting, transaction costs incurred to acquire the purchased assets are also included as part of the asset cost.

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
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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. The Company paid cash of $ 388.6  million and issued 137,309 OP Units valued at $ 6.8  million. The purchase price allocation of these assets based on their fair values at the acquisition date are summarized below (in thousands).

Land rights $ 221,189  
Land improvements 1,130  
Building and improvements 173,170  
Total purchase price $ 395,489  

On September 11, 2024, the Company completed its previously announced $ 250  million acquisition of the land on which Bally's permanent casino in Chicago, Illinois will be constructed. The Company will also fund construction costs of up to $ 940.0  million for certain real property improvements of the casino. Rental income being received on the land is being deferred and will be recognized once the development project is substantially complete and ready for its intended use.

On May 16, 2024, the Company acquired the real estate assets of Silverado, DMG, and Baldini's for $ 105  million, plus an additional $ 5  million that was funded at closing to reimburse the tenant for capital improvements. Simultaneous with the acquisition, the Company 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. The transaction was accounted for as a failed sale leaseback and the purchase price allocation of these assets and liabilities based on their respective fair values at the acquisition date are summarized below (in thousands).

Investment in leases, financing receivables $ 116,217  
Financing lease liabilities ( 6,054 )
Total purchase price $ 110,163  

On February 6, 2024, the Company acquired the real estate assets of Tioga Downs, in Nichols, NY from American Racing for $ 175.0  million which comprised of cash, assumed debt that was repaid after closing, and OP Units. Simultaneously with the acquisition, the Company entered into the Tioga Downs 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 $176.4 million.
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7. 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 as control of the real estate did not transfer to the Company. 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).

            
December 31,
2025 December 31,
2025 December 31,
2024 December 31,
2024
Investment in leases, sales type Investment in leases, financing receivables Investment in leases, sales type Investment in leases, financing receivables
Minimum lease payments receivable $ 693,619   $ 10,090,473   $ 708,456   $ 9,806,998  
Estimated residual values of lease property (unguaranteed) 278,500   1,444,690   278,500   1,276,674  
Total 972,119   11,535,163   986,956   11,083,672  

Less: Unearned income ( 693,622 ) ( 8,955,526 ) ( 708,454 ) ( 8,716,493 )
Less: Allowance for credit losses ( 30,076 ) ( 22,133 ) ( 23,681 ) ( 34,065 )
Investment in leases - net $ 248,421   $ 2,557,504   $ 254,821   $ 2,333,114  

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, 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):

Year ending December 31, Future Minimum Lease Payments- Sales Type Future Minimum Lease Payments for Investment in leases, financing receivables
2026 $ 14,837   $ 182,092  
2027 14,837   185,336  
2028 14,837   188,639  
2029 14,837   192,000  
2030 14,837   195,423  
Thereafter 619,434   9,146,983  
Total $ 693,619   $ 10,090,473  

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The change in the allowance for credit losses for the Company's investment in leases is illustrated below (in thousands):
Balance at December 31, 2023 Initial allowance from current period investments Current period change in credit allowance Ending Balance at December 31, 2024 Initial allowance from current period investments Current period change in credit allowance Balance at December 31, 2025
Maryland Live Lease $ 5,661   $ —   $ 3,071   $ 8,732   $ —   $ ( 6,143 ) $ 2,589  
PA Live Master Lease 13,636   —   4,835   18,471   —   ( 6,536 ) 11,935  
Rockford Lease 2,674   —   403   3,077   —   ( 2,183 ) 894  
Tioga Lease —   1,579   1,072   2,651   —   922   3,573  
Strategic Lease —   856   278   1,134   1,250   758   3,142  
Tropicana LV Lease —   21,293   2,388   23,681   —   6,395   30,076  
Total $ 21,971   $ 23,728   $ 12,047   $ 57,746   $ 1,250   $ ( 6,787 ) $ 52,209  

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

Origination year Investment in leases, financing receivables Allowance for credit losses Amortized cost basis at December 31, 2025
Allowance as a percentage of outstanding financing receivable

2025 $ 184,594   $ ( 1,250 ) $ 183,344   ( 0.68 ) %
2024 299,216   $ ( 5,465 ) 293,751   ( 1.83 ) %
2023 104,914   ( 894 ) 104,020   ( 0.85 ) %
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 ) %

The amortized cost basis of the Company's investment in leases, sales type by year of origination is shown below as of December 31, 2025 (in thousands):

Origination year Investment in leases, sales type lease Allowance for credit losses Amortized cost basis at December 31, 2025
Allowance as a percentage of outstanding sales type lease

2024 $ 278,498   $ ( 30,076 ) $ 248,422   ( 10.80 ) %

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

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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, 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.

8. Lease Assets and Lease Liabilities

Lease Assets

The Company is subject to various operating leases as lessee for both real estate and equipment, the majority of which are ground leases related to properties the Company leases to its tenants under triple-net operating leases. These ground leases may include fixed rent, as well as variable rent based upon an individual property’s performance or changes in an index such as the CPI and have maturity dates ranging from 2038 to 2108, when considering all renewal options. For certain of these ground leases, the Company’s tenants are responsible for payment directly to the third-party landlord. 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. 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.

Land rights, net represent the Company's rights to land subject to long-term ground leases. The Company obtained ground lease rights through the acquisition of several of its rental properties and immediately subleased the land to its tenants. These land rights represent the below market value of the related ground leases. The Company assessed the acquired ground leases to determine if the lease terms were favorable or unfavorable, given market conditions at the acquisition date. Because the market rents to be received under the Company's triple-net tenant leases were greater than the rents to be paid under the acquired ground leases, the Company concluded that the ground leases were below market and were therefore required to be recorded as a definite lived asset (land rights) on its books.

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

December 31, 2025 December 31, 2024
Right-of-use assets - operating leases $ 242,053   $ 244,594  
Land rights, net 830,110   847,189  
Right-of-use assets and land rights, net $ 1,072,163   $ 1,091,783  

Land Rights

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. Land rights net, consist of the following:

December 31,
2025 December 31,
2024
(in thousands)
Land rights $ 948,303   $ 948,303  
Less accumulated amortization ( 118,193 ) ( 101,114 )
Land rights, net $ 830,110   $ 847,189  

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

Year ending December 31,
2026 $ 17,079  
2027 17,079  
2028 17,079  
2029 17,079  
2030 17,079  
Thereafter 744,715  
Total $ 830,110  

Operating Lease Liabilities

At December 31, 2025, maturities of the Company's operating lease liabilities were as follows (in thousands):

Year ending December 31,
2026 $ 17,291  
2027 16,786  
2028 16,673  
2029 16,710  
2030 16,723  
Thereafter 771,202  
Total lease payments $ 855,385  
Less: interest ( 612,904 )
Present value of lease liabilities $ 242,481  

.
Lease Expense

Operating lease costs represent the entire amount of expense recognized for operating leases that are recorded on the Consolidated Balance Sheets. Variable lease costs are not included in the measurement of the lease liability and include both lease payments tied to a property's performance and changes in an index such as the CPI that are not determinable at lease commencement, while short-term lease costs are costs for those operating leases with a term of 12 months or less.

The components of lease expense were as follows:

Year Ended December 31, 2025 Year Ended December 31, 2024
(in thousands)
Operating lease cost $ 17,251   $ 14,651  
Variable lease cost
21,078   19,753  
Amortization of land right assets 17,079   13,270  
Total lease cost $ 55,408   $ 47,674  

Amortization expense related to the land right intangibles, as well as variable lease costs and the majority of the Company's operating lease costs are recorded within land rights and ground lease expense in the consolidated statements of income.

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Supplemental Disclosures Related to Operating Leases

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

December 31, 2025
Weighted average remaining lease term - operating leases 52.43 years
Weighted average discount rate - operating leases 6.26 %

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

Year Ended December 31, 2025 Year Ended December 31, 2024
(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
  Operating cash flows from operating leases (1)
$ 1,666   $ 1,659  

(1) The Company's cash paid for operating leases is significantly less than the lease cost for the same period due to the majority of the Company's ground lease rent being paid directly to the landlords by the Company's tenants. Although GLPI expends no cash related to these leases, they are required to be grossed up in the Company's financial statements under ASC 842.

Financing Lease Liabilities

In connection with the acquisition of certain real property assets included in the Maryland Live! Lease and the Strategic Gaming Leases, the Company acquired the rights to land subject to a long-term ground leases which expire in June 2111 and April 2062, respectively. As these leases were accounted for as Investment in leases, financing receivables, the underlying ground leases were accounted for as Financing lease liabilities on the Consolidated Balance Sheets. In accordance with ASC 842, the Company records revenue for the ground lease rent paid by its tenant with an offsetting expense in interest expense as the Company has concluded that as the lessee it is the primary obligor under the ground leases. The Company's weighted average discount rate on the fixed minimum annual payments was 5.07% to arrive at the initial lease obligations.

At December 31, 2025, payments under the Company's financing lease liabilities were as follows (in thousands):

Year ending December 31,
2026 $ 2,712  
2027 2,735  
2028 2,758  
2029 2,782  
2030 2,805  
Thereafter 308,234  
Total lease payments $ 322,026  
Less: Interest ( 260,807 )
Present value of finance lease liability $ 61,219  

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9. Fair Value of Financial Assets and Liabilities

The following methods and assumptions are used to estimate the fair value of each class of financial instruments for which it is practicable to estimate:

Cash and Cash Equivalents
 
The fair value of the Company’s cash and cash equivalents approximates the carrying value of the Company’s cash and cash equivalents, due to the short maturity of the cash equivalents.

Investment securities held to maturity

In August 2024, the Company purchased U.S. Treasury Bills that matured in January 2025. The fair value of the investment (which approximated its carrying value) is based on quoted prices in active markets and as such is a Level 1 measurement as defined in ASC 820.

Investment in leases, financing receivables, net

The fair value of the Company's net investment in leases, financing receivables, is based on the value of the underlying
real estate property the Company owns under these leases. The initial fair value was the price paid by the Company to acquire the real estate. The initial fair value is then adjusted for changes in the commercial real estate price index and as such is a Level 3 measurement as defined under ASC 820.

Investment in leases, sales type, net

The fair value of the Company's investment in leases, sales type, net was initially based on a third party valuation report which utilized both market based and income based valuation approaches to value the underlying land related to the applicable lease at the lease reassessment date. Subsequent changes in the fair value from this date are based on changes in the commercial real estate price index. As such, this was determined to be a Level 3 measurement as defined under ASC 820.

Deferred Compensation Plan Assets

The Company's deferred compensation plan assets consist of open-ended mutual funds and as such the fair value measurement of the assets is considered a Level 1 measurement as defined under ASC 820. Deferred compensation plan assets are included within other assets on the Consolidated Balance Sheets.

Real Estate Loans, net

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.

Long-term Debt
 
The fair value of the Senior Notes are estimated based on quoted prices in active markets and as such are Level 1 measurements as defined under ASC 820. The fair value of the obligations in our Amended Credit Agreement is based on indicative pricing from market information (Level 2 inputs).
 

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

  December 31, 2025 December 31, 2024
  Carrying
Amount Fair
Value Carrying
Amount Fair
Value
Financial assets:        
Cash and cash equivalents $ 224,314   $ 224,314   $ 462,632   $ 462,632  
Investment securities held to maturity —   —   560,832   561,154  
Investment in leases, financing receivables, net 2,557,504   2,150,560   2,333,114   2,087,705  
Investment in leases, sales type lease 248,421   268,107   254,821   280,970  
Real estate loans, net 247,999   250,689   160,590   164,750  
Deferred compensation plan assets
46,154   46,154   38,948   38,948  

Financial liabilities:        
Long-term debt:
       
Credit Agreement and Term Loan Credit Facility 931,624   931,624   932,455   932,455  
Senior unsecured notes 6,350,000   6,295,709   6,875,000   6,665,565  

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. The lease was reassessed from an accounting perspective which resulted in the amended lease being accounted for as a sales type lease whereas previously it had been treated as an operating lease. The sales type lease was recorded at the estimated fair value of the land at the reassessment date based on a third party valuation report. 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.

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10.      Long-term Debt
 
Long-term debt, net of current maturities and unamortized debt issuance costs is as follows: 

December 31,
2025 December 31,
2024
  (in thousands)
Unsecured $2,090 million revolver due December 2028 $ 331,624   $ 332,455  

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

$ 850 million 5.250 % senior unsecured notes due June 2025
—   850,000  
$ 975 million 5.375 % senior unsecured notes due April 2026
—   975,000  
$ 500 million 5.750 % senior unsecured notes due June 2028
500,000   500,000  
$ 750 million 5.300 % senior unsecured notes due January 2029
750,000   750,000  
$ 700 million 4.000 % senior unsecured notes due January 2030
700,000   700,000  
$ 700 million 4.000 % senior unsecured notes due January 2031
700,000   700,000  
$ 800 million 3.250 % senior unsecured notes due January 2032
800,000   800,000  
$ 600 million 5.250 % senior unsecured notes due February 2033
600,000   —  
$ 400 million 6.750 % senior unsecured notes due December 2033
400,000   400,000  
$ 800 million 5.625 % senior unsecured notes due September 2034
800,000   800,000  
$ 700 million 5.750 % senior unsecured notes due November 2037
700,000   —  
$ 400 million 6.250 % senior unsecured notes due September 2054
400,000   400,000  
Other 140   277  
Total long-term debt $ 7,281,764   $ 7,807,732  
Less: unamortized debt issuance costs, bond premiums and original issuance discounts ( 78,033 ) ( 71,855 )
Total long-term debt, net of unamortized debt issuance costs, bond premiums and original issuance discounts
$ 7,203,731   $ 7,735,877  

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

2026 $ 3,464  
2027 603,325  
2028 824,975  
2029 750,000  
2030 700,000  
Over 5 years 4,400,000  
Total minimum payments $ 7,281,764  

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 Capital. GLP Capital’s ability to borrow under any Amended Bridge Revolving Facility is subject to certain conditions including pro forma compliance with GLP
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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, 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 Amended Credit Agreement from time to time. The current facility fee rate is 0.25 %. 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. 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 Amended Credit Agreement. There is currently no commitment in respect of such incremental loans and commitments. 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 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. GLPI is permitted to pay dividends to its shareholders as may be required in order to maintain REIT status, subject to the absence of payment or bankruptcy defaults. 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 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 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 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.

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 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
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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 %. The weighted average interest rate under the Term Loan Credit Facility at December 31, 2025 was 5.02 %.

Amortization and Prepayments

The Term Loan Credit Facility is not subject to interim amortization. GLP Capital is not required to repay any loans under the Term Loan Credit Facility prior to maturity. 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.

Certain Covenants and Events of Default

The Term Loan Credit Facility contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of GLPI and its subsidiaries, including GLP Capital, to grant liens on their assets, incur indebtedness, sell assets, engage in acquisitions, mergers or consolidations, or pay certain dividends and make other restricted payments. The financial covenants include the following, which are measured quarterly on a trailing four-quarter basis: (i) maximum total debt to total asset value ratio, (ii) maximum senior secured debt to total asset value ratio, (iii) maximum ratio of certain recourse debt to unencumbered asset value, and (iv) minimum fixed charge coverage ratio. GLPI is required to maintain its status as a REIT and is permitted to pay dividends to its shareholders as may be required in order to maintain REIT status. GLPI is also permitted to make other dividends and distributions, subject to pro forma compliance with the financial covenants and the absence of defaults. The Term Loan Credit Facility also contains certain customary affirmative covenants and events of default. The occurrence and continuance of an event of default, which includes, among others, nonpayment of principal or interest, material inaccuracy of representations and failure to comply with covenants, will enable the lenders 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 Term Loan Credit Facility.

Senior Unsecured 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.

During the year ended December 31, 2024, the Company redeemed its $ 400 million, 3.350 % senior unsecured notes due September 2024.
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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 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 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: incur additional debt and use its assets to secure debt; merge or consolidate with another company; and make certain amendments to the Amended PENN Master Lease. The Senior Notes also require the Company to maintain a specified ratio of unencumbered assets to unsecured debt. These covenants are subject to a number of important and significant limitations, qualifications and exceptions.
 
At December 31, 2025, the Company was in compliance with all required financial covenants under its Senior Notes.

11.      Commitments and Contingencies
 
Litigation

The Company is subject to various legal and administrative proceedings relating to personal injuries, employment matters, commercial transactions, and other matters arising in the normal course of business. The Company does not believe that the final outcome of these matters will have a material adverse effect on the Company’s consolidated financial position or results of operations. In addition, the Company maintains what it believes is adequate insurance coverage to further mitigate the risks of such proceedings. However, such proceedings can be costly, time consuming, and unpredictable and, therefore, no assurance can be given that the final outcome of such proceedings may not materially impact the Company’s financial condition or results of operations. Further, no assurance can be given that the amount or scope of existing insurance coverage will be sufficient to cover losses arising from such matters. 

Funding commitments

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.

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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
The Company maintains a defined contribution plan under the provisions of Section 401(k) of the Internal Revenue Code of 1986, as amended, which covers all eligible employees. 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. 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. 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.
The Company maintains a non-qualified deferred compensation plan that covers most management and other highly-compensated employees. The plan allows the participants to defer, on a pre-tax basis, a portion of their base annual salary and/or their annual bonus, and earn tax-deferred earnings on these deferrals. The plan also provides for matching Company contributions that vest over a five-year period. The Company has established a Trust, and transfers to the Trust, on a periodic basis, an amount necessary to provide for its respective future liabilities with respect to participant deferral and Company contribution amounts. The Company's matching contributions for the non-qualified deferred compensation plan for each of the years ended December 31, 2025, 2024 and 2023 were $ 0.6  million, $ 0.6  million, and $ 0.5 million, respectively. The Company's deferred compensation liability, which was included in other liabilities within the Consolidated Balance Sheets, was $ 46.2 million and $ 39.0  million at December 31, 2025 and 2024, respectively. Assets held in the Trust were $ 46.2 million  and $ 38.9 million  at December 31, 2025 and 2024, respectively, and are included in other assets within the Consolidated Balance Sheets.
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12. Revenue Recognition

Revenues from Real Estate

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. Finally, the Company has single property triple net leases with Caesars under the Horseshoe St. Louis Lease, Boyd under the Belterra Park Lease, Bally's under the Tropicana Lease and Cordish under the Maryland Live! 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.

Lease terms

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. This requires concluding whether it is reasonably assured that our tenants will exercise their renewal options contained within the lease. The initial lease term is a key judgment that is utilized in the lease classification test to determine whether the lease is an operating lease, sales type lease or direct financing lease. The Company currently has not included tenant renewal options in its determination of the initial lease term. 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 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. Additionally, Pinnacle sold its operations to PENN for fair value whose underlying real estate for the casino operations were leased from the Company.

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Details of the Company's rental income for the year ended December 31, 2025 was as follows (in thousands):

Year Ended December 31, 2025
Building base rent $ 1,218,460  
Land base rent 198,228  
Percentage rent and other rental revenue 72,624  
Interest income on real estate loans 16,034  
Total cash income $ 1,505,346  
Straight-line rent adjustments 22,468  
Ground rent in revenue 38,582  
Accretion on leases 28,356  
Total income from real estate $ 1,594,752  

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):

Year ending December 31, Future Rental Payments Receivable
Straight-Line Rent Adjustments (1)
Future Base Ground Rents Receivable Future Income to be Recognized Related to Operating Leases
2026 $ 1,291,303   $ 48,457   $ 15,619   $ 1,355,379  
2027 1,281,799   47,132   15,154   1,344,085  
2028 1,284,186   40,002   15,036   1,339,224  
2029 1,266,486   33,986   15,036   1,315,508  
2030 1,272,602   27,870   15,043   1,315,515  
Thereafter 3,835,923   ( 23,478 ) 58,509   3,870,954  
Total $ 10,232,299   $ 173,969   $ 134,397   $ 10,540,665  

(1) Includes tenant improvement allowance that is being amortized over the life of a tenant lease and excludes deferred income on the Bally's Chicago Land Lease as the facility is under development and as such is not ready for its intended use.
The table above presents the cash rent the Company expects to receive from its tenants, offset by adjustments to recognize this rent on a straight-line basis over the lease term. The Company also includes the future non-cash revenue it expects to recognize from the fixed portion of tenant paid ground leases in the table above. 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 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. See Note 5 for further details.

13.     Stock-Based Compensation
As of December 31, 2025, the Company had 4,988,607 shares available for future issuance under the 2013 Plan. The 2013 Plan provides for the Company to issue restricted stock awards, including performance-based restricted stock awards and other equity or cash based awards to employees. Any director, employee or consultant shall be eligible to receive such awards. The Company issues new authorized common shares to satisfy stock option exercises and restricted stock award releases.
As of December 31, 2025, there was $ 3.2 million of total unrecognized compensation cost for restricted stock awards that will be recognized over the grants' remaining weighted average vesting period of 1.88 years. For the years ended December 31, 2025, 2024 and 2023, the Company recognized $ 6.2 million, $ 8.7 million and $ 8.5 million, respectively, of compensation expense associated with these awards. The total fair value of awards released during the years ended December 31, 2025, 2024 and 2023, was $ 12.5 million, $ 12.3 million and $ 11.3 million, respectively.

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The following table contains information on restricted stock award activity for the years ended December 31, 2025 and 2024:

        
  Number of
Award
Shares Weighted Average Grant-Date Fair Value
Outstanding at December 31, 2023 269,929   $ 49.49  
Granted 263,328   $ 33.16  
Released ( 247,814 ) $ 31.44  
Canceled ( 600 ) $ 50.15  
Outstanding at December 31, 2024 284,843   $ 50.10  
Granted 211,307   $ 27.18  
Released ( 263,916 ) $ 32.49  
Canceled ( 15,000 ) $ 50.26  
Outstanding at December 31, 2025 217,234   $ 49.19  

Performance-based restricted stock awards have a three-year cliff vesting with the amount of restricted shares vesting at the end of the three-year period determined based upon the Company’s performance as measured against its peers. More specifically, the percentage of shares vesting at the end of the measurement period will be based on the Company’s three-year total shareholder return measured against the three-year total shareholder return of the companies included in the MSCI US REIT index and the Company's stock performance ranking among a group of triple-net REIT peer companies. As of December 31, 2025, there was $ 9.2 million of total unrecognized compensation cost for performance-based restricted stock awards, which will be recognized over the awards' remaining weighted average vesting period of 1.51 years.  For the years ended December 31, 2025, 2024 and 2023, the Company recognized $ 9.5 million, $ 15.6 million and $ 14.4 million, respectively, of compensation expense associated with these awards. The total fair value of performance-based stock awards released during the years ended December 31, 2025, 2024, and 2023 was $ 23.3 million, $ 23.6 million, and $ 21.7 million respectively.

The following table contains information on performance-based restricted stock award activity for the years ended December 31, 2025 and 2024:

        
Number of  Performance-Based Award Shares Weighted Average Grant-Date Fair Value
Outstanding at December 31, 2023 1,492,000   $ 29.36  
Granted 523,000   $ 28.73  
Released ( 478,000 ) $ 24.89  

Outstanding at December 31, 2024 1,537,000   $ 30.53  
Granted 245,000   $ 27.54  
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.

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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  

14.     Income Taxes
The Company elected on its U.S. federal income tax return for its taxable year that began on January 1, 2014 to be treated as a REIT. The benefits of the intended REIT conversion on the Company's tax provision and effective income tax rate are reflected in the tables below. As a result of the Tax Cuts and Jobs Act, the corporate tax rate was permanently lowered from the previous maximum rate of 35% to 21%, effective for tax years including or commencing January 1, 2018.
The provision for income taxes charged to operations for years ended December 31, 2025, 2024 and 2023 was as follows:

Year ended December 31, 2025 2024 2023
  (in thousands)
Current tax expense      
Federal $ —   $ —   $ —  
State 2,229   2,129   1,997  
Total current 2,229   2,129   1,997  
Deferred tax (benefit) expense      
Federal —   —   —  
State —   —   —  
Total deferred —   —   —  
Total provision $ 2,229   $ 2,129   $ 1,997  

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The following tables reconcile the statutory federal income tax rate to the actual effective income tax rate for the years ended December 31, 2025, 2024 and 2023:

Year ended December 31, 2025 2024 2023
Percent of pretax income      
U.S. federal statutory income tax rate 21.0   % 21.0   % 21.0   %

State and local income taxes 0.3   % 0.3   % 0.3   %
Valuation allowance —   % —   % —   %

REIT conversion benefit ( 21.0 ) % ( 21.0 ) % ( 21.0 ) %
Permanent differences —   % —   % —   %
Other miscellaneous items —   % —   % —   %
0.3   % 0.3   % 0.3   %
 

Year ended December 31, 2025 2024 2023
  (in thousands)
Amount based upon pretax income      
U.S. federal statutory income tax $ 179,041   $ 170,053   $ 159,047  

State and local income taxes 2,229   2,129   1,997  
Valuation allowance —   —   —  

REIT conversion benefit ( 179,041 ) ( 170,053 ) ( 159,047 )

Permanent differences —   —   —  
Other miscellaneous items —   —   —  
$ 2,229   $ 2,129   $ 1,997  

The Company is still subject to federal income tax examinations for its years ended December 31, 2022 and forward.

15. Earnings Per Share

The following table reconciles the weighted-average common shares outstanding used in the calculation of basic EPS to the weighted-average common shares outstanding used in the calculation of diluted EPS for the years ended December 31, 2025, 2024 and 2023: 

  Year Ended December 31,
  2025 2024 2023
  (in thousands)
Determination of shares:    
Weighted-average common shares outstanding 279,605   272,802   264,053  

Assumed conversion of restricted stock awards (1) 127   160   156  
Assumed conversion of performance-based restricted stock awards
203   540   784  
Dilution attributable to equity forward contract 108   32   —  
Diluted weighted-average common shares outstanding 280,043   273,534   264,993  

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The following table presents the calculation of basic and diluted EPS for the Company’s common stock for the years ended December 31, 2025, 2024 and 2023: 

  Year Ended December 31,
  2025 2024 2023
  (in thousands, except per share data)
Calculation of basic EPS:    

Net income attributable to common shareholders $ 825,111   $ 784,620   $ 734,283  
Less: Net income allocated to participating securities ( 741 ) ( 459 ) ( 434 )
Net income for earnings per share purposes $ 824,370   $ 784,161   $ 733,849  
Weighted-average common shares outstanding 279,605   272,802   264,053  
Basic EPS $ 2.95   $ 2.87   $ 2.78  

Calculation of diluted EPS:    
Net income attributable to common shareholders $ 825,111   $ 784,620   $ 734,283  
Diluted weighted-average common shares outstanding (1) 279,916   273,534   264,993  
Diluted EPS $ 2.95   $ 2.87   $ 2.77  

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

(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.

16.       Equity

Common Stock

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. The 2025 ATM Program also allows the Company to enter into forward sale agreements. In no event will the aggregate number of shares sold under the 2025 ATM Program (whether under any forward sale agreement or through a sales agent), have an aggregate sales price in excess of $ 1.25  billion. 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 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, 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). 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
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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

As partial consideration for the closing of various real property assets over the past few years, the Company's operating partnership has issued OP Units. 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 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.

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Dividends

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

Declaration Date Shareholder Record Date Securities Class Dividend Per Share Period Covered Distribution Date Dividend Amount
(in thousands)
2025
February 13, 2025 March 14, 2025 Common Stock $ 0.76   First Quarter 2025 March 28, 2025 $ 208,873  

May 15, 2025 June 13, 2025 Common Stock $ 0.78   Second Quarter 2025 June 27, 2025 $ 220,743  
August 28, 2025 September 12, 2025 Common Stock $ 0.78   Third Quarter 2025 September 26, 2025 $ 220,747  
November 24, 2025 December 5, 2025 Common Stock $ 0.78   Fourth Quarter 2025 December 19, 2025 $ 220,769  

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

May 20, 2024 June 7, 2024 Common Stock $ 0.76   Second Quarter 2024 June 21, 2024 $ 206,340  
August 28, 2024 September 13, 2024 Common Stock $ 0.76   Third Quarter 2024 September 27, 2024 $ 208,538  
November 25, 2024 December 6, 2024 Common Stock $ 0.76   Fourth Quarter 2024 December 20, 2024 $ 208,559  
2023
February 22, 2023 March 10, 2023 Common Stock $ 0.72   First Quarter 2023 March 24, 2023 $ 188,896  
February 22, 2023 March 10, 2023 Common Stock $ 0.25   First Quarter 2023 March 24, 2023 (1)
$ 65,588  
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  
November 22, 2023 December 8, 2023 Common Stock $ 0.73   Fourth Quarter 2023 December 22, 2023 $ 197,394  

(1) On February 22, 2023, the Company declared a first quarter dividend of $ 0.72 per share in addition to a special earnings and profit dividend related to the sale of the Tropicana Las Vegas building of $ 0.25 per share on the Company's common stock.

In addition, for the years ended December 31, 2025, 2024 and 2023, dividend payments were made to GLPI restricted stock award holders in the amount of, $ 0.7  million, $ 0.9 million and $ 0.9  million, respectively.

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A summary of the Company's taxable common stock distributions for the years ended December 31, 2025, 2024 and 2023 is as follows (unaudited):

Year Ended December 31,
2025 2024 2023
(in dollars per share)
Qualified dividends $ —   $ —   $ —  
Non-qualified dividends 3.0010   2.9584   3.0215  
Capital gains 0.0018   0.0178   0.0004  
Non-taxable return of capital 0.0972   0.0638   0.1281  
Total distributions per common share $ 3.10   $ 3.04   $ 3.15  

Percentage classified as qualified dividends —   % —   % —   %
Percentage classified as non-qualified dividends
96.81   % 97.32   % 95.92   %
Percentage classified as capital gains 0.06   % 0.58   % 0.01   %
Percentage classified as non-taxable return of capital
3.13   % 2.10   % 4.07   %
100.00   % 100.00   % 100.00   %

17.     Supplemental Disclosures of Cash Flow Information and Noncash Activities

Supplemental disclosures of cash flow information are as follows:

Year ended December 31, 2025 2024 2023
(in thousands)
Cash paid for income taxes, net of refunds received $ 2,228   $ 3,525   $ 1,845  
Cash paid for interest 357,025   330,063   309,924  

Noncash Investing and Financing Activities

On December 16, 2024, as part of the consideration for the land and real estate assets of Bally's Kansas City and Bally's Shreveport, the Company issued 137,309 OP Units to affiliates of Bally's that were valued at $ 6.8  million for accounting
purposes at closing. The Company also recognized a right of use asset and liability of $ 49.2  million on two ground leases in connection with the transaction.

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

On May 16, 2024, the Company recorded a non-cash increase to Investment in leases, financing receivables and Financing lease liabilities of $6.1 million associated with the acquisition of certain real estate assets of Strategic. See Note 6 for further details.

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

On January 3, 2023, as part of the consideration for the land and real estate assets of Bally's Biloxi and Bally's
Tiverton, the Company issued 286,643 OP Units to affiliates of Bally's that were valued at $ 14.9  million for accounting
purposes at closing. 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.
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18.      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. Accordingly, the Company has one operating and reportable segment and the accounting policies of the segment are the same as those described in the summary of significant accounting policies in Note 2. The operating results of the Company's real estate investments are reviewed in the aggregate using the Company's consolidated financial statements, by the Company's chief executive officer who is the chief operating decision maker (as such term is defined in ASC 280 - Segment Reporting). The Company's chief executive officer assesses performance for the segment and decides how to allocate resources based on measures that are most closely aligned with consolidated net income, as well as other measures to evaluate the Company's results. These measures are utilized to decide whether to pursue additional real estate investments, to monitor results against budgeted targets, and in competitive analysis in certain benchmarking against peer group companies to assess the performance of the segment and in establishing management's compensation for certain performance based equity plans. The measure of segment assets is reported on the Company's Consolidated Balance Sheet as total assets.

19.     Subsequent Events

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.

106

SCHEDULE III
REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION
December 31, 2025
(in thousands)

      Initial Cost to Company Net Capitalized Costs (Retirements) Subsequent to Acquisition Gross Amount at which Carried at Close of Period     Life on
which
Depreciation
in Latest
Income
Statement is
Computed
      Original
Date of
Construction /
Renovation  
Description Location Encumbrances Land and Improvements Buildings and
Improvements Land and Improvements Buildings and
Improvements Total (1)
Accumulated
Depreciation Date Acquire d

Rental Properties:
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 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
Hollywood Casino Toledo Toledo, OH   —   12,003   144,093   ( 201 ) 11,802   144,093   155,895   71,723   2012 11/1/2013 31
Hollywood Casino Columbus Columbus, OH   —   38,240   188,543   105   38,266   188,622   226,888   97,138   2012 11/1/2013 31
Hollywood Casino at Charles Town Races
Charles Town, WV   —   35,102   233,069   —   35,102   233,069   268,171   184,668   1997/2010 11/1/2013 31
Hollywood Casino at Penn National Race Course
Grantville, PA   —   25,500   161,810   —   25,500   161,810   187,310   117,455   2008/2010 11/1/2013 31
M Resort Henderson,  NV   —   66,104   126,689   149,564   65,668   276,689   342,357   68,611   2009/2012 11/1/2013 30
Hollywood Casino Bangor Bangor, ME   —   12,883   84,257   —   12,883   84,257   97,140   52,589   2008/2012 11/1/2013 31
Zia Park Casino Hobbs, NM   —   9,313   38,947   —   9,313   38,947   48,260   30,236   2005 11/1/2013 31
Hollywood Casino Gulf Coast Bay St. Louis, MS   —   59,388   87,352   ( 229 ) 59,176   87,335   146,511   69,124   1992/2006/ 2011 11/1/2013 40
Argosy Casino Riverside Riverside, MO   —   23,468   143,301   ( 77 ) 23,391   143,301   166,692   94,583   1994/2007 11/1/2013 37
Hollywood Casino Tunica Tunica, MS   —   4,634   42,031   —   4,634   42,031   46,665   35,706   1994/2012 11/1/2013 31
Boomtown Biloxi Biloxi, MS   —   3,423   63,083   ( 137 ) 3,286   63,083   66,369   57,764   1994/2006 11/1/2013 15
Hollywood Casino St. Louis Maryland Heights, MO   —   44,198   177,063   ( 3,239 ) 40,959   177,063   218,022   157,114   1997/2013 11/1/2013 13
Hollywood Casino at Dayton Raceway Dayton, OH   —   3,211   —   86,288   3,211   86,288   89,499   31,649   2014 11/1/2013 31
Hollywood Casino at Mahoning Valley Race Track Youngstown, OH   —   5,683   —   94,314   5,833   94,164   99,997   34,351   2014 11/1/2013 31
Resorts Casino Tunica Tunica, MS —   —   12,860   ( 12,860 ) —   —   —   —   1994/1996/ 2005/2014 5/1/2017 N/A
1 st Jackpot Casino
Tunica, MS —   161   10,100   —   161   10,100   10,261   3,226   1995 5/1/2017 31
Ameristar Black Hawk Black Hawk, CO —   243,092   334,024   25   243,117   334,024   577,141   81,232   2000 4/28/2016 31
Ameristar East Chicago East Chicago, IN —   4,198   123,430   —   4,198   123,430   127,628   32,799   1997 4/28/2016 31
Belterra Casino Resort Florence, IN —   63,420   172,876   —   63,420   172,876   236,296   46,452   2000 4/28/2016 31
Ameristar Council Bluffs Council Bluffs, IA —   84,009   109,027   —   84,009   109,027   193,036   32,871   1996 4/28/2016 31
L'Auberge Baton Rouge Baton Rouge, LA —   205,274   178,426   —   205,274   178,426   383,700   46,214   2012 4/28/2016 31
Boomtown Bossier City Bossier City, LA —   79,022   107,067   —   79,022   107,067   186,089   26,845   2002 4/28/2016 31
L'Auberge Lake Charles Lake Charles, LA —   14,831   310,877   ( 92 ) 14,739   310,877   325,616   83,626   2005 4/28/2016 31
Boomtown New Orleans Boomtown, LA —   46,019   58,258   —   46,019   58,258   104,277   16,099   1994 4/28/2016 31
Ameristar Vicksburg Vicksburg, MS —   128,068   96,106   —   128,068   96,106   224,174   33,590   1994 4/28/2016 31
River City Casino & Hotel St Louis, MO —  8,117   221,038   —  8,117   221,038   229,155   59,204   2010 4/28/2016 31

107

Ameristar Kansas City Kansas City, MO —   239,111   271,598   —   239,111   271,598   510,709   81,073   1997 4/28/2016 31
Ameristar St. Charles St. Charles, MO —   375,596   437,908   —   375,596   437,908   813,504   108,695   1994 4/28/2016 31
Jackpot Properties Jackpot, NV —   48,784   61,550   —   48,784   61,550   110,334   18,837   1954 4/28/2016 31
Plainridge Park Casino
Plainridge, MA —   127,068   123,850   —   127,068   123,850   250,918   28,799   2015 10/15/2018 31
Belterra Park Gaming and Entertainment Center Cincinnati, OH —   11,689   45,995   —   11,689   45,995   57,684   12,613   2013 5/6/2020 31
The Meadows Racetrack and Casino
Washington, PA —   181,532   141,370   ( 2,864 ) 179,598   140,440   320,038   49,711   2006 9/9/2016 31
DraftKings at Casino Queen East St. Louis, IL —   70,716   70,014   8,700   70,716   78,714   149,430   31,350   1999 1/23/2014 31
Tropicana Atlantic City
Atlantic City, NJ —   166,974   392,923   ( 1,067 ) 165,907   392,923   558,830   91,436   1981 10/1/2018 31
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
Tropicana Laughlin
Laughlin, NV —   20,671   80,530   ( 132 ) 20,539   80,530   101,069   20,981   1988 10/1/2018 27
Trop Casino Greenville
Greenville, MS —   —   21,680   —   —   21,680   21,680   5,041   2012 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
Isle Casino Bettendorf Bettendorf, IA —   29,636   85,150   ( 189 ) 29,447   85,150   114,597   13,848   2015 12/18/2020 31
Horseshoe St. Louis St Louis, MO —   26,930   219,070   —   26,930   219,070   246,000   39,028   2005 10/1/2020 31
Hollywood Casino Morgantown Morgantown, PA —   30,253   —   —   30,253   —   30,253   —   2020 10/1/2020 N/A
Hollywood Casino Perryville Perryville, MD —   23,266   31,079   —   23,266   31,079   54,345   22,194   2010 07/1/2021 31
Bally's Dover Casino Resort Dover, DE —   99,106   48,300   —   99,106   48,300   147,406   23,241   1995 06/3/2021 31
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
Bally's Quad Cities Casino & Hotel Rock Island, IL —   36,848   82,010   —   36,848   82,010   118,858   12,180   2007 04/01/2022 31
Hard Rock Hotel & Casino Biloxi, MS —   204,533   195,950   —   204,533   195,950   400,483   19,944   2005 01/03/2023 31
Bally's Tiverton Hotel & Casino Tiverton, RI —   116,622   110,150   —   116,622   110,150   226,772   12,573   2017 01/03/2023 31
Casino Queen Marquette Marquette, IA —   32,032   690   9,728   41,760   690   42,450   438   2000 09/06/2023 6
Bally's Chicago Chicago, IL —   250,745   —   221,102   267,261   204,586   471,847   —   2024 9/11/2024 N/A
Bally's Kansas City Kansas City, MO —   940   96,400   —   940   96,400   97,340   3,360   1996 12/16/2024 31
Bally's Shreveport Shreveport, LA —   190   76,770   —   190   76,770   76,960   3,638   1999 12/16/2024 31
Subtotal —   3,614,326   6,879,507   549,417   3,595,093   7,448,157   11,043,250   2,582,976  
Headquarters Property:
GLPI Corporate Office Wyomissing, PA —   750   8,465   270   750   8,735   9,485   2,826   2014/2015 9/19/2014 31
Other Properties
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)     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.
108

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

Year Ended December 31,
2025 2024 2023
Real Estate: (in thousands)
Balance at the beginning of the period $ 10,585,461   $ 10,347,315   $ 9,626,018  
Acquisitions 285,000   426,562   678,130  
Construction in progress 191,289   39,542   —  
Capital expenditures 113,173   —   43,167  
Dispositions (1)
( 1,890 ) ( 227,958 ) —  
Balance at the end of the period $ 11,173,033   $ 10,585,461   $ 10,347,315  
Accumulated Depreciation:
Balance at the beginning of the period $ ( 2,436,742 ) $ ( 2,178,523 ) $ ( 1,918,083 )
Depreciation expense ( 263,920 ) ( 258,219 ) ( 260,440 )
Additions —   —   —  
Dispositions 1,890   —   —  
Balance at the end of the period $ ( 2,698,772 ) $ ( 2,436,742 ) $ ( 2,178,523 )

(1) The 2024 amount primarily represents the reclassification of the Tropicana Las Vegas Lease to a sales type lease from an operating lease due to a lease         reclassification event due to a change in terms.

109

SCHEDULE IV
MORTGAGE LOANS ON REAL ESTATE
December 31, 2025
(in thousands)

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 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) 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 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)
Mortgage Loans:
Balance at the beginning of the period $ 160,590   $ 39,036  
  Additions during the period:
      New mortgage loans, net of loan origination discount 85,336   125,160  
 Amortization of loan discount 19   —  
  Deductions during the period:
      Collections of principal —   —  
      Change in allowance for credit losses 2,054   ( 3,606 )
Balance at the end of the period $ 247,999   $ 160,590  

110

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.

ITEM 9A.    CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company's management, under the supervision and with the participation of the principal executive officer and principal financial officer, has evaluated the effectiveness of the Company's disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of December 31, 2025, which is the end of the period covered by this Annual Report on Form 10-K. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well-designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of December 31, 2025 the Company's disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in reports it files or submits under the Exchange Act is (i) recorded, processed, summarized, evaluated and reported, as applicable, within the time periods specified in the United States Securities and Exchange Commission's rules and forms and (ii) accumulated and communicated to the Company's management, including the Company's principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.
Management's Report on Internal Control over Financial Reporting
The Company's management is responsible for establishing and maintaining an adequate system of internal control over financial reporting, as defined in Exchange Act Rules 13a-15(f) and 15d-15(f). The Company's management conducted an assessment of the Company's internal control over financial reporting and concluded it was effective as of December 31, 2025. In making this assessment, management used the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013) .
Deloitte & Touche LLP (PCAOB ID No. 34 ), the Company's independent registered accounting firm, issued an audit report on the effectiveness of the Company's internal control over financial reporting as of December 31, 2025, which is included on the following page of this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company's internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the fiscal quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

111

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of
Gaming and Leisure Properties, Inc. and subsidiaries

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Gaming and Leisure Properties, Inc. and subsidiaries (the "Company") as of December 31, 2025, based on criteria established in Internal Control -- Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control -- Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedules as of and for the year ended December 31, 2025, of the Company and our report dated February 19, 2026, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

New York, New York
February 19, 2026

112

ITEM 9B.    OTHER INFORMATION
None .

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.
113

PART III

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item concerning directors is hereby incorporated by reference to the Company's definitive proxy statement for its 2026 Annual Meeting of Shareholders (the "2026 Proxy Statement"), to be filed with the U.S. Securities and Exchange Commission within 120 days after December 31, 2025, pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. Information required by this item concerning executive officers is included in Part I of this Annual Report on Form 10-K.

ITEM 11.    EXECUTIVE COMPENSATION
The information called for in this item is hereby incorporated by reference to the 2026 Proxy Statement.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS
The information called for in this item is hereby incorporated by reference to the 2026 Proxy Statement.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The information called for in this item is hereby incorporated by reference to the 2026 Proxy Statement.

ITEM 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES
The information called for in this item is hereby incorporated by reference to the 2026 Proxy Statement.
114

PART IV

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)    1. Financial Statements. The following is a list of the Consolidated Financial Statements of the Company and its subsidiaries and supplementary data filed as part of Item 8 hereof:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2025 and 2024
Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2025, 2024 and 2023
Consolidated Statements of Changes in Equity for the years ended December 31, 2025, 2024 and 2023
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023
    2. Financial Statement Schedules:
    Schedule III. Real Estate and Accumulated Depreciation as of December 31, 2025
Schedule IV. Mortgage Loans on Real Estate as of December 31, 2025
    3. Exhibits, Including Those Incorporated by Reference.
    The exhibits to this Report are listed on the accompanying index to exhibits and are incorporated herein by reference or are filed as part of this annual report on Form 10-K.

ITEM 16.    FORM 10-K SUMMARY

None.
115

EXHIBIT INDEX
Exhibit Description of Exhibit
2.1  Separation and Distribution Agreement, dated November 1, 2013, by and between Penn National Gaming, Inc. and Gaming and Leisure Properties, Inc. (Incorporated by reference to Exhibit 2.1 to the Company's current report on Form 8-K filed on November 7, 2013).

2.2  Separation and Distribution Agreement, dated April 28, 2016, by and between PNK Entertainment, Inc., Pinnacle Entertainment, Inc. and solely with respect to Article VIII, Gaming and Leisure Properties, Inc. (Incorporated by reference to Exhibit 2.4 to the Company's current report on Form 8-K filed on April 28, 2016).

3.1  Amended and Restated Articles of Incorporation of Gaming and Leisure Properties, Inc. (Incorporated by reference to Exhibit 3.1 to the Company's current report on Form 8-K filed on June 15, 2018).

3.2  Second Amended and Restated Bylaws of Gaming and Leisure Properties, Inc. (Incorporated by reference to Exhibit 3.1 to the Company's current report on Form 8-K filed on December 13, 2023).

4.1  Indenture, dated as of October 30, 2013, among GLP Capital, L.P. and GLP Financing II, Inc., as Issuers, Gaming and Leisure Properties, Inc., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee. (Incorporated by reference to Exhibit 4.1 to the Company's current report on Form 8-K filed on November 1, 2013).

4.2  First Supplemental Indenture, dated as of March 28, 2016, by and among GLP Capital, L.P. and GLP Financing II, Inc., as Issuers and Wells Fargo Bank, National Association, as Trustee. (Incorporated by reference to Exhibit 4.1 to the Company's current report on Form 8-K filed on March 28, 2016).

4.3  Second Supplemental Indenture, dated as of April 28, 2016, by and among GLP Capital, L.P. and GLP Financing II, Inc. as Issuers and Gaming and Leisure Properties, Inc, as Parent Guarantor and Wells Fargo Bank, National Association, as Trustee. (Incorporated by reference to Exhibit 4.3 to the Company's current report on Form 8-K filed on April 28, 2016).

4.4  Third Supplemental Indenture, dated as of April 28, 2016, by and among GLP Capital, L.P. and GLP Financing II, Inc. as Issuers and Gaming and Leisure Properties, Inc. as Parent Guarantor and Wells Fargo Bank, National Association, as Trustee. (Incorporated by reference to Exhibit 4.4 to the Company's current report on Form 8-K filed on April 28, 2016).

4.5  Fourth Supplemental Indenture, dated May 21, 2018, by and among GLP Capital, L.P. and GLP Financing II, Inc. as Issuers, Gaming and Leisure Properties, Inc., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee, relating to the Issuers' 4.375% Senior Notes due 2018. (Incorporated by reference to Exhibit 4.3 to the Company's current report on Form 8-K, filed on May 22, 2018).

4.6  Fifth Supplemental Indenture, dated May 21, 2018, among GLP Capital, L.P. and GLP Financing II, Inc. as Issuers, Gaming and Leisure Properties, Inc., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee, relating to the Issuers' 5.250% Senior Notes due 2025. (Incorporated by reference to Exhibit 4.4 to the Company's current report on Form 8-K, filed on May 22, 2018).

4.7  Sixth Supplemental Indenture, dated May 21, 2018, by and among GLP Capital, L.P. and GLP Financing II, Inc. as Issuers, Gaming and Leisure Properties, Inc., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee, relating to the Issuers' 5.750% Senior Notes due 2028. (Incorporated by reference to Exhibit 4.5 to the Company's current report on Form 8-K, filed on May 22, 2018).

4.8  Seventh Supplemental Indenture, dated as of September 26, 2018, by and among GLP Capital, L.P. and GLP Financing II, Inc. as Issuers, Gaming and Leisure Properties, Inc., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee, relating to the Issuers' 5.300% Senior Notes due 2029. (Incorporated by reference to Exhibit 4.4 to the Company's current report on Form 8-K, filed on September 26, 2018).

4.9  Eighth Supplemental Indenture, dated August 29, 2019, among GLP Capital, L.P. and GLP Financing II, Inc., as issuers, Gaming and Leisure Properties, Inc., as parent guarantor, and Wells Fargo Bank, National Association, as trustee, relating to the issuers’ 3.350% Senior Notes due 2024. (Incorporated by reference to Exhibit 4.3 of the Company's current report on Form 8-K, filed on September 5, 2019).

116

4.10  Ninth Supplemental Indenture, dated August 29, 2019, among GLP Capital, L.P. and GLP Financing II, Inc., as issuers, Gaming and Leisure Properties, Inc., as parent guarantor, and Wells Fargo Bank, National Association, as trustee, relating to the issuers’ 4.000% Senior Notes due 2030. (Incorporated by reference to Exhibit 4.4 of the Company's current report on Form 8-K, filed on September 5, 2019).

4.11  Tenth Supplemental Indenture, dated as of June 25, 2020, among GLP Capital, L.P. and GLP Financing II, Inc., as Issuers, Gaming and Leisure Properties, Inc., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (Incorporated by reference to Exhibit 4.3 of the Company's current report on Form 8-K filed on July 1, 2020).

4.12  Eleventh Supplemental Indenture, dated as of December 13, 2021, among GLP Capital, L.P. and GLP Financing II, Inc., as Issuers, Gaming and Leisure Properties, Inc. as Parent Guarantor, and Computershare Trust Company, N.A. as successor to Wells Fargo Bank, National Association, as Trustee. (Incorporated by reference to Exhibit 4.3 of the Company's current report on Form 8-K filed on December 17, 2021).

4.13  Twelfth Supplemental Indenture, dated as of November 22, 2023, among GLP Capital, L.P. and GLP Financing II, Inc., as Issuers, Gaming and Leisure Properties, Inc., as Parent Guarantor, and Computershare Trust Company, N.A. as successor to Wells Fargo Bank, National Association, as Trustee (Incorporated by reference to Exhibit 4.3 to the Company's current report on Form 8-K filed on November 28, 2023).

4.14  Thirteenth Supplemental Indenture, dated as of August 6, 2024, among GLP Capital, L.P. and GLP Financing II, Inc., as Issuers, Gaming and Leisure Properties, Inc., as Parent Guarantor, and Computershare Trust Company, N.A. as successor to Wells Fargo Bank, National Association, as Trustee (Incorporated by reference to Exhibit 4.3 to the Company's current report on Form 8-K filed on August 12, 2024).

4.15  Fourteenth Supplemental Indenture, dated as of August 6, 2024, among GLP Capital, L.P. and GLP Financing II, Inc., as Issuers, Gaming and Leisure Properties, Inc., as Parent Guarantor, and Computershare Trust Company, N.A. as successor to Wells Fargo Bank, National Association, as Trustee (Incorporated by reference to Exhibit 4.4 to the Company's current report on Form 8-K filed on August 12, 2024).

4.16  Fifteenth Supplemental Indenture, dated as of August 27, 2025, among GLP Capital, L.P. and GLP Financing II, Inc., as Issuers, Gaming and Leisure Properties, Inc., as Parent Guarantor, and Computershare Trust Company, N.A. as successor to Wells Fargo Bank, National Association, as Trustee. (Incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on August 27, 2025).

4.17  Sixteenth Supplemental Indenture, dated as of August 27, 2025, among GLP Capital, L.P. and GLP Financing II, Inc., as Issuers, Gaming and Leisure Properties, Inc., as Parent Guarantor, and Computershare Trust Company, N.A. as successor to Wells Fargo Bank, National Association, as Trustee. (Incorporated by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K filed on August 27, 2025).

4.18  Form of 2026 Note (Incorporated by reference to Exhibit 4.4 and included in Exhibit 4.4 to the Company's current report on Form 8-K filed on April 28, 2016).

4.19  Form of 2025 Note (Incorporated by reference to Exhibit 4.6 and included in Exhibit 4.4 to the Company's current report on Form 8-K, filed on May 22, 2018).

4.20  Form of 2028 Note (Incorporated by reference to Exhibit 4.7 and included in Exhibit 4.5 to the Company's current report on Form 8-K, filed on May 22, 2018).

4.21  Form of 2029 Note (Incorporated by reference to Exhibit 4.8 and included in Exhibit 4.4 to the Company's current report on Form 8-K, filed on September 26, 2018).

4.22  Form of 2024 Note. (Incorporated by reference to Exhibit 4.9 and included in Exhibit 4.3 of the Company's current report on Form 8-K, filed on September 5, 2019).

4.23  Form of 2030 Note (Incorporated by reference to Exhibit 4.10 and included in Exhibit 4.4 of the Company's current report on Form 8-K, filed on September 5, 2019).

4.24  Form of 2031 Note (Incorporated by reference to Exhibit 4.11 and included in Exhibit 4.3 to the Company's current report on Form 8-K filed on August 18, 2020).

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4.25  Form of 2032 Note (Incorporated by reference to Exhibit 4.12 and included in Exhibit 4.3 to the Company's current report on Form 8-K filed on December 17, 2021).

4.26  Form of 2033 Note (Incorporated by reference to Exhibit 4.13 and included in Exhibit 4.3 to the Company's current report on Form 8-K filed on November 28, 2023).

4.27  Form of 2034 Note (Incorporated by reference to Exhibit 4.5 and included in Exhibit 4.3 to the Company's current report on Form 8-K filed on August 12, 2024)

4.28  Form of 2054 Note (Incorporated by reference to Exhibit 4.6 and included in Exhibit 4.4 to the Company's current report on Form 8-K filed on August 12, 2024)

4.29  Form of 2033 Note (Incorporated by reference to Exhibit 4.5 to the Company's Current Report on Form 8-K filed on August 27, 2025).

4.30  Form of 2037 Note (Incorporated by reference to Exhibit 4.6 to the Company's Current Report on Form 8-K filed on August 27, 2025).

4.31* Description of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.

10.1  Master Lease, dated November 1, 2013, by and among GLP Capital L.P. and Penn Tenant, LLC. (Incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K filed on November 7, 2013).

10.2  First Amendment to the Master Lease Agreement, dated as of March 5, 2014, by and among GLP Capital L.P. and Penn Tenant, LLC. (Incorporated by reference to Exhibit 10.1 to the Company's quarterly report on Form 10-Q filed on May 12, 2014).

10.3  Second Amendment to the Master Lease Agreement, dated as of April 18, 2014, by and among GLP Capital L.P. and Penn Tenant, LLC. (Incorporated by reference to Exhibit 10.1 to the Company's quarterly report on Form 10-Q filed on August 1, 2014).

10.4  Third Amendment to the Master Lease Agreement, dated as of September 20, 2016, by and among GLP Capital L.P. and Penn Tenant, LLC. (Incorporated by reference to Exhibit 10.2 to the Company's quarterly report on Form 10-Q filed on November 9, 2016).

10.5  Fourth Amendment to the Master Lease Agreement, dated as of May 1, 2017, by and among GLP Capital L.P. and Penn Tenant, LLC. (Incorporated by reference to Exhibit 10.2 to the Company's quarterly report on Form 10-Q filed on May 3, 2017).

10.6  Fifth Amendment to the Master Lease Agreement, dated as of June 19, 2018, by and among GLP Capital L.P. and Penn Tenant, LLC. (Incorporated by reference to Exhibit 10.3 to the Company's quarterly report on Form 10-Q filed on August 1, 2018).

10.7  Sixth Amendment to the Master Lease Agreement, dated as of August 8, 2018, by and among GLP Capital L.P. and Penn Tenant, LLC. (Incorporated by reference to Exhibit 10.1 to the Company's quarterly report on Form 10-Q filed on November 1, 2018).

10.8  Seventh Amendment to the Master Lease Agreement, dated as of October 31, 2018, by and among GLP Capital L.P. and Penn Tenant, LLC. (Incorporated by reference to Exhibit 10.16 to the Company's annual report on Form 10-K filed on February 13, 2019).

10.9  Eighth Amendment to the Master Lease Agreement, dated as of November 20, 2018, by and among GLP Capital L.P. and Penn Tenant, LLC. (Incorporated by reference to Exhibit 10.17 to the Company's annual report on Form 10-K filed on February 13, 2019).

10.10  Ninth Amendment to the Master Lease Agreement, dated as of January 14, 2022, by and among GLP Capital, L.P. and Penn Tenant, LLC (Incorporated by reference to Exhibit 10.18 to the Company's annual report on Form 10-K filed on February 23, 2023).

10.11  Amended and Restated Master Lease, dated February 21, 2023, by and among GLP Capital, L.P. and Penn Tenant, LLC (Incorporated by reference to Exhibit 10.19 to the Company's annual report on Form 10-K filed on February 23, 2023).

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10.12  Master Lease, dated February 21, 2023, by and among GLP Capital, L.P., Penn Tenant LLC, Penn Cecil Maryland, LLC, and PNK Development 33, LLC (Incorporated by reference to Exhibit 10.20 to the Company's annual report on Form 10-K filed on February 23, 2023).

10.13  Master Lease, dated April 28, 2016, by and among Gold Merger Sub, LLC (as successor to Pinnacle Entertainment, Inc.) and Pinnacle MLS, LLC. (Incorporated by reference to Exhibit 2.3 to the Company's current report on Form 8-K filed on April 28, 2016).

10.14  First Amendment to the Master Lease, dated August 29, 2016, by and among Gold Merger Sub, LLC (as successor to Pinnacle Entertainment, Inc.) and Pinnacle MLS, LLC. (Incorporated by reference to Exhibit 10.1 to the Company's quarterly report on Form 10-Q filed on November 9, 2016).

10.15  Second Amendment to the Master Lease, dated October 25, 2016, by and among Gold Merger Sub, LLC (as successor to Pinnacle Entertainment, Inc.) and Pinnacle MLS, LLC. (Incorporated by reference to Exhibit 10.13 to the Company's annual report on Form 10-K filed on February 22, 2017).

10.16  Third Amendment to the Master Lease, dated March 24, 2017, by and among Gold Merger Sub, LLC (as successor to Pinnacle Entertainment, Inc.) and Pinnacle MLS, LLC. (Incorporated by reference to Exhibit 10.1 to the Company's quarterly report on Form 10-Q filed on May 3, 2017).

10.17  Fourth Amendment to the Master Lease, dated October 15, 2018, by and between Gold Merger Sub, LLC (as successor to Pinnacle Entertainment, Inc.) and Pinnacle MLS, LLC. (Incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K, filed on October 16, 2018).

10.18  Fifth Amendment to the Master Lease, dated January 14, 2022, by and among Gold Merger Sub, LLC (as successor to Pinnacle Entertainment, Inc.) and Pinnacle MLS, LLC (Incorporated by reference to Exhibit 10.26 to the Company's annual report on Form 10-K filed on February 23, 2023).

10.19  Master Lease Agreement, dated October 15, 2018, by and between Gold Merger Sub, LLC and Boyd TCIV, LLC. (Incorporated by reference to Exhibit 10.2 to the Company's current report on Form 8-K, filed on October 16, 2018).

10.20  Tax Matters Agreement, dated as of November 1, 2013, by and among Penn National Gaming, Inc. and Gaming and Leisure Properties, Inc. (Incorporated by reference to Exhibit 10.2 to the Company's current report on Form 8-K filed on November 7, 2013).

10.21  Tax Matters Agreement, dated as of July 20, 2015, by and among Pinnacle Entertainment, Inc. and Gaming and Leisure Properties, Inc. (Incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K filed on July 22, 2015).

10.22 #   Gaming and Leisure Properties, Inc.’s Second Amended and Restated 2013 Long-Term Incentive Compensation Plan (Incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A, filed April 29, 2020).

10.23 # Gaming and Leisure Properties, Inc. Amended and Restated 2013 Long-Term Incentive Compensation Plan (Incorporated by reference to Exhibit 10.1 to the Company's quarterly report on Form 10-Q, filed on July 24, 2025).

10.24 # Form of Restricted Stock Award under the Gaming and Leisure Properties, Inc. 2013 Long-Term Incentive Compensation Plan for Awards issued after January 1, 2020. (Incorporated by reference to Exhibit 10.30 to the Company's annual report on Form 10-K filed on February 24, 2022).

10.25 # Form of Restricted Stock Award under the Gaming and Leisure Properties, Inc. Second Amended and Restated 2013 Long-Term Incentive Compensation Plan for Awards issued after January 1, 2021. (Incorporated by reference to Exhibit 10.31 to the Company's annual report on Form 10-K filed on February 24, 2022).

10.26 # Form of Director Restricted Stock Award with Quarterly Vesting under the Gaming and Leisure Properties, Inc. 2013 Long-Term Incentive Compensation Plan for Awards issued after January 1, 2020. (Incorporated by reference to Exhibit 10.32 to the Company's annual report on Form 10-K filed on February 24, 2022).

10.27 # Form of Director Restricted Stock Award under the Gaming and Leisure Properties, Inc. Second Amended and Restated 2013 Long-Term Incentive Compensation Plan for Awards Issued after January 1, 2022. (Incorporated by reference to Exhibit 10.33 to the Company's annual report on Form 10-K filed on February 24, 2022).

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10.28 # Form of Performance Restricted Stock Award MSCI under the Gaming and Leisure Properties, Inc. 2013 Long-Term Incentive Compensation Plan for Awards issued after January 1, 2020. (Incorporated by reference to Exhibit 10.34 to the Company's annual report on Form 10-K filed on February 24, 2022).

10.29 # Form of Performance Restricted Stock Award MSCI under the Gaming and Leisure Properties, Inc. Second Amended and Restated 2013 Long-Term Incentive Compensation Plan for Awards Issued after January 1, 2021. (Incorporated by reference to Exhibit 10.35 to the Company's annual report on Form 10-K filed on February 24, 2022).

10.30 # Form of Performance Restricted Stock Award NNN under the Gaming and Leisure Properties, Inc. 2013 Long-Term Incentive Compensation Plan for Awards issued in 2020. (Incorporated by reference to Exhibit 10.36 to the Company's annual report on Form 10-K filed on February 24, 2022).

10.31 # Form of Perfor mance Restricted Stock Award NNN under the Gaming and Leisure Properties, Inc. Second Amended and Restated 2013 Long-Term Incentive Compensation Plan for Awards issued in 2021. (Incorporated by reference to Exhibit 10.37 to the Company's annual report on Form 10-K filed on February 24, 2022).

10.32 # Form of Performance Restricted Stock Award NNN under the Gaming and Leisure Properties, Inc. Second Amended and Restated 2013 Long-Term Incentive Compensation Plan for Awards issued in 2022. (Incorporated by reference to Exhibit 10.38 to the Company's annual report on Form 10-K filed on February 24, 2022).

10.33 # Form of Performance Restricted Stock Award NNN under the Gaming and Leisure Properties, Inc. Second Amended and Restated 2013 Long-Term Incentive Compensation Plan for Awards issued in 2023. (Incorporated by reference to Exhibit 10.39 to the Company's annual report on Form 10-K filed on February 27, 2024).

10.34 # Form of Performance Restricted Stock Award NNN under the Gaming and Leisure Properties, Inc. Second Amended and Restated 2013 Long-Term Incentive Compensation Plan for Awards issued in 2024. (Incorporated by reference to Exhibit 10.36 to the Company's annual report on Form 10-K filed on February 20, 2025).

10.35 # Form of Performance Restricted Stock Award NNN under the Gaming and Leisure Properties, Inc. Second Amended and Restated 2013 Long-Term Incentive Compensation Plan for Awards issued in 2025. (Incorporated by reference to Exhibit 10.37 to the Company's annual report on Form 10-K filed on February 20, 2025).

10.36 #* Form of Performance Restricted Stock Award NNN under the Gaming and Leisure Properties, Inc. Second Amended and Restated 2013 Long-Term Incentive Compensation Plan for Awards issued in 2026.

10.37 # Form on Time Based LTIP Unit Award Agreement under the Gaming and Leisure Properties, Inc. Second Amended and Restated 2013 Long Term Incentive Compensation Plan. (Incorporated by reference to Exhibit 10.33 to the Company's annual report on Form 10-K filed on February 20, 2025).

10.38 # Form of Performance LTIP Unit Award Agreement - MSCI Index under the Gaming and Leisure Properties, Inc. Second Amended and Restated 2013 Long-Term Incentive Compensation Plan for Awards issued in 2025. (Incorporated by reference to Exhibit 10.34 to the Company's annual report on Form 10-K filed on February 20, 2025).

10.39 #* Form of Performance LTIP Unit Award Agreement - MSCI Index under the Gaming and Leisure Properties, Inc. Second Amended and Restated 2013 Long-Term Incentive Compensation Plan for Awards issued in 2026.

10.40 # Form of Performance LTIP Unit Award Agreement NNN under the Gaming and Leisure Properties, Inc. Second Amended and Restated 2013 Long-Term Incentive Compensation Plan for Awards issued in 2025. (Incorporated by reference to Exhibit 10.35 to the Company's annual report on Form 10-K filed on February 20, 2025).

10.41 #* Form of Performance LTIP Unit Award Agreement NNN under the Gaming and Leisure Properties, Inc. Second Amended and Restated 2013 Long-Term Incentive Compensation Plan for Awards issued in 2026.

10.42 # Gaming and Leisure Properties, Inc. Executive Change in Control and Severance Plan. (Incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K, filed on February 4, 2019).

10.43  Second Amended and Restated Master Lease by and among GLP Capital, L.P., as landlord, and Tropicana Entertainment, Inc., IOC Black Hawk Country, Inc. and Isle of Capri Bettendorf, L.L.C., as tenant, dated December 18, 2020. (Incorporated by reference to Exhibit 10.40 to the Company's annual report on Form 10-K filed on February 24, 2022).

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10.44  Separation Agreement dated July 27, 2020 by and between the Company and Steven T. Snyder (Incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K filed on July 29, 2020).

10.45  Amended and Restated Agreement of Limited Partnership of GLP Capital, L.P., dated as of December 29, 2021 (Incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K filed on December 29, 2021).

10.46  Credit Agreement dated as of May 13, 2022 by and among GLP Capital, L.P., Wells Fargo Bank, National Association, as administrative agent, and the other agents and lenders party thereto from time to time (Incorporated by reference to Exhibit 10.1 to the Company's quarterly report on Form 10-Q filed on July 28, 2022).

10.47  Term Loan Credit Agreement, dated as of September 2, 2022, by and among GLP Capital, L.P., Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on September 8, 2022).

10.48  Amendment No. 1 to Credit Agreement, dated as of September 2, 2022, by and among GLP Capital, L.P., Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (Incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on September 8, 2022).

10.49  Amendment No 2. to Credit Agreement, dated as of December 2, 2024, by and among GLP Capital, L.P., Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (Incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on December 4, 2024)

10.50  Binding Term Sheet, dated July 11, 2024, by and between GLP Capital, L.P. and Bally's Corporation (Incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K filed on July 12, 2024).

10.51 Separation Agreement and Release by and between the Company and Matthew Demchyk (Incorporated by reference to Exhibit 10.1 to the Company's quarterly report on Form 10-Q filed on October 30, 2025).

19.1  Gaming and Leisure Properties, Inc. Policy Statement on Trading in Company Securities (Incorporated by reference to Exhibit 19.1 to the Company's 10-K filed on February 27, 2024).

21* Subsidiaries of the Registrant.

22.1* List of Subsidiary Issuers of Guaranteed Securities.

23.1* Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.

31.1* Principal Executive Officer Certification pursuant to rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.

31.2* Principal Financial Officer Certification pursuant to rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.

32.1* Principal Executive Officer Certification pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes - Oxley Act of 2002.

32.2* Principal Financial Officer Certification pursuant to 18 U.S.C Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes - Oxley Act of 2022.

97.1  Gaming and Leisure Properties, Inc. Policy Regarding the Mandatory Recovery of Compensation (Incorporated by reference to Exhibit 97.1 to the Company's 10-K filed on February 27, 2024)

101    The following financial information from Gaming and Leisure Properties, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL: (i) Consolidated Balance Sheets, ii) Consolidated Statements of Operations and Comprehensive Income, (iii) Consolidated Statements of Changes in Equity, (iv) Consolidated Statements of Cash Flows and (v) Notes to the Consolidated Financial Statements.

104  The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL and contained in Exhibit 101.

#    Compensation plans and arrangements for executives and others.
*    Filed herewith.
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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

    GAMING AND LEISURE PROPERTIES, INC.
    By:   /s/ PETER M. CARLINO
Peter M. Carlino
  Chairman of the Board and
Chief Executive Officer

Dated: February 19, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature   Title   Date
         
/s/ PETER M. CARLINO
  Chairman of the Board and Chief Executive Officer (Principal Executive Officer)   February 19, 2026
Peter M. Carlino

/s/ DESIREE A. BURKE Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) February 19, 2026
Desiree A. Burke

/s/ CAROL LYNTON
Director February 19, 2026
Carol Lynton

/s/ JOSEPH W. MARSHALL
  Director   February 19, 2026
Joseph W. Marshall

/s/ JAMES B. PERRY
Director February 19, 2026
James B. Perry

/s/ MICHAEL BOROFSKY Director February 19, 2026
Michael Borofsky

/s/ EARL C. SHANKS
Director February 19, 2026
Earl C. Shanks

/s/ E. SCOTT URDANG
  Director   February 19, 2026
E. Scott Urdang

/s/ DEBRA MARTIN CHASE Director February 19, 2026
Debra Martin Chase

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