SEC EDGAR · 10-Q
10-Q – 2025-10-30 – glpi-20250930.htm

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Omsättning
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 63
Investment in leases, financing receivables, net 2,312,640 2,333,114 | Investment in leases, sales-type, net 248,325 254,821 | Real estate loans, net 176,882 160,590
Long-term debt, net of unamortized debt issuance costs, bond premiums and original issuance discounts 7,201,213 7,735,877 | Deferred rental revenue 208,075 228,508
Income from investment in leases, financing receivables 48,066 47,503 143,756 137,782 | Income from sales-type lease 3,767 1,240 11,289 1,240 | Interest income from real estate loans 4,022 3,354 11,142 6,268
Capital project and maintenance expenditures ( 57,451 ) ( 15,935 ) | Proceeds from sales of property, net of costs 125 1,798 | Fundings for the Tropicana Las Vegas Lease — ( 48,550 )
In late August 2024, the Company funded $ 48.5 million to Bally's that was used to pay for the demolition costs of the Tropicana Las Vegas as part of the development plans for the Stadium and annual rent was increased by $ 4.1 million as a result. The change in rent terms resulted in a lease reconsideration event that resulted in the lease being classified as a sales type lease, whereas previously it was accounted for as an operating lease.
The preparation of financial statements in conformity with 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 could differ from those estimates.
Certain of the Company's leases are recorded as an Investment in leases, financing receivables, net, as the sale lease back transactions were accounted for as failed sale leasebacks due to the leases' significant initial lease terms. Additionally, in 2024, the Company reassessed the Tropicana Las Vegas Lease 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
EBITDA
• The Coverage ratio is a defined term in each respective lease agreement with our tenants and represents the ratio of Adjusted EBITDAR to rent expense for the properties contained within each lease. Adjusted EBITDAR is defined in each respective lease but is generally consistent with the Company's definition of Adjusted EBITDA as described in the Results of Operations section of this Management Discussion and Analysis, plus rent expense paid to GLPI.
FFO, AFFO and Adjusted EBITDA
Funds From Operations ("FFO"), Adjusted Funds From Operations ("AFFO") and Adjusted EBITDA are non-U.S. generally accepted accounting principles ("GAAP") financial measures used by the Company as performance measures for benchmarking against the Company’s peers and as internal measures of business operating performance, which is used as a bonus metric. These metrics are presented assuming full conversion of limited partnership units to common shares and therefore before the income statement impa
FFO, AFFO and Adjusted EBITDA are non-GAAP financial measures that are considered supplemental measures for the real estate industry and a supplement to GAAP measures. The National Association of Real Estate Investment Trusts defines FFO as net income (computed in accordance with GAAP), excluding (gains) or losses from dispositions of property, net of tax and real estate depreciation. We define AFFO as FFO excluding, as applicable to the particular period, stock based compensation expense; the a
credit losses, net, reduced by capital maintenance expenditures. Finally, we define Adjusted EBITDA as net income excluding, as applicable to the particular period, interest, net; income tax expense; real estate depreciation; other depreciation; (gains) or losses from dispositions of property, net of tax; stock based compensation expense; straight-line rent and deferred rent adjustments; amortization of land rights; accretion on Investment in leases, financing receivables; non-cash adjustments t
FFO, AFFO and Adjusted EBITDA are not recognized terms under GAAP. These non-GAAP financial measures: (i) do not represent cash flows from operations as defined by GAAP; (ii) should not be considered as an alternative to net income as a measure of operating performance or to cash flows from operating, investing and financing activities; and (iii) are not alternatives to cash flows as a measure of liquidity. In addition, these measures should not be viewed as an indication of our ability to fund
The reconciliation of the Company’s net income per GAAP to FFO, AFFO, and Adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024 is as follows: | Three Months Ended
Capitalized interest 3,652 857 10,668 857 | Adjusted EBITDA $ 366,358 $ 346,405 $ 1,087,959 $ 1,020,277
Periodens resultat
Income tax expense 560 515 1,669 1,564 | Net income $ 248,481 $ 190,100 $ 575,000 $ 584,038 | Net income attributable to non-controlling interest in the Operating Partnership ( 7,290 ) ( 5,406 ) ( 17,186 ) ( 16,630 )
Net income $ 248,481 $ 190,100 $ 575,000 $ 584,038 | Net income attributable to non-controlling interest in the Operating Partnership ( 7,290 ) ( 5,406 ) ( 17,186 ) ( 16,630 ) | Net income attributable to common shareholders $ 241,191 $ 184,694 $ 557,814 $ 567,408
Net income attributable to non-controlling interest in the Operating Partnership ( 7,290 ) ( 5,406 ) ( 17,186 ) ( 16,630 ) | Net income attributable to common shareholders $ 241,191 $ 184,694 $ 557,814 $ 567,408
Other comprehensive income | Net income 248,481 190,100 575,000 584,038 | Reclassification of derivative gain to interest expense ( 9 ) — ( 9 ) —
Distributions to non-controlling interest — — — — — ( 6,341 ) ( 6,341 ) | Net income | — — — 165,184 — 5,170 170,354
Distributions to non-controlling interest — — — — — ( 6,508 ) ( 6,508 ) | Net income | — — — 151,439 — 4,726 156,165
Distributions to non-controlling interest — — — — — ( 6,492 ) ( 6,492 ) | Net income — — — 241,191 — 7,290 248,481 | Balance, September 30, 2025 283,008,342 $ 2,830 $ 6,609,678 $ ( 2,037,129 ) $ 927 $ 379,545 $ 4,955,851
Distributions to non-controlling interest — — — — ( 6,147 ) ( 6,147 ) | Net income | — — — 174,464 5,062 179,526
Resultat per aktie
11. 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. Specific
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 three and nine months ended September 30, 2025 and 2024:
The following table presents the calculation of basic and diluted EPS for the Company’s common stock for the three and nine months ended September 30, 2025 and 2024:
(in thousands, except per share data) | Calculation of basic EPS: | Net income attributable to common shareholders $ 241,191 $ 184,694 $ 557,814 $ 567,408
Less: Net income allocated to participating securities ( 210 ) ( 124 ) ( 572 ) ( 300 ) | Net income for earnings per share purposes $ 240,981 $ 184,570 $ 557,242 $ 567,108 | Weighted-average common shares outstanding 283,008 273,788 278,454 272,265
Weighted-average common shares outstanding 283,008 273,788 278,454 272,265 | Basic EPS $ 0.85 $ 0.67 $ 2.00 $ 2.08
Calculation of diluted EPS: | Net income attributable to common shareholders $ 241,191 $ 184,694 $ 557,814 $ 567,408
Kassaflöde
Reclassification of derivative gain to interest expense ( 9 ) — ( 9 ) — | Gain on cash flow hedges 103 — 967 — | Comprehensive income 248,575 190,100 575,958 584,038
— — — ( 220,933 ) — — ( 220,933 ) | Gain on cash flow hedges — — — — 837 27 864 | Issuance of operating partnership units — — — — — — —
— — — ( 220,940 ) — — ( 220,940 ) | Gain on cash flow hedges — — — — 99 4 103 | Reclassification of derivative gain on cash flow hedges to interest expense — — — — ( 9 ) — ( 9 )
Gain on cash flow hedges — — — — 99 4 103 | Reclassification of derivative gain on cash flow hedges to interest expense — — — — ( 9 ) — ( 9 ) | Distributions to non-controlling interest — — — — — ( 6,492 ) ( 6,492 )
Amortization of items charged to interest expense 9,884 8,172 | Amortization of gain on cash flow hedges ( 9 ) — | Accretion on financing receivables ( 20,753 ) ( 21,753 )
See accompanying notes to the condensed consolidated financial statements and Note 14 for supplemental cash flow information and noncash investing and financing activities.
The Company seeks to provide an opportunity to invest in the growth opportunities afforded by the gaming industry, with the stability and cash flow opportunities of a REIT. GLPI’s primary business consists of acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease arrangements. Under these arrangements, in addition to rent, the tenants are required to pay the following executory costs: (1) all facility maintenance, (2) all insurance required in
During the nine month period ended September 30, 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.
Likvida medel
Right-of-use assets and land rights, net 1,077,052 1,091,783 | Cash and cash equivalents 751,715 462,632
Net cash used in financing activities ( 830,573 ) 206,942 | Net increase/(decrease) in cash and cash equivalents 289,083 ( 189,848 ) | Cash and cash equivalents at beginning of period 462,632 683,983
Net increase/(decrease) in cash and cash equivalents 289,083 ( 189,848 ) | Cash and cash equivalents at beginning of period 462,632 683,983 | Cash and cash equivalents at end of period $ 751,715 $ 494,135
Cash and cash equivalents at beginning of period 462,632 683,983 | Cash and cash equivalents at end of period $ 751,715 $ 494,135
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.
Financial assets: | Cash and cash equivalents | $ 751,715 $ 751,715 $ 462,632 $ 462,632
Nettoskuld
Net income $ 575,000 $ 584,038 | Adjustments to reconcile net income to net cash provided by operating activities: | Depreciation and amortization 214,530 205,221
Other liabilities 5,493 7,053 | Net cash provided by operating activities 786,173 780,357 | Investing activities
Maturities of held to maturity investment securities 549,995 340,975 | Net cash provided by (used in) investing activities 333,483 ( 1,177,147 ) | Financing activities
Premium and related costs paid on debt extinguishment ( 2,947 ) — | Net cash used in financing activities ( 830,573 ) 206,942 | Net increase/(decrease) in cash and cash equivalents 289,083 ( 189,848 )
During the three month period ended September 30, 2025, the Company issued $1.3 billion in senior unsecured notes (See Note 7 for additional details) and terminated the interest rate swaps described above. The Company received a net cash payment of approximately $1.0 million which will be recognized as a reduction in interest expense over 10 years.
On May 2, 2025, the Company entered into a new continuous equity offering program under which the Company may sell up to an aggregate of $ 1.25 billion of its common stock from time to time through a sales agent in "at the market" offerings (the "2025 ATM Program"). 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 C
Net cash provided by operating activities was $786.2 million and $780.4 million during the nine months ended September 30, 2025 and 2024, respectively. The increase in net cash provided by operating activities of $5.8 million for the nine months ended September 30, 2025, as compared to the corresponding period in the prior year, was primarily comprised of an increase in cash receipts from customers of $70.0 million along with decreases in cash paid for taxes of $1.0 million, an increase in inter
Investing activities provided cash of $333.5 million and used cash of $1,177.1 million during the nine months ended September 30, 2025 and 2024, respectively. Net cash provided by investing activities during the nine months ended September 30, 2025 primarily consisted of the maturity of zero coupon U.S. Treasury Bills totaling $550.0 million, partially offset by Ione Loan fundings of $24.2 million, the acquisition of land and buildings related to the Joliet landside development of $135.0 million
Eget kapital
The condensed 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 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
Antal aktier
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ | Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. | Title October 24, 2025
The condensed 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 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
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. Specific
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 three and nine months ended September 30, 2025 and 2024:
Determination of shares: | Weighted-average common shares outstanding 283,008 273,788 278,454 272,265
Dilution attributable to equity forward contract 132 344 56 5 | Diluted weighted-average common shares outstanding 283,503 274,798 278,801 272,851
Net income for earnings per share purposes $ 240,981 $ 184,570 $ 557,242 $ 567,108 | Weighted-average common shares outstanding 283,008 273,788 278,454 272,265 | Basic EPS $ 0.85 $ 0.67 $ 2.00 $ 2.08
Net income attributable to common shareholders $ 241,191 $ 184,694 $ 557,814 $ 567,408 | Diluted weighted-average common shares outstanding 283,355 274,798 278,683 272,851 | Diluted EPS $ 0.85 $ 0.67 $ 2.00 $ 2.08
Antal anställda
Net cash provided by operating activities was $786.2 million and $780.4 million during the nine months ended September 30, 2025 and 2024, respectively. The increase in net cash provided by operating activities of $5.8 million for the nine months ended September 30, 2025, as compared to the corresponding period in the prior year, was primarily comprised of an increase in cash receipts from customers of $70.0 million along with decreases in cash paid for taxes of $1.0 million, an increase in inter
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Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM  10-Q  
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from          to          
Commission File Number:  001-36124  
Gaming and Leisure Properties, Inc.
(Exact name of registrant as specified in its charter)  
Pennsylvania 46-2116489
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

  845 Berkshire Blvd., Suite 200
Wyomissing , PA 19610
(Address of principal executive offices) (Zip Code)
 
610 - 401-2900
(Registrant’s telephone number, including area code)
  Not Applicable
(Former name, former address, and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $.01 per share GLPI Nasdaq

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒   No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes   ☒  No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act:
 
Large accelerated filer   ☒ Accelerated filer  ☐
Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ☐  No ☒  
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Title October 24, 2025
Common Stock, par value $.01 per share 283,008,342

Table of Contents

GAMING AND LEISURE PROPERTIES, INC. AND SUBSIDIARIES
 
TABLE OF CONTENTS
 
PART I.
FINANCIAL INFORMATION
3

     
ITEM 1.
FINANCIAL STATEMENTS
3

  Condensed Consolidated Balance Sheets - September 30, 2025 and December 31, 202 4
3

  Condensed Consolidated Statements of Operations and Comprehensive Income - Three and Nine Months Ended September 30, 2025 and 2024
4

  Condensed Consolidated Statements of Changes in Equity - Three and Nin e Months Ended September 30, 2025 and 2024
5

  Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2025 and 2024
7

  Notes to the Condensed Consolidated Financial Statements
9

     
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
36

     
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
61

     
ITEM 4.
CONTROLS AND PROCEDURES
62

     
PART II.
OTHER INFORMATION
63

     
ITEM 1.
LEGAL PROCEEDINGS
63

     
ITEM 1A.
RISK FACTORS
63

     
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
63

     
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
63

     
ITEM 4.
MINE SAFETY DISCLOSURES
63

     
ITEM 5.
OTHER INFORMATION
63

     
ITEM 6.
EXHIBITS
64

     
SIGNATURE
  65

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Gaming and Leisure Properties, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in thousands, except share data)
 
September 30,
2025 December 31,
2024
(unaudited)
Assets
Real estate investments, net $ 8,140,928   $ 8,148,719  
Investment in leases, financing receivables, net 2,312,640   2,333,114  
Investment in leases, sales-type, net 248,325   254,821  
Real estate loans, net 176,882   160,590  

Right-of-use assets and land rights, net 1,077,052   1,091,783  
Cash and cash equivalents 751,715   462,632  

Held to maturity investment securities —   560,832  
Other assets 79,029   63,458  
Total assets $ 12,786,571   $ 13,075,949  

Liabilities
Accounts payable and accrued expenses $ 6,704   $ 5,802  

Accrued interest 55,023   105,752  
Accrued salaries and wages 8,446   7,154  

Operating lease liabilities 243,095   244,973  
Financing lease liabilities 61,105   60,788  
Long-term debt, net of unamortized debt issuance costs, bond premiums and original issuance discounts 7,201,213   7,735,877  
Deferred rental revenue 208,075   228,508  

Other liabilities 47,059   41,571  
Total liabilities 7,830,720   8,430,425  

Commitments and Contingencies (Note 9)

Equity

Preferred stock ($ .01 par value, 50,000,000 shares authorized, no shares issued or outstanding at September 30, 2025 and December 31, 2024)
—   —  
Common stock ($ .01 par value, 500,000,000 shares authorized, 283,008,342 and 274,422,549 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively)
2,830   2,744  
Additional paid-in capital 6,609,678   6,209,827  
Accumulated deficit ( 2,037,129 ) ( 1,944,009 )
Accumulated other comprehensive income 927   —  
Total equity attributable to Gaming and Leisure Properties 4,576,306   4,268,562  
Noncontrolling interests in GLPI's Operating Partnership ( 8,224,939 units outstanding at September 30, 2025 and December 31, 2024, respectively)
379,545   376,962  
Total equity 4,955,851   4,645,524  
Total liabilities and equity $ 12,786,571   $ 13,075,949  

 
See accompanying notes to the condensed consolidated financial statements.

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Gaming and Leisure Properties, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations and Comprehensive Income
(in thousands, except per share data)
(unaudited)
 

  Three Months Ended September 30, Nine Months Ended September 30,
  2025 2024 2025 2024
Revenues        
Rental income $ 341,755   $ 333,244   $ 1,021,534   $ 996,641  

Income from investment in leases, financing receivables 48,066   47,503   143,756   137,782  
Income from sales-type lease 3,767   1,240   11,289   1,240  
Interest income from real estate loans 4,022   3,354   11,142   6,268  
Total income from real estate
397,610   385,341   1,187,721   1,141,931  

Operating expenses        

Land rights and ground lease expense 13,785   11,758   41,282   35,446  
General and administrative 16,552   13,472   51,172   45,209  
Gains from dispositions of property —   ( 3,790 ) ( 125 ) ( 3,790 )

Depreciation 67,473   64,771   201,720   195,393  
   Provision (benefit) for credit losses, net ( 37,363 ) 27,686   55,611   47,194  
Total operating expenses 60,447   113,897   349,660   319,452  
Income from operations 337,163   271,444   838,061   822,479  

Other income (expenses)        
Interest expense ( 94,059 ) ( 95,705 ) ( 281,265 ) ( 269,050 )
Interest income 9,720   14,876   23,656   32,173  
   Loss on debt extinguishment ( 3,783 ) —   ( 3,783 ) —  
Total other expenses ( 88,122 ) ( 80,829 ) ( 261,392 ) ( 236,877 )

Income before income taxes 249,041   190,615   576,669   585,602  
Income tax expense 560   515   1,669   1,564  
Net income $ 248,481   $ 190,100   $ 575,000   $ 584,038  
Net income attributable to non-controlling interest in the Operating Partnership ( 7,290 ) ( 5,406 ) ( 17,186 ) ( 16,630 )
Net income attributable to common shareholders $ 241,191   $ 184,694   $ 557,814   $ 567,408  

Earnings per common share:        
Basic earnings attributable to common shareholders $ 0.85   $ 0.67   $ 2.00   $ 2.08  
Diluted earnings attributable to common shareholders $ 0.85   $ 0.67   $ 2.00   $ 2.08  

Other comprehensive income
Net income 248,481   190,100   575,000   584,038  
Reclassification of derivative gain to interest expense ( 9 ) —   ( 9 ) —  
Gain on cash flow hedges 103   —   967   —  
Comprehensive income 248,575   190,100   575,958   584,038  
Comprehensive income attributable to non-controlling interest in the Operating Partnership ( 7,293 ) ( 5,406 ) ( 17,216 ) ( 16,630 )
Comprehensive income attributable to common shareholders 241,282   184,694   558,742   567,408  

 
See accompanying notes to the condensed consolidated financial statements.

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Gaming and Leisure Properties, Inc. and Subsidiaries
Condensed Consolidated Statements of Changes in Equity
(in thousands, except share data)
(unaudited)
 
  Common Stock Additional
Paid-In
Capital Accumulated
Deficit Accumulated Other Comprehensive Income Noncontrolling Interest Operating Partnership Total
Equity
  Shares Amount
Balance, December 31, 2024 274,422,549   $ 2,744   $ 6,209,827   $ ( 1,944,009 ) —   $ 376,962   $ 4,645,524  

Restricted stock and LTIP unit activity 410,450   4   ( 9,478 ) —  —  3,526   ( 5,948 )
Dividends paid ($ 0.76 per common share)
—  —  —  ( 209,061 ) —  —  ( 209,061 )

Distributions to non-controlling interest —  —  —  —  —  ( 6,341 ) ( 6,341 )
Net income
—  —  —  165,184   —  5,170   170,354  
Balance, March 31, 2025 274,832,999   $ 2,748   $ 6,200,349   $ ( 1,987,886 ) $ —   $ 379,317   $ 4,594,528  
Issuance of common stock, net of costs 8,170,387   82   402,956   —  —  —  403,038  
Restricted stock and LTIP unit activity 4,153   —   5,286   —  —  870   6,156  
Dividends paid ($ 0.78 per common share)
—  —  —  ( 220,933 ) —  —  ( 220,933 )
Gain on cash flow hedges —  —  —  —  837   27   864  
Issuance of operating partnership units —  —  —  —  —  —   —  
Distributions to non-controlling interest —  —  —  —  —  ( 6,508 ) ( 6,508 )
Net income
—  —  —  151,439   —  4,726   156,165  
Balance, June 30, 2025 283,007,539   $ 2,830   $ 6,608,591   $ ( 2,057,380 ) $ 837   $ 378,432   $ 4,933,310  
Issuance of common stock, net of costs —   —   ( 136 ) —  —  —  ( 136 )
Restricted stock and LTIP unit activity 803   —   1,223   —  —  311   1,534  
Dividends paid ($ 0.78 per common share)
—  —  —  ( 220,940 ) —  —  ( 220,940 )
Gain on cash flow hedges —  —  —  —  99   4   103  
Reclassification of derivative gain on cash flow hedges to interest expense —  —  —  —  ( 9 ) —   ( 9 )
Distributions to non-controlling interest —  —  —  —  —  ( 6,492 ) ( 6,492 )
Net income —  —  —  241,191   —  7,290   248,481  
Balance, September 30, 2025 283,008,342   $ 2,830   $ 6,609,678   $ ( 2,037,129 ) $ 927   $ 379,545   $ 4,955,851  

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Table of Contents

  Common Stock Additional
Paid-In
Capital Accumulated
Deficit Noncontrolling Interest Operating Partnership Total
Equity
  Shares Amount
Balance, December 31, 2023 270,922,719   $ 2,709   $ 6,052,109   $ ( 1,897,913 ) $ 352,049   $ 4,508,954  
Issuance of common stock, net of costs 181,971   2   9,014   —  —  9,016  
Restricted stock activity
395,894   4   ( 6,593 ) —  —  ( 6,589 )
Dividends paid ($ 0.76 per common share)
—  —  —  ( 206,578 ) —  ( 206,578 )
Issuance of operating partnership units —  —  —  —  19,635   19,635  
Distributions to non-controlling interest —  —  —  —  ( 6,147 ) ( 6,147 )
Net income
—  —  —  174,464   5,062   179,526  
Balance, March 31, 2024 271,500,584   $ 2,715   $ 6,054,530   $ ( 1,930,027 ) $ 370,599   $ 4,497,817  

Restricted stock activity
—   —   5,426   —  —  5,426  
Dividends paid ($ 0.76 per common share)
—  —  —  ( 206,583 ) —  ( 206,583 )

Distributions to non-controlling interest —  —  —  —  ( 6,147 ) ( 6,147 )
Net income
—  —  —  208,250   6,162   214,412  
Balance, June 30, 2024 271,500,584   $ 2,715   $ 6,059,956   $ ( 1,928,360 ) $ 370,614   $ 4,504,925  
Issuance of common stock, net of costs 2,890,166   29   139,175   —  —  139,204  
Restricted stock activity
803   —   5,447   —  —  5,447  
Dividends paid ($ 0.76 per common share)
—  —  —  ( 208,779 ) —  ( 208,779 )
Distributions to non-controlling interest —  —  —  —  ( 6,145 ) ( 6,145 )
Net income
—  —  —  184,694   5,406   190,100  
Balance, September 30, 2024 274,391,553   $ 2,744   $ 6,204,578   $ ( 1,952,445 ) $ 369,875   $ 4,624,752  

See accompanying notes to the condensed consolidated financial statements.

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Table of Contents

Gaming and Leisure Properties, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(in thousands, unaudited)

Nine months ended September 30, 2025 2024
Operating activities    
Net income $ 575,000   $ 584,038  
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 214,530   205,221  
Amortization of items charged to interest expense 9,884   8,172  
Amortization of gain on cash flow hedges ( 9 ) —  
Accretion on financing receivables ( 20,753 ) ( 21,753 )
Accretion on held to maturity investment securities 10,837   ( 4,111 )
Non-cash adjustment to financing lease liabilities 317   358  
Gains from dispositions of property ( 125 ) ( 3,790 )
Stock-based compensation 16,565   19,010  
Straight-line rent and deferred rent adjustments ( 20,235 ) ( 46,262 )
Losses on debt extinguishment 3,783   —  
Provision (benefit) for credit losses, net 55,611   47,194  
Proceeds from swap termination 967   —  
Change in operating assets and liabilities    
Other assets ( 17,401 ) ( 24,404 )
Accounts payable and accrued expenses 1,146   ( 636 )
Accrued interest ( 50,729 ) 12,545  
Accrued salaries and wages 1,292   ( 2,278 )
Other liabilities 5,493   7,053  
Net cash provided by operating activities 786,173   780,357  
Investing activities    
Capital project and maintenance expenditures ( 57,451 ) ( 15,935 )
Proceeds from sales of property, net of costs 125   1,798  
Fundings for the Tropicana Las Vegas Lease —   ( 48,550 )
Investment in leases, financing receivables —   ( 203,486 )
Acquisition of real estate, net ( 135,000 ) ( 237,249 )
Originations of real estate loans ( 24,186 ) ( 123,730 )
Acquisition of held to maturity investment securities —   ( 890,970 )
Maturities of held to maturity investment securities 549,995   340,975  
Net cash provided by (used in) investing activities 333,483   ( 1,177,147 )
Financing activities    
Dividends paid ( 650,934 ) ( 621,940 )
Non-controlling interest distributions ( 19,341 ) ( 18,439 )
Taxes paid related to shares withheld for tax purposes on restricted stock award vestings ( 14,821 ) ( 14,726 )
Proceeds from issuance of common stock, net 402,902   148,220  
Proceeds from issuance of long-term debt 1,292,161   1,189,484  
Financing costs ( 12,441 ) ( 12,078 )
Repayments of long-term debt ( 1,825,152 ) ( 463,579 )
Premium and related costs paid on debt extinguishment ( 2,947 ) —  
Net cash used in financing activities ( 830,573 ) 206,942  
Net increase/(decrease) in cash and cash equivalents 289,083   ( 189,848 )
Cash and cash equivalents at beginning of period 462,632   683,983  
Cash and cash equivalents at end of period $ 751,715   $ 494,135  

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See accompanying notes to the condensed consolidated financial statements and Note 14 for supplemental cash flow information and noncash investing and financing activities.

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Gaming and Leisure Properties, Inc.
Notes to the Condensed Consolidated Financial Statements
(unaudited)

1.     Business and Operations
 
Gaming and Leisure Properties, Inc. ("GLPI") is a self-administered and self-managed Pennsylvania real estate investment trust ("REIT"). GLPI (together with its subsidiaries, the "Company") was incorporated as a wholly-owned subsidiary of PENN Entertainment, Inc., formerly known as Penn National Gaming, Inc. (NASDAQ: PENN) ("PENN"). On November 1, 2013, PENN contributed to GLPI, through a series of internal corporate restructurings, substantially all of the assets and liabilities associated with PENN’s real property interests and real estate development business, as well as the assets and liabilities of Hollywood Casino Baton Rouge and Hollywood Casino Perryville and then spun-off GLPI to holders of PENN's common and preferred stock in a tax-free distribution (the "Spin-Off").

Since 2021, the Company has been structured as an umbrella partnership REIT under which substantially all of its business is conducted through GLP Capital, L.P. ("GLP Capital"), the day-to-day management of which is exclusively controlled by GLPI. GLPI has no material assets other than its investment in GLP Capital. GLPI issues equity from time to time and is obligated to contribute the net proceeds from those offerings to GLP Capital. As of September 30, 2025, GLPI owned 97.1 % of the outstanding units of GLP Capital with the remaining 2.9 % owned by third party limited partners who (directly or through affiliates) contributed properties to GLP Capital in exchange for consideration that was partially funded through the issuance of operating partnership units ("OP Units") and holders of long term incentive plan units ("LTIP Units"). The OP Units and LTIP Units once vested are exchangeable on a one for one basis for common shares of the Company. The Company's common stock is listed on the NASDAQ under the ticker symbol GLPI.

All debt of the Company, including revolving credit facilities, term loans and senior unsecured notes, is incurred by GLP Capital and its subsidiaries. GLPI has fully and unconditionally guaranteed all of the Company's outstanding senior unsecured notes.

The Company seeks to provide an opportunity to invest in the growth opportunities afforded by the gaming industry, with the stability and cash flow opportunities of a REIT. GLPI’s primary business consists of acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease arrangements. Under these arrangements, in addition to rent, the tenants are required to pay the following executory costs: (1) all facility maintenance, (2) all insurance required in connection with the leased properties and the business conducted on the leased properties, including coverage of the landlord's interests, (3) taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor) and (4) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties.

As of September 30, 2025, GLPI’s portfolio consisted of interests in 68 gaming and related facilities, the real property associated with 34 gaming and related facilities operated by PENN, the real property associated with 6 gaming and related facilities operated by Caesars Entertainment Corporation (NASDAQ: CZR) ("Caesars"), the real property associated with 4 gaming and related facilities operated by Boyd Gaming Corporation (NYSE: BYD) ("Boyd"), the real property associated with 15 gaming and related facilities operated by Bally's Corporation (NYSE: BALY) ("Bally's") and 1 facility under development with Bally's in Chicago, Illinois, the real property associated with 3 gaming and related facilities operated by Cordish, 1 gaming facility owned by 815 Entertainment, LLC ("815 Entertainment") managed by a subsidiary of Hard Rock International ("Hard Rock"), 3 gaming and related facilities operated by Strategic Gaming Management, LLC ("Strategic") and 1 gaming and related facility operated by American Racing & Entertainment ("American Racing"). 

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Table of Contents

PENN 2023 Master Lease and Amended PENN Master Lease

On January 1, 2023, the Company amended its original master lease with PENN (the "Amended PENN Master Lease") to transfer five properties to a new master lease (the "PENN 2023 Master Lease"). In addition, the existing leases for the Hollywood Casino at The Meadows in Pennsylvania and the Hollywood Casino Perryville in Maryland were terminated and these properties were transferred into the PENN 2023 Master Lease. Both the Amended PENN Master Lease and the PENN 2023 Master Lease are triple-net operating leases, the terms of which expire on October 31, 2033, with no purchase options, followed by three remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions.

Rent under the PENN 2023 Master Lease is fixed with annual escalations on the entirety of rent increasing by 1.5 % annually on November 1. The rent structure under the Amended PENN Master Lease includes a fixed component, a portion of which is subject to an annual 2 % escalator if certain rent coverage ratio thresholds are met, and a component that is based on the revenues of the facilities, which is prospectively adjusted, subject to certain floors (namely the Hollywood Casino at Penn National Race Course property due to PENN's opening of a competing facility) every 5 years to an amount equal to 4 % of the average net revenues of all facilities under the Amended PENN Master Lease during the preceding five years in excess of a contractual baseline.
GLPI also agreed to fund certain potential development projects in the PENN 2023 Master Lease. On August 1, 2025, GLPI funded $ 130  million for the relocation of Hollywood Casino Joliet, which opened on August 11, 2025, and is subject to a 7.75 % capitalization rate. The Company also previously funded $5 million to reimburse PENN for land site development costs for the Joliet project. On August 11, 2025, PENN requested $ 150 million for its M Resort hotel tower project which will be subject to a capitalization rate of 7.79 % and is expected to be funded in early November 2025. 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. Finally, if requested by PENN, GLPI will fund up to $ 70  million for the hard construction costs of a hotel at Hollywood Casino Columbus. Rent commences as fundings are made for each project.

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

In April 2016, the Company acquired substantially all of the real estate assets of Pinnacle Entertainment, Inc. ("Pinnacle") and leased these assets back to Pinnacle, under a unitary triple-net lease, the term of which expires April 30, 2031, with no purchase option, followed by four remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions (the "Pinnacle Master Lease"). The Amended Pinnacle Master Lease includes a fixed component, a portion of which is subject to an annual 2 % escalator if certain rent coverage ratio thresholds are met and a component that is based on the performance of the facilities, which is prospectively adjusted subject to certain floors (namely the Bossier City Boomtown property due to PENN's acquisition of a competing facility, Margaritaville Resort Casino), every two years to an amount equal to 4 % of the average net revenues of all facilities under the Amended Pinnacle Master Lease during the preceding two years in excess of a contractual baseline.

On October 15, 2018, the Company completed transactions with PENN, Pinnacle and Boyd to accommodate PENN's acquisition of the majority of Pinnacle's operations, pursuant to a definitive agreement and plan of merger between PENN and Pinnacle, dated December 17, 2017 (the "PENN-Pinnacle Merger"). Concurrent with the PENN-Pinnacle Merger, the Company amended the Pinnacle Master Lease to allow for the sale of the operating assets of Ameristar Casino Hotel Kansas City, Ameristar Casino Resort Spa St. Charles and Belterra Casino Resort from Pinnacle to Boyd (the "Amended Pinnacle Master Lease") and entered into a new unitary triple-net master lease agreement with Boyd (the "Boyd Master Lease") for these properties on terms similar to the Company’s Amended Pinnacle Master Lease. The Boyd Master Lease has an initial term of 10 years (from the original April 2016 commencement date of the Pinnacle Master Lease and expiring April 30, 2026), with no purchase option, followed by five 5-year renewal options (exercisable by the tenant) on the same terms and conditions. The Boyd Master Lease includes a fixed component, a portion of which is subject to an annual 2 % escalator if certain rent coverage ratio thresholds are met and a component that is based on the performance of the facilities, which is prospectively adjusted every two years to an amount equal to 4 % of the average net revenues of all facilities under the Boyd Master Lease during the preceding two years in excess of a contractual baseline.

The Company also purchased the real estate assets of Plainridge Park Casino ("Plainridge Park") from PENN and added this property to the Amended Pinnacle Master Lease. The Amended Pinnacle Master Lease was assumed by PENN at the consummation of the PENN-Pinnacle Merger.

The Company also entered into a mortgage loan agreement with Boyd in connection with Boyd's acquisition of Belterra Park Gaming & Entertainment Center ("Belterra Park"), whereby the Company loaned Boyd $ 57.7  million (the "Belterra Park Loan"). In May 2020, the Company acquired the real estate of Belterra Park in satisfaction of the Belterra Park

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Table of Contents

Loan, subject to a long-term lease (the "Belterra Park Lease") with a Boyd affiliate operating the property. The Belterra Park Lease rent terms are consistent with the Boyd Master Lease.

On February 12, 2025, Boyd exercised its first 5-year renewal option on both the Boyd Master Lease and the Belterra Park Lease, both of which now expire on April 30, 2031.

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

Amended and Restated Caesars Master Lease

On October 1, 2018, the Company entered into a master lease with Caesars, which expires on September 30, 2038, with no purchase option, with four separate renewal options of 5 years each, exercisable at the tenant's option, on the same terms and conditions (as amended, the "Amended and Restated Caesars Master Lease"). The annual rent increases by 1.75 % in the seventh and eighth lease years and 2 % in the ninth lease year and each lease year thereafter.

Horseshoe St. Louis Lease

The Company has a single property lease with Caesars for the real estate assets of Horseshoe St. Louis (the "Horseshoe St. Louis Lease") which became effective on September 29, 2020, with no purchase option, whose initial term expires on October 31, 2033, with four separate renewal options of five years each, exercisable at the tenant's option. The Horseshoe St. Louis Lease annual rent increases by 1.25 % for the second through fifth lease years, increasing to 1.75 % for the sixth and seventh lease years and thereafter increasing by 2.0 % for the remainder of the lease.

Bally's Master Lease, Bally's Chicago Lease, Bally's Master Lease II, the Amended and Restated Casino Queen Master Lease and the Tropicana Las Vegas Lease

The Company has several leases and development agreements with Bally's. The first lease was entered into on June 3, 2021 and subsequent to this date several additional real estate assets of Bally's have been added to this lease such that it now contains 8 real estate assets of Bally's (the "Bally's Master Lease"). The annual rent on the Bally's Master Lease is subject to contractual escalations based on the Consumer Price Index ("CPI") with a 1 % floor and a 2 % ceiling, subject to the CPI meeting a 0.5 % threshold. The Bally's Master Lease has an initial term of 15 years, with no purchase option, followed by four 5-year renewal options (exercisable by the tenant) on the same terms and conditions.

The Company intends to fund real estate construction costs of up to $ 940.0 million for the planned Bally's Chicago Casino Resort ("Bally's Chicago"). This development funding is expected to extend into 2027. The Company will own all funded improvements, which would be leased to Bally’s with rent commencing as advances are made at an annual yield of 8.5 %. As of September 30, 2025, no amounts have been funded by the Company.

On September 11, 2024, the Company assumed the ground lease for the real estate of the Bally's Chicago site between the existing third party and Bally's for approximately $ 250 million. The ground lease was amended such that the Company receives initial annual rent of $ 20 million. In July 2025, the Company entered into a development agreement for Bally's Chicago and amended the existing land lease to include the building (the "Chicago Lease"). The Chicago Lease has an initial term of 15 years, followed by four 5-year renewals, exercisable at the tenant's option. The Chicago Lease's annual rent increases if the CPI increase is at least 0.5 % for any lease year, then the rent shall increase by the greater of 1 % of the rent as of the immediately preceding lease year and the CPI increase capped at 2 %. If the CPI is less than 0.5 % for such lease year, then the rent shall not increase for such lease year. Rental income on the land and development funding is being deferred until the project is substantially completed and ready for its intended use.

On December 16, 2024, the Company completed the purchase of the real property assets of both Bally’s Kansas City Casino and Bally’s Shreveport Casino & Hotel. The two properties are in a master lease that is cross-defaulted with the existing Bally’s Master Lease ("Bally's Master Lease II"). The annual rent is subject to contractual escalations based on CPI with a 1 % floor and a 2 % ceiling, subject to CPI meeting a 0.5 % threshold. Bally's Master Lease II has an initial term of 15 years, with no purchase option, followed by four 5 year renewal options (exercisable by the tenant) on the same terms and conditions. Effective July 1, 2025, the DraftKings at Casino Queen and The Queen Baton Rouge properties in the Casino Queen Master Lease were transferred to Bally's Master Lease II. Additionally, annual rental income of $ 28.9  million was reallocated from the Casino Queen Master Lease to Bally's Master Lease II.

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Effective October 2025, the Company’s option, subject to receipt by Bally’s of required consents, and call right, subject only to regulatory approval, to acquire the real property assets of Bally’s Twin River Lincoln Casino Resort ("Bally's Lincoln") for a purchase price of $ 735 million and additional rent of $ 58.8 million were amended to extend the applicable dates by two years, to December 31, 2028 and October 1, 2028, respectively.

On February 7, 2025, Bally's completed its merger transactions with Standard General L.P. and its affiliates, and pursuant to the terms of a definitive merger agreement, among other changes resulting from the merger, The Queen Casino & Entertainment ("Casino Queen") became a subsidiary of Bally's.

The Company has a master lease with Casino Queen which became effective December 17, 2021 (the "Amended and Restated Casino Queen Master Lease"). The lease has an initial term of 15 years, with no purchase option, with four separate five-year renewal options exercisable by the tenant on the same terms and conditions. Annual rent increases by 0.5 % for the first six years. Beginning with the seventh lease year through the remainder of the lease term, if the CPI increases by at least 0.25 % for any lease year then annual rent shall be increased by 1.25 %, and if the CPI is less than 0.25 % then rent will remain unchanged for such lease year. Effective July 1, 2025, the DraftKings at Casino Queen and The Queen Baton Rouge properties in the Casino Queen Master Lease were moved to Bally's Master Lease II. Additionally, annual rental income of $ 28.9  million was reallocated from the Casino Queen Master Lease to Bally's Master Lease II.

On June 3, 2024, the Company announced that it agreed to fund and oversee a landside development project and hotel renovation of The Belle for Casino Queen. GLPI committed to provide up to approximately $ 111 million of funding for the project, of which $ 75.6 million has been funded as of September 30, 2025. The landside development is expected to be completed in the fourth quarter of 2025. The renovated hotel was opened to the public on March 31, 2025. GLPI will own the new facility. Casino Queen began paying an incremental rental yield of 9 % on the development funding effective May 30, 2025. Rent will be deferred on the landside development project until it is ready for its intended use.

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

On September 26, 2022, Bally’s acquired both GLPI’s building assets and PENN's outstanding equity interests in Tropicana Las Vegas for an aggregate cash acquisition price, net of fees and expenses, of approximately $ 145  million. GLPI retained ownership of the land and concurrently entered into a ground lease for an initial term of 50 years (with a maximum term of 99 years inclusive of tenant renewal options) (as amended, the "Tropicana Las Vegas Lease"). All rent is subject to contractual escalations based on the CPI, with a 1 % floor and 2 % ceiling, subject to the CPI meeting a 0.5 % threshold. The Tropicana Las Vegas Lease is supported by a Bally’s corporate guarantee.

On May 13, 2023, the Company, Tropicana Las Vegas, Inc., a Nevada corporation and wholly owned subsidiary of Bally’s, and Athletics Holdings LLC (“Athletics”), which owns the Major League Baseball team currently known as the Athletics (the “Team”), entered into a binding letter of intent (the “LOI”) setting forth the terms for developing a stadium that would serve as the home venue for the Team (the “Stadium”). The Stadium is expected to complement the potential resort redevelopment envisioned at our 35 -acre property in Clark County, Nevada (the “Tropicana Site”), owned indirectly by GLPI through its indirect subsidiary, Tropicana Land LLC, a Nevada limited liability company and leased by GLPI to Bally’s pursuant to the Tropicana Las Vegas Lease. The LOI allows for Athletics to be granted fee ownership by GLPI of approximately 9 acres of the Tropicana Site for construction of the Stadium. The LOI provides that following the Stadium site transfer, there will be no reduction in the rent obligations of Bally’s on the remaining portion of the Tropicana Site or other modifications to the ground lease, and that to the extent GLPI has any consent or approval rights under the Tropicana Las Vegas Lease, such rights shall remain enforceable unless expressly modified in writing in the definitive documents. Bally's and GLPI are agreeing to provide the Stadium site transfer in exchange for the benefits that the Stadium is expected to bring to the Tropicana Site. The LOI provides that Athletics shall pay all the costs associated with the design, development, and construction of the Stadium and Bally’s shall pay all costs for the redevelopment of the casino and hotel resort amenities. GLPI is expected to commit to up to $ 175.0 million of funding for hard construction costs, such as demolition and site preparation and build out of minimum public spaces needed for utilization of the Stadium. The LOI provides that during the development period, rent will be due at 8.5 % of what has been funded, provided that the first $ 15.0  million advanced for the costs of construction of the food, beverage and retail entrance plaza shall not be subject to increased rent. GLPI may have the opportunity to fund additional amounts of the construction under certain circumstances. In addition, the LOI provides that the transaction will be subject to customary approvals and other conditions, including, without limitation, approval of a master plan for the site, and certain approvals by the Nevada Gaming Control Board and Nevada Gaming Commission.

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In late August 2024, the Company funded $ 48.5 million to Bally's that was used to pay for the demolition costs of the Tropicana Las Vegas as part of the development plans for the Stadium and annual rent was increased by $ 4.1 million as a result. The change in rent terms resulted in a lease reconsideration event that resulted in the lease being classified as a sales type lease, whereas previously it was accounted for as an operating lease.

Morgantown Lease

On October 1, 2020, the Company and PENN closed on their previously announced transaction whereby GLPI acquired the land under PENN's gaming facility under construction in Morgantown, Pennsylvania. The Company is leasing the land back to an affiliate of PENN for an initial term of 20 years with no purchase option, followed by six 5-year renewal options exercisable by the tenant (the "Morgantown Lease"). If the CPI increase is at least 0.5 % for any lease year, the rent for such lease year shall increase by 1.25 % of rent as of the immediately preceding lease year, and if the CPI increase is less than 0.5 % for such lease year, then rent shall not increase for such lease year.

Maryland Live! Lease and Pennsylvania Live! Master Lease

On December 29, 2021, the Company completed its acquisition of the real property assets of Live! Casino & Hotel Maryland and entered into a single asset lease for Live! Casino & Hotel Maryland (the "Maryland Live! Lease"). On March 1, 2022, the Company completed its acquisition of the real estate assets of Live! Casino & Hotel Philadelphia and Live! Casino Pittsburgh and leased back the real estate to Cordish pursuant to a new triple net master lease with Cordish (as amended from time to time, the "Pennsylvania Live! Master Lease"). The Pennsylvania Live! Master Lease and the Maryland Live! Lease each have initial lease terms of 39 years, with a maximum term of 60 years inclusive of tenant renewal options. Annual rent increases by 1.75 % upon the second anniversary of both leases commencement through their remaining terms.

On October 27, 2025, the Company announced that it intends to acquire the real estate of the future site for Live! Virginia Casino & Hotel, a Cordish Company / Bruce Smith Enterprise casino and hotel development in Petersburg, Virginia. In addition, GLPI has committed to fund the hard costs associated with the development of the project. The cap rate on both the land acquisition of $ 27  million and the hard cost development funding of $ 440  million will be at 8.0 %. The transaction also includes a 1.75 % rent escalator, which will commence after the first anniversary of the permanent casino opening, which is anticipated in late 2027. Through the construction of this large-scale development, GLPI will be compensated for the funding on an as drawn basis and rent will be deferred until the facility is ready for its intended use.

Rockford Lease and Rockford Loan

On August 29, 2023, the Company acquired the land associated with a casino development project in Rockford, IL, that opened in late August 2024 and is managed by a subsidiary of Hard Rock, from an affiliate of 815 Entertainment. Simultaneously with the land acquisition, GLPI entered into a ground lease with 815 Entertainment for a 99 -year term (the "Rockford Lease"). The initial annual rent is subject to 2 % annual escalations for the entirety of its term.

In addition to the Rockford Lease, the Company committed to provide development funding via a senior secured delayed draw term loan (the "Rockford Loan"). Borrowings under the Rockford Loan were subject to an interest rate of 10 % with a 5-year initial term. On January 1, 2025, the Company amended the terms of the Rockford Loan to reduce the interest rate to 8 % with a maturity date of June 30, 2026, subject to a 6-month extension. As of September 30, 2025, $ 150  million was advanced and outstanding under the Rockford Loan. Additionally, the Company also received a right of first refusal on the building improvements of the Hard Rock Casino in Rockford, IL if there is a future decision to sell them once completed.

Tioga Downs Lease

On February 6, 2024, the Company acquired the real estate assets of Tioga Downs Casino Resort ("Tioga Downs") in Nichols, New York from American Racing. Simultaneous with the acquisition, GLPI and American Racing entered into a triple-net lease agreement for an initial 30 -year term, with no purchase option, followed by two renewal options of 10 years each and a third renewal option of approximately 12 years and ten months (the "Tioga Downs Lease"). The initial annual rent is subject to 1.75 % annual escalations beginning with the first anniversary which increases to 2 % beginning in year fifteen of the lease through the remainder of its initial term.

Strategic Gaming Leases

On May 16, 2024, the Company acquired the real estate assets of Silverado Franklin Hotel & Gaming Complex ("Silverado"), the Deadwood Mountain Grand ("DMG") casino, and Baldini's Casino ("Baldini's") from Strategic.

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Simultaneous with the acquisition, GLP Capital and affiliates of Strategic entered into two cross-defaulted triple-net lease agreements, each for an initial 25 -year term with no purchase option and two ten-year renewal periods (exercisable by the tenant) (the "Strategic Gaming Leases"). The initial annual rent is subject to a 2 % annual escalation beginning in year three of the lease and a CPI-based annual escalation beginning in year eleven of the lease, at the greater of 2 % or CPI capped at 2.5 %.

On October 15, 2025, the Company acquired the real estate assets of Sunland Park Racetrack and Casino ("Sunland Park") in Sunland Park, New Mexico for $ 183.75  million. The property was added to the Strategic Gaming Leases and annual rent was increased by $ 15.0 million.

Ione Loan

In September 2024, the Company entered into a $ 110 million delayed draw term loan facility with the Ione Band of Miwok Indians (the "Ione Loan") to provide the tribe funding on a new casino development near Sacramento, California. Ione has an option at the end of the Ione Loan five-year term to satisfy the loan obligation by converting the outstanding principal into a long-term triple net lease with an initial term of twenty-five years and a maximum term of forty-five years. These agreements were entered into subsequent to receiving a declination letter from the National Indian Gaming Commission covering the transaction documents, including the long-term lease. As of September 30, 2025, $ 39.3 million was advanced and outstanding under the Ione Loan.

Dry Creek Rancheria Loan

On September 2, 2025, the Company announced, subject to all necessary permits and approvals, a $ 225  million commitment to serve as the lead real estate financing partner for a new, integrated resort, Caesars Republic Sonoma County, that will be developed on the site of the current River Rock Casino. Pursuant to its agreements with the Dry Creek Rancheria Band of Pomo Indians ("Dry Creek"), GLPI will initially act as a lender to the project, with a delayed draw term loan of $ 180  million with a 12.50 % fixed rate, and a $ 45  million term loan B, issued at an original issue discount of 3%, bearing interest at SOFR plus 900 basis points, with a SOFR floor of 1%. Upon, or prior to, maturity of the 6-year term loans, Dry Creek will lease the property to an affiliate of GLPI for a 45 -year term, for no less than $ 112.5  million, and GLPI will sublease the property back to an affiliate of Dry Creek. Annual rent on the sublease will be based on a 9.75 % capitalization rate.

2.     Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete consolidated financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included.

The condensed 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 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 Condensed Consolidated Balance Sheet as a separate component of equity, separate from GLPI's stockholders' equity. All intercompany accounts and transactions have been eliminated in consolidation. 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 Condensed 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.

The preparation of financial statements in conformity with 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 could differ from those estimates.

Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. The consolidated financial statements contained in our Annual

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Report on Form 10-K for the year ended December 31, 2024 (our "Annual Report") should be read in conjunction with these condensed consolidated financial statements. The December 31, 2024 financial information has been derived from the Company’s audited consolidated financial statements.

The Company’s significant accounting policies are described in Note 2 of the Notes to the Consolidated Financial Statements included in the Company’s Annual Report and since the date of those financial statements, the Company has not had any significant changes to these accounting policies that have had a material impact on the Company's financial statements other than what is described below.

Derivative Financial Instruments

During the nine month period ended September 30, 2025, the Company entered into a forward starting interest rate swaps indexed to USD-SOFR, with notionals totaling $ 300  million all of which had ten year terms. The swaps were designated as cash flow hedges to mitigate the risk of variability in future interest payments associated with the expected issuance of senior unsecured notes.

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

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

The Company evaluates hedge effectiveness on a quarterly basis. If it determines that a hedge is no longer highly effective, hedge accounting is discontinued prospectively, and subsequent changes in fair value are recognized in earnings. Amounts previously recorded in OCI are reclassified to earnings as the hedged interest payments are recognized.

During the three month period ended September 30, 2025, the Company issued $1.3 billion in senior unsecured notes (See Note 7 for additional details) and terminated the interest rate swaps described above. The Company received a net cash payment of approximately $1.0 million which will be recognized as a reduction in interest expense over 10 years.

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3.     Investment in leases, net

Certain of the Company's leases are recorded as an Investment in leases, financing receivables, net, as the sale lease back transactions were accounted for as failed sale leasebacks due to the leases' significant initial lease terms. Additionally, in 2024, the Company reassessed the Tropicana Las Vegas Lease 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).

September 30,
2025 September 30,
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 $ 697,328   $ 9,683,998   $ 708,456   $ 9,806,998  
Estimated residual values of lease property (unguaranteed) 278,500   1,276,674   278,500   1,276,674  
Total 975,828   10,960,672   986,956   11,083,672  
Less: Unearned income ( 697,330 ) ( 8,572,737 ) ( 708,454 ) ( 8,716,493 )
Less: Allowance for credit losses ( 30,173 ) ( 75,295 ) ( 23,681 ) ( 34,065 )
Investment in leases, net $ 248,325   $ 2,312,640   $ 254,821   $ 2,333,114  

The present value of the net investment in the lease payment receivable and unguaranteed residual value at September 30, 2025 for the Company's Investment in leases, financing receivables was $ 2,305.7 million and $ 82.2 million compared to $ 2,290.0 million and $ 77.1 million at December 31, 2024. The present value of the net investment in the lease payment receivable and unguaranteed residual value at September 30, 2025 for the Company's Investment in leases, sales type was $ 255.6 million and $ 22.9 million compared to $ 256.7 million and $ 21.8 million at December 31, 2024.

At September 30, 2025, minimum lease payments owed to the Company for each of the five succeeding years under the Company's investment in leases were as follows (in thousands):

Year ending December 31, Future Minimum Lease Payments - Sales Type Future Minimum Lease Payments - Financing Receivables
2025 (remainder of year) $ 3,709   $ 41,103  
2026 14,837   166,917  
2027 14,837   169,858  
2028 14,837   172,851  
2029 14,837   175,897  
Thereafter 634,271   8,957,372  
Total $ 697,328   $ 9,683,998  

The Company follows ASC 326 “Credit Losses”, which requires that the Company measure and record current expected credit losses (“CECL”), the scope of which includes our Investment in leases, financing receivables, net, as well as the Company's Real estate loans which are discussed in Note 5. The Company has 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.

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Expected losses within our cash flows are determined by estimating the probability of default (“PD”) and loss given default (“LGD”) of our instruments 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. We are unable to use our historical data to estimate losses as the Company has no loss history to date on its lease portfolio. Our tenants were current on all of their rental obligations as of September 30, 2025 and December 31, 2024.

The change in the allowance for credit losses for the Company's investment in leases is illustrated below (in thousands):

Balance at December 31, 2024 Change in Allowance Balance at March 31, 2025 Change in Allowance Balance at June 30, 2025 Change in Allowance Balance at September 30, 2025
Maryland Live! Lease $ 8,732   $ 5,696   $ 14,428   $ 14,143   $ 28,571   $ ( 14,466 ) $ 14,105  
Pennsylvania Live! Master Lease 18,471   12,286   30,757   20,223   50,980   ( 11,424 ) 39,556  
Rockford Lease 3,077   2,041   5,118   4,788   9,906   ( 1,304 ) 8,602  
Tioga Downs Lease 2,651   3,767   6,418   3,105   9,523   ( 2,567 ) 6,956  
Strategic Lease 1,134   3,067   4,201   1,696   5,897   179   6,076  
Tropicana LV Lease 23,681   9,157   32,838   2,268   35,106   ( 4,933 ) 30,173  
Totals $ 57,746   $ 36,014   $ 93,760   $ 46,223   $ 139,983   $ ( 34,515 ) $ 105,468  

Balance at December 31, 2023 Change in Allowance Balance at March 31, 2024 Change in Allowance Balance at June 30, 2024 Change in Allowance Balance at September 30, 2024
Maryland Live! Lease $ 5,661   $ 7,094   $ 12,755   $ ( 1,871 ) $ 10,884   $ 500   $ 11,384  
Pennsylvania Live! Master Lease 13,636   12,949   26,585   ( 1,854 ) 24,731   3,412   28,143  
Rockford Lease 2,674   582   3,256   ( 303 ) 2,953   259   3,212  
Tioga Downs Lease —   1,579   1,579   ( 150 ) 1,429   1,173   2,602  
Strategic Lease —   —   —   856   856   ( 3 ) 853  
Tropicana Las Vegas Lease —   —   —   —   —   21,293   21,293  
Totals $ 21,971   $ 22,204   $ 44,175   $ ( 3,322 ) $ 40,853   $ 26,634   $ 67,487  

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The amortized cost basis of the Company's investment in leases, financing receivables by year of origination is shown below as of September 30, 2025 (in thousands):

Origination year Investment in leases, financing receivables Allowance for credit losses Amortized cost basis at September 30, 2025
Allowance as a percentage of outstanding financing receivable
2024 $ 298,303   $ ( 13,032 ) $ 285,271   ( 4.37 ) %
2023 104,409   ( 8,602 ) 95,807   ( 8.24 ) %
2022 720,258   ( 39,555 ) 680,703   ( 5.49 ) %
2021 1,264,965   ( 14,106 ) 1,250,859   ( 1.12 ) %
Total $ 2,387,935   $ ( 75,295 ) $ 2,312,640   ( 3.15 ) %

The amortized cost basis of the Company's investment in leases, sales type by year of origination is shown below as of September 30, 2025 (in thousands):

Origination year Investment in leases, sales-type Allowance for credit losses Amortized cost basis at September 30, 2025
Allowance as a percentage of outstanding financing receivable
2024 $ 278,498   $ ( 30,173 ) $ 248,325   ( 10.83 ) %

During the three and nine months ended September 30, 2025, the Company recorded a benefit for credit losses of $ 34.5  million and a provision for credit losses of $ 47.7  million, respectively, related to investments in leases, financing receivables, and sales-type leases. The benefit for the three months ended September 30, 2025 was driven by an improvement in the third-party forward looking economic outlook used in the Company's CECL reserve calculation compared to what was utilized at June 30, 2025. The provision for the nine months ended September 30, 2025 was primarily driven by the deterioration in the third-party forward-looking economic outlook used in the Company's CECL reserve calculations compared to what was utilized at December 31, 2024.

During the three and nine months ended September 30, 2024, the Company recorded a provision for credit losses of $ 27.7  million and $ 47.2  million, respectively, related to investment in leases, financing receivables. The provision for the three and nine months ended September 30, 2024 was primarily due to the initial establishment of reserves on the Tropicana Las Vegas Lease which was determined based on the underlying credit quality of the tenant, a decline in the estimated real estate values underlying the Company's Investment in leases, financing receivables and, to a lesser extent, the Company's real estate loans and loan commitments. The real estate values are estimated based on actual and long term projections of the Commercial Real Estate Price Index which, as of September 30, 2024, have declined relative to December 31, 2023.

Differences in the allowance as a percentage of outstanding financing receivables for leases originated in different calendar years, as shown in the table, reflect various factors, including but not limited to, expected rent coverage ratios and loan-to-value ratios. Future changes in economic projections, scenario probabilities, estimated real estate values, and earnings assumptions at the underlying facilities may result in additional non-cash provisions or recoveries in future periods that could materially affect future results of operations.

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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 and investment in leases, financing receivables and investment in leases, sales-type that are described in Notes 5 and 3, respectively) and are summarized as follows:
 
 
September 30,
2025 December 31,
2024
  (in thousands)
Land and improvements $ 3,588,793   $ 3,583,793  
Building and improvements 7,128,361   6,962,126  
Construction in progress 58,889   39,542  
Total real estate investments 10,776,043   10,585,461  
Less accumulated depreciation ( 2,635,115 ) ( 2,436,742 )
Real estate investments, net $ 8,140,928   $ 8,148,719  

As discussed in Note 1, the Company reimbursed PENN $5 million for land site development costs for the new Hollywood Casino Joliet that is being developed. The increase in buildings and improvements relates to the completion of the hotel development for The Belle, along with $ 130  million funded to PENN for the relocation of the Hollywood Casino Joliet. Construction in progress primarily represents development funding along with related capitalized interest on the Company's development projects.

5.    Real estate loans, net

The Company entered into the Rockford Loan to fund the construction of the Hard Rock Casino Rockford in Rockford, Illinois. As of September 30, 2025 and December 31, 2024, the entire $ 150  million commitment was drawn. On January 1, 2025, the Company amended the terms of the Rockford Loan to reduce the interest rate to 8 % from 10 % 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 million, of which $ 39.3 million and $ 15.2 million was drawn as of September 30, 2025 and December 31, 2024, respectively. The following is a summary of the balances of the Company's Real estate loans, net.

September 30, 2025 December 31, 2024
(in thousands)
Real estate loans $ 189,346   $ 165,160  
Less: Allowance for credit losses ( 12,464 ) ( 4,570 )
Real estate loans, net $ 176,882   $ 160,590  

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

Rockford Loan Ione Loan Total
December 31, 2024 $ ( 4,487 ) $ ( 83 ) $ ( 4,570 )
Change in allowance ( 2,939 ) ( 67 ) ( 3,006 )
Ending balance at March 31, 2025 ( 7,426 ) ( 150 ) ( 7,576 )
Change in allowance ( 6,877 ) ( 208 ) ( 7,085 )
Ending balance at June 30, 2025 ( 14,303 ) ( 358 ) ( 14,661 )
Change in allowance 2,126   71   2,197  
Ending balance at September 30, 2025
$ ( 12,177 ) $ ( 287 ) $ ( 12,464 )

Rockford Loan Ione Loan Total
Balance at December 31, 2023 $ ( 964 ) $ —   $ ( 964 )
Change in allowance ( 729 ) —   ( 729 )
Ending balance at March 31, 2024 ( 1,693 ) —   ( 1,693 )
Change in allowance ( 935 ) —   ( 935 )
Ending balance at June 30, 2024 ( 2,628 ) —   ( 2,628 )
Change in allowance ( 2,190 ) ( 59 ) ( 2,249 )
Ending balance at September 30, 2024 $ ( 4,818 ) $ ( 59 ) $ ( 4,877 )

The amortized cost basis of the Company's real estate loans, financing receivables by year of origination is shown below as of September 30, 2025 (in thousands):

Origination year Real estate loans Allowance for credit losses Amortized cost basis at September 30, 2025
Allowance as a percentage of outstanding real estate loans
2024 $ 39,346   $ ( 287 ) $ 39,059   ( 0.73 ) %
2023 150,000   ( 12,177 ) 137,823   ( 8.12 ) %

Total $ 189,346   $ ( 12,464 ) $ 176,882   ( 6.58 ) %

The real estate loans are subject to CECL, which is described in Note 3. The Company recorded a benefit for credit losses of $ 2.2 million and a provision for credit losses of $ 7.9 million for the three month and nine month period ended September 30, 2025 on the Company's real estate loans, respectively. The benefit for the three months ended September 30, 2025 was driven by an improvement in the third-party forward looking economic outlook used in the Company's CECL reserve calculation compared to what was utilized at June 30, 2025. The provision for the nine months ended September 30, 2025 was primarily driven by the deterioration in the third-party forward-looking economic outlook used in the Company's CECL reserve calculations compared to what was utilized at December 31, 2024. The Company recorded a provision for credit losses of $ 2.2  million and $ 3.9  million for the three month and nine months ended September 30, 2024 on real estate loans.

Additionally, the Company recorded a benefit of $ 0.7  million during the three month period ended September 30, 2025 on unfunded loan commitments compared to a benefit of $ 1.2  million and $ 2.2  million during the three month and nine month period ended September 30, 2024. The reserves for the unfunded loan commitment are recorded in other liabilities on the Condensed Consolidated Balance Sheets and totaled $ 0.5  million at both September 30, 2025 and December 31, 2024, respectively. The Company's borrowers were current on their loan obligations as of September 30, 2025 and December 31, 2024.

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6.     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 condensed 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 condensed consolidated balance sheets 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 condensed consolidated balance sheets 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 condensed 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.

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

September 30, 2025 December 31, 2024
Right-of use assets - operating leases
$ 242,673   $ 244,594  
Land rights, net 834,379   847,189  
Right-of-use assets and land rights, net $ 1,077,052   $ 1,091,783  

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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:

September 30,
2025 December 31,
2024
(in thousands)
Land rights $ 948,303   $ 948,303  
Less accumulated amortization ( 113,924 ) ( 101,114 )
Land rights, net $ 834,379   $ 847,189  

As of September 30, 2025, estimated future amortization expense related to the Company’s land rights by fiscal year is as follows (in thousands):

Year ending December 31,
2025 (remainder of year) $ 4,269  
2026 17,079  
2027 17,079  
2028 17,079  
2029 17,079  
Thereafter 761,794  
Total $ 834,379  

Operating Lease Liabilities

At September 30, 2025, payments under the Company's operating lease liabilities were as follows (in thousands):

Year ending December 31,
2025 (remainder of year) $ 4,309  
2026 17,291  
2027 16,786  
2028 16,673  
2029 16,710  
Thereafter 787,924  
Total lease payments $ 859,693  
Less: interest ( 616,598 )
Present value of lease liabilities
$ 243,095  

Lease Expense

Operating lease costs represent the entire amount of expense recognized for operating leases that are recorded on the condensed 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 (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024

Operating lease cost $ 4,315   $ 3,636   $ 12,945   $ 10,900  
Variable lease cost 5,200   4,846   15,528   14,718  

Amortization of land right assets 4,270   3,276   12,809   9,828  
Total lease cost $ 13,785   $ 11,758   $ 41,282   $ 35,446  

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

Supplemental Disclosures Related to Leases

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

September 30, 2025
Weighted average remaining lease term - operating leases 52.61 years
Weighted average discount rate - operating leases 6.26 %

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

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in thousands) (in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
  Operating cash flows from operating leases (1)
$ 417   $ 415   $ 1,248   $ 1,244  

(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 condensed consolidated 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 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 Condensed 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 September 30, 2025, payments under the Company's financing lease liabilities were as follows (in thousands):

2025 (remainder of year) $ 675  
2026 2,712  
2027 2,735  
2028 2,758  
2029 2,782  
Thereafter 311,040  
Total lease payments $ 322,702  
Less: Interest ( 261,597 )
Present value of finance lease liability $ 61,105  

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7.     Long-term Debt
 
Long-term debt is as follows:
 
September 30,
2025 December 31,
2024
  (in thousands)
Unsecured $ 2,090 million revolver due December 2028
$ 332,455   $ 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 174   277  
Total long-term debt 7,282,629   7,807,732  
Less: unamortized debt issuance costs, bond premiums and original issuance discounts ( 81,416 ) ( 71,855 )
Total long-term debt, net of unamortized debt issuance costs, bond premiums and original issuance discounts
$ 7,201,213   $ 7,735,877  

The following is a schedule of future minimum repayments of long-term debt as of September 30, 2025 (in thousands):

 
2025 (remainder of year) $ 34  
2026 140  
2027 600,000  
2028 832,455  
2029 750,000  
Over 5 years 5,100,000  
Total minimum payments $ 7,282,629  

 
Senior Unsecured Amended Credit Agreement

The Company has a Senior Unsecured Amended Credit Agreement (the "Amended Credit Agreement") providing for a revolving commitment capacity of $ 2.09 billion with a maturity date of December 2, 2028 (the "Revolver"). GLP Capital is the primary obligor under the Senior Unsecured Credit Agreement, which is guaranteed by GLPI.

At September 30, 2025, $ 332.5 million was outstanding under the Company's Revolver. After giving effect to contingent obligations under letters of credit with face amounts aggregating approximately $ 0.4 million, the Company had $ 1,757.2 million of available borrowing capacity under the Revolver as of September 30, 2025. The weighted average interest rate under the Revolver and term loan credit facility at September 30, 2025 was 5.46%.

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Term Loan Credit Facility
On September 2, 2022, GLP Capital entered into a term loan credit agreement with Wells Fargo Bank, National Association, as administrative 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 in connection with the acquisition of the real property assets of Bally's Biloxi and Bally's Tiverton.

Senior Unsecured Notes

At September 30, 2025, the Company had $ 6,350.0 million of outstanding senior unsecured notes (the "Senior Notes"). During the nine months ended September 30, 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. The notes were redeemed with cash on hand.

In August 2025, the Company issued $ 600  million aggregate principal amount of 5.25 % senior unsecured notes due February 15, 2033, at a price of 99.642 % of the principal amount (the "February 2033 Notes"), and $ 700  million aggregate principal amount of 5.75 % senior unsecured notes due November 1, 2037, at a price of 99.187 % of the principal amount (the "November 2037 Notes"). In connection with the issuances, the Company terminated certain forward starting interest rate swap agreements and will recognize a benefit of approximately $1 million, amortized over ten years as a reduction of interest expense, with respect to the November 2037 Notes. The Company used the net proceeds from the offering to redeem in full its outstanding $ 975  million aggregate principal amount of 5.375 % Senior Notes due April 2026 (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.

At September 30, 2025, the Company was in compliance with all required financial covenants on its debt obligations.

8.     Fair 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.

Assets and Liabilities Measured at Fair Value on a Recurring Basis
 
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.

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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

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. In August 2024, the Company purchased zero coupon United States Treasury Bills of approximately $ 550  million which matured in January 2025 for $ 563  million.

Investment in leases, financing receivables, net

The fair value of the Company's investment in leases, financing receivables, net 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.

Real Estate Loans, net

The fair value of the Company's real estate loans are estimated based on the present value of the loans' future cash flows using a discounted cash flow analysis. The fair value of the loans is subject to fluctuations from changes in market interest rates at each reporting period and the fair value measurement is considered a Level 3 measurement as defined in 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 condensed consolidated balance sheets.

Long-term Debt
 
The fair value of the Senior Notes are estimated based on quoted prices in active markets and as such is a Level 1 measurement 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):
  September 30, 2025 December 31, 2024
  Carrying
Amount Fair
Value Carrying
Amount Fair
Value
Financial assets:        
Cash and cash equivalents
$ 751,715   $ 751,715   $ 462,632   $ 462,632  
Investment securities held to maturity —   —   560,832   561,154  
Investment in leases, financing receivables, net 2,312,640   2,056,101   2,333,114   2,087,705  
Investment in leases, sales type, net 248,325   282,422   254,821   280,970  
Real estate loans, net
176,882   189,706   160,590   164,750  
Deferred compensation plan assets
45,175   45,175   38,948   38,948  

Financial liabilities:        
Long-term debt:        
Amended Credit Agreement and Term Loan Credit Facility 932,455   932,455   932,455   932,455  
Senior Notes 6,350,000   6,288,016   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 nine months ended September 30, 2025 and 2024.

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9.     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. The majority of these matters are subject to indemnification and defense obligations of our tenants. 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, results of operations or liquidity. 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 September 30, 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 Condensed Consolidated Financial Statements for further details.

Description Maximum Commitment amount Amount funded at September 30, 2025

Relocation of Hollywood Casino Aurora (1) $ 225 million None
Relocation of Hollywood Casino Joliet $ 130 million $ 130.0 million
Construction of a hotel tower at the M Resort (2) $ 150 million None
Construction of a hotel at Hollywood Casino Columbus $ 70 million None
Funding associated with a landside move at Ameristar Casino Council Bluffs ( 3 ) None
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 None ( 4 )
Funding and oversight of a landside move and hotel renovation at The Belle $ 111 million $ 75.6 million
Construction costs for a landside development project at Casino Queen Marquette $ 16.5 million $ 5.1 million
Ione Loan to fund a new casino development near Sacramento, California $ 110 million $ 39.3 million
Call right to acquire Bally's Lincoln $ 735 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)    On August 11, 2025, PENN requested $ 150  million for its M Resort hotel tower project which will be subject to a capitalization rate of 7.79 % which GLPI expects to fund on November 3, 2025.

(3)    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.

(4)    In October 2025, the Company funded $ 125.4  million on this development project.

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10.     Revenue Recognition

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.

Details of the Company's income from real estate for the three and nine months ended September 30, 2025 was as follows (in thousands):

Three Months Ended September 30, 2025 Nine Months Ended September 30, 2025
Building base rent $ 303,872   $ 903,969  
Land base rent 49,541   148,588  
Percentage rent and other rental revenue 18,241   54,429  
Interest income on real estate loans 4,022   11,142  
Total cash income $ 375,676   $ 1,118,128  
Straight-line rent adjustments 5,390   20,235  
Ground rent in revenue 9,553   28,605  
Accretion on financing receivables 6,991   20,753  

Total income from real estate $ 397,610   $ 1,187,721  

As of September 30, 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
2025 (remainder of year) $ 324,047   $ 10,143   $ 3,891   $ 338,081  
2026 1,267,417   47,686   15,619   1,330,722  
2027 1,257,706   46,567   15,154   1,319,427  
2028 1,259,885   39,646   15,036   1,314,567  
2029 1,242,005   33,809   15,036   1,290,850  
Thereafter 4,983,761   5,038   73,552   5,062,351  
Total $ 10,334,821   $ 182,889   $ 138,288   $ 10,655,998  

(1)     Includes a $3.6 million tenant improvement allowance that is being amortized over the life of a tenant lease and excludes deferred income on development projects which are not ready for their 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. See Note 3 for the future contractual cash receipts to be received by the Company under its Investment in leases.
The Company may periodically loan funds to casino owner-operators for the purchase 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.

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11.     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.

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 three and nine months ended September 30, 2025 and 2024: 
        
  Three Months Ended September 30, Nine Months Ended September 30,
  2025 2024 2025 2024
  (in thousands)
Determination of shares:        
Weighted-average common shares outstanding 283,008   273,788   278,454   272,265  

Assumed conversion of restricted stock awards (1) 148   184   118   144  
Assumed conversion of performance-based restricted stock awards
215   482   173   437  

Dilution attributable to equity forward contract 132   344   56   5  
Diluted weighted-average common shares outstanding 283,503   274,798   278,801   272,851  

The following table presents the calculation of basic and diluted EPS for the Company’s common stock for the three and nine months ended September 30, 2025 and 2024: 
        
  Three Months Ended September 30, Nine Months Ended September 30,
  2025 2024 2025 2024
  (in thousands, except per share data)
Calculation of basic EPS:        
Net income attributable to common shareholders $ 241,191   $ 184,694   $ 557,814   $ 567,408  
Less: Net income allocated to participating securities ( 210 ) ( 124 ) ( 572 ) ( 300 )
Net income for earnings per share purposes $ 240,981   $ 184,570   $ 557,242   $ 567,108  
Weighted-average common shares outstanding 283,008   273,788   278,454   272,265  
Basic EPS $ 0.85   $ 0.67   $ 2.00   $ 2.08  

Calculation of diluted EPS:        
Net income attributable to common shareholders $ 241,191   $ 184,694   $ 557,814   $ 567,408  
Diluted weighted-average common shares outstanding 283,355   274,798   278,683   272,851  
Diluted EPS $ 0.85   $ 0.67   $ 2.00   $ 2.08  

Antidilutive securities excluded from the computation of diluted earnings per share 53   33   54   93  

(1) During the three and nine months ended September 30, 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.

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12.     Equity

Common stock issuance

On May 2, 2025, the Company entered into a new continuous equity offering program under which the Company may sell up to an aggregate of $ 1.25  billion of its common stock from time to time through a sales agent in "at the market" offerings (the "2025 ATM Program"). 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 three month period ended September 30, 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). Reflecting the impact of these forward sale agreements, the Company has $ 886.7  million remaining for issuance under the 2025 ATM Program.

On December 21, 2022, the Company commenced a continuous equity offering under which the Company may sell up to an aggregate of $ 1.0  billion of its common stock from time to time through a sales agent in "at the market" offerings (the "2022 ATM Program"). On June 2, 2025, the Company settled a forward sale agreement and issued 8,170,387 shares for a net sales price of $ 404.0  million inclusive of certain contractual adjustments. In connection with the 2025 ATM Program, the 2022 ATM Program was terminated.

Non-controlling 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 September 30, 2025, the Company holds a 97.1 % controlling financial interest in the operating partnership. The operating partnership is a VIE in which the Company is the primary beneficiary because it has the power to direct the activities of the VIE that most significantly impact the partnership's economic performance and has the obligation to absorb losses of the VIE that could be potentially significant to the VIE and the right to receive benefits from the VIE that could potentially be significant to the VIE. Therefore, the Company consolidates the accounts of the operating partnership, and reflects the third party ownership in this entity as a non-controlling interest in the Condensed Consolidated Balance Sheets. The Company paid $ 6.5  million and $ 19.3  million in distributions to the non-controlling interest holders concurrently with the dividends paid to the Company's common shareholders, during the three and nine month periods ended September 30, 2025. The Company paid $ 6.1  million and $ 18.4  million in distributions to the non-controlling interest holders concurrently with the dividends paid to the Company's common shareholders, during the three and nine month periods ended September 30, 2024.

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 Condensed 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.

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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.

Dividends

The following table lists the dividends declared and paid by the Company during the nine months ended September 30, 2025 and 2024:
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

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

In addition, for the three and nine months ended September 30, 2025, dividend payments were made to GLPI restricted stock award holders in the amount of $0.2 million and $0.6 million. For the three and nine months ended September 30, 2024, dividend payments were made to GLPI restricted stock award holders in the amount of $0.2 million and $0.7 million.

13.     Stock-Based Compensation

     The Company's Amended and Restated 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. Any director, employee or consultant shall be eligible to receive such awards. The Company issues new authorized common shares to satisfy restricted stock award releases.

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 and time-based LTIP awards are 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 and performance-based LTIP awards at the grant date using a Monte Carlo simulation model.
 
As of September 30, 2025, there was $ 4.1  million of total unrecognized compensation cost for time based restricted stock awards that will be recognized over the grants' remaining weighted average vesting period of 1.87 years. For the three and

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nine months ended September 30, 2025, the Company recognized $ 0.8 million and $ 5.3 million of compensation expense associated with these awards, compared to $ 1.5 million and $ 7.3 million for the three and nine months ended September 30, 2024, within general and administrative expenses on the condensed consolidated statements of income.

The following table contains information on time based restricted stock award activity for the nine months ended September 30, 2025:

  Number of Award
Shares
Outstanding at December 31, 2024 284,843  
Granted 211,307  
Released ( 234,948 )
Canceled ( 15,000 )
Outstanding at September 30, 2025 246,202  

 
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 September 30, 2025, there was $ 12.1 million of total unrecognized compensation cost, which will be recognized over the performance-based restricted stock awards' remaining weighted average vesting period of 1.59 years.  For the three and nine months ended September 30, 2025, the Company recognized $ 0.4 million and $ 6.6 million of compensation expense associated with these awards within general and administrative expenses on the condensed consolidated statements of income compared to $ 3.9 million and $ 11.7 million for the corresponding periods in the prior year.

The following table contains information on performance-based restricted stock award activity for the nine months ended September 30, 2025:

Number of  Performance-Based Award Shares
Outstanding at December 31, 2024 1,537,000  
Granted 245,000  
Released ( 488,500 )
Canceled
( 131,500 )
Outstanding at September 30, 2025 1,162,000  

As of September 30, 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 2.26 years. For the three and nine months ended September 30, 2025, the Company recognized a benefit of $ 0.1 million and an expense of $ 2.8 million of compensation associated with these awards within general and administrative expenses on the condensed consolidated statements of income and noncontrolling interests on the Company's condensed consolidated balance sheet.

The following table contains information on time based LTIP award activity for the nine months ended September 30, 2025:

Number of Time-Based LTIP Awards
Outstanding at December 31, 2024 —  
Granted 85,000  
Released —  
Canceled
( 15,000 )
Outstanding at September 30, 2025 70,000  

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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 September 30, 2025, there was $ 5.7 million of total unrecognized compensation cost, which will be recognized over the performance-based LTIP awards' remaining weighted average vesting period of 2.26 years.  For the three and nine months ended September 30, 2025, the Company recognized $ 0.4 million and $ 1.9 million of compensation expense associated with these awards within general and administrative expenses on the condensed consolidated statements of income and noncontrolling interests on the Company's condensed consolidated balance sheet.

The following table contains information on performance-based LTIP award activity for the nine months ended September 30, 2025:

Number of  Performance-Based LTIP Awards
Outstanding at December 31, 2024 —  
Granted 340,000  
Released —  
Canceled
( 60,000 )
Outstanding at September 30, 2025 280,000  

14.     Supplemental Disclosures of Cash Flow Information and Noncash Activities

Supplemental disclosures of cash flow information are as follows:

  Three Months Ended September 30, Nine Months Ended September 30,
  2025 2024 2025 2024
(in thousands)
Cash paid for income taxes, net of refunds received $ 215   $ 590   $ 1,998   $ 2,989  
Cash paid for interest $ 128,456   $ 79,382   $ 319,788   $ 247,008  

Noncash Investing and Financing Activities

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 15 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.

15.     Acquisitions

The Company accounts for its acquisitions of real estate assets as asset acquisitions under ASC 805 - Business Combinations . Under asset acquisition accounting, incremental transaction costs incurred to acquire the purchased assets are also included as part of the asset cost. No acquisitions closed during the nine months ended September 30, 2025.

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Prior year acquisitions

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, GLPI 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.

On May 16, 2024, the Company acquired the real estate assets of Silverado, the DMG Casino, 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, GLPI and affiliates of Strategic entered into the Strategic Gaming Leases. 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 September 11, 2024, the Company completed its previously announced $ 250  million acquisition of the land on which Bally's permanent casino in Chicago, Illinois is being constructed. The Company will also fund construction costs of up to $ 940.0 million for certain real property improvements of the project. 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.

16.     Subsequent Events

On October 15, 2025, the Company acquired the real estate assets of Sunland Park Racetrack and Casino ("Sunland Park") for $ 183.75  million. The property was added to the Strategic Gaming Lease and annual rent was increased by $ 15 million.

In October 2025, the Company funded $ 125.4  million of development costs for Bally's Chicago and a parent guarantee was added to the Bally's Chicago Lease.

On October 27, 2025, the Company announced that it intends to acquire the real estate of the future site for Live! Virginia Casino & Hotel, a Cordish Company / Bruce Smith Enterprise casino and hotel development in Petersburg, Virginia. In addition, GLPI has committed to fund the hard costs associated with the development of the project. The cap rate on both the land acquisition of $ 27  million and the hard cost development funding of $ 440  million will be at 8.0 %. The transaction also includes a 1.75 % rent escalator, which will commence after the first anniversary of the permanent casino opening, which is anticipated in late 2027. Through the construction of this large-scale development, GLPI will be compensated for the funding on an as drawn basis and rent will be deferred until the facility is ready for its intended use.

Effective October 2025, the Company’s option, subject to receipt by Bally’s of required consents, and call right, subject only to regulatory approval, to acquire the real property assets of Bally's Lincoln for a purchase price of $ 735 million and additional rent of $ 58.8 million were amended to extend the applicable dates by two years, to December 31, 2028 and October 1, 2028, respectively.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the financial position and operating results of Gaming and Leisure Properties, Inc. for the three and nine months ended September 30, 2025 should be read in conjunction with the Financial Statements and related notes thereto and other financial information contained elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes for the year ended December 31, 2024. All defined terms included herein have the same meaning as those set forth in the Notes to the Consolidated Financial Statements contained within this Quarterly Report on Form 10-Q.
 
Cautionary Note Regarding Forward-Looking Statements

Forward-looking statements in this document are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Gaming and Leisure Properties, Inc. ("GLPI") and its subsidiaries (collectively with GLPI, the "Company") to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements include information concerning the Company’s business strategy, plans, goals and objectives.
 
Forward-looking statements in this document include, but are not limited to, statements regarding our ability to grow our portfolio of gaming facilities and financing commitments. In addition, statements preceded by, followed by or that otherwise include the words "believes," "expects," "anticipates," "intends," "projects," "estimates," "plans," "may increase," "may fluctuate," and similar expressions or future or conditional verbs such as "will," "should," "would," "may" and "could" are generally forward-looking in nature and not historical facts. You should understand that the following important factors could affect future results and could cause actual results to differ materially from those expressed in such forward-looking statements:

• our or our partner’s ability to successfully complete construction of various casino projects currently under development for which we have agreed to provide construction development funding, including Bally’s Chicago, and the ability and willingness of our partners to meet and/or perform their respective obligations under the applicable construction financing and/or development documents;

• the impact that higher inflation rates and interest rates and uncertainty with respect to the future state of the economy could have on discretionary consumer spending, including the casino operations of our tenants;

• unforeseen consequences related to United States ("U.S.") government, economic, monetary or trade policies and stimulus packages on inflation rates, interest rates and economic growth;

• the ability of our tenants to maintain the financial strength and liquidity necessary to satisfy their respective obligations and liabilities to third parties, including, without limitation, to satisfy obligations under their existing credit facilities and other indebtedness;

• the availability of and the ability to identify suitable and attractive acquisition and development opportunities and the ability to acquire and lease the respective properties on favorable terms;

• the degree and nature of our competition;

• the ability to receive, or delays in obtaining, the regulatory approvals required to own and/or operate our properties, or other delays or impediments to completing our planned acquisitions or projects;

• the potential of a new pandemic or similar national health crisis, including its effect on the ability or desire of people to gather in large groups (including in casinos), which could impact our financial results, operations, outlooks, plans, goals, growth, cash flows, liquidity, and stock price;

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

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

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

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

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

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

• the ability of our tenants to decline our funding commitments by seeking alternative financing solutions and/or if our tenants do elect to utilize our funding commitments, the amounts drawn and the timing of these draws may be different than what the Company assumed;

• adverse changes in our credit rating;

• the availability of qualified personnel and our ability to retain our key management personnel;

• changes in the U.S. tax law and other federal, state or local laws, whether or not specific to real estate, REITs or the gaming, lodging or hospitality industries;

• changes in accounting standards;

• the impact of weather or climate events or conditions, natural disasters, acts of terrorism and other international hostilities, war (including the current conflict between Russia and Ukraine and conflicts in the Middle East) or political instability;

• the risk that the historical financial statements included herein do not reflect what the business, financial position or results of operations of GLPI may be in the future;

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

• additional factors as discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the "Annual Report"), and in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K as filed with the United States Securities and Exchange Commission.
 
You should consider the areas of risk described above, as well as those set forth in the "Risk Factors" section in the Company’s Annual Report and this Quarterly Report on Form 10-Q, in connection with considering any forward-looking statements that may be made by the Company generally. Other unknown or unpredictable factors may also cause actual results to differ materially from those projected by the forward-looking statements. Most of these factors are difficult to anticipate and are generally beyond the control of the Company. Except for the ongoing obligations of the Company to disclose material information under the federal securities laws, the Company does not undertake any obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless required to do so by law.

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Company Overview
GLPI is a self-administered and self-managed REIT headquartered in Wyomissing, Pennsylvania. GLPI was incorporated on February 13, 2013, as a wholly-owned subsidiary of PENN. On November 1, 2013, PENN contributed to GLPI, through a series of internal corporate restructurings, substantially all of the assets and liabilities associated with PENN’s real property interests and real estate development business, as well as the assets and liabilities of Hollywood Casino Baton Rouge and Hollywood Casino Perryville and then spun-off GLPI to holders of PENN's common and preferred stock in a tax-free distribution (the "Spin-Off").

Since 2021, the Company has been structured as an umbrella partnership REIT under which substantially all of our business is conducted through GLP Capital, the day-to-day management of which is exclusively controlled by GLPI. GLPI has no material assets other than its investment in GLP Capital. GLPI issues equity from time to time and is obligated to contribute the net proceeds from those offerings to GLP Capital. As of September 30, 2025, GLPI holds a 97.1% controlling financial interest in the operating partnership.

Business Strategy

We seek to provide an opportunity to invest in the growth opportunities afforded by the gaming industry, with the stability and cash flow opportunities of a REIT. Our primary business consists of acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease arrangements. Under these arrangements, in addition to rent, the tenants are required to pay the following executory costs: (1) all facility maintenance, (2) all insurance required in connection with the leased properties and the business conducted on the leased properties, including coverage of the landlord's interests, (3) taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor) and (4) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties.

Property and lease information

The Company has disclosed the following key terms of its Master Leases and Single Property Leases in the tables below, along with the properties within each lease at September 30, 2025. We believe the following key terms are important for users of our financial statements to understand.

• The Coverage ratio is a defined term in each respective lease agreement with our tenants and represents the ratio of Adjusted EBITDAR to rent expense for the properties contained within each lease. Adjusted EBITDAR is defined in each respective lease but is generally consistent with the Company's definition of Adjusted EBITDA as described in the Results of Operations section of this Management Discussion and Analysis, plus rent expense paid to GLPI.

• Certain leases have a Minimum Escalator Coverage Ratio Governor as disclosed below. Before a rent escalation of up to 2% on the building base rent component of each lease can occur, the minimum coverage ratio for these leases needs to be 1.8 to 1 for the applicable lease year.

• The reported Coverage ratios below with respect to our tenants' rent coverage over the trailing twelve months were provided by our tenants for the most recently available time period. GLPI has not independently verified the accuracy of the tenants' information and therefore makes no representation as to its accuracy. Rent coverage ratios are not reported for ground leases, leases with development projects nor on leases that have been in effect for less than twelve months.

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Master Leases
Penn 2023 Master Lease Amended Penn Master Lease
Operator PENN PENN
Properties Hollywood Casino Aurora Aurora, IL Hollywood Casino Lawrenceburg Lawrenceburg, IN
Hollywood Casino Joliet Joliet, IL Argosy Casino Alton Alton, IL
Hollywood Casino Toledo Toledo, OH Hollywood Casino at Charles Town Races Charles Town, WV
Hollywood Casino Columbus Columbus, OH Hollywood Casino at Penn National Race Course Grantville, PA
M Resort Henderson, NV Hollywood Casino Bangor Bangor, ME
Hollywood Casino at the Meadows Washington, PA Zia Park Casino Hobbs, NM
Hollywood Casino Perryville Perryville, MD Hollywood Casino Gulf Coast Bay St. Louis, MS
Argosy Casino Riverside Riverside, MO
Hollywood Casino Tunica Tunica, MS
Boomtown Biloxi Biloxi, MS
Hollywood Casino St. Louis Maryland Heights, MO
Hollywood Gaming Casino at Dayton Raceway Dayton, OH
Hollywood Gaming Casino at Mahoning Valley Race Track Youngstown, OH
1st Jackpot Casino Tunica, MS
Commencement Date 1/1/2023 11/1/2013
Lease Expiration Date 10/31/2033 10/31/2033
Remaining Renewal Terms 15 (3x5 years) 15 (3x5 years)
Corporate Guarantee Yes Yes
Master Lease with Cross Collateralization Yes Yes
Technical Default Landlord Protection Yes Yes
Default Adjusted Revenue to Rent Coverage 1.1 1.1
Competitive Radius Landlord Protection Yes Yes
Escalator Details
Yearly Base Rent Escalator Maximum 1.5% (1) 2  %
Coverage ratio at June 30, 2025 1.88 2.13
Minimum Escalator Coverage Governor N/A 1.8
Yearly Anniversary for Realization November November
Percentage Rent Reset Details
Reset Frequency N/A 5 years
Next Reset N/A Nov-28

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

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Master Leases
Amended Pinnacle Master Lease Bally's Master Lease
Operator PENN Bally's
Properties Ameristar Black Hawk Black Hawk, CO Bally's Evansville Evansville, IN
Ameristar East Chicago East Chicago, IN Bally's Dover Casino Resort Dover, DE
Ameristar Council Bluffs Council Bluffs, IA Black Hawk (Black Hawk North, West and East casinos) Black Hawk, CO
L'Auberge Baton Rouge Baton Rouge, LA Quad Cities Casino & Hotel Rock Island, IL
Boomtown Bossier City Bossier City, LA Bally's Tiverton Hotel & Casino Tiverton, RI
L'Auberge Lake Charles Lake Charles, LA Hard Rock Casino and Hotel Biloxi Biloxi, MS
Boomtown New Orleans New Orleans, LA
Ameristar Vicksburg Vicksburg, MS
River City Casino & Hotel St. Louis, MO
Jackpot Properties (Cactus Petes and Horseshu) Jackpot, NV
Plainridge Park Casino Plainridge, MA

Commencement Date 4/28/2016 6/3/2021
Lease Expiration Date 4/30/2031 6/2/2036
Remaining Renewal Terms 20 (4x5 years) 20 (4x5 years)
Corporate Guarantee Yes Yes
Master Lease with Cross Collateralization Yes Yes
Technical Default Landlord Protection Yes Yes
Default Adjusted Revenue to Rent Coverage 1.2 1.35 (1)
Competitive Radius Landlord Protection Yes Yes
Escalator Details
Yearly Base Rent Escalator Maximum 2  % (2)
Coverage ratio at June 30, 2025 1.69 (3) 2.00
Minimum Escalator Coverage Governor 1.8 N/A
Yearly Anniversary for Realization May June
Percentage Rent Reset Details
Reset Frequency 2 years N/A
Next Reset May-26 N/A

(1)     If the tenant's parent's net leverage is greater than 5.5 to 1, then the adjusted revenue to rent coverage for the last two consecutive test periods must be at least 1.35. If the tenant's parent's net leverage is equal to or less than 5.5 to 1, then the ratio shall be reduced to 1.2.
(2)     If the CPI increase is at least 0.5% for any lease year, then the rent shall increase by the greater of 1% of the rent as of the immediately preceding lease year and the CPI increase capped at 2%. If the CPI is less than 0.5% for such lease year, then the rent shall not increase for such lease year.

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

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Master Leases
Bally's Master Lease II Casino Queen Master Lease
Operator Bally's Bally's
Properties Bally's Kansas City Kansas City, MO Casino Queen Marquette Marquette, IA
Bally's Shreveport Shreveport, LA Belle of Baton Rouge Baton Rouge, LA
Draft Kings at Casino Queen (4) East St. Louis, IL
The Queen Baton Rouge (4) Baton Rouge, LA
Commencement Date 12/16/2024 12/17/2021
Lease Expiration Date 12/15/2039 12/31/2036
Remaining Renewal Terms 20 (4x5 years) 20 (4x5 years)
Corporate Guarantee Yes (5)
Master Lease with Cross Collateralization Yes Yes
Technical Default Landlord Protection Yes Yes
Default Adjusted Revenue to Rent Coverage 1.35 (1) 1.35 (1)
Competitive Radius Landlord Protection Yes Yes
Escalator Details
Yearly Base Rent Escalator Maximum (2) (3)
Coverage ratio at June 30, 2025 2.78 N/A
Minimum Escalator Coverage Governor N/A N/A
Yearly Anniversary for Realization December December
Percentage Rent Reset Details
Reset Frequency N/A N/A
Next Reset N/A N/A

(1)     If the tenant's parent's net leverage is greater than 5.5 to 1, then the adjusted revenue to rent coverage for the last two consecutive test periods must be at least 1.35. If the tenant's parent's net leverage is equal to or less than 5.5 to 1, then the ratio shall be reduced to 1.2. For the Casino Queen Master Lease the test begins on the first anniversary after both development projects are completed and open to the public.
(2)     If the CPI increase is at least 0.5% for any lease year, then the rent shall increase by the greater of 1% of the rent as of the immediately preceding lease year and the CPI increase capped at 2%. If the CPI is less than 0.5% for such lease year, then the rent shall not increase for such lease year.

(3)     Rent increases by 0.5% for the first six years. Beginning in the seventh lease year through the remainder of the lease term, if the CPI increases by at least 0.25% for any lease year then annual rent shall be increased by 1.25%, and if the CPI is less than 0.25% then rent will remain unchanged for such lease year.

(4)     Effective July 1, 2025, these properties were transferred to Bally's Master II and the associated annual rental income of $28.9 million was reallocated from the Casino Queen Master Lease to Bally's Master Lease II. The Bally's Master Lease II rent coverage ratio has been restated on a proforma basis.

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

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Master Leases
Boyd Master Lease Caesars Amended and Restated Master Lease
Operator Boyd Caesars
Properties Belterra Casino Resort Florence, IN Tropicana Atlantic City Atlantic City, NJ
Ameristar Kansas City Kansas City, MO Tropicana Laughlin Laughlin, NV
Ameristar St. Charles St. Charles, MO Trop Casino Greenville Greenville, MS
Isle Casino Hotel Bettendorf Bettendorf, IA
Isle Casino Hotel Waterloo Waterloo, IA
Commencement Date 10/15/2018 10/1/2018
Lease Expiration Date 4/30/2031 9/30/2038
Remaining Renewal Terms 20 (4x5 years) 20 (4x5 years)
Corporate Guarantee No Yes
Master Lease with Cross Collateralization Yes Yes
Technical Default Landlord Protection Yes Yes
Default Adjusted Revenue to Rent Coverage 1.4 1.2
Competitive Radius Landlord Protection Yes Yes
Escalator Details
Yearly Base Rent Escalator Maximum 2  % 1.75 % (1)
Coverage ratio at June 30, 2025 2.46 1.75
Minimum Escalator Coverage Governor 1.8 N/A
Yearly Anniversary for Realization May October
Percentage Rent Reset Details
Reset Frequency 2 years N/A
Next Reset May-26 N/A

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

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Master Leases
Pennsylvania Live! Master Lease Strategic Gaming Leases (1)
Operator Cordish Strategic
Properties Live! Casino & Hotel Philadelphia Philadelphia, PA Silverado Franklin Hotel & Gaming Complex Deadwood, SD
Live! Casino Pittsburgh Greensburg, PA Deadwood Mountain Grand Casino Deadwood, SD
Baldini's Casino Sparks, NV
Commencement Date 3/1/2022 5/16/2024
Lease Expiration Date 2/28/2061 5/31/2049
Remaining Renewal Terms 21 (1x11 years, 1x10 years) 20 (2x10 years)
Corporate Guarantee No Yes
Master Lease with Cross Collateralization Yes Yes
Technical Default Landlord Protection Yes Yes
Default Adjusted Revenue to Rent Coverage 1.4 1.4 (2)
Competitive Radius Landlord Protection Yes Yes
Escalator Details
Yearly Base Rent Escalator Maximum 1.75  % 2% (2)
Coverage ratio at June 30, 2025 2.50 1.82 (3)
Minimum Escalator Coverage Governor N/A N/A
Yearly Anniversary for Realization March Jun-26
Percentage Rent Reset Details
Reset Frequency N/A N/A
Next Reset N/A N/A

(1)     Consists of two leases that are cross collateralized and co-terminus with each other.
(2)     The default adjusted revenue to rent coverage declines to 1.25 if the tenant's adjusted revenues total $75 million or more. Annual rent escalates at 2% beginning in year three of the lease and in year 11 escalates based on the greater of 2% or CPI, capped at 2.5%.
(3)     Coverage ratio above is proforma for the acquisition of the real estate assets of Sunland Park which closed on October 15, 2025.

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Single Property Leases
Belterra Park Lease Horseshoe St Louis Lease Morgantown Lease MD Live! Lease
Operator Boyd Caesars PENN Cordish
Properties Belterra Park Gaming & Entertainment Center Horseshoe St. Louis Hollywood Casino Morgantown Live! Casino & Hotel Maryland
Cincinnati, OH St. Louis, MO Morgantown, PA Hanover, MD

Commencement Date 10/15/2018 9/29/2020 10/1/2020 12/29/2021
Lease Expiration Date 04/30/2031 10/31/2033 10/31/2040 12/31/2060
Remaining Renewal Terms 20 (4x5 years) 20 (4x5 years) 30 (6x5 years) 21 (1x11 years, 1x10 years)
Corporate Guarantee No Yes Yes No
Technical Default Landlord Protection Yes Yes Yes Yes
Default Adjusted Revenue to Rent Coverage 1.4 1.2 N/A 1.4
Competitive Radius Landlord Protection Yes Yes N/A Yes
Escalator Details
Yearly Base Rent Escalator Maximum 2% 1.25% (1)
1.25% (2)
1.75%
Coverage ratio at June 30, 2025 3.06 1.97 N/A 3.56
Minimum Escalator Coverage Governor 1.8 N/A N/A N/A
Yearly Anniversary for Realization May October December January
Percentage Rent Reset Details
Reset Frequency 2 years N/A N/A N/A
Next Reset May 2026 N/A N/A N/A

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

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

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Single Property Leases
Tropicana Lease Tioga Downs Lease Rockford Lease Chicago Lease
Operator Bally's American Racing and Entertainment  (managed by Hard Rock) Bally's
Properties Tropicana Las Vegas Tioga Downs Hard Rock Casino Rockford Bally's Chicago Development
Las Vegas, NV Nichols, NY Rockford, IL Chicago, IL

Commencement Date 9/26/2022 2/6/2024 8/29/2023 7/18/2025
Lease Expiration Date 9/25/2072 2/28/2054 8/31/2122 7/31/2040
Remaining Renewal Terms 49 (1 x 24 years, 1 x 25 years) 32 years and 10 months (2x10 years, 1x12 years and 10 months) None 20 (4 x 5 years)
Corporate Guarantee Yes Yes No Yes
Technical Default Landlord Protection Yes Yes Yes Yes
Default Adjusted Revenue to Rent Coverage 1.35 (1) 1.4 1.4 1.35 (1)
Competitive Radius Landlord Protection Yes Yes Yes Yes
Escalator Details
Yearly Base Rent Escalator Maximum (2) 1.75% (3)
2% (2)
Coverage ratio at June 30, 2025 N/A 1.98 N/A N/A
Minimum Escalator Coverage Governor N/A N/A N/A N/A
Yearly Anniversary for Realization October March September August
Percentage Rent Reset Details
Reset Frequency N/A N/A N/A N/A
Next Reset N/A N/A N/A N/A

(1)     Effective July 1, 2025, this ratio has been revised so that if the tenant's parent's net leverage is greater than 5.5 to 1, then the adjusted revenue to rent coverage for the last two consecutive test periods must be at least 1.35. If the tenant's parent's net leverage is equal to or less than 5.5 to 1, then the ratio shall be reduced to 1.2.

(2)     If the CPI increase is at least 0.5% for any lease year, then the rent shall increase by the greater of 1% of the rent as of the immediately preceding lease year and the CPI increase capped at 2%. If the CPI is less than 0.5% for such lease year, then the rent shall not increase for such lease year.

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

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Funding commitments

As of September 30, 2025, we have entered into various commitments or call rights to finance/acquire future investments in gaming and related facilities for our tenants. These are detailed in the table below. 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 Condensed Consolidated Financial Statements for further details.

Description Maximum Commitment amount Amount funded at September 30, 2025

Relocation of Hollywood Casino Aurora (1) $225 million None
Relocation of Hollywood Casino Joliet $130 million $130.0 million
Construction of a hotel tower at the M Resort (2) $150 million None
Construction of a hotel at Hollywood Casino Columbus $70 million None
Funding associated with a landside move at Ameristar Casino Council Bluffs (3) None
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 None (4)
Funding and oversight of a landside move and hotel renovation at The Belle $111 million $75.6 million
Construction costs for a landside development project at Casino Queen Marquette $16.5 million $5.1 million
Ione Loan to fund a new casino development near Sacramento, California $110 million $39.3 million
Call right to acquire Bally's Lincoln $735 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)    On August 11, 2025, PENN requested $150 million for its M Resort hotel tower project which will be subject to a capitalization rate of 7.79% and is anticipated to be funded in early November 2025.

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

(4)    In October 2025, the Company funded $125.4 million on this development project.

Critical Accounting Estimates
 
We make certain judgments and use certain estimates and assumptions when applying accounting principles in the preparation of our consolidated financial statements. The nature of the estimates and assumptions are material due to the levels of subjectivity and judgment necessary to account for highly uncertain factors or the susceptibility of such factors to change. We have identified the accounting for leases, investment in leases, financing receivables, net, allowance for credit losses, income taxes, and real estate investments as critical accounting estimates, as they are the most important to our financial statement presentation and require difficult, subjective and complex judgments.
 
We believe the current assumptions and other considerations used to estimate amounts reflected in our condensed consolidated financial statements are appropriate. However, if actual experience differs from the assumptions and other considerations used in estimating amounts reflected in our consolidated financial statements, the resulting changes could have a material adverse effect on our consolidated results of operations and, in certain situations, could have a material adverse effect on our consolidated financial condition.
 
For further information on our critical accounting estimates, see Item 7. "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and the Notes to our audited consolidated financial statements included in our most recent Annual Report. There has been no material change to these estimates for the three and nine months ended September 30, 2025.

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Executive Summary
 
Financial Highlights
 
We reported total revenues and income from operations of $397.6 million and $337.2 million, respectively, for the three months ended September 30, 2025, compared to $385.3 million and $271.4 million, respectively, for the corresponding period in the prior year. The Company reported total revenues and income from operations of $1,187.7 million and $838.1 million, respectively for the nine months ended September 30, 2025 compared to $1,141.9 million and $822.5 million for the corresponding period in the prior year.

The major factors affecting our results for the three and nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024, were as follows:
 
• Total income from real estate increased by $12.3 million to $397.6 million for the three months ended September 30, 2025 compared to $385.3 million for the corresponding period in the prior year. The primary reason for the increase was from our recent acquisitions which increased cash rental income by $16.5 million. Additionally, the three months ended September 30, 2025 benefited by $4.0 million from escalations on our leases, and higher ground rent revenue of $1.0 million. These items were partially offset by unfavorable straight-line rent adjustments of $9.3 million.

• Total income from real estate increased by $45.8 million to $1,187.7 million for the nine months ended September 30, 2025 compared to $1,141.9 million for the corresponding period in the prior year. The primary reason for the increase was from our recent acquisitions which increased cash rental income by $54.2 million. Additionally, the nine months ended September 30, 2025 benefited by $13.6 million from escalations on our leases, favorable variable rents of $2.2 million and higher ground rent revenue of $2.8 million. These items were partially offset by lower accretion of $1.0 million on its Investment in leases and unfavorable straight-line rent adjustments of $26.0 million.

• Total operating expenses decreased by $53.5 million for the three months ended September 30, 2025 as compared to the corresponding period in the prior year. The primary reason for the decrease was a decline in the provision for credit losses of $65.0 million resulting from a more optimistic forward looking economic forecast at September 30, 2025 compared to what was utilized at June 30, 2025. The provision in the third quarter of 2024 of $27.7 million was due primarily from the initial establishment of a credit loss reserve on the Tropicana Las Vegas Lease as it was reassessed due to a lease reconsideration event and was classified as a sales type lease. The reconsideration event also resulted in a gain of $3.8 million on the reclassification of the lease. The Company also incurred higher land rights and ground lease expense of $2.0 million due to the acquisition of the assets in Bally's Master Lease II. Additionally, general and administrative expenses increased by $3.1 million due primarily from an executive severance charge of $6.3 million related to the Company's former Chief Investment Officer, partially offset by lower stock based compensation costs of $3.9 million due to forfeitures from the executive awards. Finally, the Company incurred higher depreciation expense of $2.7 million due to its recent acquisitions.

• Total operating expenses increased by $30.2 million for the nine months ended September 30, 2025 as compared to the corresponding period in the prior year. The Company incurred an increase in the provision for credit losses of $8.4 million during the nine months ended September 30, 2025. The provision increase was due primarily from a more pessimistic forward looking economic forecast at September 30, 2025 compared to what was utilized for the corresponding period in the prior year which was impacted by the initial establishment of a reserve for the Tropicana Las Vegas Lease as previously mentioned. The Company also incurred higher land rights and ground lease expense of $5.8 million due to the acquisition of the assets in Bally's Master Lease II. Additionally, general and administrative expenses increased by $6.0 million due primarily from an executive severance charge of $6.3 million related to the Company's former Chief Investment Officer, higher deal related and legal costs of $0.9 million, and higher salaries and bonus expense of $0.4 million which was partially offset by lower stock-based compensation expense of $2.4 million due primarily from the forfeiture of awards from the departure of an executive. The Company also incurred higher depreciation of $6.3 million due to its recent acquisitions. Gains from dispositions declined by $3.7 million due to the previously mentioned gain related to the reconsideration event on the Tropicana Las Vegas Lease.

• Other expenses increased by $7.3 million and $24.5 million for the three and nine months ended September 30, 2025. Results for the three month period ended September 30, 2025 were negatively impacted by lower average interest earning balances compared to the prior year which resulted in a $5.2 million reduction in interest income. Results for the current period also included a debt extinguishment charge of $3.8 million for a call premium payment and accelerated amortization of debt issuance costs due to the April 2026 Notes redemption. Results for the nine months ended September 30, 2025 included higher interest expense of $12.2 million associated with the Company's increased borrowings to fund our recent acquisitions and prefunding the redemption for our $850 million, 5.25% senior unsecured note that occurred in March 2025, lower interest income of $8.5 million from a reduction in our average interest earning balances, as well as the previously mentioned debt extinguishment charge.

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

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Results of Operations
 
The following are the most important factors and trends that contribute or may contribute to our operating performance:

• We have announced or closed numerous transactions in recent years and expect to continue to grow our portfolio by pursuing opportunities to acquire additional gaming facilities (either existing facilities or new development facilities) to lease to gaming operators under prudent terms.

• Several wholly-owned subsidiaries of PENN lease a substantial number of our properties and account for a significant portion of our revenue.

• The risks related to economic conditions, including volatility in the financial markets, high inflation levels and the effect of such conditions on consumer spending for leisure and gaming activities, which may negatively impact our gaming tenants and operators and the variable rent and certain annual rent escalators we receive from our tenants.

• The ability to refinance our significant levels of debt at attractive terms and obtain favorable funding in connection with future business opportunities.
 
• The fact that the rules and regulations of U.S. federal income taxation are constantly under review by legislators, the Internal Revenue Service and the U.S. Department of the Treasury. Changes to the tax laws or interpretations thereof, with or without retroactive application, could materially and adversely affect GLPI's investors or GLPI.

The consolidated results of operations for the three and nine months ended September 30, 2025 and 2024 are summarized below:
                                                                    
  Three Months Ended September 30, Nine Months Ended September 30,
  2025 2024 2025 2024
  (in thousands)

Total revenues $ 397,610  $ 385,341  $ 1,187,721  $ 1,141,931 

Total operating expenses 60,447  113,897  349,660  319,452 
Income from operations 337,163  271,444  838,061  822,479 
Total other expenses (88,122) (80,829) (261,392) (236,877)
Income before income taxes 249,041  190,615  576,669  585,602 
Income tax expense 560  515  1,669  1,564 
Net income $ 248,481  $ 190,100  $ 575,000  $ 584,038 
Net income attributable to non-controlling interest in the Operating Partnership (7,290) (5,406) (17,186) (16,630)
Net income attributable to common shareholders $ 241,191  $ 184,694  $ 557,814  $ 567,408 

 
FFO, AFFO and Adjusted EBITDA
 
Funds From Operations ("FFO"), Adjusted Funds From Operations ("AFFO") and Adjusted EBITDA are non-U.S. generally accepted accounting principles ("GAAP") financial measures used by the Company as performance measures for benchmarking against the Company’s peers and as internal measures of business operating performance, which is used as a bonus metric. These metrics are presented assuming full conversion of limited partnership units to common shares and therefore before the income statement impact of non-controlling interests. The Company believes FFO, AFFO and Adjusted EBITDA provide a meaningful perspective of the underlying operating performance of the Company’s current business. This is especially true since these measures exclude real estate depreciation and we believe that real estate values fluctuate based on market conditions rather than depreciating in value ratably on a straight-line basis over time. 

FFO, AFFO and Adjusted EBITDA are non-GAAP financial measures that are considered supplemental measures for the real estate industry and a supplement to GAAP measures. The National Association of Real Estate Investment Trusts defines FFO as net income (computed in accordance with GAAP), excluding (gains) or losses from dispositions of property, net of tax and real estate depreciation. We define AFFO as FFO excluding, as applicable to the particular period, stock based compensation expense; the amortization of debt issuance costs, bond premiums and original issuance discounts; other depreciation; amortization of land rights; accretion on investment in leases, financing receivables; non-cash adjustments to financing lease liabilities; straight-line rent and deferred rent adjustments; losses on debt extinguishment; severance charges, capitalized interest; and provision (benefit) for

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credit losses, net, reduced by capital maintenance expenditures. Finally, we define Adjusted EBITDA as net income excluding, as applicable to the particular period, interest, net; income tax expense; real estate depreciation; other depreciation; (gains) or losses from dispositions of property, net of tax; stock based compensation expense; straight-line rent and deferred rent adjustments; amortization of land rights; accretion on Investment in leases, financing receivables; non-cash adjustments to financing lease liabilities; losses on debt extinguishment; severance charges; and provision (benefit) for credit losses, net.

FFO, AFFO and Adjusted EBITDA are not recognized terms under GAAP. These non-GAAP financial measures: (i) do not represent cash flows from operations as defined by GAAP; (ii) should not be considered as an alternative to net income as a measure of operating performance or to cash flows from operating, investing and financing activities; and (iii) are not alternatives to cash flows as a measure of liquidity. In addition, these measures should not be viewed as an indication of our ability to fund our cash needs, including to make cash distributions to our shareholders, to fund capital improvements, or to make interest payments on our indebtedness. Investors are also cautioned that FFO, AFFO and Adjusted EBITDA, as presented, may not be comparable to similarly titled measures reported by other real estate companies, including REITs, due to the fact that not all real estate companies use the same definitions. Our presentation of these measures does not replace the presentation of our financial results in accordance with GAAP.

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 The reconciliation of the Company’s net income per GAAP to FFO, AFFO, and Adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024 is as follows:                                                                                                                                
Three Months Ended 
 
September 30, Nine Months Ended 
 
September 30,
  2025 2024 2025 2024
(in thousands)
Net income $ 248,481   $ 190,100   $ 575,000   $ 584,038  
Gains from dispositions of property, net of tax —  (3,790) (125) (3,790)
Real estate depreciation 66,985  64,289  200,263  193,943 
Funds from operations $ 315,466   $ 250,599   $ 775,138   $ 774,191  
Straight-line rent and deferred rent adjustments (5,390) (14,682) (20,235) (46,262)

Other depreciation 488  482  1,457  1,450 
Provision (benefit) for credit losses, net (37,363) 27,686  55,611  47,194 
Amortization of land rights 4,270  3,276  12,810  9,828 
Amortization of debt issuance costs, bond premiums and original issuance discounts
3,425  2,803  9,884  8,172 
Stock based compensation 1,551  5,463  16,565  19,010 
Losses on debt extinguishment 3,783  —  3,783  — 
Severance charges 6,320  —  6,320  — 
Accretion on investment in leases, financing receivables (6,991) (7,093) (20,753) (21,753)
Non-cash adjustment to financing lease liabilities 112  112  317  358 
Capitalized interest (3,652) (857) (10,668) (857)
Capital maintenance expenditures —  453  (157) (99)
Adjusted funds from operations $ 282,019   $ 268,242   $ 830,072   $ 791,232  
Interest, net 83,552  80,047  255,277  234,697 
Income tax expense 560  515  1,669  1,564 
Capital maintenance expenditures —  (453) 157  99 
Amortization of debt issuance costs, bond premiums and original issuance discounts
(3,425) (2,803) (9,884) (8,172)
Capitalized interest 3,652  857  10,668  857 
Adjusted EBITDA $ 366,358   $ 346,405   $ 1,087,959   $ 1,020,277