10-Q – 2025-10-30 – glpi-20250930.htm

Net income, FFO, AFFO and Adjusted EBITDA were $248.5 million, $315.5 million, $282.0 million, and $366.4 million for the three months ended September 30, 2025, respectively. This compares to net income, FFO, AFFO and Adjusted EBITDA of $190.1 million, $250.6 million, $268.2 million and $346.4 million for the corresponding period in the prior year. The increase in net income of $58.4 million was primarily attributable to decreased operating expenses of $53.5 million which was driven by the decrease in provision for credit losses of $65.0 million and by an increase in total revenues of $12.3 million. These increases were partially offset by higher other expenses of $7.3 million.

Net income, FFO, AFFO and Adjusted EBITDA were $575.0 million, $775.1 million, $830.1 million, and $1,088.0 million for the nine months ended September 30, 2025, respectively. This compares to net income, FFO, AFFO and Adjusted EBITDA of $584.0 million, $774.2 million, $791.2 million and $1,020.3 million for the corresponding period in the prior year. The decrease in net income of $9.0 million was primarily attributable to decreased operating expenses of $30.2 million and higher other expenses of $24.5 million driven by higher interest expense to partially finance our acquisitions and lower interest income earned on cash and investments partially offset by an increase in total revenues of $45.8 million.

The decrease in FFO for the nine months ended September 30, 2025 was due to the items described above, excluding gains from dispositions of property and real estate depreciation. The increases in AFFO and Adjusted EBITDA were due to the items described above, as well as the adjustments mentioned in the tables above.

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Revenues

Revenues for the three and nine months ended September 30, 2025 and 2024 were as follows (in thousands):

  Three Months Ended September 30,   Percentage
2025 2024 Variance Variance
Rental income $ 341,755  $ 333,244  $ 8,511  2.6  %

Income from investment in leases, financing receivables 48,066  47,503  563  1.2  %
Income from sales type leases 3,767  1,240  2,527  203.8  %
Interest income from real estate loans 4,022  3,354  668  19.9  %
Total income from real estate
$ 397,610  $ 385,341  $ 12,269  3.2  %

Nine Months Ended September 30, Percentage
2025 2024 Variance Variance
Rental income $ 1,021,534  $ 996,641  $ 24,893  2.5  %
Income from investment in leases, financing receivables 143,756  137,782  5,974  4.3  %
Income from sales type leases 11,289  1,240  10,049  810.4  %
Interest income from real estate loans 11,142  6,268  4,874  77.8  %
Total income from real estate 1,187,721  $ 1,141,931  45,790  4.0  %

Total income from real estate
 
• 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 reason for the increase was primarily due to our recent acquisitions which in the aggregate increased cash rental income by $16.5 million for the three months ended September 30, 2025. Additionally, the three months ended September 30, 2025 benefited by $4.0 million compared to the corresponding period in the prior year from escalations on our leases, favorable variable rents of $0.2 million, higher ground rent revenue of $1.0 million. The Company also had unfavorable straight-line rent adjustments of $9.3 million compared to the corresponding period in the prior year and lower accretion of $0.1 million on Investment in leases.

• 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 reason for the increase was primarily due to our recent acquisitions which in the aggregate increased cash rental income by $54.2 million for the nine months ended September 30, 2025. Additionally, the nine months ended September 30, 2025 benefited by $13.6 million compared to the corresponding period in the prior year from escalations on our leases, favorable variable rents of $2.2 million and higher ground rent revenue of $2.8 million. The Company also recognized lower accretion of $1.0 million on its Investment in leases and unfavorable straight-line rent adjustments of $26.0 million compared to the corresponding period in the prior year.

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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 Building base rent Land base rent Percentage rent and other rental revenue Interest income on real estate loans Total cash income Straight-line rent and deferred rent adjustments (1) Ground rent in revenue Accretion on financing leases Total income from real estate
Amended PENN Master Lease $ 54,152  $ 10,758  $ 6,502  $ —   $ 71,412  $ 4,952  $ 595  $ —  $ 76,959 
PENN 2023 Master Lease 61,476  —  70  —   61,546  4,852  —  —  66,398 
Amended Pinnacle Master Lease 61,482  17,814  8,122  —   87,418  1,858  2,218  —  91,494 
PENN Morgantown Lease —  796  —  —   796  —  —  —  796 
Caesars Master Lease 16,302  5,932  —  —   22,234  1,916  330  —  24,480 
Horseshoe St. Louis Lease 5,991  —  —  —   5,991  325  —  —  6,316 
Boyd Master Lease 20,879  2,946  3,047  —   26,872  (2,364) 432  —  24,940 
Boyd Belterra Lease 738  473  500  —   1,711  (377) —  —  1,334 
Bally's Master Lease 26,939  —  —  —   26,939  —  2,541  —  29,480 
Bally's Master Lease II 15,265  —  —  —   15,265  (67) 891  —  16,089 
Maryland Live! Lease 19,412  —  —  —   19,412  —  2,129  3,395  24,936 
Pennsylvania Live! Master Lease 12,942  —  —  —   12,942  —  309  2,184  15,435 
Casino Queen Master Lease 2,301  —  —  —   2,301  (705) —  —  1,596 
Tropicana Las Vegas Lease —  3,768  —  —   3,768  —  —  (1) 3,767 
Rockford Lease —  2,054  —  —  2,054  —  —  519  2,573 
Rockford Loan —  —  —  3,067  3,067  —  —  —  3,067 
Tioga Downs Lease 3,694  —  —  —  3,694  —  2  576  4,272 
Strategic Gaming Leases 2,299  —  —  —  2,299  —  106  318  2,723 
Ione Loan —  —  —  955  955  —  —  —  955 
Bally's Chicago Lease —  5,000  —  —  5,000  (5,000) —  —  — 
Total $ 303,872  $ 49,541  $ 18,241  $ 4,022  $ 375,676  $ 5,390  $ 9,553  $ 6,991  $ 397,610 

(1) Amount includes $0.1 million of tenant improvement allowance amortization.

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Nine Months Ended September 30, 2025 Building base rent Land base rent Percentage rent and other rental revenue Interest income on real estate loans Total cash income Straight-line rent and deferred rent adjustments (2) Ground rent in revenue Accretion on financing leases Total income from real estate
Amended PENN Master Lease $ 162,455  $ 32,276  $ 19,558  $ —   $ 214,289 $ 14,856  $ 1,705  $ —  $ 230,850 
PENN 2023 Master Lease 181,070  —  (134) —   180,936 14,327  —  —  195,263 
Amended Pinnacle Master Lease 184,447  53,442  24,365  —   262,254 5,574  6,424  —  274,252 
PENN Morgantown Lease —  2,388  —  —   2,388 —  —  —  2,388 
Caesars Master Lease 48,906  17,796  —  —   66,702 5,748  990  —  73,440 
Horseshoe St. Louis Lease 17,974  —  —  —   17,974 974  —  —  18,948 
Boyd Master Lease 62,091  8,839  9,140  —   80,070 (5,078) 1,297  —  76,289 
Boyd Belterra Lease 2,195  1,420  1,500  —   5,115 (779) —  —  4,336 
Bally's Master Lease 79,924  —  —  —   79,924 —  7,745  —  87,669 
Bally's Master Lease II 31,361  —  —  —   31,361 (67) 2,779  —  34,073 
Maryland Live! Lease 58,236  —  —  —   58,236 —  6,415  10,020  74,671 
Pennsylvania Live! Master Lease 38,676  —  —  —   38,676 —  928  6,560  46,164 
Casino Queen Master Lease 18,694  —  —  —   18,694 (320) —  —  18,374 
Tropicana Las Vegas Lease —  11,293  —  —   11,293 —  —  (4) 11,289 
Rockford Lease —  6,134  —  —  6,134 —  —  1,547  7,681 
Rockford Loan —  —  —  9,100  9,100 —  —  —  9,100 
Tioga Downs Lease 11,042  —  —  —  11,042 —  5  1,708  12,755 
Strategic Gaming Leases 6,898  —  —  —  6,898 —  317  922  8,137 
Ione Loan —  —  —  2,042  2,042 —  —  —  2,042 
Bally's Chicago Lease —  15,000  —  —  15,000 (15,000) —  —  — 
Total $ 903,969  $ 148,588  $ 54,429  $ 11,142  $ 1,118,128 $ 20,235  $ 28,605  $ 20,753  $ 1,187,721 

(2) Amount includes $0.2 million of tenant improvement allowance amortization.

In accordance with ASC 842, the Company records revenue for the ground lease rent paid by its tenants with an offsetting expense in land rights and ground lease expense within the condensed consolidated statements of income as the Company has concluded that as the lessee it is the primary obligor under the ground leases. The Company subleases these ground leases back to its tenants, who are responsible for payment directly to the landlord. 

The Company recognizes earnings on Investment in leases, financing receivables and Investment in leases, sales type based on the effective yield method using the discount rate implicit in the leases. The amounts in the table above labeled accretion on financing leases represent earnings recognized in excess of cash received during the period.

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Operating expenses
 
Operating expenses for the three and nine months ended September 30, 2025 and 2024 were as follows (in thousands):

Three Months Ended September 30, Percentage
2025 2024 Variance Variance

Land rights and ground lease expense $ 13,785  $ 11,758  $ 2,027  17.2  %
General and administrative 16,552  13,472  3,080  22.9  %
Gains from dispositions —  (3,790) 3,790  N/A
Depreciation 67,473  64,771  2,702  4.2  %

Provision for credit losses (37,363) 27,686  (65,049) (235.0) %
Total operating expenses $ 60,447  $ 113,897  $ (53,450) (46.9) %

Nine Months Ended September 30, Percentage
2025 2024 Variance Variance
Land rights and ground lease expense 41,282  35,446  5,836  16.5  %
General and administrative 51,172  45,209  5,963  13.2  %
Gains from dispositions (125) (3,790) 3,665  N/A
Depreciation 201,720  195,393  6,327  3.2  %

Provision for credit losses 55,611  47,194  8,417  17.8  %
Total operating expenses 349,660  319,452  30,208  9.5  %

Land rights and ground lease expense

Land rights and ground lease expense includes the amortization of land rights and rent expense related to the Company's long-term ground leases. Land rights and ground lease expense increased by $2.0 million and $5.8 million for the three and nine months ended September 30, 2025, as compared to the corresponding period in the prior year due to the acquisition of the real estate assets in Bally's Master Lease II.

General and Administrative Expense

General and administrative expenses include items such as compensation costs (including stock based compensation), professional services and costs associated with development activities. General and administrative expenses increased by $3.1 million and $6.0 million for the three and nine months ended September 30, 2025 as compared to the corresponding period in the prior year. The results for the three month period ended September 30, 2025 included an executive severance charge of $6.3 million, partially offset by lower stock based compensation costs of $3.9 million due to forfeitures from the executives awards. Results for the nine month period ended September 30, 2025, were impacted by the aforementioned severance charge, 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.

Gains from dispositions

Gains from dispositions for the three and nine months ended September 30, 2024 of $3.8 million was due to the lease reconsideration event for the Tropicana Las Vegas Lease which resulted in the lease being reclassified from an operating lease to a sales type lease.

Depreciation

Depreciation expense increased by $2.7 million and $6.3 million for the three and nine months ended September 30, 2025 as compared to the corresponding period in the prior year due to our recent acquisition activity.

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Provision for credit losses

The Company recorded a benefit for credit losses of $37.4 million and a provision for credit losses of $55.6 million for the three and nine months ended September 30, 2025 compared to a provision of $27.7 million and $47.2 million for the corresponding periods in the prior year. As described in Note 3, the Company follows ASC 326 “Credit Losses”, which requires that the Company measure and record current expected credit losses, the scope of which includes our Investments in leases, financing receivables, net as well as the Company's real estate loans and loan commitments.

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. Additionally, 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.

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

Other income (expenses)
 
Other income (expenses) for the three and nine months ended September 30, 2025 and 2024 were as follows (in thousands):

 
  Three Months Ended September 30,   Percentage
2025 2024 Variance Variance
Interest expense $ (94,059) $ (95,705) $ 1,646  (1.7) %
Interest income 9,720  14,876  (5,156) (34.7) %
Losses on debt extinguishment (3,783) —  (3,783) N/A
Total other expenses $ (88,122) $ (80,829) $ (7,293) 9.0  %

Nine Months Ended September 30, Percentage
2025 2024 Variance Variance
Interest expense (281,265) (269,050) $ (12,215) 4.5  %
Interest income 23,656  32,173  (8,517) (26.5) %
Losses on debt extinguishment (3,783) —  (3,783) N/A
Total other expenses $ (261,392) $ (236,877) $ (24,515) 10.3  %

Interest expense

Interest expense decreased by $1.6 million and increased by $12.2 million for the three and nine months ended September 30, 2025, as compared to the corresponding period in the prior year. The decline for the three months ended September 30, 2025 was due to higher capitalized interest on our development projects. The increase for the nine months ended September 30, 2025 was due to increased borrowings that partially funded our recent acquisitions and prefunding the redemption for our $850 million, 5.25% senior unsecured note that occurred in March 2025.

Interest income

Interest income decreased by $5.2 million and $8.5 million for the three and nine months ended September 30, 2025, as compared to the corresponding period in the prior year. The primary reason for the decline was due to a reduction in our average interest earning balances.

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Losses on debt extinguishmen t

Losses on debt extinguishment of $3.8 million for the three and nine months ended September 30, 2025 related to the make-whole premium payment and accelerated amortization of debt issuance costs related to the redemption of the April 2026 Notes.

Net income attributable to noncontrolling interest in the Operating Partnership

As partial consideration for certain real estate acquisitions, the Company's operating partnership has issued OP Units. OP Units are exchangeable for common shares of the Company on a one-for-one basis, subject to certain terms and conditions. The operating partnership is a variable interest entity ("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 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 Sheets and allocates the proportion of net income to the noncontrolling interests on the Condensed Consolidated Statements of Income.

The Company’s net income or loss is allocated to noncontrolling interests based on the respective ownership or voting percentage in the Operating Partnership associated with such noncontrolling interests and is removed from consolidated income or loss on the 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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Liquidity and Capital Resources
 
Our primary sources of liquidity and capital resources are cash flow from operations, borrowings from banks, and proceeds from the issuance of debt and equity securities.
 
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 interest income of $6.4 million, an increase in cash received on terminated interest rate swaps of $1.0 million and a decrease in cash paid for operating expenses of $4.5 million. This was offset by increases in cash paid for employees and cash paid for interest of $3.4 million, and $72.8 million respectively. The increase in cash receipts collected from our customers for the nine months ended September 30, 2025, as compared to the corresponding period in the prior year, was due to increased rental income from the Company's recent acquisitions and lease escalations and the increase in interest paid was due to increased borrowings that partially funded our recent acquisitions and prefunding the redemption for our $850 million, 5.25% senior unsecured note that occurred in March 2025.

Investing activities 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 and capital expenditures of $57.5 million. The net cash used in investing activities for the nine months ended September 30, 2024 consisted primarily of $440.7 million for the acquisition of real estate for the Bally's Chicago development project, the Belle landside development project and the real estate assets contained within the Tioga Downs Lease and Strategic Gaming Leases which were accounted for as Investment in leases, financing receivables. The Company had real estate loan originations of $123.7 million, demolition funding related to the development project at the Tropicana site of $48.6 million, the purchase of zero coupon U.S. Treasury Bills totaling $891.0 million, and capital expenditures of $15.9 million, partially offset by the maturity of zero coupon U.S. Treasury Bills totaling $341.0 million and the proceeds from a tax refund related to a previous acquisition of $1.8 million.

Financing activities used cash of $830.6 million and provided cash of $206.9 million during the nine months ended September 30, 2025 and 2024, respectively. Net cash used in financing activities during the nine months ended September 30, 2025 was driven by the repayment of long term debt of $1,825.2 million, dividend payments of $650.9 million, non-controlling interest distributions of $19.3 million, taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $14.8 million, and $2.9 million of premium and related costs paid on the retirement of certain Senior Notes, partially offset by the proceeds from the issuance of common stock, net of costs of $402.9 million and proceeds from the issuance of long term debt, net of costs of $1,279.7 million. Cash provided by financing activities during the nine months ended September 30, 2024 was driven by the repayment of long term debt of $463.6 million, dividend payments of $621.9 million, noncontrolling interest distributions of $18.4 million and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $14.7 million, partially offset by proceeds from the issuance of common stock, net of costs of $148.2 million and proceeds from the issuance of long term debt, net of costs of $1,177.4 million.

Capital Expenditures
 
Capital expenditures are accounted for as either capital project expenditures or capital maintenance (replacement) expenditures. Capital project expenditures are for fixed asset additions that expand an existing facility or create a new facility. The cost of properties developed by the Company include costs of construction, property taxes, interest and other miscellaneous costs incurred during the development period until the project is substantially complete and available for occupancy. Capital maintenance expenditures are expenditures to replace existing fixed assets with a useful life greater than one year that are obsolete, worn out or no longer cost effective to repair.

During the nine months ended September 30, 2025 and 2024, we spent approximately $57.5 million and $15.9 million, respectively, for capital expenditures. The majority of the capital expenditures in 2025 were related to a land side and hotel development project at The Belle and the Bally's Chicago development project.

Debt

The Company has access to a $2.09 billion variable rate revolving credit facility under its Amended Credit Agreement of which $332.5 million is outstanding as of September 30, 2025. Additionally, the Company was contingently obligated under

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letters of credit issued pursuant to the Amended Credit Agreement with face amounts aggregating approximately $0.4 million, resulting in $1,757.2 million of available borrowing capacity under the Amended Credit Agreement as of September 30, 2025.

The Company has $7.20 billion of debt outstanding with a weighted average maturity and interest rate of 7.2 years and 5.08%, respectively as of September 30, 2025. The majority of the Company's debt obligations have fixed interest rates from the issuance of its senior unsecured notes. In the first quarter of 2025, the Company redeemed its $850 million 5.250% note that was due in June 2025 using cash on hand. In August 2025, the Company issued the February 2033 Notes and the November 2037 Notes. The Company utilized the net proceeds for the redemption of the April 2026 Notes plus the make whole premium payment. The Company plans to use the remaining proceeds for working capital and general corporate purposes which may include funding development and expansion projects at existing and new properties, repayment of indebtedness, capital expenditures and other general business purposes. See Note 7 for the future minimum repayments of the Company's debt obligations.
GLPI owns 97.1% of the assets of GLP Capital and conducts all of its operations through the operating partnership. Based on the amendments to Rule 3-10 of Regulation S-X that the SEC released on January 4, 2021, we note that since GLPI fully and unconditionally guarantees the debt securities of the Issuers and consolidates both Issuers, we are not required to provide separate financial statements for the Issuers and GLPI since they are consolidated into GLPI and the GLPI guarantee is "full and unconditional".
Furthermore, as permitted under Rule 13-01(a)(4)(vi), we excluded the summarized financial information for the Issuers because the assets, liabilities and results of operations of the Issuers and GLPI are not materially different than the corresponding amounts in GLPI's consolidated financial statements and we believe such summarized financial information would be repetitive and would not provide incremental value to investors.

Distribution Requirements

We generally must distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains, in order to qualify to be taxed as a REIT (assuming that certain other requirements are also satisfied) so that U.S. federal corporate income tax does not apply to earnings that we distribute. Such distributions generally can be made with cash and/or a combination of cash and Company common stock if certain requirements are met. To the extent that we satisfy this distribution requirement and qualify for taxation as a REIT but distribute less than 100% of our REIT taxable income, determined without regard to the dividends paid deduction and including any net capital gains, we will be subject to U.S. federal corporate income tax on our undistributed net taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we distribute to our shareholders in a calendar year is less than a minimum amount specified under U.S. federal income tax laws. We intend to make distributions to our shareholders to comply with the REIT requirements of the Code. To the extent any of the Company's taxable income was not previously distributed, the Company will make a dividend declaration pursuant to Section 858(a)(1) of the Code, allowing the Company to treat certain dividends that are to be distributed after the close of a taxable year as having been paid during the taxable year.

Outlook

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

During the nine months ended September 30, 2025, the Company entered into a new $1.25 billion ATM program (the "2025 ATM Program"). As of September 30, 2025, the Company had $886.7 m illion remaining for issuance under the 2025 ATM Program. See Note 12 for further discussion. During the nine months ended September 30, 2025, pursuant to its $1 billion "at the market" equity offering program that commenced in December 2022 (the "2022 ATM Program"), 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.

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We expect the majority of our future growth to come from funding commitments to our tenants and acquisitions of gaming and other properties to lease to third parties. If we consummate significant transactions in the future, our cash requirements may increase significantly and we would likely need to raise additional proceeds through a combination of either common equity (including under our 2025 ATM Program), issuance of additional OP Units, and/or debt offerings. Our future operating performance and our ability to service or refinance our debt will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control. See "Risk Factors-Risks Related to Our Capital Structure" in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, for a discussion of the risk related to our capital structure.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
We face market risk exposure in the form of interest rate risk. These market risks arise from our debt obligations. We have no international operations. Our exposure to foreign currency fluctuations is not significant to our financial condition or results of operations.
 
GLPI’s primary market risk exposure is interest rate risk with respect to its indebtedness of $7,282.6 million at September 30, 2025. Furthermore, $6,350.0 million of our obligations at September 30, 2025 are the senior unsecured notes that have fixed interest rates with maturity dates ranging from June 2028 to September 2054. An increase in interest rates could make the financing of any acquisition by GLPI more costly, as well as increase the costs of its variable rate debt obligations. Rising interest rates could also limit GLPI’s ability to refinance its debt when it matures or cause GLPI to pay higher interest rates upon refinancing and increase interest expense on refinanced indebtedness. GLPI may manage, or hedge, interest rate risks related to its borrowings by means of interest rate swap agreements. However, the provisions of the Code applicable to REITs limit GLPI’s ability to hedge its assets and liabilities.

The table below provides information at September 30, 2025 about our financial instruments that are sensitive to changes in interest rates. For debt obligations, the table presents notional amounts maturing in each fiscal year and the related weighted-average interest rates by maturity dates. Notional amounts are used to calculate the contractual payments to be exchanged by maturity date and the weighted-average interest rates are based on implied forward SOFR rates at September 30, 2025.

 
  10/01/25- 12/31/25 1/01/26- 12/31/26 1/01/27- 12/31/27 1/01/28- 12/31/28 1/01/29- 12/31/29 Thereafter Total Fair Value at 9/30/2025
  (in thousands)
Long-term debt:                
Fixed rate $ —  $ —  $ —  $ 500,000  $ 750,000  $ 5,100,000  $ 6,350,000  $ 6,288,016 
Average interest rate (1)
—  % —  % —  % 5.75  % 5.30  % 4.92  %    

Variable rate $ —  $ —  $ 600,000  $ 332,455  $ —  $ —  $ 932,455  $ 932,455 
Average interest rate (2)
—  % —  % 4.43  % 4.63  % —  % 0    

 

(1)     In connection with the issuance of our November 2037 Notes, the Company terminated certain interest rate hedges, resulting in a realized gain of approximately $1.0 million that is being amortized as a reduction to interest expense over a 10-year period. The table above reflects the contractual stated coupon rates; the impact of the terminated hedge is not reflected in the table.

(2)     Estimated rate, reflective of forward SOFR plus the spread over SOFR applicable to the Company's variable-rate borrowing based on the terms of its Credit Agreement. Rate above includes the facility fee on the commitments under the Credit Agreement, which is due regardless of usage, at a rate that ranges from 0.125% to 0.3% per annum, depending on the credit rating assigned to the Credit Agreement from time to time. The current facility fee rate is 0.25%.

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ITEM 4. CONTROLS AND PROCEDURES
 
Evaluation of Controls and Procedures
 
The Company’s management, under the supervision and with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of September 30, 2025, which is the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well-designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation, our principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2025 to ensure that information required to be disclosed by the Company in reports we file or submit under the Exchange Act is (i) recorded, processed, summarized, evaluated and reported, as applicable, within the time periods specified in the United States Securities and Exchange Commission’s rules and forms and (ii) accumulated and communicated to the Company’s management, including the Company’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
 
Information in response to this Item is incorporated by reference to the information set forth in "Note 9: Commitments and Contingencies" in the Notes to the condensed consolidated financial statements in Part I of this Quarterly Report on Form 10-Q.
 

ITEM 1A. RISK FACTORS

Risk factors that affect our business and financial results are discussed in Part I, "Item 1A. Risk Factors," of our Annual Report. You should carefully consider the risks described in our Annual Report, which could materially affect our business, financial condition or future results. The risks described in our Annual Report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem immaterial also may materially adversely affect our business, financial condition, and/or operating results. If any of the risks actually occur, our business, financial condition, and/or results of operations could be negatively affected. There have been no material changes in our risk factors from those previously disclosed in our Annual Report.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
The Company did not repurchase any shares of common stock or sell any unregistered securities during the three months ended September 30, 2025.
 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES
     
None.

ITEM 4. MINE SAFETY DISCLOSURES
 
Not applicable.
 

ITEM 5. OTHER INFORMATION
 
c) Insider Trading Arrangements and Policies

On September 15, 2025 , Brandon Moore , the Company's President, Chief Operating Officer and Secretary , amended his previously reported pre-arranged written stock sale plan in accordance with Rule 10b5-1 (as amended, the “Moore Rule 10b5-1 Plan”) under the Exchange Act for the sale of shares of the Company’s common stock. The Moore Rule 10b5-1 Plan was entered into during an open trading window in accordance with the Company’s policies regarding transactions in the Company’s securities and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The Moore Rule 10b5-1 Plan provides for the potential sale of shares of the Company’s common stock, including upon the vesting and settlement of restricted stock awards, between December 15, 2025 and July 31, 2026 . The aggregate number of shares of common stock that will be available for sale under the Moore Rule 10b5-1 Plan is not yet determinable because certain awards are subject to Company performance award metrics and will be net of shares sold to satisfy tax withholding obligations that arise in connection with the vesting and settlement of such restricted stock awards. As such, for purposes of this disclosure, the aggregate number of shares of common stock available for sale prior to tax withholding on vested shares is 188,750 .

The Moore Rule 10b5-1 Plan includes a representation from Mr. Moore to the broker administering the plan that he was not in possession of any material nonpublic information regarding the Company or the securities subject to the Moore Rule 10b5-1 Plan at the time it was entered into. A similar representation was made to the Company in connection with the adoption of the Moore Rule 10b5-1 Plan under the Company’s policies regarding transactions in the Company’s securities. Those representations were made as of the date of adoption of the Moore Rule 10b5-1 Plan, and speak only as of such date. In making those representations, there is no assurance with respect to any material nonpublic information of which Mr. Moore was unaware, or with respect to any material nonpublic information acquired by Mr. Moore or the Company after the date of the representation.

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ITEM 6. EXHIBITS
Exhibit   Description of Exhibit
3.1 Amended and Restated Articles of Incorporation of Gaming and Leisure Properties, Inc. (Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on June 15, 2018).

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

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

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

4.3 Form of 2033 Note (included in Exhibit 4.1 above).

4.4 Form of 2037 Note (included in Exhibit 4.2 above).

10.1 * Separation Agreement and Release by and between the Company and Matthew Demchyk

22.1 * List of Subsidiary Issuers of Guaranteed Securities

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

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

32.1**   Principal Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2** Principal Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101 The following financial information from Gaming and Leisure Properties, Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Statements of Changes in Equity, (iv) Condensed Consolidated Statements of Cash Flows and (v) Notes to the Condensed Consolidated Financial Statements.

104 The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in Inline XBRL and contained in Exhibit 101.

 

*     Filed herewith 
**    Furnished herewith

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SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
  GAMING AND LEISURE PROPERTIES, INC.
   
October 30, 2025 By: /s/ DESIREE A. BURKE
    Desiree A. Burke
    Chief Financial Officer and Treasurer
(Principal Financial Officer)

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