FULLTEXT DEL 2 AV 2
10-Q – 2026-07-30 – glpi-20260630.htm
Three Months Ended June 30, 2026 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 Ground rent in revenue Accretion on leases Total income from real estate
Amended PENN Master Lease $ 55,234 $ 10,758 $ 6,461 $ — $ 72,453 $ 4,952 $ 676 $ — $ 78,081
PENN 2023 Master Lease 66,482 — 135 — 66,617 4,128 — — 70,745
Amended Pinnacle Master Lease 61,483 17,814 7,584 — 86,881 1,858 2,248 — 90,987
PENN Morgantown Lease — 806 — — 806 — — — 806
Caesars Master Lease 16,588 5,932 — — 22,520 1,630 330 — 24,480
Horseshoe St. Louis Lease 6,096 — — — 6,096 221 — — 6,317
Boyd Master Lease 21,157 2,947 3,034 — 27,138 (333) 527 — 27,332
Boyd Belterra Lease 748 473 498 — 1,719 (43) — — 1,676
Bally's Master Lease 27,106 — — — 27,106 — 2,737 — 29,843
Bally's Master Lease II 29,570 — — — 29,570 (67) 902 — 30,405
Maryland Live! Lease 19,751 — — — 19,751 — 2,129 3,239 25,119
Pennsylvania Live! Master Lease 13,168 — — — 13,168 — 315 2,095 15,578
Casino Queen Master Lease 3,611 — — — 3,611 47 — — 3,658
Tropicana Las Vegas Lease — 3,838 — — 3,838 — — (1) 3,837
Rockford Lease — 2,081 — — 2,081 — — 531 2,612
Rockford Loan — — — 3,033 3,033 — — — 3,033
Tioga Downs Lease 3,760 — — — 3,760 — 1 551 4,312
Strategic Gaming Leases 6,090 — — — 6,090 — 105 912 7,107
Ione Loan — — — 2,605 2,605 — — — 2,605
Bally's Chicago Lease 8,848 5,000 — — 13,848 (13,848) — — —
Dry Creek Loan — — — 1,446 1,446 — — — 1,446
Virginia Live! Development — — — 540 540 — — — 540
Total $ 339,692 $ 49,649 $ 17,712 $ 7,624 $ 414,677 $ (1,455) $ 9,970 $ 7,327 $ 430,519
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Six Months Ended June 30, 2026 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 Ground rent in revenue Accretion on financing leases Total income from real estate
Amended PENN Master Lease $ 110,469 $ 21,517 $ 12,975 $ — $ 144,961 $ 9,904 $ 1,249 $ — $ 156,114
PENN 2023 Master Lease 132,624 — 220 — 132,844 8,256 — — 141,100
Amended Pinnacle Master Lease 122,965 35,628 15,706 — 174,299 3,716 4,456 — 182,471
PENN Morgantown Lease — 1,612 — — 1,612 — — — 1,612
Caesars Master Lease 33,175 11,864 — — 45,039 3,261 660 — 48,960
Horseshoe St. Louis Lease 12,192 — — — 12,192 440 — — 12,632
Boyd Master Lease 42,036 5,893 6,080 — 54,009 (2,697) 1,053 — 52,365
Boyd Belterra Lease 1,486 947 998 — 3,431 (420) — — 3,011
Bally's Master Lease 54,045 — — — 54,045 — 5,336 — 59,381
Bally's Master Lease II 52,607 — — — 52,607 (133) 1,871 — 54,345
Maryland Live! Lease 39,503 — — — 39,503 — 4,168 6,420 50,091
Pennsylvania Live! Master Lease 26,185 — — — 26,185 — 616 4,297 31,098
Casino Queen Master Lease 6,986 — — — 6,986 102 — — 7,088
Tropicana Las Vegas Lease — 7,676 — — 7,676 — — (1) 7,675
Rockford Lease — 4,162 — — 4,162 — — 1,049 5,211
Rockford Loan — — — 6,033 6,033 — — — 6,033
Tioga Downs Lease 7,476 — — — 7,476 — 3 1,131 8,610
Strategic Gaming Leases 12,139 — — — 12,139 — 211 1,843 14,193
Ione Loan — — — 4,631 4,631 — — — 4,631
Bally's Chicago Lease 14,355 10,000 — — 24,355 (24,355) — — —
Dry Creek Loan — — — 2,882 2,882 — — — 2,882
Virginia Live! Development — — — 1,001 1,001 — — — 1,001
Total $ 668,243 $ 99,299 $ 35,979 $ 14,547 $ 818,068 $ (1,926) $ 19,623 $ 14,739 $ 850,504
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 leases represent earnings recognized in excess of cash received during the period.
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Operating expenses
Operating expenses for the three and six months ended June 30, 2026 and 2025 were as follows (in thousands):
Three Months Ended June 30, Percentage
2026 2025 Variance Variance
Land rights and ground lease expense $ 14,149 $ 13,942 $ 207 1.5 %
General and administrative 13,245 15,907 (2,662) (16.7) %
Losses (gains) from dispositions 1,170 — 1,170 N/A
Depreciation 66,583 69,235 (2,652) (3.8) %
Provision for credit losses 2,980 53,728 (50,748) (94.5) %
Total operating expenses $ 98,127 $ 152,812 $ (54,685) (35.8) %
Six Months Ended June 30, Percentage
2026 2025 Variance Variance
Land rights and ground lease expense 27,947 27,497 450 1.6 %
General and administrative 31,183 34,620 (3,437) (9.9) %
Losses (gains) from dispositions 1,170 (125) 1,295 (1,036.0) %
Depreciation 131,620 134,247 (2,627) (2.0) %
Provision for credit losses (7,157) 92,974 (100,131) (107.7) %
Total operating expenses 184,763 289,213 (104,450) (36.1) %
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 $0.2 million and $0.5 million for the three and six months ended June 30, 2026, 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 decreased by $2.7 million and $3.4 million for the three and six months ended June 30, 2026 as compared to the corresponding period in the prior year. This was due to lower stock-based compensation costs, deal and acquisition costs.
Losses (gains) from dispositions
The three months and six months ended June 30, 2026 included a write-off of $1.2 million related to the land for the former Hollywood Casino Aurora property.
Depreciation
Depreciation expense decreased by $2.7 million and $2.6 million for the three and six months ended June 30, 2026 as compared to the corresponding period in the prior year due to accelerated depreciation in the prior year related to the former Hollywood Casino Joliet and Hollywood Casino Aurora properties being redeveloped by PENN, partially offset by depreciation on recently acquired and developed assets.
Provision for credit losses
The Company recorded a provision for credit losses of $3.0 million and a benefit of $7.2 million for the three and six months ended June 30, 2026 compared to a provision of $53.7 million and $93.0 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
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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 recorded during the six months ended June 30, 2026 resulted primarily from an improvement in the estimated real estate values that will comprise the Company's real estate portfolio for the Virginia Live! development project partially offset by an increase in reserves associated with the Rockford Loan following the extension of its maturity date to December 31, 2029. The provisions during the three and six months ended June 30, 2025 were primarily driven by a sequential deterioration in the third-party forward-looking economic outlook used in the Company's CECL reserve calculations. The macroeconomic forecast as of March 31, 2025, was more pessimistic than the forecast used as of December 31, 2024, resulting in a provision during the three months ended March 31, 2025. The outlook further deteriorated as of June 30, 2025, leading to an additional provision during the three months ended June 30, 2025. 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 six months ended June 30, 2026 and 2025 were as follows (in thousands):
Three Months Ended June 30, Percentage
2026 2025 Variance Variance
Interest expense $ (100,705) $ (89,934) $ (10,771) 12.0 %
Interest income 3,858 4,580 (722) (15.8) %
Total other expenses $ (96,847) $ (85,354) $ (11,493) 13.5 %
Six Months Ended June 30, Percentage
2026 2025 Variance Variance
Interest expense (196,561) (187,206) $ (9,355) 5.0 %
Interest income 6,595 13,936 (7,341) (52.7) %
Loss on debt extinguishment and other financing costs (268) — (268) N/A
Total other expenses $ (190,234) $ (173,270) $ (16,964) 9.8 %
Interest expense
Interest expense increased by $10.8 million and $9.4 million for the three and six months ended June 30, 2026, as compared to the corresponding period in the prior year. The increase was due to increased borrowings that partially funded our recent acquisitions.
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 economic interests in the Operating Partnership associated with such noncontrolling interests and is removed from consolidated income or loss on the Condensed Consolidated Statements of Income in order to derive net income or loss attributable to common stockholders. The noncontrolling ownership percentage is calculated by dividing the economically participating LTIP Units and OP Units by the total economically participating 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 $619.8 million and $545.9 million during the six months ended June 30, 2026 and 2025, respectively. The increase in net cash provided by operating activities of $74.0 million for the six months ended June 30, 2026, as compared to the corresponding period in the prior year, was primarily comprised of an increase in cash receipts from customers of $75.6 million along with decreases in cash paid for operating expenses of $5.2 million and cash paid for interest of $13.9 million. This was offset by increases in cash paid for employees and cash paid for taxes of $2.2 million and $0.1 million, respectively, and a decrease in interest income of $18.3 million. The increase in cash receipts collected from our customers for the six months ended June 30, 2026, as compared to the corresponding period in the prior year, was due to the Company's recent acquisitions and lease escalations.
The $18.3 million decline in cash collected from interest income was driven by two factors: (i) the non-recurrence of a zero-coupon bond maturity in the prior year and (ii) lower average earning balances in the current year. Upon maturity, the zero-coupon bond generated a one-time cash inflow of $10.8 million, representing the cumulative accretion of discount recognized as interest income over the life of the instrument. As no comparable maturity occurred in the current period, this resulted in a period-over-period decline in cash collections. The remaining variance is attributable to lower average earning balances, which reduced ongoing interest income.
The decline in cash paid for interest expense relates to higher capitalized interest due to our continued development costs at Bally's Chicago, timing differences on bond interest payments due to our bond redemptions and issuances during the six months ended June 30, 2026, and lower market interest rates on our variable rate debt. The decrease in cash paid for operating expenses is primarily attributable to changes in working capital accounts and the increase in cash paid to employees is primarily attributable to a severance payment to a former executive.
Investing activities used cash of $1,262.8 million and provided cash of $500.4 million during the six months ended June 30, 2026 and 2025, respectively. Net cash used by investing activities during the six months ended June 30, 2026 primarily consisted of $904.3 million for the acquisition of the real estate assets of Bally's Lincoln and PENN's Hollywood Casino Aurora landside development, additional loan fundings of $69.4 million, $296.2 million for real estate construction costs for Bally's Chicago and to a lesser extent Bally's Marquette and $9.1 million for expenditures of property and equipment and capital expenditures. This was partially offset by the principal payments on real estate loans of $16.2 million. The net cash provided by investing activities for the six months ended June 30, 2025 primarily consisted of the maturity of zero coupon U.S. Treasury Bills totaling $550.0 million, partially offset by $5.0 million for the acquisition of the real estate assets which were added to the Bally's Master Lease, capital expenditures of $34.1 million and loan fundings of $10.7 million.
Financing activities provided cash of $737.6 million and used cash of $904.7 million during the six months ended June 30, 2026 and 2025, respectively. Net cash provided by financing activities for the six months ended June 30, 2026 primarily consisted of $2,156.9 million in proceeds from the issuance of long-term debt and $350.8 million in net proceeds from the issuance of common stock. This was partially offset by the repayment of long term debt of $1,280.8 million, dividend payments of $459.7 million, noncontrolling interest distributions of $14.1 million, and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $6.3 million, and new debt issuance costs of $9.1 million. Cash used in financing activities during the six months ended June 30, 2025 was driven by the repayment of long term debt of $850.1 million, dividend payments of $430.0 million, noncontrolling interest distributions of $12.8 million, and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $14.8 million, partially offset by $403.0 million of net proceeds from the issuance of common stock.
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.
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During the six months ended June 30, 2026 and 2025, we spent approximately $296.2 million and $34.1 million, respectively, for capital expenditures. The majority of the capital expenditures in 2026 are related to the Chicago development project. The expenditures in 2025 were related to a land side and hotel development project at The Belle.
Debt
The Company has access to a $2.09 billion variable rate Revolver under its Credit Agreement, of which $330.0 million is outstanding as of June 30, 2026. Additionally, the Company was contingently obligated under letters of credit issued pursuant to the Credit Agreement with face amounts aggregating approximately $0.4 million, resulting in $1,759.6 million of available borrowing capacity under the Credit Agreement as of June 30, 2026.
The Company has $8.08 billion of debt outstanding with a weighted average maturity and interest rate of 6.9 years and 5.07%, respectively as of June 30, 2026. The majority of the Company's debt obligations have fixed interest rates from the issuance of its senior unsecured notes. During the six months ended June 30, 2026, the Company issued $800 million of 5.625% Senior Notes that will mature on March 1, 2036 at an issue price of 99.857% of the principal amount. The proceeds of the offering were utilized to repay borrowings under the 2022 Term Loan Credit Agreement and for working capital and general corporate purposes. During the six month period ended June 30, 2025, the Company redeemed its $850 million 5.250% note that was due in June 2025. See Note 7 for the future minimum repayments of the Company's debt obligations and additional discussion.
As of June 30, 2026, GLPI owns 96.9% of the outstanding units of GLP Capital and conducts all of its operations substantially 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 Credit Agreement and our ability to raise equity proceeds (including through the use of our 2025 ATM Program), 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.
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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, 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, 2025, 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 $8,159.0 million at June 30, 2026. Furthermore, $7,150.0 million of our obligations at June 30, 2026 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 June 30, 2026 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 June 30, 2026.
07/01/26- 12/31/26 1/01/27- 12/31/27 1/01/28- 12/31/28 1/01/29- 12/31/29 1/01/30- 12/31/30 Thereafter Total Fair Value at 6/30/2026
(in thousands)
Long-term debt:
Fixed rate $ — $ — $ 500,000 $ 750,000 $ 700,000 $ 5,200,000 $ 7,150,000 $ 6,981,425
Average interest rate —% —% 5.75% 5.30% 4.00% 5.15%
Variable rate $ 1,661 $ 3,325 $ 1,003,975 $ — $ — $ — $ 1,008,961 $ 1,008,961
Average interest rate (1)
5.34% 5.22% 5.06% —% —% —%
(1) 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 June 30, 2026, 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 June 30, 2026 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 to the risk factors disclosed in Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025, except as set forth below.
Geopolitical instability may drive interest rate and inflation volatility, increasing our cost of capital and adversely impacting tenant performance and rent growth
Geopolitical events, including recent conflicts in the Middle East, have contributed to increased volatility in U.S. Treasury yields, including higher 10-year Treasury yields, which serve as a benchmark for our cost of capital and a key input in equity valuation for REITs. Sustained increases in interest rates could adversely affect our stock price, increase our borrowing costs, and reduce the attractiveness of real estate investments relative to other asset classes.
In addition, such geopolitical events may contribute to higher inflation, including through increases in energy prices, supply chain disruptions, and higher input costs. Elevated inflation may adversely affect our tenants' operating costs and profitability, as well as discretionary consumer spending at their properties, thereby reducing tenant cash flows. This, in turn, may reduce rent coverage ratios and limit rent growth under escalation provisions or percentage rent components in certain of our leases, and could impair our tenants’ ability to satisfy their obligations to us.
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 June 30, 2026.
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 June 12, 2026 , Desiree Burke , the Company’s Chief Financial Officer and Treasurer , entered into a pre-arranged written stock sale plan in accordance with Rule 10b5-1 under the Exchange Act for the sale of shares of the Company’s common stock (the “Burke Rule 10b5-1 Plan”) . The Burke 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 Burke Rule 10b5-1 Plan provides for the potential sale of shares of the Company’s common stock, including shares received upon the vesting and settlement of restricted stock awards, between January 4, 2027 and December 31, 2027. The Burke Rule 10b5-1 Plan is a later-commencing plan and does not authorize any sales before January 4, 2027, after the scheduled expiration by its terms on December 31, 2026 of Ms. Burke’s previously adopted Rule 10b5-1 trading arrangement. Of the 109,612 shares described below, up to 19,612 shares are also
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subject to Ms. Burke’s prior trading arrangement and may be sold under that prior arrangement before its expiration upon satisfaction of pre-established market-price conditions; any such sales would reduce the number of shares available for sale under the Burke Rule 10b5-1 Plan. The aggregate number of shares of common stock that may be sold under the Burke Rule 10b5-1 Plan is not yet determinable because the number of shares underlying certain awards depends on the achievement of Company performance metrics and because shares received upon vesting and settlement of restricted stock awards will be reduced by shares withheld or sold to satisfy tax withholding obligations. As such, for purposes of this disclosure, the aggregate number of shares of common stock covered by the Burke Rule 10b5-1 Plan, before giving effect to any shares sold under Ms. Burke's prior trading arrangement and any shares withheld or sold to satisfy tax withholding obligations, is 109,612 .
The Burke Rule 10b5-1 Plan includes a representation from Ms. Burke to the broker administering the plan that she was not in possession of any material nonpublic information regarding the Company or the securities subject to the Burke 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 Burke 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 Burke 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 Ms. Burke was unaware, or with respect to any material nonpublic information acquired by Ms. Burke 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).
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 June 30, 2026, 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 June 30, 2026, 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.
July 30, 2026 By: /s/ DESIREE A. BURKE
Desiree A. Burke
Chief Financial Officer and Treasurer
(Principal Financial Officer)
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