Vici Properties (VICI) Risk Factor Changes

that otherwise could provide our common stockholders with the opportunity to realize a premium over the then prevailing market price of such shares, including (i) “business combination” provisions that, subject to add…

Among other restrictions on ownership and transfer of shares, our charter also prohibits any person from owning shares of our stock that would result in our being “closely held” under Section 856(h) of the Code or oth…

We enter into forward sale agreements from time to time and, subject to certain conditions, we have the right to elect physical, cash or net share settlement under these agreements at any time and from time to time, i…

Even if we qualify for taxation as a REIT, we may be subject to certain U.S.

We may in the future attempt to increase our capital resources by incurring additional debt or issuing preferred shares.

finance new asset acquisitions or investments, invest in our existing properties through our Partner Property Growth Fund strategy, refinance our existing indebtedness, or for general corporate or other purposes.

Interest rates continue to fluctuate through recent periods of increased volatility.

The market price of our common stock may be volatile as a result of a variety of factors, many of which are beyond our control, including: variations in our results of operations; changes in general economic condition…

In the conduct of our business, we and our tenants rely on relationships with third parties, including cloud data storage and other information technology service providers, contractors, and other external business pa…

We use our own IT networks and related systems to access, store, transmit, and manage or support a variety of our business processes and information and face risks associated with cybersecurity incidents and other dis…

capital or otherwise materially and adversely affect our business, financial condition, liquidity, results of operations, and prospects.

In addition, there are certain losses, including losses from environmental liabilities (including the physical effects of climate change), terrorist acts or catastrophic acts of nature, that are not generally insured…

Our lease agreements generally require that our tenants maintain comprehensive liability, property and business interruption insurance, although such coverage is subject to deductibles and limits on maximum benefits (…

Any natural disasters, adverse or extreme weather conditions, or other climate-related events may result in a decrease in demand and/or a decrease in rent for our properties located in the areas affected by these cond…

Furthermore, the effects of climate change may increase the frequency of significant or extreme weather events and result in other impacts, such as rising sea levels, water shortages, and increased average temperatures.

from (i) the sale, transfer, exchange or other disposition of Protected Property (as defined in the MGM Tax Protection Agreement), (ii) a merger, consolidation, or transfer of all of the assets of, or certain other tr…

For example, in connection with the MGP Transactions, we entered into the MGM Tax Protection Agreement pursuant to which, subject to certain exceptions, we agreed to indemnify the Protected Parties (as defined in the…

All of our rental revenue and a substantial majority of our total revenue is generated from our long-term triple-net lease agreements, which typically feature longer lease terms, with a weighted average lease term (in…

many factors, including domestic and international trade policies and the imposition of tariffs.

Under certain of our lease agreements, rent is payable in foreign currencies with respect to some or all of the properties under the applicable lease agreements.

The value of the properties in which we invest or acquire in non-U.S.

Our outstanding shares of capital stock are held subject to applicable gaming laws.

Further, the investigation of such potential investments, transaction structures, and strategic alternatives, including financial analysis and underwriting, due diligence and negotiation, tax drafting, and execution o…

from other REITs, investment companies, private equity firms and hedge funds, sovereign funds, lenders, gaming companies and other investors, some of whom are larger and have greater resources, access to capital and l…

We intend to continue to pursue acquisitions of, and investments in, gaming, hospitality, wellness, entertainment and leisure sector properties and activities directly related thereto, which we refer to as “experienti…

Our properties on the Las Vegas Strip generated approximately 49% of our total revenues for the year ended December 31, 2025 and we expect this concentration to continue in the foreseeable future.

traditional sports betting remains illegal, creating potential competitive disadvantages for operators subject to state gaming licensing, taxation, and regulatory requirements.

Furthermore, with respect to tenants whose obligations are guaranteed by a single guarantor (including Caesars and MGM), although such tenants’ performance and payments are guaranteed, a default by the applicable tena…

We face credit risk from our tenants and borrowers, who may fail to meet their payment and other obligations to us under the applicable leases, loans and related guarantees.

Our tenants rely on the properties they or their respective subsidiaries own and/or operate for income to satisfy their obligations, including their debt service requirements, and rental and other payments due to us o…

REIT.

we were to fail to satisfy one or both of the gross income tests for any taxable year, we may nevertheless qualify as a REIT for such year if we were entitled to relief under certain provisions of the Code.

Even if we qualify for taxation as a REIT, we may be subject to certain U.S.

maturing debt with new debt at equal or better interest rates.

Heightened interest rates have, and may continue to, increase our overall interest expense.

We have a substantial amount of indebtedness and debt service requirements.

The market price of our common stock may be volatile as a result of a variety of factors, many of which are beyond our control, including: variations in our results of operations; changes in general economic condition…

We use our own IT networks and related systems to access, store, transmit, and manage or support a variety of our business processes and information and face risks associated with cybersecurity incidents and other dis…

In addition, there are certain losses, including losses from environmental liabilities (including the physical effects of climate change), terrorist acts or catastrophic acts of nature, that are not generally insured…

and our ability to re-lease such properties in the future, all of which may materially adversely affect our business, financial condition, results of operations and prospects.

Furthermore, with respect to tenants whose obligations are guaranteed by a single guarantor (including Caesars and MGM), although such tenants’ performance and payments are guaranteed, a default by the applicable tena…

The bankruptcy or insolvency of any tenant, borrower or guarantor could result in the termination of the lease agreements, the related guarantees or loan agreements and certain lease agreements being re-characterized…

We are subject to additional risks due to our international investments and acquisitions, including properties that we own, or may acquire in the future, outside the United States.

Our outstanding shares of capital stock are held subject to applicable gaming laws.

• Certain provisions of Maryland law may limit the ability of a third party to acquire control of us.

additional common stock or preferred stock in the future will depend on future developments, market conditions and other factors beyond our control, accordingly we cannot predict or estimate the amount, timing, nature…

A breach or default of covenants in our debt agreements could materially and adversely affect our business, financial condition, liquidity, results of operations and prospects.

As a REIT, we are reliant on the equity and debt capital markets to finance our growth because we are required to distribute to our stockholders an amount equal to at least 90% of our taxable income (other than net ca…

Uncertainty in the macroeconomic environment, including heightened interest rates and uncertainty regarding future interest rates, have and may continue to negatively affect us.

We have a substantial amount of indebtedness and debt service requirements.

third-party service provider or partner could have a material adverse effect on our business.

In addition, certain of our investments, such as the North Fork loan, are secured by the property and assets of the borrower, including cash flows and revenues generated by the property, but excluding real property or…

We are subject to additional risks from our investments located outside the United States or on tribal land.

Any of the foregoing could materially and adversely affect the value of our investment, our ability to achieve the anticipated benefits of such investment, and our business, financial condition, results of operations,…

We may incur significant costs and liabilities in foreclosing on any property subject to a construction or development financing if the borrower fails to perform its obligations under the applicable loan and/or develo…

Furthermore, there could be other adverse impacts associated with the funding of development, construction or pre-stabilization loans, including increased costs that the borrower is unable or unwilling to pay, and oth…

are able to raise the funds from alternative sources, which we may not be able to achieve on favorable terms or at all, or make other arrangements.

Certain of our debt investments are investments in development and construction loans.

Our lending activities involve distinct risks compared to our acquisition and leasing of real estate, including with respect to development and construction loans for non-stabilized properties which carry additional r…

Pursuant to our investment strategy, we have and may continue to make investments that involve entering into new asset classes or sectors, or utilize novel transaction structures such as strategic co-investment ventur…

As the landlord and owner of gaming facilities, we are impacted by risks associated with the gaming industry, which is characterized by a high degree of competition among a large number of industry participants, inclu…

Adverse developments affecting any of them, whether arising from conditions in the markets in which a tenant operates, the performance of such tenant’s portfolio or individual properties therein, or broader economic o…

Financial difficulties experienced by any of our tenants, borrowers or guarantors, including their potential bankruptcy or insolvency, could result in defaults under, or requests to modify or terminate, their lease ag…