Vici Properties Inc Stock

Good day, ladies and gentlemen. Thank you for standing by. Welcome to the VICI Properties Third Quarter 2026 Earnings Conference Call. [Operator Instructions] Please note that this conference call is being recorded today, October 29, 2026. I will now turn the call over to Samantha Gallagher, General Counsel with VICI Properties.

Thank you, operator, and good morning. Everyone should have access to the company's third quarter 2026 earnings release and supplemental information. The release and supplemental information can be found in the Investors section of the VICI Properties website at www.viciproperties.com. Some of our comments today will be forward-looking statements within the meaning of the federal securities laws. Forward-looking statements, which are usually identified by the use of words such as will, believe, expect, should, guidance, intends, outlook, projects or other similar phrases are subject to numerous risks and uncertainties that could cause actual results to differ materially from what we expect.

Therefore, you should exercise caution in interpreting and relying on them. I refer you to the company's SEC filings for a more detailed discussion of the risks that could impact future operating results and financial condition. During the call, we will discuss certain non-GAAP measures, which we believe can be useful in evaluating the company's operating performance. These measures should not be considered in isolation or as a substitute for our financial results prepared in accordance with GAAP. A reconciliation of these measures to the most directly comparable GAAP measure is available on our website in our third quarter 2026 earnings release, our supplemental information and our filings with the SEC.

For additional information with respect to non-GAAP measures of certain tenants and/or counterparties discussed on this call, please refer to the respective company's public filings with the SEC. Hosting the call today, we have Ed Pitoniak, Chief Executive Officer; John Payne, President and Chief Operating Officer; David Kieske, Chief Financial Officer; Jeremy Waxman, Chief Accounting Officer; Gabe Wasserman, Managing Director of Business Development and V.E.C.S.; and Moira McCloskey, Senior Vice President of Capital Markets. Ed and team will provide some opening remarks, and then we will open the call to questions. With that, I'll turn the call over to Ed.

Thanks, Sam. This is John Payne. Ed dropped from the call. So I'm going to start with...

John, sorry, I got back in, and thank you for that, John, and thank you, Samantha, and good morning, everyone. In a moment, you'll hear from John Payne on our investment outlook and activities and from David Kieske on our financial results and updated guidance. To start, I want to thank the VICI team for the work they did in Q3 to continue to grow VICI's investment portfolio and investment earnings. As David will discuss further, we grew our revenues 5.8% in Q3 and our AFFO per share by 4.3%. In addition, within Q3, we deployed $221 million of capital into previously announced investing activities, capital intended to produce income growth in future quarters.

While I'm very proud of the work the VICI team did during Q3 2026 to grow the quality and earnings production of our portfolio, as a fellow VICI stockholder, I'm disappointed with VICI share price performance during the quarter and year-to-date. I know many of you share that disappointment because I've heard of that disappointment firsthand from you. In our continuous dialogues with VICI stockholders, we generally hear them cite what they justifiably believe are 3 key factors impacting our equity performance.

I will order these 3 factors from general factors impacting all net lease REITs to factors specific to VICI. Factor one, general recent negativity around net lease REIT stocks given the current interest rate environment and aversion to duration, especially those net lease REIT stocks that have consumer exposure given the current general negativity around consumer discretionary spending. Factor two, VICI's ability to generate accretive growth in the future given our current capital market conditions and cost of capital. Factor three, uncertainties around our Caesars Regional lease.

For factor one, general negativity around net lease REITs. We can't do anything to change general credit market conditions and general views around how those conditions impact net lease REITs. What we have done since our beginning and will continue to do is manage our business to protect VICI's stakeholders from general market conditions as best we can. And those management actions center on maintaining our target leverage of approximately 5 to 5.5x adjusted EBITDA, a payout ratio of approximately 75%, which allows for significant retained free cash flow and a conservative approach to G&A with VICI achieving one of the lowest ratios of G&A spending among net lease REITs specifically and all REITs generally, whether measured as a percentage of revenue or percentage of assets under management.

For factor two, VICI's ability to generate accretive growth given current capital market conditions and VICI's specific cost of capital. We do not believe that we have lost access to capital that can grow shareholder value. We have 3 key capital sources that do not rely on access to public market equity. Capital source one, our retained cash flow after all obligations, G&A, interest expense and dividend distributions, which averages approximately $720 million on a trailing 12-month basis. Capital Source two, proceeds from future repayment of our outstanding loans as they are repaid over the coming years. Capital Source three, as with any REIT practicing proper portfolio management, there is the potential to recover and redeploy capital through asset sales.

Beyond these 3 sources, we are always exploring and evaluating alternative forms of capital, including the range of structures other REITs across the sector have recently developed. Whatever capital source we rely on at a given time, VICI's management team and VICI's Board of Directors will always take great care in making sure that, that capital is used for what we believe are the best economic and strategic purposes given the circumstances in consideration at a given time. Among those purposes could be potential VICI share repurchasing.

Accordingly, we have announced the establishment of VICI's first stock buyback authorization. If, and let me emphasize that if, at a given time in the future, we have uncommitted investable capital, whether because of uncommitted retained cash flow, repaid loans or asset sales, we will rigorously examine the potential uses of that capital. And if the best use of that capital is the repurchase of stock, we may potentially do so.

Finally, let me conclude with a few words about what I cited as factor three impacting our stock price performance, our Caesars Regional lease. First of all, amidst all the market chatter, we believe it's critically important to understand in relation to our Caesars Regional lease, what we own, and two, the essential ways of understanding and managing the value of what we own. When it comes to the Caesars Regional lease, in the simplest terms, what we own are real assets within which significant economic activity and output are produced and from those assets, we own an income stream in the form of rent. The VICI team is analyzing every dollar of our VICI income stream within our Caesars Regional lease properties through various valuation prisms.

In essence, we are asking in relation to this asset-based income stream, what income structuring model and potential related actions produce the greatest aggregate value for our stockholders. At this time, I cannot tell you what actions our analytical work on our Caesars Regional lease will lead to, but I can tell you that the work the VICI team is doing to value what we own is the means by which we will eventually make the decisions and take the actions we believe best serve the long-term strategic and economic interest of our stakeholders. Again, be assured that the VICI team and VICI Board are focused every day on determining and executing the strategies that will produce the best achievable long-term value creation for our stockholders. With that, I will turn the call over to John. John?

Thanks, Ed, and good morning to everyone. Ed just spoke about our cost of capital and the care we take in deciding how and when to deploy it. I want to pick up there because that discipline is not an abstraction for our business development team. It shapes every conversation we have and every opportunity we underwrite. We have said for years that we aim to make VICI bigger when it makes VICI better. And in an environment like this one, that principal matters more, not less.

During the third quarter, VICI continued to further diversify our tenant roster, making VICI better. In September, in connection with Century Casinos' agreement to sell the operations of Century Mile and Century Downs in Alberta to Highfield Investment Group, we agreed to enter a new triple net lease master lease with Highfield, which will add our 17th tenant upon closing. The Highfield lease carries initial annual base rent of CAD 10.7 million with a corresponding reduction under our Caesars -- under our Century master lease.

So there is no change to the aggregate rent collected by VICI. The assets remain in steady hands in a Canadian market we know very well, and our rent stream gains another -- our rent stream gains another distinct experienced local operator behind it. That transaction continues what we delivered over the course of 2026, the diversification of our tenant roster. Upon the closing of the Highfield transaction, we will have added 4 new tenants this year: Clairvest, Golden Entertainment, Club Med and Highfield, spanning regional gaming, the Las Vegas locals market, non-gaming hospitality in the Caribbean and Canadian gaming. Every one of those tenants is led by a tenured experienced operating team and every one of them makes the income stream of our stockholders own more diverse and therefore, more durable.

On the investment outlook, we never go pencils down at VICI and our relationship development across our pipeline continues to be active. We are in continuous dialogue with operators across gaming, hospitality and really the broader experiential landscape. And those conversations do not stop when the capital markets become volatile. What changes is the bar. Our underwriting moves with our cost of capital, and we will be patient, selective and disciplined, only pursuing those opportunities that are portfolio enhancing and strategically additive on terms that reflect today's environment.

Finally, let me turn to what we are seeing inside the portfolio because while sentiment toward customer-facing net lease REITs has been negative, the consumer inside our buildings keeps showing up. In Las Vegas, the Nevada Gaming Control Board reported Strip gaming revenue of more than $776 million in July, up 3.6% year-over-year. The Strip's fifth monthly gain in 6 months over the trailing 12-month Strip's gaming revenue now totals nearly $9 billion. August brought more modest growth with Nevada statewide gaming win up 3% and the third quarter ended with Strip revenue up 1.8% and the Las Vegas Locals business increased 2.1%.

The picture is similar nationwide. According to the American Gaming Association through July, overall commercial casino revenue increased 6% year-over-year with brick-and-mortar, sports betting and iGaming revenue all up year-over-year. Consumers keep choosing these experiences. Most importantly, our operators keep investing in them, and that demand is the engine underneath the long duration escalating leases that define our portfolio. So while we share the frustration Ed described with where our stock has traded, the work of this company has not slowed, exemplified by a tenant roster that is deeper and more diverse than it was a year ago, a pipeline of relationships that continues to grow and a portfolio whose underlying demand continues to prove itself. That is the work we control, and we will keep doing it with discipline. Now I will turn the call over to David, who will discuss our financial results and guidance. David?

Thanks, John. Touching on the income statement, AFFO per share was $0.62 for the quarter, an increase of 4.3% compared to $0.60 for the quarter ended September 30, 2025. Just looking at the balance sheet, we had a very active quarter. In August, we fully refinanced our 2026 maturities by executing a $1.75 billion public bond offering comprised of $900 million, 5.4% senior unsecured notes due in 2031; and $850 million, 5.75% senior unsecured notes due in 2036. In connection with the offering, we settled $1.1 billion of forward starting interest rate swaps and treasury locks and received $20 million of proceeds, which reduced the all-in interest rate on the notes from approximately 5.57% to 5.42%, a savings of nearly 15 basis points.

Our total debt is $17.2 billion, and our net debt to annualized third quarter adjusted EBITDA is approximately 4.8x, below the low end of our target leverage range of 5 to 5.5x. We have a weighted average interest rate of 4.57% as adjusted to account for our hedge activity and a weighted average of 6.0 years to maturity. As of September 30, we have approximately $2.5 billion in total liquidity comprised of $270 million in cash and $2.2 billion of availability under our revolver. As Ed mentioned, we've implemented a share repurchase program for up to $2 billion. This authorization gives us flexibility. It is not a commitment to repurchase any specific amount or on any specific time line.

We view it as one of the many capital allocation tools we have, and we expect to use it opportunistically and to cite our friend Mitch Germain, only when it is the most vigilant approach in allocating capital. During the third quarter, we declared a dividend of $0.46 per share. The quarterly dividend equates to an annualized dividend of $1.84 per share and represents a 2.2% year-over-year increase, representing our ninth consecutive year of dividend growth. Our dividend is very well covered with an AFFO payout ratio of approximately 75% per share based on the midpoint of our 2026 AFFO guidance.

And turning to guidance. We are raising AFFO guidance for 2026 in both absolute dollars as well as on a per share basis. AFFO for the year ending December 31, 2026, is expected to be between $2.695 billion and $2.705 billion or between $2.47 and $2.48 per diluted common share. Compared to our prior AFFO per share guidance, the update represents an increase at the low end of the range by $0.02 and an increase at the high end by $0.01. Based on the midpoint of our raised 2026 guidance, VICI expects to deliver year-over-year AFFO per share growth of 4%. And just as a reminder, our guidance does not include the impact on operating results from any pending acquisitions without announced expected closing dates, possible future acquisitions or dispositions and related capital markets activity or other nonrecurring transactions or items. With that, operator, please open the line for questions.

[Operator Instructions] And our first question comes from the line of Anthony Paolone of JPMorgan.

My first question is related to the buyback. And you talked about comparing other options for the capital before using it, and you have some existing commitments already. But can you talk about just maybe more specifically, if you've got capacity beyond the existing commitments where the buyback is going to compete with, say, your deal pipeline? Or do you think the existing capital commitments will probably use up like your free cash flow and capacity for now?

Yes. Tony, I'll start and then I'm going to hand it over to David. And I actually -- and David will talk you through the capital sources that could, again, potentially be a source of share buyback funding. But I actually want to address what came out in a couple of notes last night, which is that somehow it had been construed that we VICI had said, "Oh, we will never do share buybacks." And I can tell you, I don't think I ever used the word never. I moved to New York in 1979 when a lot of people said New York would never come back, and it came back and it's come back repeatedly over those 40-plus years. In the same way, anybody who says VICI can never come back from this is also making the wrong bet.

And accordingly, we have never, ever ruled out share buybacks. We have never said we would never do it. We will do it if it is the best choice among all the choices we have in front of us in terms of allocating capital. But with that, I'll turn it over to David, and David can talk about possible sources of potential share buyback funding given our current circumstances. David?

Yes. Thanks, Ed. Tony, good to talk to you. Thanks for joining us this morning. I mean, look, at the end of the day, we view it as good corporate hygiene. Ed went through some of the potential sources. And we get a lot of questions on what do you do with the loan proceeds. When those get repaid, that's one potential source. Obviously, free cash flow is a potential source. To answer your question directly, Tony, most of the free cash flow is allocated to loan commitments right now. And at the end of the day, our job is to grow the left side of the balance sheet with long-term durable real estate. And so we put the tool in place as simply that, a tool to potentially utilize excess cash flow when the opportunity may arise at a point in time, sometime in the future.

Got it. And on the loan book, I mean, I think in prior periods, the question was always around reinvestment risk. But I guess maybe does that flip now at all? And do you have opportunity to sell loans? Or are any parts of the book liquid where you can actually monetize and repurchase shares?

David?

Yes, Tony, it's a great question. I mean, this past quarter, the Hard Rock Ottawa notes, we sold those back to Hard Rock at par. So yes, everything is liquid in there. For the most part, sometimes it comes at a price. It is not our first choice. Obviously, the yield on that loan book is very attractive, but it is an option that we have and a tool that we have in our toolkit.

And Tony, I will just add -- I'm glad you asked that question, Tony, because I will just add in that we've often had the question over the last few years, what if that money comes back to you and the redeployment of it is not as high yielding as the loan might have been? Well, given both the state of the credit markets, I think that risk is lower. But again, at our current stock price and current AFFO yield, share buybacks would potentially be just as productive as the outstanding loan might have been depending on its interest rate.

Our next question comes from the line of Barry Jonas of Truist.

Churchill Downs just said on its call right before this that their gaming M&A process is going well. I don't know if you want to talk specific processes, but at a broader level, maybe talk about the pipeline and if you think bid-ask spreads are in a reasonable place today.

It's John. Nice to hear from you. Again, I'll go back to my opening remarks in the environment that we're in today. We continue to have a robust pipeline, a variety of -- you're talking about gaming, leisure, hospitality, entertainment, sports, health and wellness. But what's key at this time is really being patient selective and disciplined with our capital. And as we look at these opportunities, how they fit strategically with our portfolio. And as you mentioned, there is a process with the Churchill assets. There's other gaming assets in the market, but we take that same approach across not only gaming, but the other categories that I walked you through.

Great. Just as a follow-up, I appreciate the comments on the Caesars Regional lease, but what's the level of urgency from Caesars and their pending acquirer to resolve this to negotiate around the regional lease. They obviously have a lot going on now, but we do get the question around potential time lines where we could see some potential resolution.

Yes, I'll start, and then I'll turn it over to John, Barry. But we obviously can't speak for what Caesars sees as time lines and critical paths to all of the issues, obviously, that they're dealing with right now in terms of M&A. I will tell you that we're using the time very productively to make sure that we understand -- that we catalog and understand all of the potential choices available to us when it comes to the decisions and actions we might ever take with the Caesars regional lease. And along that line, whenever you're going to make good decisions, you have to understand the choices in front of you.

And we see our choices as arrayed along 2 fundamental axes, one of which would be lease management, and that is what do we do with the leases? Do we fix them? Do we potentially not fix them? And then the other axis of choice and decision-making is portfolio management. And that is do we keep the lease in its entirety and the properties that go with it? Do we sell the lease and the properties go with it? Or is there some gradation along that axis of choice and decision-making in the same way that there are gradations of choice and decision-making along the axis of lease management. John, did you want to add anything?

No. I think you described it very well. I don't think we've historically talked enough about on these calls that we're always evaluating our portfolio. We're always talking -- you mentioned Caesars, Barry, but we're always talking to our tenants about opportunities. So Ed described it very well.

Our next question comes from the line of Jim Kammert of Evercore ISI.

Fully appreciate that the whole CECL allowance is convoluted, very subjective mathematics. But is there any information value that your consultant may have shared with you regarding the pro forma anticipated sort of cash flows and cap stack of Caesars as a private entity?

David and team?

Yes. Jim, good to hear from you. No, the CECL -- you're right. The CECL allowance is a very convoluted esoteric GAAP provision, and I encourage everybody to go read ASC 326 and talk about it at your upcoming Halloween parties because you'll really be the hit of those parties. I mean it's an internal accounting treatment that we go through, Jim, and based on credit ratings and inputs to the Moody's model that we use. And it is a noncash charge. I think everybody knows that. It is a GAAP accounting provision and we shouldn't let accounting provisions distort economic reality of what is actually going on in the business. I think the -- one of the reasons for the change this quarter as we've laid out in our disclosure is that the merger closed and that Moody's did downgrade, Caesars downgraded their credit rating. So there was some, again, some GAAP accounting that had to take place this quarter given some of the events at our tenant.

That's fair. So you don't really have any -- there's no incremental insight as to future cap stack, et cetera. So that's fine.

No, there's not, Jim. It's just what gets put out in some credit pieces or whatnot, but we don't have great insight to that.

That's helpful. And then if I could, I certainly appreciate Ed's comments regarding particularly just very -- a moment ago regarding portfolio management. I mean, would you be even open to if the valuation made sense to take an MGM lease here, a Caesars lease there, a Century and create sort of a joint venture or a package deal as a way to identify sources of capital?

It's a very fair question, Jim. And related to that question, Jim, and I think you see this in the work you do as well, we're in a rather strange time right now where the public market generally does not put a lot of value on distributed income and duration. On the other hand, there is in the private capital markets, a big focus and the insurance capital pools are obviously an example of this, a big focus on distributed income and duration. So as we array all of the -- sorry, as we assess all the choices in front of us and the opportunity to make the best decisions possible for our stakeholders, we're certainly mindful of the fact that the income produced by our assets is very appealing in terms of being very good quality distributed income of duration in a world where there are certain capital pools that still very much value that.

Our next question comes from the line of Caitlin Burrows of Goldman Sachs.

Maybe just considering where VICI's dividend yield is today and internal rent bumps, it seems like VICI can attain the 10% total return without external growth. So given that, I guess, could you go through VICI's priorities today? And does the urgency of external growth seem less than it's been in the past?

That is a very good question, Caitlin, and thank you for citing that total return math. We always appreciate that. As you know, we're very focused on the building blocks of total return. Your math is not incorrect. I would say, though, that, that dividend yield plus the sort of same-store growth that we do enjoy as a net lease REIT does get us there in your math. But we would -- to build on John's point of a moment ago around our business development activities, we would not, in this situation, choose to stop investigating the opportunities to acquire very good real estate that we believe will have very strong and growing long-term value.

Okay. Got it. And so I guess on that, and you guys mentioned earlier how you've added a number of new tenants, Clairvest, Club Med, Pure Highfield as examples. I guess where do you see the greatest growth from these opportunities -- these kind of partners, yes, between those new tenants?

John?

Yes. Very good question as well. Part of why we did these initial deals with these groups is our ability to continue to grow with them. We like these deals individually, but we also like that they continue to look at new opportunities. I'll just take one of them, Club Med's one that we announced the deal this year, as we mentioned, and they continue to be a company that are looking for opportunities all over the world. And I think they have found us to be a good partner to continue to have those discussions. Now again, whether we announce another deal, do another deal is all going to depend on how selective and disciplined where our cost of capital is. But Caitlin, you've nailed it. We found some new partners that are looking to continue to grow their business, and we hope they grow up with our model.

Our next question comes from the line of John DeCree of CBRE.

Maybe to speak about a sector that was talked about in the past, and that's kind of sports stadiums or kind of sports anchored mixed-use districts. We're paying attention to a lot of the institutional capital and private equity finding its way to professional sports teams. And so Ed or John, David, how are you thinking about those potential opportunities for real estate as kind of the professional sports ecosystem evolves with institutional investors? Is it becoming more attractive? Are you seeing more opportunities? And is it still an area of interest for you?

John?

It's nice to hear from you. It's a very exciting area. It seems to be in the news almost every day. So this sector is definitely worthy about the investment of time that we have been spending learning the ecosystem, meeting the players, understanding the developers. We're also watching how this sector is beginning to overlap even more and more with live entertainment, with multipurpose entertainment centers with the professional or collegiate sports team arena and stadium becoming the anchor for that development.

So that's a long way of saying we continue to be excited about the opportunity here. We've not made an investment as we continue to be selective and disciplined, but we do think over the coming years, there is opportunity. The only other opportunity I'll mention, John, while I have the mic is a little bit about Las Vegas and the excitement going on in that town. Obviously, the success of the Raiders, the Golden Knights, soon to be The A's has the NBA talking about bringing an expansion team. That would be just for us, super exciting that an expansion team ended up in Las Vegas to continue to drive customers there and another reason to visit Las Vegas.

At the same time, with our partners of Caesars, we are actively involved in the process of talking about Arena on the land that we own. We think I'm obviously a little bit biased here, but we think we have the best site for a new arena should the NBA decide to have a team there, and it's been a pleasure coming up with plans with our partners of Caesars.

That's helpful. Those comments. Yes, with every day, we're reading about more and more capital going towards the sports ecosystem. So very interesting. Maybe a housekeeping item as a follow-up. Ed, you kind of mentioned the payout ratio around 75%, which leaves retained free cash flow, which has been a core strategy for VICI and very effective. What are some circumstances or how do you think about maybe altering that payout ratio in the current environment going forward? What would cause you to go up or down other than kind of normal ebbs and flows and just timing?

Well, I'll start, John, and then I'll turn it over to David. But I would say that, that benchmark of in and around the 75% range is a benchmark that we believed in from day 1. And I don't think our belief in it has altered. We do believe that there's great value in having that amount of free cash flow in and around the 75% level. So the idea of taking it down further isn't necessarily that appealing and yet taking it up for the same reason is not that appealing. David, I don't know if you want to add to that.

Yes, John, good to hear from you. And I think Ed covered it well. I mean, as Ed alluded to, this was kind of a day 1 decision to, one, generate free cash flow; two, to make sure we're well distributed in terms of our REIT taxable income distribution requirements and then to have flexibility in the event that back when we set the payout ratio, we had no idea what the future would hold. We have no idea what the future will obviously hold today. But it gives us flexibility to go up in the event that needed for whether it be distribution requirements, payout requirements, but we like the free cash flow it generates, and we are continuing to watch it and maintain it.

And John, I will just add that sooner or later, I do believe we're going to be right in what we said on our Q2 2025 earnings call when we cited Savita Subramanian from BofA in proclaiming that the total return era has returned. We do believe -- we genuinely believe it will. And with that, there will be greater value placed on dividends than might be the case today.

Our next question comes from the line of Greg McGinniss of Scotiabank.

Just wanted to return to buybacks. We appreciate the clarity you provided on your thinking there, going to be evaluated in the future versus other potential commitments, but this does seem like a near-term concern given current commitments in place implies excess free cash flow in 2027. So are you seeing opportunities today on the debt side that are as attractive as a 10% plus AFFO yield, excuse me, or maybe deals that improve the longer-term acquisition pipeline, so even if the debt investment return doesn't really match the potential accretion from a buyback, it still makes sense as a more viable option.

Yes. I actually really like the way you framed that, Greg, in terms of the range of choices available. So David, do you want to take that?

Yes, Greg, good question. We appreciate it. Just in terms of debt investments, we've talked a lot about the size of our loan book and feel good about the current size of our loan book. I think we do see debt investments that are north of our AFFO yield, and it becomes a strategic decision whether or not to grow the loan book, who's the partner, kind of the future opportunities. And then you rightly so, there may be a lower yield for assets to go on the left side of the balance sheet, but produce durable income, improve the quality diversification of our income stream and our tenant base, and those are all things that we take into consideration. And as I mentioned in my remarks, a share buyback is simply a tool. An ATM program is a tool and having as many tools in our toolbox is just good, again, good corporate hygiene.

Great. And just kind of looking at some of the operator earnings that came out the last couple of days, you had Caesars with a decline in Vegas, but some improvement in the regional side, MGM with some improvement on Vegas, but a major decline on the regional. Is there anything specific asset-wise that's within your portfolio where you're seeing kind of changes from a customer perspective or anything where you expect near-term growth from investments that are being made?

John?

Greg, it's a very good question. And if you sit in the seat long enough, which we've been here 9 years, we've had discussions over the time where Vegas is outperforming, the regionals are not. You just quoted this quarter, the regionals are performing and Vegas had a little bit of a slow summer impacted by some air travel with Spirit pulling out. So again, what's great about these is over the lifetime of our 9 years, this is a business that has continued to perform and generate a heck of a lot of cash flow. We continue to get the performance from our tenants. We continue to be, as we have from the start, active in conversations with our tenants, not only about future growth, but the current portfolio that we have.

So we -- again, I mentioned this earlier, we don't talk a ton about portfolio management on these calls. We talk more about what's going to be new. But the majority of time, that my team and the asset management team is studying our portfolio and talking to the operators. And you're going to see these ebbs and flows of these size of businesses. But over the course of time, they continue to show growth.

Our next question comes from the line of Wesley Golladay of Baird.

Can you talk about what's driving the guidance higher? Was that visibility on your CPI-based leases in November?

David?

Good to hear from you. A little bit of the CPI, a little bit of more clarity around funding commitments on the loan book. And then the -- we got some variable rate loans in our loan book, so a little bit higher SOFR curve and a little bit quicker deployment of some of the capital. North Fork just opened 2 days ago, and there's a little bit of acceleration of some capital deployment as some of these projects come online and get open.

Okay. And then maybe going back to the CECL charge related to the Caesar leases that you called out in the 10-Q. I get that some of that is the technical nature of the rating change by the agencies. But is there also, I guess, something about your best -- your best outcome for shareholders incorporated in that on how you're viewing the lease potential outcome in 2035, I believe.

David?

Yes, Wes, it's really driven by GAAP and the GAAP accounting principles around the duration of our lease. Under GAAP, we record the fully extended lease term, so it goes out to 2055. And it's not -- there's not an assumption or inputs in terms of what's the best outcome for shareholders. It's an accounting provision and accounting disclosures assumptions, provisions, just given the trigger around the downgrade in terms of the credit rating and then what may or may not happen at the first lease renewal.

Our next question comes from the line of Chris Darling of Green Street.

Going back to the buyback authorization, just hoping you can elaborate on the role of asset sales in tandem with this tool. It sounded to me like free cash flow and/or loan repayments would be the more likely source of capital. But I just want to make sure I sort of understand that aspect, how you're thinking about it.

Yes, I'll start, Chris. And those are the more likely sources that you just cited, free cash flow and repayment. But I don't think we would be doing our jobs as portfolio managers and fiduciaries if we weren't constantly looking at our portfolio and asking the question, is a given asset worth more today than it might be worth in the future? And if so, is a sale of that asset one possible way of creating shareholder value and the liquidity that goes with it?

Okay. Understood. And it probably dovetails a little bit with this conversation. But Ed, in the prepared remarks, you mentioned a range of creative financing structures that other REITs have pursued, I assume, as it relates to potential asset sales. Just hoping you can elaborate on what exactly you were talking about, what those structures might look like. I assume it also relates to some of the comments around insurance capital as well.

Yes. That's right, Chris. And I'll have David jump in here in a moment. But I just want to go back to what I said in relation to Jim Kammert's question a few moments ago, and that is the degree to which distributed income and duration are frankly more, in many cases, more appealing at this point to private capital pools than the common equity market. And so we will evaluate every opportunity in front of us if we believe that use of that potential capital can be additive for our stakeholders. And I will just comment on some writing that Green Street has done around this topic. And I will say that I was a little puzzled by Green Street saying that REITs returning to, for example, high-grade joint venture capital as a substitute for debt. But I would argue it's more likely at this point in the cycle, a substitute for equity using that instead of, say, the ATM. But I'll turn it over to David so he can add his thoughts.

Yes, Chris, good to hear from you. I mean any good stewards of the balance sheet and capital, we've got to look at all sorts of alternatives. We get a lot of credit to Realty Income, Jonathan and Sumit over there for diversifying their capital base in what is really a shrinking active REIT manager market, right? You had AEW shut their books earlier this year, unfortunately. So you just see a shrinking active manager. So where do we go for capital? Yes, the insurance world is one. You saw 2 of those high-grade JVs in the last, I guess, 10 days with Alexandria and UDR doing that recently, and you guys wrote on the UDR piece. But you've seen other REITs to help fund businesses.

We talked about asset sales. John talked about portfolio management. We are very active in our portfolio management. Are there other avenues of private capital? We had a net lease REIT do a convert this week. So we evaluate. There's active term loan market out there given where the tenure is going. So we are always looking at all forms of capital and what would be the right source of capital for the business for the long term and for ultimately generating shareholder return.

Okay. I appreciate those thoughts. And Ed, I guess, to your point, like so many things in finance, right, it's probably case by case depends on the structure, but that's maybe a conversation we can have offline sometime.

I would look forward to that, Chris. Thank you.

Our next question comes from the line of Todd Thomas of KeyBanc Capital Markets.

I wanted to ask about One Beverly Hills. There have been reports that Cain is raising capital by issuing Founders Bonds on the residential. I think they're targeting about $1.6 billion or more from residential buyers. Can you just discuss how that financing affects the project's cap stack, if at all, and whether that changes the risk profile of the deal and your view on VICI's mezzanine investment and maybe provide an update there?

Yes. Todd, I'm going to turn it over to David, Erin and potentially Samantha in just a moment. I just want to comment on that Wall Street Journal article that made it sound as if founders bonds are this new thing that's just been invented by Cain when, in fact, they're endemic to the way certain projects in California get developed like One Beverly Hills. But David and team, do you want to more fully address Todd's question?

Yes. And it really comes down to that, Todd. It is not a new structure. It is an option for buyers to participate in. It is not a requirement. We -- this has just been part of the underwriting from day 1, and it's not something that's new or come to light post our transaction closing. It does not change the risk profile of the deal in the event that buyers don't sign up for Founder Bonds, it's a substitute for equity. So the buyers keep the founder bonds or don't invest in the Founder Bonds, and there's more equity that comes in from Cain. So net-net, you're in the same spot. So as Ed said, the Wall Street Journal article twisted things a little bit like an unnatural pretzel.

Okay. Got it. And then just wanted to go back to the Caesars, the CECL charge. David, your comments suggest that it was more about the duration of the lease term through 2055, including the options, perhaps not the rent level or potential rent at expiration or renewal. Is that right? And then also, sorry if I missed this, but what was the balance of the CECL charge related to, so about $145 million. What was that attributable to?

The first part of your question, Todd, yes, you're right, you're right. So the orders of magnitude, I think we had $458 million of total credit loss, $313 million was attributable to Caesars, and there was some changes on the loan side with the loan that we have -- that we have, excuse me, under nonaccrual and then a bit of an increase in One Beverly Hills made up the majority of the loan changes -- the CECL changes for the loan book, excuse me.

Our next question comes from the line of Nick Joseph with Citi.

I was hoping you could touch on the performance of the underlying assets in the loan book, maybe specifically Margaritaville Hotel, the golf loan or any other that are on nonaccrual or been modified?

David and Gabe, do you want to take that?

Sure, Nick. It's Gabe Wasserman. I can handle that. So the loan on nonaccrual, which was placed on nonaccrual in Q4 '25, sponsorship is still looking to raise equity to recapitalize that project, and we are working with them closely to try to support them in those efforts and help them raise equity and make introductions. So continue to monitor that one closely. And then there was one other loan that was modified during the second quarter, which we disclosed in last quarter's 10-Q, working with sponsorship very closely. They put a lot of equity and continue to put equity into that asset to delever us quarterly. They put up additional collateral and personal guarantees. So we feel really good about that one and really appreciate their partnership and support and their commitment to the investment.

And then are there any other loans on your watch list? And maybe you can provide an update on the Fontainebleau in Las Vegas?

Sure. So we actually don't have a watch list. We go through every single investment in our lease and loan portfolio on a quarterly basis as a management team, so don't have separate lists. And on the Fontainebleau, they're approaching an extension test in January of 2027. That one fully matures in 2028 and expect that money to come back to us. And as we spoke about, that would be a good opportunity to redeploy that into a myriad of option, whether it's other investment opportunities, other unfunded loan commitments, stock buybacks. That's a good example of capital that will come back to us, and we'll have some good options to redeploy it.

Our next question comes from the line of Jordan Bender of Citizens.

Over the years, we've seen casino greenfield projects come and go, including the proposal to get several integrated resorts up in Ontario over the last 24 to 48 hours. As you think through your uses of capital, curious to where greenfield projects that you develop, whether it's in the U.S. or internationally sit on your list of priorities.

Yes. I'm going to turn this over to John in just a moment, Jordan. But it's a good question to ask because it also gets to what can be the value as part of portfolio growth activity of build-to-suit projects, which can eventually be of considerable economic value and magnitude, but do not require writing one big check on day 1. It allows you to put capital out at a cadence, and so that can be appealing as not the sole investment activity, but as a component of investment activity. But John, I'll turn it over to you if you want to offer any thoughts on Canada or any other growth activities -- greenfield activities.

You had a great answer, Ed. I mean it's definitely something we continue to look at. We're very careful of who the partner is, what is the market, how to size the market, what is the capital investment. We have seen over years, if you're as old as I am, 30-plus years in the space, where they're great markets and great operators, but they put too much capital into the business, and it's tough to maintain. So we are definitely involved in discussions, but we also are very careful in the underwriting and being selective and disciplined and patient and really take time to understand how the operator is thinking about the opportunity.

Our next question comes from the line of David Katz of Jefferies.

I'm not sure, and I know we have in many past calls, discussed the sports facilities opportunities, which had been a kind of a growth avenue and one that was just developing and taking a long time. Perhaps this is for John. Is that still an avenue that's on some burner on the stove?

It absolutely is. I will turn it over to John in just a second here, David. But I think one of the things we've learned as we've gotten to know this landscape better is that there are certain players in this marketplace of sports investing that are really the key conduits to activity and that have pipelines already developed that give them access to multiple opportunities across multiple sports and multiple geographies. And I would say as well as getting to know individual team owners or universities, we are also very focused on figuring out who the fulcrum players are that force multiply John and the team's efforts. But John, I'll turn it over to you.

Yes, David, we're -- to answer the question, we're definitely -- it's still worthy of our investment and our time, and Ed's described it well. As you know, we're a provider of capital and partnership, but we're not developers. We're not designers. And so what Ed described is what we've been spending our time is understanding who are the players, who's going to have access to these projects, how can we participate in the short term and the long term, what structures can we put in place, but it definitely is an area where we are smarter today than we were a year ago, and we continue to look at the right opportunities for our capital.

Our next question comes from the line of Dan Guglielmo of Capital One Securities.

Just one for me, and it's a follow-up to Chris' question. But you mentioned the third access to capital right now as being proper portfolio management through potential asset sales. So if you did tap that third source of capital, what would be the ultimate goal there before declaring success and then moving on?

If I understand your question, Dan -- and by the way, Dan, ski season is coming, just in case you forgot. Our ultimate goal would be what it always is, which is to make sure that both the recovery and the reallocation of capital are value enhancing, that we end up with an investment, namely a property investment that we believe will grow in value over time that's occupied by a very good operator that we believe in and will continue to believe in for years to come.

Our next question comes from the line of Haendel St. Juste of Mizuho.

I got 2 quick ones here. I guess, first, Dave, for you. Can you share some early thoughts? I think you have $1 billion, $1.5 billion of debt maturities next February, 2 bonds average rate, I think, 4.75%. Curious if you're open to shorter-term debt, convertibles and where you think you could issue 10-year debt today?

David?

Haendel, great to hear from you. Yes, we have $1.5 billion due in February. We look to refinance that maybe later this year or early next year. We've got plenty of time. Credit markets continue to be conducive for VICI. They value the corporate guarantee that we have. Just going back to the August issuance, we raised $1.75 billion of paper and had $7.2 billion of orders in the book. So the fixed income markets continue to look at our cash flows as very stable. But we'll evaluate timing. We'll evaluate tenor as we have in the past, Moira leads those efforts and does a phenomenal job of ensuring that we are balancing the tension of demand in the market. And then we'll also look at -- as I mentioned, we evaluate term loans, we evaluate converts. Converts don't make a lot of sense for us today, but we continue to watch and see what others are doing.

So we'll address that. We will have obviously a little bit of AFFO headwinds given where the rates are on that paper. I think one of those is a legacy high-yield note when high yield was at 3.5%. Both can remember those days. But it's on our radar, and we will address it in due course and as efficiently as possible.

Got it. Helpful. And then just one follow-up. We saw your peer monetize some of their excess land by partnering with Prologis to form an industrial partnership. I'm curious if you guys have any land parcels you think that could fit an opportunity like this? Is it something you'd consider? Or are you only focused on experiential JVs? And then more broadly, Ed, I think I just want to get your kind of maybe updated perspective. Just curious if I'm interpreting correctly that you seem a bit more open today broadly to the idea of potential funds or JVs to expand your opportunity. Just curious on some thoughts there.

Yes. Well, Haendel, first of all, I'm so glad you asked that question. It gives me an opportunity to congratulate our friends at GLPI, Peter, Steve, Desiree, Carlo and others on what I think is a very good deal with Prologis. Obviously, the largest REIT in the world, blue chip. And what it demonstrates is something that I think people have been a little skeptical about, which is what is the residual value of gaming real estate as real estate. And I give full marks to GLPI for creating that partnership with Prologis on that land. And then to go to the second part of your question, we obviously -- we react to the facts as they exist on the ground. We're not in the business of denial. And if the world is going to continue to evolve in such a way that the relative merits of an option become more positive, more productive, we will certainly pay more attention to them.

This concludes the question-and-answer session. I'll now turn it back to Ed for closing remarks.

Well, thank you, Marvin, and moreover thanks to all of you on the call today. We really appreciate you being involved and invested in VICI, and we look forward to talking to you again in February.

Thank you for your participation in today's conference. This does conclude the program. You may now disconnect.

Good day, ladies and gentlemen. Thank you for standing by. Welcome to the VICI Properties' Second Quarter 2026 Earnings Conference Call. [Operator Instructions] Please note that this conference is being recorded today, July 30, 2026. I will now turn the call over to Samantha Gallagher, General Counsel with VICI Properties.

Thank you, operator, and good morning. Everyone should have access to the company's second quarter 2026 earnings release and supplemental information. The release and supplemental information can be found in the Investors section of the VICI Properties website at www.viciproperties.com.

Some of our comments today will be forward-looking statements within the meaning of the federal securities laws. Forward-looking statements, which are usually identified by the use of words such as will, believe, expect, should, guidance, intend, outlook, projects or other similar phrases are subject to numerous risks and uncertainties that could cause actual results to differ materially from what we expect. Therefore, you should exercise caution in interpreting and relying on them. I refer you to the company's SEC filings for a more detailed discussion of the risks that could impact future operating results and financial condition.

During the call, we will discuss certain non-GAAP measures, which, we believe, can be useful in evaluating the company's operating performance. These measures should not be considered in isolation or as a substitute for our financial results prepared in accordance with GAAP. A reconciliation of these measures to the most directly comparable GAAP measure is available on our website and our second quarter 2026 earnings release and our supplemental information in our filings with the SEC. For additional information with respect to non-GAAP measures, certain tenants and/or counterparties discussed on this call, please refer to the respective company's public filings with the SEC.

Hosting the call today, we have Ed Pitoniak, Chief Executive Officer; John Payne, President and Chief Operating Officer; David Kieske, Chief Financial Officer; Jeremy Waxman, Chief Accounting Officer; Gabe Wasserman, Managing Director of Business Development and VECS; and Moira McCloskey, Senior Vice President of Capital Markets. Ed and team will provide some opening remarks, and then we will open the call to questions.

With that, I'll turn the call over to Ed.

Thank you, Samantha, and good morning, everyone. And for the analysts on the call, we are especially grateful for your presence today because we know that yesterday aftermarket, you dealt with an absolute flood of earnings releases in your coverage area. So again, thank you. In the next few minutes, you'll hear from John Payne on our growth outlook and activities and from David Kieske on our financial results, liquidity and updated 2026 earnings guidance.

To start, I'd like to spend a moment or two talking about how we think about, talk about and manage the growth of our business. You've heard us say before, frequently, that we grow our business by growing our relationships, by growing new relationships and growing the scale of existing relationships. Today, I'd like you to take you deeper inside our approach to relationship building and to do that, I'll tell you the story of our new relationship with Club Med, which we announced back in June with the news of our investment in St. Croix, where we've acquired a property initially developed as the Rock Resort Carambola. We first began getting to know Club Med in 2025, and it's important to understand how we came to be connected with Club Med. The connection was not direct. In this case, it wasn't about calling up their global headquarters in Paris, nor their American Caribbean headquarters in Miami. So believe me, we do regularly make cold calls on experiential operators.

We did not receive a flyer saying there was a Club Med property or a Club Med opportunity for sale. We did not get connected through bankers or brokers. We connected with Club Med through a company that will remain nameless. This is a leisure and hospitality company we've been courting for partnerships since just about the birth of VICI. To date, we haven't been able to find the right opportunity with them, though to be sure, we won't stop trying. We've always worked hard to make our conversations with this unnamed company meaningful and collegial and frequent.

In 2025, Club Med asked this unnamed company, who they, Club Med, might partner with for financing of the St. Croix opportunity they were pursuing. The unnamed company said to Club Med, "We should connect you with our friends at VICI." And thus in 2025 Club Med connected with John Payne and Erin Ferreri to get a conversation started. When we commence a conversation with a potential new partner, we are not in sales mode, we are in learning mode. With Club Med, John, Erin and Matt Perkins and other members of the VICI team set about seeking to understand Club Med's needs: Financial, strategic and cultural needs, not only in St. Croix, but into the future that Club Med envisioned for itself. This is an approach that takes time. We believe in this approach that leads to the strongest foundations upon which to grow together. And in this case, St. Croix became the foundation upon which we are building our relationship.

When we first announced our new partnership with Club Med and our acquisition of the St. Croix property, the reaction from some was sort of a small deal. I'll offer a couple of quick thoughts on that take. First of all, the total projected investment of $75 million into one property is pretty meaningful by net lease standards given the typical net lease property tends to cost low single-digit millions. Secondly, and to reemphasize the point, when we make a first investment with a new partner, we are highly focused on the foundation we are building for potential future investment.

Two weeks ago, a number of us on the VICI team experienced a strong foundation when we joined our Club Med partners on the North Shore of St. Croix for what Club Med calls its First Stone Ceremony. This ceremony celebrated the ecosystem of relationships that Club Med builds before it creates and in order to create great experience resorts. The Club Med team of Global CEO, Stéphane Maquaire, North American Caribbean CEO and President, Carolyne Doyon; and North American Caribbean Senior Vice President of Development, Eileen Kett, brought together the St. Croix governmental tourism and developmental officials who've been and will continue to be instrumental in supporting the resort redevelopment, both strategically and financially as well as the contractors who, over the next 18 months-or-so, will restore this resort to the glory originally envisioned by Laurance Rockefeller, while making it a distinctly Club Med experience.

What I witnessed on St. Croix may be proud of the new partnership we've created with Club Med and excited for what together will contribute to St Croix's competitiveness as an experiential destination. What was also clear to me that day and St. Croix is the energy, creativity and passion that Club Med brings to its growth activities. And with Club Med having a stated goal of growing its portfolio of destinations from 60 to 100 over the next few years, I'm hopeful and excited that VICI will find ways to be supportive of and participative in that growth. If we do, it's because we will continue to grow our relationship with Club Med with that growth relying on our working every day to understand and better serve their needs, which is what we strive to do with every one of our growth partners.

And with that, I'll turn the call over to John.

Thanks, Ed. Good morning to everyone. You just heard Ed tell the story of how our Club Med relation came to be, and I'll simply add two things. First, for our business development team, a partnership like this one is the payoff of years of patient relationship building. It's the way we like to grow. Second, the transaction itself marks several first for VICI. Our first build-to-suit investment and our first property acquisition in the Caribbean. At closing, we funded a $20 million acquisition of the Carambola Beach Resort, and we will fund Club Med's approximately $55 million redevelopment of the resort, which Club Med will operate under its premium exclusive collection brand following a targeted opening in the fourth quarter of 2027. As Ed said, we look forward to growing with Club Med for years to come.

During the quarter, we also brought several previously announced transactions across the finish line, the closing of our $1.16 billion Golden Entertainment sale-leaseback, the commencement of our new lease with Clairvest at Northfield Park and the completion of the acquisition of the Gamehost real estate in Alberta for approximately CAD 200 million alongside our existing partners at PURE. With the completion of these transactions, we've added Clairvest, Golden Entertainment and Club Med as our 14th and 15th and 16 tenants, respectively. This tenant growth was achieved by partnering with experienced and tenured operators. From Clairvest's two decades of investing across 37 gaming assets to Blake Sartini's more than 30 years operating in the Nevada gaming landscape to Club Med's 75 years of all-inclusive operating experience and the closing of the Gamehost transaction reflects the other side of that same discipline, our capital continuing to serve the growth of partners already on our roster.

Turning to the trends across the portfolio we already own, and there's no better place to start than Las Vegas. On a year-to-date basis, Strip gaming revenue is running ahead of last year, with room rates continuing to demonstrate the pricing power of this market. The resilience of Las Vegas continues to be reinforced by the ongoing diversification of demand. We've noted many times how this city has transformed itself into an entertainment epicenter with experiences like sphere, and there's been the massive growth in professional sports with the addition of the Golden Knights, the Raiders, F1, the Aces and the upcoming relocation of the Oakland A's and now the prospect of an NBA franchise stands to extend the trajectory further. Every new demand driver makes Las Vegas that much harder to bet against.

Then there's the Convention segment, which we've long viewed as an underappreciated mitigate to the cyclicality of leisure demand, and it continues to strengthen. Last month, U.S. News & World Report named Las Vegas the #1 convention city in America with The Venetian ranked the top conference hotel on the entire list. This is a powerful validation of the convention infrastructure our operators continue to invest in and of the nearly 6 million square feet of conference convention and trade show space VICI owns on the Strip. We often say we aim to make VICI bigger only when it makes VICI better. This quarter, we got better. Three tenured and experienced tenants added to our roster a new market in Las Vegas Locals, a new geography and partner in the Caribbean and continued growth with partners we know well. The roster-building, relationship-driven work is what will continue to find VICI in the quarters ahead.

Now I'll turn the call over to David, who will discuss our financial results and guidance. David?

Thanks, John. Touching on the income statement. AFFO per share was $0.62 for the quarter, an increase of 4.6% compared to $0.60 for the quarter ended June 30, 2025. In terms of the balance sheet, our total debt is $17.2 billion, and our net debt to annualized second quarter adjusted EBITDA is approximately 4.9x, below the low end of our target leverage range of 5 to 5.5x. We have a weighted average interest rate of 4.45% as adjusted for hedge activity and a weighted average of 5.5 years to maturity. As of June 30, 2026, we have approximately $2.5 billion in total liquidity, comprised of $288 million in cash and $2.2 billion of availability under our revolving credit facility.

Turning to guidance. We are updating AFFO guidance for 2026 in absolute dollars as well as on a per share basis. AFFO for the year ending December 31, 2026, is expected to be between $2.675 billion and $2.695 billion or between $2.45 and $2.47 per diluted common share. Compared to our prior AFFO per share guidance, the updated guidance represents an increase at the low end of the range by $0.01. Based on the midpoint of our raised 2026 guidance, VICI expects to deliver year-over-year AFFO per share growth of 3.4%. As a reminder, our guidance does not include the impact on operating results from any pending acquisitions without announced expected closing dates, possible future acquisitions or dispositions and related capital markets activity or other nonrecurring transactions or items.

With that, operator, please open the line for questions.

[Operator Instructions] Our first question comes from the line of Barry Jones from Truist.

This is Jeremy on for Barry. With Churchill Downs announcing last night that it's looking to sell its regional properties, what's your high-level expectations for regional M&A activity throughout the remainder of the year? And do you see regional valuations market-wide as reasonable at this point?

This is John. It's good to talk to. I'll talk a little bit about regional gaming right now. I was adding up the years last night. I've been in or around the regional gaming space for 30 years. My colleagues are laughing at me right now. But the business is resilient. I mean there has been a really amazing rebound here over the past 6 months or so in the regional markets. It's very exciting to see the innovation that's happening around slot product right now that's helping to drive growth in the regional markets. As it pertains to the -- I think you're referring to the Churchill announcement that they are going to be selling their regional gaming portfolio. There are some assets in their portfolio that I'm sure we'll take a look at, that would be a nice addition to our portfolio. I know there are some of our current tenants that are interested in those assets, and we'll continue to better understand the opportunities there.

Got it. That's very helpful. And then should we expect to see more build-to-suit structure type deals similar to the Club Med?

Yes, Jeremy, it's very common across the net lease universe, and it's something that we're excited about, and I think we continue to offer solutions to our partners, and this is a very attractive solution for those that are in growth mode.

And our next question comes from the line of Caitlin Burrows from Goldman Sachs.

I guess just -- I'll figure out how to phrase it, but just considering that your two largest tenants are in the news to potentially be bought, we'll see what happens with them. But I guess just considering the time period that we're in right now, I was wondering if you could comment on how your conversations with those tenants today differ from a year or two ago and kind of what's normal course versus what's maybe, I don't know, on hold because their own structure is changing or potentially changing?

Yes. Caitlin, good to hear from you. I would say that our conversations actually haven't fundamentally changed with our partners. We are in constant contact with all of our partners, around various interactions involving our businesses. And they are obviously in very intense operational businesses day by day, hour by hour. And we're always very respectful of that and making sure we don't waste their time. But we continue to have very positive conversations around opportunities that we see together, whether with existing assets or incremental opportunities. I'll turn it over to John here because he can give you an example of an opportunity that we are discussing with a partner despite the fact that, that partner is also engaged in some very meaningful activities beyond us.

Yes. It's good to talk to you this morning. Ed is referring to the opportunity in Las Vegas with the NBA. I think everyone has seen in the news that the NBA is looking to put another team into Las Vegas. There are many people bidding on that team. We own in conjunction with our partner, Caesars, and we're working with them 50 acres of land behind Paris, Horseshoe, Planet Hollywood, and we are developing a plan with Caesars, Sean McBurney, in particular, who runs Las Vegas to house the arena that could be built for the new NBA team. So that's just an example of us working with one of our partners. The other thing I'll address is, in my opening remarks, I talked about having our 14th, our 15th and our 16th tenant, we're very different than other triple nets that have hundreds of tenants. We have, as you hear, 16, which then allows us to have deeper and more frequent conversations. So we're constantly talking to our partners about ways we can grow together, how our assets are performing, et cetera. So that's just another example of how we're a little bit different.

Got it. Okay. And then I think you've probably touched upon it briefly in the prepared remarks, but wondering if you could talk about some of the trends you're seeing more recently in Las Vegas and maybe how they differ vary between your specific assets and the market overall?

Well, we continue to be very excited about the market. As I hinted, it's a place that constantly reinvents itself and not only has ways to make money in gaming, but you can hear it is becoming the #1 entertainment epicenter, and I'll describe in the world, someone can argue with me about that. But it is a place that continues to add different reasons to come and visit. We obviously are well invested there. We have numerous assets there. They all continue to have specific reasons why the consumer segment comes to their property. And we really like what the operators are doing, especially event-driven and creating these unique events that only can be done in Las Vegas. So we continue to be really excited, and we continue to like how our tenants are operating their businesses and being creative.

I'll just build on what John is saying, Caitlin, by pointing out what MGM disclosed yesterday with its Q2 results, and that was 93% occupancy for their Strip assets in the second quarter, which is truly an outstanding amount of occupancy given the amount of inventory that MGM has in the Strip. And I think that the embedded within that was the very meaningful positive outcome they're getting on being promotional and offering all-inclusive packages at Luxor and Excalibur. These are operators that respond to changing conditions, and they respond, I think, as energetically and creatively as any hospitality and leisure operators I've ever known.

And our next question comes from the line of Greg McGinniss from Scotiabank.

So I believe most of the free cash flow is spoken for this year with investments to make. But as you look ahead, are you considering share repurchases, or do you think you can find more accretive investments with this capital?

Yes, Greg, it's a question we get asked a lot. You have basically answered the question. I mean when we're putting money out at SOFR plus 8.25%, that's a much more attractive use of our capital. And that's just for the One Beverly Hills loan, and our loan book is close to 9.5% yield. We can find much more attractive uses of that free cash flow. And the Club Med is a very attractive return. Everything we've closed this quarter is a very attractive return. And just the buyback for a REIT, especially a net lease REIT that is -- growth is dependent on deploying capital, just not something that makes a lot of sense, especially where we are now in the investment prospects that we have in front of us.

Okay. And then we've seen in the news there's -- a lot of cities basically pouring billions of dollars of capital into convention facilities. And I'm curious what impact you might think this have -- may have on Las Vegas and also whether this represents an investment opportunity for you?

Yes. Greg, it's a good question. The -- I do think that the competitive superiority of Las Vegas as a convention destination is so well established that I don't know that anybody is tremendously worried about new convention supply in other American cities. And part of that -- a large part of that has to do with the ecosystem that Las Vegas represents when it comes to appealing to and serving the needs, both convention needs and leisure and hospitality needs of convention-goers. The entire ecosystem, including airlift, infrastructure, lodging quality and abundance, entertainment quality and abundance, F&B quality and abundance, there's really no city in America that can come close. And I think that probably -- has also a lot to do with, unfortunately, the somewhat beat-up condition of full-service lodging inventory across so many American city centers. So again, I really -- I have a very strong conviction around the competitive superiority of Las Vegas' convention center destination. As to the introduction of new supply in other cities, it could be something we would look at, but it would have to be a situation in which, obviously, we can invest in it accretively, and we would also have very high confidence that, that destination can be competitive in what is a very competitive marketplace.

And our next question comes from the line of John DeCree from CBRE.

Wanted to ask a little bit about kind of the shift to private markets for your tenants. I think VICI kind of had unique exposure to public tenants relative to other REIT asset classes. But Ed, John or David, curious if you find private companies that you work with in the casino space more willing or open, flexible to use refinancing relative to public companies. I think the last couple of years, we've just seen public markets kind of undervalue casino operators. And so curious that the shift we're seeing to private markets, if that's changing the outlook for M&A and refinancing in the casino space.

Yes, I think it could. And I'll turn it over to John and David in just a moment, John, and good to talk to you. The -- it's somewhat understandable given what I think a lot of operators have felt has been that somewhat lack of love that they've gotten in the public markets over the last few years. And I think a number of them that we talk to, and John can give you more specifics here in a moment, appreciate the fact that in the private markets, they truly can do what they believe are the right things to grow their business over the longer term. And an example of that is that once they go private, they tend to be not focused on what's going to be the earnings in a given quarter. And more focused on what -- if we make any incremental investments, what's going to be the IRR on those investments. And we have found, for example, that private operators are more responsive to the use of our capital through our property partner growth fund because from an IRR point of view, that capital is very, very attractive to them. And I'll turn it over to John now, but I think we can confidently say that the recent privatizations have left the now private operators feeling quite good about where they are.

Yes. I think from the operations side, you're talking about the financing side. But just from an operation side, being in a private setting, I think, is quite beneficial for this industry. These are very capital-intensive businesses. And there's times -- and John, I think you know I'm a former recovery operator or former operator, that there were times where I knew something needed to be refurbed, but it was going to be detrimental to a quarter or two quarters. And that's really not the way to think about it -- to think about these businesses long term. And when capital needs to be invested and although it may disrupt the business for 60 days, 90 days, 120 days, you need to do it for the long term. IT is changing dramatically in this space and the implementation of new systems and servers can be disruptive to an operation for 30, 60, 90 days, you need to do it. In a private setting, you don't really worry about those 30, 60, 90 days, wherein in public setting, you might. So I think we're enthusiastic about what we're seeing. We'll see how this all plays out over the coming months or years, but that's my take on how it's affecting the operator's view of their business.

And our next question comes from the line of Chris Darling from Green Street.

Can you provide an update on the sports infrastructure opportunity? Any discussions you continue to have with universities. And then is there anything structural or maybe related to pricing that's top of mind for these institutions? Just anything specific that may have possibly prevented deals from closing to date?

Chris, it's John. And then I'll let any of my colleagues who want to jump in here. Yes, we've been very active in this space, and I would describe it as really educational. We opened my remarks by talking about being patient and relationship building. I would describe the university space as just that in that we are explaining that we're long-term infrastructure investors, and how we could help a university, particularly in sports grow over the coming years. So I think that -- I don't think it's a -- you ask if there's a pricing or a cost cap, I'd say, that's not the reason why we have not announced anything yet. I'd say it's a little bit of us, we're at a point where we're trying to understand is this the right place for us to be. And I think many universities are deciding, is capital-light VICI the right way to grow their sports business.

Yes, Chris, it's Gabe here. And just to answer the second half of your question with any kind of structural considerations. So all the universities want to make sure that debt and other debt like instruments aren't on their balance sheet and impacting their credit rating. So we've kind of made sure that they understand how flexible VICI's capital can be, and that we're a long-term partner to provide a capital solution that works with the universities' needs and also works for VICI.

And our next question comes from the line of David Katz from Jefferies.

I wanted to talk about regional gaming in a broader sense because what we've seen is operators investing internally as they're finding some of those being their best opportunities and adjusting to some of the dynamics that have been going on across the United States. And frankly, what we're seeing, including from your largest regional tenant, some pretty good numbers. And my question is, is that a function of them just dialing in their strategies? Is it a function of internal investments, or do you think that it's just an external demand moment that we're seeing show up in those numbers. And specifically as it relates to your tenants, we're most interested.

Well, David, I'm not sure there's been a person on the phone that's been around gaming longer than myself. I was going to say you, but you've been around a long time.

A little less.

So you've watched this. You've watched how resilient these local casinos, these regional casinos are there. I tell people this is the people's country club. And what I've noticed over the past couple of years as the competition has come, whether that's through iGaming or sports betting has watched these operators reinvigorate their offerings. I've also watched the manufacturers get even more creative with the products that they have to offer. And I think those combinations are paying off this year, and I think they'll pay off in years to come. I think tougher times and more competition, the great operators step up and think differently about their business, how they reward, how they incent, how they improve their service. All of that plays into why we're seeing an uptick in what everyone described as a regional or local market. So I'm quite excited about what I'm hearing from our operators, and I'm quite excited from the technology standpoint, what I'm seeing myself.

I would just add on to what John says, David, by also pointing out the amount of live entertainment in America now that takes place in regional casinos, both commercial and tribal. And to an extent that I certainly didn't exist 30 or 40 years ago. And I think it's part of the very powerful relevance that regional gaming operators really work hard to achieve in relation to their geographic and demographic markets. And then finally, I'll just say that maybe not on this call, but I actually love to hear your thoughts on this, and what you think are the key drivers of what really appears to be fundamental, foundational strength in regional gaming.

I'm going to ask my follow-up question, and I'm going to just very quickly answer yours, which is I think that there is some dialing in of strategies on value propositions and recognizing where the competition is coming from and how to beat them. And to that end, we have been able to discuss on this call, in particular, Caesars regional lease. And I'm just wondering if there's any appropriate comment we can make today about whether some of this improvement that we've seen and the backdrop given that so much else has changed, does that alleviate the need to sort of pursue that conversation in the near term?

I wouldn't say it alleviates or eliminates. But obviously, that's a conversation that will take place at some point as Caesars continues to develop its new ownership structure in due course, but I would remind everybody that we obviously collect every dollar of rent in the meantime. And again, I think that we are very appreciative of the hard work that Caesars has been putting into the regional assets and the kind of results you were able to produce in Q2.

And our next question comes from the line of Daniel Guglielmo from Capital One Securities.

As a follow-up to John's question about public versus private gaming operators. I think there's an impression out there that maybe private gaming operators have kind of like a -- more like a black box for property owners around information, which I don't think is the case. So can you just take -- talk through some of the information that you all use outside of public earnings, SEC filings that keep you up-to-date on private operator tenant trends?

Yes, Dan, it's -- you're spot on. There's more transparency to the gaming operators than they're across traditional net lease landscape because of the monthly reporting that goes on at the state level, sometimes it's by region, but oftentimes, it's by assets. And then a lot of these private operators have public debt, and they report whether through the term loan market or through the high-yield market, and there's trading stats on the fixed income side and often a lot of your colleagues or other folks across research report on those private companies. So there is improved transparency, whether they are versus a broader triple net lease space.

Yes. And this is Samantha. I'll just add. We spent a lot of time with each of our private tenants, making sure that we're getting the necessary reporting through our leases. And Gabe sitting here to my right. You can talk about -- you focus on it from an asset management perspective. So we're always meeting with asset management to ask like what do we need from a reporting perspective so that we are able to get the information that we need to monitor tenants in the same way we were with a public tenant.

Yes, we get property level financials from all of our borrowers and tenants and then as a group we sit every quarter and go through every lease and loan investment in the portfolio. So we have complete visibility into our tenant and borrowers financial performance regardless of whether they are a publicly traded tenant borrower or private.

Great. That's really helpful. And then as you mentioned in the opening remarks, Club Med was a new tenant this quarter. The properties in the U.S. Virgin Islands, but they're well known as an international brand. As you continue to expand into experiential, have international properties maybe outside of the U.S. and Canada become more interesting to you all?

Yes. It's been -- this is Erin Ferreri. Dan, it's been a sector that we've -- or a geography that we've looked at for the last 5 years, really spending a lot of time mapping and trying to understand the tax and legal structuring as well as the financing markets that could support investments outside of the U.S. and Canada. St. Croix is a bit of a cheap because of the U.S. Virgin Islands. So it still is a U.S. territory, but it is a geography that we continue to look at expanding.

Our next question comes from the line of Wesley Golladay from Baird. You might have your phone on mute.

Our next question comes from the line of Ronald Kamdem from Morgan Stanley.

This is Jenny on for Ron. I just want to dig a little bit on the allowance of credit losses. So it seems like on the 10-Q note saying a tenant issue with new senior secured debt at a lower credit rating. Maybe just talk a little bit more on that? Like, is it tenant-specific or macro-driven, yes, just provide some like -- I just want to have a better understanding on that.

Yes, it's Gabe here, and I can answer this one. So our CECL allowance, we look at the senior secured credit rating of our tenants and their parent guarantors. To the extent that, that parent guarantor doesn't have senior secured debt. We use a proxy company. So for one of our private tenants, we had been using a proxy tenant -- a proxy company historically to estimate the credit rating and their credit profile. Last quarter, they actually issued debt privately, and we use that updated credit rating to estimate the CECL allowance. So that's why we saw the big change quarter-over-quarter. Property is performing well, great insight into the property performance, as we just spoke about. Get the monthly financials, and this was just a function of additional information that was out there that we could put into our model.

That makes sense. As a follow-up on the watch list, anyone else that is kind of on your watch list right now, or do you feel pretty good on the rest of your talent?

Sure. So we actually don't have a watch list. As we discussed, we go through every single lease and loan in our portfolio on a quarterly basis. So we have complete transparency into our borrowers and tenant performance. That's why it's really important that we get tenant and borrower-level financials. So our ability to look at every single loan and lease in our portfolio is what we focus on and not individual investments.

And our next question comes from the line of Todd Thomas from KeyBanc Capital Markets.

I guess just following up on the credit profile or portfolio and the loan. So I was wondering if you could provide some additional detail around the loan modification in the quarter. I think it was $90 million. And can you clarify whether this is separate from the golf course development loan that I think last quarter was placed on nonaccrual status.

Sure. So we have a $90 million senior secured loan collateralized by leisure and hospitality asset. It's about 3% of our loan portfolio. During the quarter, we extended the maturity date and reduced the interest rate percent on that loan to rightsize the yield as the asset continues to ramp. The interest on the loan is being paid monthly in cash. In return, we received additional collateral and the borrower will be making amortization payments to reduce our loan balance. This is a great example of the active asset management approach that we take with our borrowers and tenants. If there's an issue we work constructively with them to identify a solution that provides value to both parties. And then on the second half of your question, this is a separate loan and the loan we disclosed in Q4 '25, which is on nonaccrual status.

Okay. All right. That's helpful. And then I wanted to follow up on prior question around -- on Caesars. And you've previously indicated that both parties would prefer a resolution to move forward rather than, I think, allowing it to remain a little bit of an ongoing distraction. And I realize gaming operations have improved somewhat. But with the annual rent escalator approaching and CPI is still running above the contractual floor, does that create a greater sense of urgency around reaching broader portfolio solution? Should we think about resolution occurring over the next several quarters rather than years. Any update around that?

Yes. Todd, we wouldn't be able to give you any kind of precise timetable. I wouldn't say that's necessarily a major factor. I think the thing to keep in mind is that in the case of Caesars, they're obviously undergoing a very significant M&A transaction with many, many moving pieces and many stakeholders, including regulatory. So how any conversations will fit into that which, again, is a fairly prolonged time scale. I believe Caesars recently, or it might have been Fertitta Entertainment, was indicating about a 12-month time frame for completion of that transaction. So there are so many moving pieces. It would be very difficult for anybody to predict with precision, a time table for any conversations that we might have.

This does conclude the question-and-answer session of today's program. I'd like to hand the program back to Ed for any further remarks.

Well, again, we'll just thank everybody for their time today, both from the sell side and the buy side. We realize it's a very, very busy time of year. Wish you a good rest of the summer, and we will see you again in late October.

Thank you, ladies and gentlemen, for your participation in today's conference. This does conclude the program. You may now disconnect. Good day.

Good day, ladies and gentlemen. Thank you for standing by. Welcome to the VICI Properties First Quarter 2026 Earnings Conference Call. [Operator Instructions] Please note that this conference call is being recorded today, April 30, 2026. I will now turn the call over to Samantha Gallagher, General Counsel with VICI Properties.

Thank you, operator, and good morning. Everyone should have access to the company's first quarter 2026 earnings release and supplemental information. The release and supplemental information can be found in the Investors section of the VICI Properties website at www.viciproperties.com. Some of our comments today will be forward-looking statements within the meaning of the federal securities laws.

Forward-looking statements, which are usually identified by the use of words such as will, believe, expect, should, guidance, intends, outlook, projects or other similar phrases are subject to numerous risks and uncertainties that could cause actual results to differ materially from what we expect. Therefore, you should exercise caution in interpreting and relying on them. I refer you to the company's SEC filings for a more detailed discussion of the risks that could impact future operating results and financial condition.

During the call, we will discuss certain non-GAAP measures, which we believe can be useful in evaluating the company's operating performance. These measures should not be considered in isolation or as a substitute for our financial results prepared in accordance with GAAP. A reconciliation of these measures to the most directly comparable GAAP measure is available on our website in our first quarter 2026 earnings release, our supplemental information and our filings with the SEC. For additional information with respect to non-GAAP measures of certain tenants and/or counterparties discussed on this call, please refer to the respective company's public filings with the SEC.

Hosting the call today, we have Ed Pitoniak, Chief Executive Officer; John Payne, President and Chief Operating Officer; David Kieske, Chief Financial Officer; Gabe Wasserman, Managing Director of Business Development and V.E.C.S.; Jeremy Waxman, Chief Accounting Officer; and Moira McCloskey, Senior Vice President of Capital Markets. Ed and team will provide some opening remarks, and then we'll open the call to questions.

With that, I'll turn the call over to Ed.

Thanks, Samantha, and good morning, everyone. This morning, you'll hear from John Payne on our recent investment in growth activities, and you'll hear from David Kieske on our financial results and updated 2026 earnings guidance. To start, I'd like to thank the members of the VICI team for their continued hard work. Their contributions to the business, including their efforts around the deal activity we announced this quarter are essential to our success and ability to deliver value to our owners.

Today, I'd like to share with you in abbreviated form, the thoughts I shared in my recent annual report letter. I'll begin with this. The leaders of any business should always have a clear and cogent answer to the question what business are you in? At VICI, the high-level answer to that question is, we are in the business of sourcing, allocating and stewarding capital, invested accretively in experiential real estate of enduring value.

That could be the answer offered by any REIT or Real Estate Investment Management firm in America, save for one word, experiential. The 28 other REITs currently in the S&P 500, all have their own distinct adjectives in front of real estate, whether those modifiers be logistics, data center, office, residential, lodging, retail, self-storage, et cetera. Our property types may differ, but we all wrestle with the key real estate investment attribute of relevance and on the opposite end of the investment spectrum, obsolescence.

The more relevant the real estate is to its intended end users, the greater the likelihood that the income and value of that real estate will be sustained and potentially grow. The relevance of a property is ultimately determined by the people who use the real estate for its intended purpose. And for that reason, I believe the real estate investment insights are ultimately cultural insights. To evaluate the current and moreover future relevance and value of real estate requires the development of insights and forecasts into how people will live, work, play, heal, gather, create and otherwise manifest the experience of living their lives now and over the lifespan of the investment.

As I noted a moment ago, at VICI, we are strategically and organizationally committed to investing in experiential real estate, and that commitment is anchored in the insights and forecasts we've developed around the experience economy during our first 8 years as a company. Spending trends support our thesis. According to Mastercard, during the period of 2019 to 2023, when the COVID pandemic led to a spike in goods purchases, global spending on experiences nonetheless rose 65%, while spending on things only increased 12% over the same period, a more than 5:1 growth ratio favoring experiences.

This momentum has persisted after the post-COVID boom. TD Cowen's January 2026 report on the experience economy showed that experience-related services like gaming, accommodation, sports, air travel and other leisure-related spend have seen an average annual growth rate of 5.2% from 2023 to 2025 compared to average annual total personal consumption expenditure or PCE growth of 2.9% during the same period.

The durability and persistence of this trend across multiple economic cycles, demographic shifts and technological innovations supports the thesis that preference for experiences is not transient and instead signifies a deeper and enduring secular change. At VICI, we balance our secular focus with sharp attention to what's going on here and now.

At any given time, we at VICI believe we are responsible for managing our relationship and exposure to 3 key dimensions of impact: secular trend impact, cyclical trend impact, idiosyncratic impact unique to VICI. Let me take each one of these dimensions of impact in reverse order. By idiosyncratic impact, I mean developments unique to VICI rising out of our specific business conditions. These can be issues or situations that generally don't have secular or cyclical causes beyond our management control.

These are issues that we can and must address through our own management actions. By cyclical trend impact, I mean cyclical developments and trends in our economy and our society. These are fluctuations that are likely beyond our or any management team's control, but in VICI's business model, our revenue and income streams as a net lease REIT are generally not highly subject to material cyclical fluctuation. We also strive to invest in businesses and sectors that have lower-than-average cyclicality to mitigate cyclical risk.

By secular trend impact, as I noted above, I mean material and impactful changes in the ways in which people are living, working, playing, healing, gathering, creating and otherwise manifesting the experience of living their lives. As with cyclical trends, our management -- well, sorry, let me just start that one over again. As with cyclical trends, secular change is beyond our management control.

But what is within our control is identifying, understanding and preparing for those changes and consequently developing and executing responses that enable us to capitalize on positive developments and manage our risk exposure to potential negative developments in and around the experiential economy. As investors in large-scale, long-duration real estate, we work hard to be right about the secular.

If you get secular trends wrong as a real estate investor, it's hard to overcome the value-eroding impact of negative secular impact. If you get secular trends right, you have more management capacity to seize opportunity and manage cyclical and idiosyncratic developments. The VICI executive team was in Las Vegas 2 weeks ago, and around every corner, we witnessed the secular power of experiences. Secular is long term. Getting secular right represents long-term competitive advantage.

And with that, I'll turn it over to John.

Thanks, Ed, and good morning to everyone. VICI had an active first quarter with approximately $1.2 billion in new capital commitments. The last 2 quarters, quarter 4 of 2025 and quarter 1, 2026, represent the first consecutive quarters during which VICI has announced more than $1 billion in new capital commitments sequentially in the company's history.

This quarter, we announced an expansion of our long-term strategic relationship with Cain and Eldridge Industries by providing a $1.5 billion mezzanine loan as part of the construction financing for the One Beverly Hills development project. The mezzanine loan represents a $1.05 billion incremental commitment beyond our previously announced $450 million investment. Construction on the development commenced in 2024 with vertical works beginning in fall 2025 and phased delivery is scheduled to commence in 2028. VICI also had international gaming real estate activity during the quarter.

VICI announced the pending $144 million acquisition of 4 real estate assets located in Alberta, Canada at an 8% cap rate in connection with Pure Casino Entertainment's pending take-private acquisition of Gamehost. This transaction is emblematic of VICI's ability to help our existing tenants execute on their growth strategies through the monetization of their real estate. Having worked alongside with IGP and PURE for the last few years, we've appreciated their ability to operate and grow a very effective gaming platform.

Subsequent to quarter end, we entered into a new lease agreement with Clairvest in connection with the closing of Clairvest's acquisition of Northfield Park in Ohio from MGM. This transaction added VICI's 14th tenant, further diversifying our tenant roster, which has always been a core portfolio management objective since VICI's inception, and there was no change to total rent collected by VICI.

Last week, we also announced that all gaming regulatory and shareholder approvals have been met for the previously announced $1.16 billion Golden transaction, we expect this acquisition to close today. This transaction reflects VICI's strategic entry into real estate ownership in the Las Vegas locals market, which has deeply rooted loyal customer bases and attractive demographic tailwinds, and it highlights our ability to transform relationship building efforts into constructive growth for our shareholders.

To continue on the thread of Las Vegas, operator reports [ this week ] have demonstrated improvements in quarter 1. There was strong convention-related activity during the quarter with about 140,000 CONEXPO-CON/AGG attendees in March, and operators are continuing to address the value perception issue with MGM and Caesars offering promotional deals catering to value-oriented consumers. There are plenty of demand drivers, particularly around professional sports and entertainment that continue to make Las Vegas a draw for a wide range of consumers for the foreseeable future.

Construction on A's Stadium has started. The NBA has voted to pursue a Las Vegas franchise and the annual spring WWE event brought over 100,000 attendees to the city a few weeks ago. Furthermore, our tenants continue to invest heavily in the assets we own on the Strip from MGM Grand's $300 million room remodel to the OMNIA Dayclub development out front of Caesars Palace to the renovation of the Mirage and the building of the absolutely incredible Hard Rock Guitar Tower.

We acknowledge the emerging changes that exist in the gaming space from iGaming's expanding presence to the growing, though largely unregulated prediction markets to the stabilization of online sports betting, but we do believe that brick-and-mortar gaming assets in the right markets operated by the right operators will retain sticky consumer bases and continue to perform well.

At the same time, we will continue our broader long-term strategy that includes diversifying our tenant base, continuing to invest in other experiential real estate and managing a portfolio set to benefit from the secular trends Ed mentioned in his opening remarks. Now I will turn the call over to David, who will discuss our financial results and guidance. David?

Thanks, John. I want to start with a few numbers that I believe best capture what VICI's business has been designed to do. In the first quarter, on a year-over-year basis, we grew AFFO per share by 4.5% while only increasing our share count by roughly 1%. This sustainable, efficient growth is made possible by the fact that our business generates about $650 million of free cash flow annually, and we have been able to deploy that free cash flow into incremental investments without having to dilute our shareholders.

Furthermore, VICI has an AFFO payout ratio of approximately 75%. We are focused on maintaining our ability to continue to grow our dividend, which we have done every single year since we went public in 2018, posting a peer-leading 8-year dividend growth CAGR of 7% and intend to continue to protect the sanctity of the dividend as we strive to continue to grow the business, both organically and externally. VICI's growth is supported by a strong balance sheet. Our total debt is $17.1 billion, and our net debt to annualized first quarter adjusted EBITDA is approximately 5x at the low end of our target leverage range of 5 to 5.5x. We have a weighted average interest rate of 4.46% as adjusted to account for our hedge activity and a weighted average 5.7 years to maturity.

As of March 31, 2026, we have approximately $3.1 billion in total liquidity comprised of approximately $480 million in cash and cash equivalents, $242 million in estimated proceeds available under our outstanding forwards and $2.4 billion of availability under our revolving credit facility. I would note that subsequent to quarter end, we settled all remaining outstanding forward equity to partially fund the Golden transaction, which, again, as John mentioned, is closing today.

Turning to guidance. We are raising AFFO guidance for 2026 in both absolute dollars as well as on a per share basis. AFFO for the year ending December 31, 2026, is expected to be between $2.665 billion and $2.695 billion or between $2.44 and $2.47 per diluted common share. As a reminder, our guidance does not include the impact on operating results from any pending acquisitions without announced expected closing dates, possible future acquisitions or dispositions and related capital markets activity or other nonrecurring transactions or items.

With that, operator, please open the line for questions.

[Operator Instructions] Our first question comes from Barry Jonas with Truist.

Your loan book is expanding again. Curious how you think about the right mix there versus traditional sale-leaseback.

Yes, Barry, it's a strategic tool that we have in our toolkit to develop long-term relationships. And as you know, some of the loans have direct pathways to real estate ownership and others have the ability to learn about sectors that we would like to own the real estate in over time. And we feel pretty good about where the size is right now. We're at high single digits in terms of percent of total assets, and we're very mindful of the fact that these loans will get repaid over time, but we've developed very good relationships with the sponsors and the operators and the owners of these businesses that there may be future opportunities to deploy these proceeds either into real estate or incremental credit opportunities going forward.

That's really helpful. And then just for a follow-up, I just broadly asked what the pipeline is looking like right now. And if you could maybe talk about how the mix between gaming and nongaming is looking, that would be helpful.

Barry, not much different than the past couple of quarters. We continue to spend quite a bit of time on the casino side. We obviously have announced over the past couple of quarters some deals with some new tenants that we're very excited about, not only the deals we have with them, but could we potentially grow in the future. So we continue to look at opportunities on the casino space.

We also are spending time in the same categories that we've talked to you about, whether that's unique attractions, university and professional sports with surrounding developments, golf and pilgrimage resorts and unique opportunities. The other thing we are spending some time with our current tenants. Are there new amenities at our existing properties that we can continue to build out with them on a larger scale. So I guess all 3 pillars are active at this time. I couldn't give you a percentage of where I'm spending my time, but I'd say all 3 we're spending time on.

Our next question comes from Caitlin Burrows with Goldman Sachs.

Maybe just a follow-up on that last point. You mentioned that new amenities at existing properties is one of your opportunities. I know when you guys initially announced the Partner Property Growth Fund opportunity with the Venetian like 2 years ago. Now, there was a potential incremental $300 million of funding, which I feel like we haven't talked about in a while. So is that not happening, potentially happening? Or what can we expect there?

Caitlin, I'll start and others chime in. Good to hear from you today. It's still potentially happening. If anybody has walked The Venetian over the last couple of years, you can see the transformation that the team has done, run by Patrick Nichols and [ Rob Rimmer ] and all the folks that go to work very hard every day within the proverbial 4 walls of that asset, where they put in new assets, room remodels, updated the convention space -- initially used $400 million of our capital, and we're in constant dialogue about their future capital plans and what they might continue to add to that asset to continue to grow the revenue base there.

There are probably some other opportunities with tenants as well that we continue to speak about. We're just not prepared to talk about that today.

Okay. So as it relates to the Venetian one, it sounds like just wait and see over the next 6 months or so to see if that materializes or not.

Yes, I think that's right, Caitlin. And look, our capital is flexible, and there is an outside date on it. But if they want to go longer, we'd be willing to go longer with that.

Yes, makes sense. Okay. And then in the earnings release, you mentioned that you guys entered into forward interest rate swaps which I guess is a little surprised since you don't have that much floating rate debt. So I was wondering if you could just go through the thinking there and under what circumstance do you expect to use that?

Yes. No, you're right, Caitlin. We don't have any floating rate debt other than our revolver. But these are forward starting interest rate swaps to start to leg our way into an interest rate hedge portfolio ahead of our upcoming refis, which we have maturities in September, December this year and then turning the corner into February 2027. So in the interest rate market, you can either do forward starting swaps or treasury locks, and we've started to build up a portfolio of forward starting swaps to lock in the base rate.

Our next question comes from Smedes Rose with Citi.

It's Nick Joseph here for Smedes. Curious what feedback you're getting from tenants just on underlying demand trends given the relatively fluid macro outlook.

Yes. Well, we've watched, as you have, many of our tenants who are in the public markets announcing about the consumer and their results. And you can see that in their results. Obviously, the regional markets have performed, steady is the best way I will describe it. Las Vegas is going through a transition. You can see that they turned the corner from some of the slowness that they had. They're making adjustments to their business models, which you've heard from us for over 8 years.

These are the best operators in the world. They know how to adjust their businesses accordingly, and they're doing it right now. They'll also get the bumps over the coming years of new attractions coming to Las Vegas, which always has benefited that market. So as new assets open up, as new product open up, trial will open up. So they're going to continue to work with it. They can price their business accordingly a little bit faster in the regional markets than they can in the Las Vegas markets, but you can see from the results that are quite good.

And then just hoping you could give an update on the Caesars regional leases, how those assets are performing right now. And then obviously, there's been some press reports about Caesars, any potential impact if there is a privatization there?

Yes. Maybe to take those questions in reverse order. Caesars has not confirmed anything and thus, everything that is being talked about is rumors. And as a fundamental practice, we do not comment on rumors. As concerns Caesars regional trends, you obviously saw their results, which they released on Tuesday. What we are certainly seeing is the benefits of the CapEx that Caesars has very smartly invested in a number of regional assets over the last couple of years, notably places like [ New Orleans ] and now Lake Tahoe.

And I think what we're clearly seeing, as I believe the market is seeing as well is the benefits of that CapEx. And I think it's also notable to see the, if you will, narrative reemphasis Caesars is putting on its database. And it spoke about the importance of its database in relation to its digital strategy during their earnings call on Tuesday. And I think it's key to remember that so much of the database, as John knows way better than I do, so much of that database is generated by the regional spokes in the Caesars hub-and-spoke system.

Our next question comes from Chris Darling with Green Street.

Regarding the Cain-Eldridge relationship, can you speak to your vision for that partnership over time? I find the notion of partnering with a private capital source interesting in terms of furthering your own growth plans, particularly if you may not feel comfortable issuing equity capital at various points in time.

Yes. Good to talk to you, Chris. Yes, what we have learned about Cain and Eldridge over now, I guess, it is -- what is it, 1.5 years or so that we've been partnering with them, almost 2 years, that they have a vision of the world and the experiential economy that's very, very synchronous and aligned with ours. And what we really value in Cain and Eldridge is, frankly, the energy of their animal spirits in terms of identifying and seizing opportunities globally. And they are obviously an example, Chris, of the power of insurance capital pools at this particular moment in time and at this particular phase of global capital formation.

And so very much to your point, we believe that as responsible stewards of VICI's capital, we need to constantly be monitoring the landscape of global capital formation and identifying pools of capital that may be very valuable to our business, the growth of our business, the durability of our business, wherever that capital may come from. And we're certainly not the first to do that. You've certainly seen over the decades, very great REITs like Prologis pursue such a strategy. I wouldn't say that we're necessarily going to mirror that strategy, but we're certainly going to look to grow with great partners and Cain and Eldridge are certainly an example of that.

That's helpful thoughts. And then maybe just switching gears for a follow-up. With the Golden deal closing today, can you speak to how that team is thinking about growing their business? And specifically, I wonder if there's anything related to new acquisitions, reinvestment into the existing portfolio, anything like that where you can play a role in the near term?

Yes. It's a great question. And one of the things that we're excited about and have been excited about since we started meeting with the Golden team and obviously, as we announced that transaction, we'll close today. We will begin that work -- I mean the transaction closes today. We'll begin that work on areas where we can grow together. I do know the team there, is anxious to continue to look at unique opportunities to see their portfolio be diversified and our capital can help them in many ways, to your point on not only we're looking together at acquiring new assets, but how can our capital help them at their existing assets, adding amenities that can attract new consumers and grow their EBITDA. We've had initial talks on those, and we'll continue now that the deal is closed to really refine those over the coming months and years. Great question.

Our next question comes from John DeCree with CBRE Capital Advisors.

Ed, you just kind of talked about attractive pools of capital, I guess, kind of in the equity sense, maybe Ed or David. Curious if you thought about other pools of capital or sourcing debt capital, international financing sources. I noticed the financing in Canada for the PURE gaming deal. Obviously, base rates are a bit lower there. One of your tenants went for the yen carry trade. They obviously have a project, MGM, in Japan. But curious if there's opportunities for more creative debt capital uses to kind of tick down your overall cost of capital.

Yes, John, always good to hear from you. I hope you're well. It's David. It's a great question and one that we've talked about since our inception. You go back to the beginning of VICI, and we kind of had a very unnatural balance sheet for a REIT, and we worked hard to transition that balance sheet into a more standard and obviously, investment-grade balance sheet. And we've always been trying to be forward-looking around where can we source alternative forms of both debt capital as well as potentially equity capital at some point in the future.

And you're spot on with our recent acquisitions in Canada. There could be an opportunity to issue debt up there. We've on and off looked at things overseas and looked at the various financing markets and other triple net lease REITs and even other REITs to take advantage of, whether it be euro or sterling denominated. And then we watch what other net lease REITs have recently done, some of the larger REITs in terms of accessing private capital. So it's being -- as Ed said, being a good steward of capital and finding the most attractive pools, partners and opportunities for us is something we work hard at every day.

John, in your prepared remarks, you've obviously highlighted the increase in investment activity in the last couple of quarters. I'm not sure if you want to take this one or Ed. But is there anything you'd attribute that kind of success in increased activity? Is it just the kind of stars aligned? I know these transactions, investments take quite a while to bake, but is there anything changed? Or what would you attribute the kind of ability to get some capital to work kind of the last couple of quarters, if anything?

Yes, John, good to hear from you. I don't think anything has changed. I think you described it very well at the beginning of the question, which was some of these larger deals take time. When we're doing $1 billion deals or acquisitions or credit deal, they take time. I'm not saying that a $50 million deal does not take time, but we need to be diligent about our evaluation of the deal, and it simply works out -- the timing just works out when we're ready to execute.

And John, I just want to add that I had a little bit of a bet with my colleagues that despite all the activity in Q1, and thank you for recognizing all that activity that somebody would use the term quiet to describe the quarter. And indeed, a couple did. And -- but I've been very proud of myself for not blowing a gasket, correct? Yes.

Our next question comes from Ravi Vaidya with Mizuho.

I wanted to ask a little bit more about the Caesars regional lease here. Are there active negotiations or discussions regarding the lease? Or are we seeing if the recent CapEx improvements in a number of these assets, are we going to -- it seems like they're off to a good start and producing improvements in property-level NOI. Are we kind of in more of a wait-and-see mode regarding how those initiatives kind of flow through and subsequently improve the coverage there?

Yes. So to the first part of your question, Ravi, we're not going to and never will comment on those kinds of discussions with any tenant. And then I'll just reiterate what I said earlier about, yes, the positive evidence in terms of the CapEx paying off and the renewed focus on the part of Caesars to the power of the hub-and-spoke system as powered by the database, so much of which is developed at the regional level, brick-and-mortar location by brick-and-mortar location.

Can I add one thing to that because I do think at times, people judge where you put in capital, that's how you -- that's the only way you grow the business. This is a business that ebbs and flows. It is controlled at times by the database, as Ed described. And the way the business can be -- the incentives can be done and understand the consumer segments and targeting them in different ways often can move the business up and down. So capital is absolutely an important part of the business, but it's not everything about what drives revenues. There's loyalty, there's service, there's execution, there's offers. And that's important to understand when you look at a complex business like the Casino business.

Got it. That's really helpful color. Just one more here. Can you offer any comments on what's going on with Century Casinos? It seems like they've been under a strategic review for a little while, but I think the coverage is pretty healthy on those assets. Maybe can you discuss maybe the disconnect between corporate credit and strong four-wall credit on that lease?

Ravi, you summed it up well. They've hired a bank and have announced strategic review. The asset-level coverage is very strong. They've got very good execution at the asset level. And we don't have any inside baseball or anything that we can share about what's going on with the process. I think if you look at their leverage, it may be a little bit higher than some of the others, but they've got a couple of years to deal with that term loan that sits on their balance sheet. And so you'd have to ask that question directly to them on an update what's happening there, but we feel good about the operations and the folks on the ground that go to work every day in our assets.

And we'd like the results of the incremental capital in our property growth fund that we put in with them a few years ago at our Missouri assets. So we spend a lot of time understanding that capital and what it's led to at those businesses.

Our next question comes from Daniel Guglielmo with Capital One Securities.

You all have a lot of leases linked to U.S. CPI in one way or another. Are there any particular months where you're really looking at the 8:30 a.m. report because it will have an outsized impact in the following year?

Yes. Dan, it's Ed. The Caesars lease, the measurement period is July, August, September for a lease that resets every year at November 1. Beyond that, I believe Venetian resets at March. So that measurement period would be January. Okay. So yes, we follow it, obviously, but -- it's nothing we have any control over. So we just wait until the score gets posted and then we know what's going to happen from there.

Dan, the only thing I'd add, and I saw that in your note this morning, there's nothing assumed in guidance other than the base rates in our escalators.

Okay. Great. And then you all own a few properties in New York and Atlantic City. One of the full commercial casinos opened in New York City recently. Are there any competitive pressures that you all or your gaming operator partners are thinking through there? Any color would be helpful.

Well, it's a great question, most likely should go to our tenants right now. Obviously, the Resorts World that opened in New York with table games happened 2 days ago. But I'm sure the secret shoppers have started from our tenants. It's something we'll continue to monitor and our tenants will continue to monitor and we'll have conversations about that.

Where those customers are coming from? Is it a radius of 20 miles, 15 miles, 50 miles, they'll learn over time. But clearly, something that any new market opens up, whether that's been New York starting to open up, Virginia has opened up in the past. Nebraska has opened up over the previous years, it's something that, one, our tenants are aware of and they continue to track and adjust their plans accordingly [ in their offices. ]

Our next question comes from Ronald Kamdem with Morgan Stanley.

Just my first one on the commentary of experiential real estate in the opening comments. Just thinking about the supplement and some of the sectors that you haven't quite made it in yet, whether it's professional sports or theme parks or anything like that. Just any sort of updated commentary on how you're thinking about that opportunity and if we're getting closer? Or is it sort of still wait and see?

Well, it is hard to tell you exactly the timing of when a deal can be announced. What I would tell you is if you asked me that question a year ago compared to what I know today, it's very different. Our knowledge base, the players in whether it's university and professional sports infrastructure, whether it's the understanding of how surrounding developments around these arenas and new stadiums or universities, how they get done, how they take place, where our capital can be effective, we sure we know a lot more today than we did a year ago.

When I can tell you we did put our capital to work or if we put our capital to work, I can't answer on that. But what I can tell you is we continue to see a large opportunity in professional and collegiate athletics, particularly in sports infrastructure.

Great. That's really helpful. And then if I could just go back to the Cain-Eldridge, just a nonbinding sort of agreement. You don't often see sort of these nonbinding agreements and so forth. I guess just a little bit more color around there. Is it sort of just the messaging that there's a partnership happening, like why not do something a little bit more binding?

Well, it'd be hard to do anything binding without a very clear sense of what the future will bring, to bind each other to -- what we might do together 3 or 4 years from now would seem very unnecessary and very unwise. And I think rather than focusing on whether an agreement is binding or nonbinding, for us, the most important thing is alignment of views, alignment of values, probably most importantly, and establishing a relationship as we have done through One Beverly Hills that's founded on trust and a real desire to understand each other's needs and how we can best serve each other's needs.

Our next question comes from Rich Hightower with Barclays.

I think, David, since you brought it up in one of your earlier answers, I'll assume it's fair game, but just to go back on the idea of VICI sourcing private capital in some form going forward. So I'm assuming that you might have been referring to the Realty Income, I guess, multiple announcements recently. And so if I think about those particular announcements in each case, it sort of solves a very unique problem for both counterparties, whether it's in terms of, obviously, cost of capital to the REIT, but also a particular group of assets, a cadence of deal flow, a particular risk profile and that's sort of well suited for the other counterparty.

And so if I think of that as a template, what does that look like with VICI? What form does that take? And how does that compare to just an institutional partner coming in and buying the stock at what's obviously a very attractive level here?

Yes. Look, Rich, I think your intro to the question hit on a lot of the things that we think about. And one of the -- but taking a half step back, the biggest thing we think about is where our alternative pockets of capital. And obviously, Prologis started it many, many years ago with their Fund business. Others have emulated that. I'm not saying we're going into the Fund business, but we watch and learn what others do.

And there's a whole lot of focus on this high-grade capital solutions or this insurance -- these insurance pockets of capital. And it's something we're studying and learning and seeing if there's might be a use for it, whether it be with existing assets or potentially future acquisitions. And it's a way to just continue to diversify, right? We want a diversified portfolio of real estate, and it's important to have a diversified pool of capital sources to continue to execute on our growth ambitions over time.

Okay. That does make sense. And I guess maybe to follow up, if I think about your, I guess, regular way deal flow capacity given that we've sort of exhausted the forwards. You've obviously got liquidity in other forms. But just help us put pencil to paper on what maybe your current total acquisition capacity is as the balance sheet stands today?

Yes. Look, we sit at the low end of our leverage range. So we got incremental debt capacity. As I mentioned in my comments, we have $650 million of true free cash flow, and that's after dividends on an annual basis. And like the stock is at a level that isn't all that attractive to us right now, but we don't feel -- we're not sitting on our hands and John and team, the business development team are hard at work every day sourcing opportunities. The uniqueness about our business is that things take time. And as you've seen, they're lumpy and chunky, but we're confident that we can continue to execute our external growth plans with the sources of capital that we have available today.

I would now like to turn the call back over to Ed Pitoniak for any closing remarks.

Yes. I will just close out by thanking everybody who's on the call today. I recognize it is a very busy day and a very busy earnings season. We appreciate your time and your support, and we look forward to talking to you again in late July.

Thank you. This concludes the conference. Thank you for your participation. You may now disconnect.

Good day, ladies and gentlemen, thank you for standing by. Welcome to the VICI Properties Fourth Quarter and Full Year 2025 Earnings Conference call. [Operator Instructions] Please note, this conference call is being recorded today, February 26, 2026. I will now turn the call over to Samantha Gallagher, General Counsel with VICI Properties.

Thank you, operator, and good morning. Everyone should have access to the company's fourth quarter and full year 2025 earnings release and supplemental information. The release and supplemental information can be found in the Investors section of the VICI Properties website at www.viciproperties.com. Some of our comments today will be forward-looking statements within the meaning of the federal securities laws. .

Forward-looking statements, which are usually identified by the use of words such as will, believe, expect, should, guidance, intends, outlook, projects or other similar phrases are subject to numerous risks and uncertainties that could cause actual results to differ materially from what we expect. Therefore, you should exercise caution in interpreting and relying on them. I refer you to the company's SEC filings for a more detailed discussion of the risks that could impact future operating results and financial condition.

During the call, we will discuss certain non-GAAP measures, which we believe can be useful in evaluating the company's operating performance. These measures should not be considered in isolation or as a substitute for our financial results prepared in accordance with GAAP. A reconciliation of these measures to the most directly comparable GAAP measure is available on our website, in our fourth quarter and full year 2025 earnings release, our supplemental information and our filings with the SEC.

For additional information with respect to non-GAAP measures of certain tenants and/or counterparties discussed on this call, please refer to the respective company's public filings with the SEC.

Hosting the call today, we have Ed Pitoniak, Chief Executive Officer; John Payne, President and Chief Operating Officer; David Kieske, Chief Financial Officer; Gabe Wasserman, Chief Accounting Officer; and Moira McCloskey, Senior Vice President of Capital Markets. Ed and team will provide some opening remarks, and then we'll open the call to questions. With that, I'll turn the call over to Ed.

Thank you, Samantha, and good morning, everyone. In the next few minutes, you'll hear from John Payne on our growth outlook and David Kieske on our financial results and our 2026 guidance. To start, I would like to thank the members of the VICI team for their hard work and dedication. Their contributions are the foundation of our success, and we're grateful for everything they do for our company and our shareholders. .

I'd also like to thank our operating partners for all that they do in bringing our buildings to life each and every day. Our leases are triple net. We don't get involved in how our tenants operate their businesses, but that doesn't mean we don't pay attention. We pay attention, of course, to what they produce, that is their operating results, but we also pay attention to how they produce results because how they operate today can impact the results they produce in future quarters and years. How gaming, leisure and hospitality companies produce results isn't usually captured in financial statements and that's because financial statements don't directly tell you much, if anything, about one of the key factors that drives financial results, and that key factor is people, namely employees and customers.

When I entered leisure and hospitality in the mid-1990s through Ski resort operations, I have the good fortune to be introduced right away to the model that I believe best captures how value is created and sustained in a service-based business, including leisure and hospitality businesses like gaming and other experiential categories. That model was the service profit chain authored by a group of Harvard Business School professors that included Gary Loveman.

Here's the essential dynamic of the service profit chain as described in the original Harvard Business Review article published in 1994, the service profit chain establishes relationships between profitability, customer loyalty and employee satisfaction, loyalty and productivity. The links in the chain are as follows: Profit and growth are stimulated primarily by customer loyalty. Loyalty is a direct result of customer satisfaction. Satisfaction is largely influenced by the value of services provided to customers. Value is created by satisfied, loyal and productive employees.

Employee satisfaction, in turn, results primarily from high-quality support services and policies that enable employees to deliver results to customers. This sounds simple and logical why wouldn't every service business operate this way. Well, there are lots of reasons, starting with creating and sustaining this chain is hard, ceaseless work, especially in operationally intense businesses like gaming, which operate 24 hours a day, 365 days a year with multiple guest experience, service and profit units within a single operation because putting the service profit chain into full effect is hard to achieve is worth recognizing and celebrating when it is achieved.

Last year, Harvard Business School, yes, back to them again, recognized such an achievement when a published a case study entitled: The Venetian Resort: Frontline Engagement as Value Driver. It's almost exactly 5 years ago that we announced our acquisition of Venetian together with our partners at Apollo. The time was winter 2021 and the COVID pandemic was still severely impacting Las Vegas. As Apollo and VICI collectively underwrote that acquisition, our hope and our stated intention on announcement was that the asset could recover to 2019 levels of profitability by 2026. We'll let Harvard Business School tell you how we collectively fared and I quote, "to bring Apollo's investment thesis to life, the Venetian's Board of Directors made 3 decisions. First, they appointed Patrick Nichols to lead the transformation. Second, they committed over $1 billion in capital to enhance the guest experience from room renovations to convention center upgrades. And third, they implemented a broad-based equity-like program called the Venetian Las Vegas Appreciation Award, grounded in the belief that employee ownership could drive both cultural and operational change.

Continuing to quote, 3 years later, the results were strong. employee engagement increased materially above historic levels, signaling the cultural change was taking root. Guest satisfaction scores rebounded from pandemic lows at 56% to 61% and the EBITDAR of the property increased from $487 million pre-pandemic to $777 million in 2024."

From VICI's perspective, since Patrick Nichols took over leadership of the Venetian in early 2022, we've been privileged to witness the transformation that ensues when an experiential management team is attentive and responsive every single day to employee effectiveness and morale and its impact on guest behavior, satisfaction and loyalty. I strongly encourage you to read the HBS case study on the Venetian. You can find a link to a PDF of the case study on our website www.viciproperties.com.

To reiterate, given our triple-net leases, we don't operate anything that goes on within our real estate, but we pay attention to operations and greatly appreciate all that our operators do every day to make our real estate relevant to their end customers, and it's those end customers after all, who produce the revenue that eventually funds our rent.

With that, I'll now turn the call over to John Payne. John?

Thanks, Ed. Good morning to everyone. As Ed highlighted, the operating prowess of our tenants is important when we underwrite new transactions, not only are we assessing the financial profile and projections of these operating businesses, but we're also intentional about deeply understanding the partners with whom we are doing business. .

As Ed's points out, it is an operator's managerial style and ability to retain and attract consumers that filters down to the bottom line. Over the course of 2025, we formed and announced several new partnerships that we believe are emblematic of the energized experienced and effective operators we seek. Last February, we established a long-term strategic relationship with Cain and Eldridge Industries, 2 companies highly aligned with [ Vici owned ] experiential real estate through a $450 million mezzanine loan investment related to One Beverly Hills.

In May, we initiated our first partnership with Red Rock Resorts, one of the premier gaming operators through a $510 million delayed broad term loan for the development of Norfork. Red Rock's fourth quarter results demonstrate how their thoughtful and creative operating model is leading to superior results. In October, we welcome Clairvest as our future 14th tenant following the announcement of their pending acquisition of operations at MGM Northfield Park. And finally, in November, we announced a $1.16 billion sale leaseback of 7 casino properties in Nevada with Golden Entertainment and Blake Sartini, a highly seasoned gaming operator, which will add our 15th tenant when the transaction closes, which is expected later this year.

These announcements combined represents $2.1 billion of committed capital in 2025 at a weighted average initial yield of 8.9%. This volume of commitment and quality of partnership is what differentiates VICI. I'd like to take a moment to focus on the Golden transaction. We're very proud to have announced a $1.16 billion fee simple real estate deal in the gaming sector involving 7 properties located in Nevada, a state that is very protective in land-based brick-and-mortar gaming.

We also look forward to our future partnership with Blake Sartini, current Chairman and CEO of Golden Entertainment who we own and control a newly formed entity that will acquire the operating business of Golden in connection with the closing of the transaction, subject to Golden shareholder vote as well as customary closing conditions and regulatory approvals, Blake has a long tenured history of over 30 years in casino operations and has established reputation as an effective operator with its strategic focus on Nevada gaming landscape.

We hope to grow together in the coming years. [indiscernible] talked about investing in the local -- the Las Vegas locals market for years, and Golden has allowed us the opportunity to do so. The market is demographically attractive. Median household income in the [ local ] Las Vegas market has a 10-year CAGR of 5.5% compared to the national median household income 10-year CAGR of 1.9%. The Las Vegas locals market has also maintained incredible resiliency as demonstrated by those recent market results.

We acknowledge that the Las Vegas strip had a relatively softer 2025 compared to prior years. But as we've discussed over the last few quarters, we view 2025 as more of the normalization than a pullback. For instance, though the number of passengers traveling through Harry Reid Airport was down on a year-over-year basis, largely due to a dip in Canadian visitation, it was still the third busiest year in the airport's history. But as John DeCree astutely noted in a recent research report despite many domestic casino stocks being out of favor at present, credit spreads for casino companies remain tighter than ever.

We agree with John that these spreads are the more appropriate barometer for the health and durability of the casino operating model. Looking ahead to 2026 in Las Vegas, the strong convention calendar has already started to have an impact with the highly attended CES in January and with [ Conad Conexo ] approaching in March, the group segment that has historically been a pillar of strip demand should provide meaningful support through the first half of 2026.

our operators' ability to react and respond to changes in the macroeconomic picture and shifting consumer demand contributes to the longevity of the experiential sectors in which we've invested and we'll seek to continue to diversify our partnerships across best-in-class experiential operators just as we did in 2025.

Now I will turn the call over to David, who will discuss our financial results and guidance. David?

Great. Thank you, John. In terms of financial results for the quarter, AFFO increased 6.8% year-over-year to $642.5 million and on a per share basis, increased 5.6% year-over-year to $0.60. For the full year 2025 AFFO increased 6.6% year-over-year to $2.5 billion and on a per share basis, increased 5.1% year-over-year to $2.38. This compelling growth in AFFO on a per share basis for both the fourth quarter and full year 2025 was delivered primarily through the reinvestment of our free cash flow.

We only increased our share count by 1% in 2025, highlighting VICI's ability to deliver sustainable per share returns as our portfolio continues to scale. Our results once again highlight our highly efficient triple net model, our G&A was $19.3 million for the quarter, $65.1 million for the year and as a percentage of total revenues was only 1.9% and 1.6%, respectively. Our net income margin for the year was approximately 69%, one of the highest net income margins in the S&P 500.

Touching on the balance sheet and liquidity, our total debt is $17.1 billion and our net debt to annualized fourth quarter adjusted EBITDA is approximately 5x at the low end of our target leverage range of 5 to 5.5x. We have a weighted average interest rate of 4.46% as adjusted for our hedge activity and a weighted average 6 years to maturity. As of December 31, we have approximately $3.2 billion in total liquidity, comprised of approximately $608 million in cash, $243 million of proceeds available under our outstanding forward and $2.4 billion of availability under our revolver.

And turning to guidance. As you saw in our press release last night, we are initiating AFFO guidance for 2026 in both absolute dollars as well as on a per share basis. AFFO for the year ended December 31, 2026, is expected to be between $2.59 billion and $2.625 billion or between $2.42 and $2.45 per diluted common share. And just as a reminder, our guidance does not include any transactions that have not closed interest income from any loans that do not yet have final draw structures, possible future acquisitions or dispositions and related capital markets activity or other nonrecurring transactions or items.

With that, Adam, please open the line for questions.

[Operator Instructions] And our first question comes from Caitlin Burrows from Goldman Sachs.

I guess it seems like you guys have had some preliminary discussions with Caesars regarding the master lease. So wondering if you could give any updates on what has been discussed, potential update -- potential outcomes and timing? And to the extent you don't want to discuss those, perhaps you could say maybe what's off the table or that an announcement before [indiscernible] is probably not reasonable.

Yes, Caitlin, good to talk to you. Yes, we're obviously not going to get into any kind of detail on what we might have discussed already with Caesar or more importantly, what we will be discussing. But what I want to emphasize, Caitlin, is that as we address lease issues with Caesars, we're going to do so within the context of our overall approach to portfolio and risk management. So that any solutions that we develop and agree to with Caesars, help further our larger portfolio goals of optimizing our exposure to any single tenant to any single category to any single geography.

And that's the way in which we will evaluate any possible solutions that get shared at the table. We can't obviously and won't specify any single date by which an agreement is made or arrived at. But I would reemphasize the agree to which our history over 8 years has been a history in which we've continually used our strategy is to achieve our goal of getting better. I would remind everyone, not that probably anyone needs reminding that we started out with 100% exposure to Caesars and only Caesars. Today, we're in the high 30s as a percentage of our annual rent roll. But what we undertake with Caesars, again, will be a solution that we believe can and will be a win-win. But win-win for us insofar as it also helps further our portfolio optimization goals.

Got it. Okay. And then I guess, I saw on the 10-K that it mentioned you had placed a senior loan collateralized by golf development on nonaccrual status. So wondering can you give more color on this, maybe what visibility you had, what's going on at the property and any assumed impact to AFFO in 2026 guidance?

Yes. So this -- one of the benefits for us Caitlin of having so small at partner rooster, whether it be on the asset investment side or on the lending side is that when issues do arise, we are able to get all over them. In this particular case, it became clear that our partner, in this case, the borrower was facing a working capital issue, and we made what we think is a very sound tactical decision in relation to this tactical issue of making sure that they would have the working capital to continue to operate and develop in a way that preserves the value of the property so that during that time, they could also focus on recapitalization on their side, and they are working very intensely on that, and we are tracking that with them day by day. .

In terms of any impact on earnings for 2026, again, this is a de minimis part of both our loan book and, of course, our overall asset base. But Gabe, I don't know if you want to offer any thoughts in regard to Caitlin's question around earnings impact.

Yes. I just reiterate, it is de minimis, and it's not included in guidance for 2026.

But not included, you mean there's not a headwind included.

Correct. There's no income related to that loan included in 2026 guidance.

The next question comes from Barry Jonas from Truist.

I mean I guess, just broadly speaking, can you talk about the deal environment, what you're seeing out there between sale leaseback or increasing loan book discussions.

John?

Yes. Barry, it's nice to speak with you. And I know we've talked before, I can't tell you exactly what's in our pipeline, but I will take a moment I do think it's important to remind everyone what we at VICI we get paid for. On the short-term incentive, based on a rolling 2-year AFFO per share growth. And our long-term incentive is based on an absolute relative total return, and we aim for 8% to 10% total return annually. .

And I simply bring that up [indiscernible] on how we approach the pipeline and external growth. We're all very clear here and we have been since we started the company that we need to line up sustainable external growth. So with that said, we continue to prioritize real estate ownership while also using our loan book, and we've talked about to develop new relationships. So we continue to be active. I'll remind you, Barry, from -- at this point last year, I think we had only announced our partnership with Kayne and Eldridge. We had not even announced our partnership with Red Rock Resorts. So [ Golden ] this time last year. So we continue to do our work. We're aware of -- we'll continue to employ our relationship-based approach to future transactions, and we feel good about what's out there.

Got it. And then maybe related, maybe not, but I noticed there's a change in your accounting leadership with Mr. Wasserman moving to an expanded role for bizdad and experiential credit solutions. So just wondering if any ramifications to Gabe's shift there as you think about VICI strategy or focus?

Well, Gabe is on the call right now. So I don't want this to go to his head a little bit, Barry, but I couldn't be more excited to have Gabe shift over and help me and help us grow our business development. He's going to be a great resource, already been working with me for the past couple of months on primarily on nongaming and experiential, but I know the whole company, but particular me is excited to have more working on business development. He is on the call, he can weigh in as well if he'd like.

Barry, thanks for the shout out. And I also want to give a shout out to [ Jeremy Wacksman ], the new Chief Accounting Officer, Jeremy has been part of the team for 8 years, joined at the same time as I did, and we're all incredibly excited for his promotion here, and he'll continue to do great job on the accounting side.

Next question comes from Greg McGinniss from Scotiabank. Greg.

I was just hoping you could talk about the rationale between the Greektown Margaritaville combination, lease adjustment there and the genesis of how that deal actually happened, who approached who. So any color would be appreciated.

John?

Greg, it's nice to hear from you. Just about who approaches who remember because we only have 13, 14, 15 tenants, we're always talking about a variety of things, whether that's with Ken or with any of the others. Regarding the combination of the leases, we really saw the opportunity to combine 2 leases, simplify the escalation structure, remove the volatility by eliminating the percentage of rent. This combination, clearly enhances our credit protection by cross collateralizing 2 of our assets in a master lease with a corporate guarantee.

While at the same time, it did not change the amount of rent collected by VICI this year. So we saw it as a really good opportunity. Both sides came together and we negotiated. Obviously, we announced it when we put out our earnings last night.

Okay. And speaking of the kind of limited tenancy and the relationships that you're building on the debt side. How do the debt investments, like with Red Rock as the builder out the [ Tribal Casino ] impact your relationship with them and the discussions that you have with them or how frequently you're communicating with them. right? So like how do you view kind of the long-term benefit of that transaction versus just stepping in as [ bank adjacent ], someone has pocketbook as opposed to someone that's a long-term partner.

David?

Yes, Greg, it's a good question because we approach all of our investments from a fundamental relationship based position. And particularly the Red Rock as we talked about -- when we announced that last year, I mean, John and Ed and the team and I have been meeting with Frank Lorenzo and Steve and team for years, and just getting to know them and getting to know their business. So when they called us last fall to come into that syndicate it was very much -- this is a way to continue to grow that relationship and develop that relationship, and we still have frequent dialogue with them, even though they are the developer and the Tribe will operate the asset, but it's via Red Rock relationship that we did that investment with their credibility and expertise around development.

If you've been out or see any renderings of the North Fork asset, it's on time and slightly under budget, and we'll open here in the fall. So we're -- we are not just a lend and stick the credit on the shelf and walk away. It's everything is relationship-based and who's our partner and there's strategic merits to the capital that we deploy, whether it be through equity investments or the debt investments.

The next question comes from Haendel St. Juste from Mizuho.

First question is on the guidance. Large majority of the growth you have is locked in through your bumps. So I guess I'm curious on some of the variables that could drive us to the upper and lower end of the range? I know it's not a wide range, but it also doesn't assume transactions or capital markets. So some thoughts there and maybe also some thoughts on the debt coming due later this year. I think it's $1.75 billion in the low 4% range.

Yes. Haendel, I'll start and then I'm going to hand it over to David. We obviously do not guide to investment activity that has not yet been announced or even to loan draws that haven't been formally calendarized. And that's obviously -- that sets us apart somewhat. And when we boil down the key reason as to why we don't give investment guidance, like many of our net lease peers do, there's really, I think, 2 key reasons.

The first one is obviously visibility and predictability would be hard to achieve. Secondly, I, as a risk manager, I'm a little hesitant around the whole idea of investment guidance because if you give an investment target, and you will know exactly with certainty how you're going to achieve it. It can, in some cases, I'm not saying all, can, in some cases, lead investment teams to make investments for the sake of making damn sure they hit the target, and that can often be a road to trouble. But I will now turn it over to David to answer the back half of your question.

Yes. Just in terms of the range, Hendel, I mean we have some draw schedules for Kalahari North Fork that we just talked about and a few others. So we're making some flexibility around that in terms of percentages that they may draw each month. There's obviously you get on our income statement, there's not a lot of other lines. There's a little bit of fluctuation around G&A.

There's a little bit of fluctuation on interest income. And then we do bake in some conservatism, not specificity around the refis which you've mentioned that we have upcoming at the end of this year, maturity in September of $500 million and the maturity in December of $1.25 billion, and then you roll into the first part of '27, and we have another $1.5 billion coming due. So we'll look to access the was [indiscernible] a question we look to access the bond market later this year. Obviously, [ head of those ] maturities to continue to term out our debt wall, debt ladder as we have been doing since inception.

Would your preference be to do term? And just curious on kind of where you see the ballpark estimated cost of new unsecured debt?

Yes. We're getting quotes and kind of on a 10-year is always look at it [ 125, 130 ] over the 10-year right now. So I don't know 10 year is exactly this morning, but low 5s all-in coupon. So as we've done last year, it makes it tends -- we'd love to do [ 10s 30s ] at the market is there, but we've got optionality in a very deep fixed income investor base that we're very grateful for and we'll come to the market at the right time for the company.

Got it. Got it. My second question is on Golden. I want to go back to the pricing on that transaction for a moment. Appreciate the stats on the Las Vegas local market, certainly something encouraging things we heard there, but the mid-7 cap rates inside of where we've seen other regional deals trade largely in the 8% plus rate. So curious how we should think about and how you think about cap rates for regional versus strip assets going forward? And if this is a new pricing level you think or expecting in the market?

John? David?

Yes. Look, we felt very good about the pricing. You've been able to get 7 assets with the team of Golden to operate them and understand them and then also be able to grow with them. We felt that, that was the appropriate price at the time. We are obviously getting more exposure to Nevada, which we're excited about. So it's easy to kind of lump everything into regional assets, but there's no question there's a big difference between middle-market regional assets as well as what we described as Nevada regional or local assets. So we think the price was appropriate for getting a whole portfolio of assets. And helping the team grow their business. And I think over the years, we hope that we do more with the Golden team. David, anything to add?

No, You covered it really well. There is a difference between regional assets in the locals market and the regulatory environment that Nevada or the importance of the regulatory environment in Nevada and bricks and mortar and the income and the taxes that they generate and the employment base that they support through that state and their economy.

The next question comes from Jim Kammert from Evercore.

It seems like Sphere entertainment is pretty likely to go forward on their deal on National Harbor. I was just curious, VICI had any talks with the Sphere or Peterson company partners about participating in that deal?

Well, Jim, good to talk to you. Obviously, we don't really -- we never talk about deals in progress of any kind or whether or not any kind of conversations are in progress. But I guess I will say that we've been obviously able to have a ringside seat on Sphere's success at the Venetian. And from what we have seen and heard and witnessed through the results. Sphere has created, obviously, a very compelling offering. Sphere is run by a very strong management team not only on the entertainment programming side, but on the construction and development and risk management side. So we're obviously paying attention and perhaps I'll leave it there, unless any of my colleagues want to offer anything more. .

The only thing I would add, Ed, is that where we're seeing this potentially could go. Obviously, we are the owners of National Harbor and MGM runs it and what we've seen, as Ed mentioned, in Las Vegas for the Sphere, the amount of new customers that get attracted to that. So it could only help our business and MGM's business should the [ SEER [ the the next [ SEER ] be built on that campus. .

That's helpful. Appreciate the caveat. And then I know, Ed, again, you can't really speak to the Caesar's discussions. But given the strong report between the 2 companies, I mean can you say is there just sort of like a regular user term calendarize sort of series of discussions? I mean is this ongoing? Or is this sporadic? I'm just trying to understand kind of what the interaction feels like?

Yes. Yes. It's obviously -- it's regular by nature of us needing obviously, to have a regular dialogue with the single biggest tenant on our rent roll. And again, there's conversations that obviously have to take place around issues that are not necessarily specific to the regional lease. But John, I don't know if you want to add any more than that?

No. Look, I mean, we -- if the question was just about the lease, that's a different question than are we talking to Caesars and our tenants about their business to understand the trends. And the latter we do all the time. And it's, again, one of the benefits of our model where we don't have 500 or 1,000 tenants where you can't understand the business and trends by having 14, 15 tenants, we can talk to them and understand specifics about our assets. So I speak frequently Danny, the [indiscernible] frequently, not only the Caesars but really all our operators.

Yes. And just reiterate, Jim -- yes, let me just reiterate, Jim, what I said in response to Caitlin's question at the outset. For both Caesars and for us, I really believe the ultimate best solutions will be solutions that simply do not only address issues of lease coverage, but solutions that enhance both portfolios, which is to say, I think there's going to be multiple levers, multiple strategies to achieve portfolio optimization for both parties.

The next question comes from Anthony Paolone from JPMorgan.

Maybe for John, can you go through some of the bigger buckets of investments and give us a sense as to where you're or less active in terms of seeing things these days, whether it's sports, wellness, gaming, international and so forth?

I'd just say yes. But let me just give you some really, I'll talk about experiential. Obviously, we'll continue to grow our gaming portfolio, and I feel that we're well aware of potential opportunities in that space, really all over the world, obviously, here in the U.S. When we turn to experiential or nongaming, there's a couple of areas I'll just touch on and don't assume that's all we're looking at, but we only have 35 seconds here for me to talk about this.

So a little bit about -- you mentioned sports, and this has been really interesting for me and Games in a new role, he spent a lot of time on this. And we are in the discussions with a variety of sports operators teams, leads. And frankly, it just takes time, just like it did when we started the company taking time to learn all the gaming operators. We're needing to take time to introduce ourselves to sports operators, teams and leads. And frankly, the sports financing role is changing rapidly. You can pick up your news, however you get your news I almost said newspaper, no one does that anymore.

But pick up your news and look, and you'll see there's always something happening in the sports finance world. And really, whether it's a university, whether it's a protein, they want to understand their options before moving forward. What I'd tell you about the VICI team is we're getting in front of the right people. We're staying patient because we really do believe there's an opportunity for great growth in the sports infrastructure space.

And the other area where we're spending time with because we really like the data we see is in live entertainment. If you look at the data, from millennials and Gen Z., there seems to be a large appetite and willingness to spend a great amount of money on live entertainment. So we continue to spend time understanding is there an opportunity for our capital in those type of infrastructure development. So Tony, I'll hit on those and see what else you got.

Okay. My only other one, maybe for David. Just I think 1 of the [ Cain ] loans start has an initial maturity that's perhaps next month, if I recall. Like what's the likelihood of getting paid back on that? Or does that just get extended out?

Yes. Tony, you're right. There's an initial maturity next March -- or this March, sorry, next month. The likelihood as it gets rolled -- unlikely it gets repaid, but it gets rolled into a broader construction syndicate that the Cain team is working on and timing of that is TBD. It's hard to predict. It's a big construction loan, but it's something they're very focused on in ensuring that they get that done in a timely manner.

The next question comes from David Katz at Jefferies.

John, I wanted to -- I was hoping to just go back to the sports opportunity because we have been talking about it for a while, and I understand the answer about patients and persistence. Have you talked about any TAM or sizing that opportunity? Just a little something more that we can chew on while we're waiting.

We don't have an exact number. I'll let Dave weigh in a little bit. What I would tell you, David, is that we have approached 50, 60, 70 universities to date, there is clearly a need for capital to build sports infrastructure. And because we've not announced the deal yet, we're trying to see how our capital can work in that environment. So what I do know is there's a large TAM, and that's just in universities, we're not even talking about professional sports teams, mixed-use facilities around new arenas, new stadiums as well.

So David, I can't give you an exact number, but what I do know when I meet with these groups is that there is a need for capital, and there are projects that are on the board. Now how they ultimately get financed is something that we continue to be, as I mentioned, being patient discussion about how our capital can work.

Gabe, anything else you'd add to answer David's question?

Yes. I think just everyone, we've talked about really has a -- almost like a 9-figure need for athletic infrastructure on campus. Time line is shorter for some and more immediate. Others, it's part of a long-term plan. And hopefully, our capital can be a good fit and can help with their future development goals and opportunities.

Perfect. And then just to follow that up. When we look at John noting some of your commentary about live entertainment venues, which is certainly relevant in our coverage as well as the sports opportunity that's a little bit new. How can we think about the duration or durability of that real estate in comparison to your initial core, which was casinos. I know we've talked about we know what the strip is essentially going to be in 20, 30 years. How do we feel about that in those other types of real estate venues?

And Dave, do you want to take that since you've been reading this chart?

Yes. I think, David, I'm sure you're seeing in your meetings, a lot of these sport-anchored mixed entertainment districts are popping up all over the country, and they're trying to get some live entertainment to to anchor them and to drive visitation, which really activates the site and increases the value of the surrounding real estate I think if you talk to any operators that would operate these venues, they see them as a 25-year plus investment, 25- to 50-year horizon, which really aligns really well with our investment horizon and looking at these as permanent capital investments. So we see these as really kind of core infrastructure that are part of the development and is a really good fit for our capital and our long-term outlook.

Yes, David Katz. I'm really glad you asked that question because it's very -- it's not only timely, it's also a perpetual question. And you've probably heard David Katz, the kind of acronym of the week HALO, which is to say in the last couple of weeks, as software stocks have self emulated, suddenly, there is a focus on heavy assets, low obsolescence, HALO. And yet one thing we can never be smug about is obsolescence risk because it is the key value destruction risk in every category of real estate. So it is something we very much focus on category by category, location by location, use by use. .

And I think, Gabe, answered well how we would look, for instance, at sport assets, and they're likely both useful life, but moreover their relevant life. But certainly, as we look across experiential categories, that is probably, at least for me, the #1 risk factor, which is to say how relevant will this real estate be 20 or 30 years from now?

John, I don't know if you wanted to add something more.

No, you got it, Ed.

Next question comes from Wes Golladay from Baird.

I just got a question for you on the cost of capital. Your 10-K highlighted that sometimes it falls out of favor. I'm just curious, if you're looking at different ways to diversify your equity source, whether it's joint ventures, maybe even start to fund business at some point. But is that becoming a bigger priority?

David and Samantha, you want to talk about that?

Yes. Well, it's a good question, and we have the benefit of those that have come before us. Obviously, [indiscernible] has a very robust and high-quality fund business. We're watching and seeing what realty income does with their fund business, Welltower is diversified. And it's something more broadly, we think about what is the evolution of the REIT market. And is it a more becoming more of an asset management market or more of an asset management model, excuse me, because obviously, fund flows over the last 10, 15 years have been very, very anemic with in the REIT world.

So it's something that we're watching and learning and thinking about. There's nothing imminent on the horizon, but it's like any good stewards of capital. We want to make sure that we're forward thinking and putting the best practices forward.

My job is to make sure we can basically structure anything we need to structure to accomplish our objectives.

The next question comes from John Decre from CBRE.

I know we've talked about New York casinos in prior calls, but with 3 licenses awarded, Ed, John, Dave, whoever wants to take this, how are you thinking about New York development opportunities and your appetite to get involved in financing in whole or part. Can you kind of walk us through your view on the New York City development opportunity right now?

John and David.

I'll start, and then David can jump in. John, good to talk to you this morning. Obviously, it's very large developments that are going to happen with these licenses. We do already have a partnership, as you know, with Hard Rock organization that are rebuilding the Mirage in Las Vegas. We also have a partnership with them in Cincinnati. So we're watching to see where there are opportunities for us to be part of the capital stack, so to speak, in New York. So it's still a wait and see, still seeing what's going on and where our capital could be productive and the projections of these businesses as well, we're getting a better handle on. David?

You covered it well, John. Obviously, we've got 2 ground-up developments that will be further out. And obviously, Resorts World has a bit of a head start given the existing facilities. So John DeCree, timing and amount and magnitude and what partners, it's a bit TBD still at this point.

David, appreciate John, I appreciate that. And I wanted to circle back to your prepared remarks as it relates to the Venetian and the case study that you referenced and the success that Pat had there and the development capital. I'm curious to get your views on opportunities where that could be replicated where there's large assets, great assets in great locations, casino assets that with the right focus and capital could earn significantly more. I mean an asset like the [ Strat ] that's coming into your portfolio, it's a fantastic asset that could maybe have a lot more potential. So it was such a unique opportunity for the Venetian, but can you see that being replicated anywhere.

Yes, John, very much so. And then obviously, it is -- the fundamental approach that Patrick and the Venetian team have taken is an approach that I believe you fundamentally see across the street at the wind. You see it in many other assets up and down the strip. And if I was going to distill what I think is essential to increasing the vitality and relevance of an asset. It's that the management team has really strong, really broad, really deep cultural insights into how people want to experience the world. And how much of those consumer desires, they can capitalize on in terms of how they program the asset.

Because at the Venetian as it so many other places, what you're seeing is acting on really strong cultural insights on how people want to be entertained, how people want to dine, how people want to socially gather, how people want to shop, how people want to pursue wellness. And that, I think, is the key ingredient. An old friend of ours -- and David, I don't know if John Arabia coined the term relevant real estate. But at any rate, we still [indiscernible]. And that's what we fundamentally believe in, John, is making the real estate as relevant as it can possibly be to consumer desires. And I think that is an opportunity that can be realized on the Las Vegas Strip. It can be realized in regional assets. And it can be realized in so many different experiential categories. And again, it really takes having a really profound feel for where not only the culture is but where it can or should go.

And John, before you drop up, I'll just say if Patrick was on the phone, I don't think you'd say they're done at the Venetian. I think they still think that, yes, they've grown, but they are a management team that continues to look for opportunities to grow the business in a variety of ways there.

Good point, John. I agree.

The next question comes from Smedes Rose from Citi.

I know you've covered a lot of ground here, but I just -- I wanted to circle back on something, maybe just a little bit of a clarification. The combination of the 2 PENN leases, you mentioned there's no change in rent this year to VICI. But if I -- maybe I'm not reading this right, but it looks like the escalators going forward were reduced? Or is that -- or is the rent going forward the same as well?

We simplified -- Yes, Smedes, we simplified the escalation structure there. If you remember, there was a percentage rate in these leases. We removed the volatility by eliminating the percentage rent. I think that's important to see. David, do you want to jump in as well?

No. I mean creating a master lease with a much simpler structure going forward. The aggregate rent does not change. There is a change in the potential escalation going forward, but it's a much cleaner, simpler structure going forward. [indiscernible] variable.

Yes. No, that makes sense. I just -- so less upside, but I guess less downside, too. I wanted to ask you on the loan book, are there -- I mean just in general, I mean, I know you can't name names, but I mean, is there anything kind of on your watch list or things that you're concerned about coverage going forward given that you had one that obviously moved to nonaccrual, I realize it's small, but these are the kinds of things that people care about. And I'm just sort of wondering if you can give any color on that.

Sure. Gabe, do you want to talk about our approach? .

Yes. Thank you. So all the other loans in our portfolio are performing and are current on their obligations. But we have an active asset management approach where we review every single lease and loan investment in our portfolio on a quarterly basis. So as John Payne has been emphasizing, I have really great insight into all of our partners, all of our tenants, all of our borrowers and their underlying financial performance and business plans. So continue to stay close to them and understand future forward-looking performance.

And I'm just going to add, the Gabe came to us from the Blackstone mortgage REIT. So Gabe has done this before. Have you not Gabe. .

Yes.

The next question comes from Rich Hightower of Barclays.

I know we've covered quite a lot of ground this morning. But think I want to piggyback off of I think it was West Golladay question earlier and also referring to, Ed, you said VICI has sort of a target total return annually of 8% to 10%. And if I look at current dividend yield plus AFFO growth as embedded in guidance, you're essentially already there without really investing another dollar in anything that hasn't been announced. And so I guess in that context, where do you share repurchases fit into the capital allocation framework. I know that's unusual for a REIT, but sometimes circumstances are unusual.

Yes. Well, Samantha, would justifably smack me if I said we would never do share buybacks. So I'm not going to say we would never do share buybacks, but I would consider them highly unlikely, Rich, given what we fundamentally believe is the better use of our cash -- retained cash, resources and any other incremental capital that we were able to source to invest in experiential assets that we think will give our investors better long-term returns than would the repurchase of shares. .

I mean you're right, the math as it is, certainly adds up to what should be a compelling total return. If we've learned anything though, Rich, in the last few years and you've lived this right alongside us, you never want to make assumptions about where multiples are going to go in any given cycle and what that is going to mean for the capitalization of earnings growth or frankly, the capitalization of base earnings. But as we look out over the course of this year, I think you've heard from John and the team, the energy that they are bringing to growth activities.

And I would reiterate that while we do not obviously give investment guidance, we have a track record of working hard to produce growth within a given year, both for the year and for the following year. And so we start the year with the guidance that we do. But I would also encourage everybody to look at our track record over our history of where we end up in relation to where we started.

In other words, where do we end up with year-end earnings in relation to where we started at the beginning of the year with our initial guidance. And I think you'll see a pretty strong track record of the team working hard to produce results in the year for the year.

Our final question today comes from Chad Beynon from Macquarie.

Just 1 for me. I just wanted to go back to the Golden transaction. I know you guys hit on the cap rate and the opportunities in that region. Just wanted to focus on the coverage of 1.9. Can you talk about kind of how you thought about that level at this time in the cycle, maybe versus prior negotiations? And then more importantly, does this portend for future negotiations in terms of the -- how you're thinking about the coverage? Or is every deal a different snowflake, so to speak?

John?

Yes. I'll take the last part of your question, which is every deal we have is just so different, whether it's a portfolio of assets, whether it's a single asset. So as it pertains to your question about coverage. Every time we look at something we go through, what is the appropriate coverage to start with. .

Regarding Golden, it's a belief, these deals, they're real estate deals, but we're really, as I said in my opening remarks, underwriting the management team and understanding their plans for the assets and where the markets are and how these assets can perform. So as we put it all together, and we're looking at a portfolio deal of the Golden assets, our team and our investment committee took a look and believe that, that was the appropriate way to start at that coverage, and we believe that the operating team will be successful running the business based on their future plans.

I'll now hand the call back to Ed for any closing comments.

Yes, Adam, thank you. I will just close out by thanking everybody for dialing in today at the end of what I know has been for all of you, both on the sell and buy side is a very long earnings season. We look forward to seeing many of you at the conferences over the next few weeks and then, of course, again in about 2 months for our Q1 call. And Adam, that will conclude the call.

This does indeed conclude today's call. Thank you all very much for your attendance. You may now disconnect your lines.

Good day, ladies and gentlemen. Thank you for standing by. Welcome to the VICI Properties Third Quarter 2025 Earnings Conference Call. [Operator Instructions] Please note this conference call is being recorded today, October 31, 2025.

I will now turn the call over to Samantha Gallagher, General Counsel with VICI Properties.

Thank you, operator, and good morning. Everyone should have access to the company's third quarter 2025 earnings release and supplemental information. The release and supplemental information can be found in the Investors section of the VICI Properties website at www.viciproperties.com.

Some of our comments today will be forward-looking statements within the meaning of the federal securities laws. Forward-looking statements, which are usually identified by the use of words such as will, believe, expect, should, guidance, intends, outlook, projects or other similar phrases are subject to numerous risks and uncertainties that could cause actual results to differ materially from what we expect. Therefore, you should exercise caution in entering and relying on them. We refer you to the company's SEC filings for a more detailed discussion of the risks that could impact future operating results and financial condition.

During the call, we will discuss certain non-GAAP measures, which we believe can be useful in evaluating the as operating performance. These measures should not be considered in isolation or as a substitute for our financial results prepared in accordance with GAAP. A reconciliation of these measures to the most directly comparable GAAP measure is available on our website in our third quarter 2021 earnings release, our supplemental information and our filings with the SEC. For additional information with respect to non-GAAP measures of certain tenants and or counterparties discussed on this call, please refer to the respective company's public filings with the SEC.

Hosting the call today, we have Ed Pitoniak, Chief Executive Officer; John Payne, President and Chief Operating Officer; David Kieske, Chief Financial Officer; Gabe Wasserman, Chief Accounting Officer; and Moira McCloskey, Senior Vice President of Capital Markets. Ed and team will provide some opening remarks, and then we will open the call to questions.

With that, I'll turn the call over to Ed.

Thank you, Samantha, and good morning, everyone.

I want to start by talking about something we probably won't get asked about much during the upcoming Q&A, and that's our Q3 earnings growth. For Q3 2025, we grew our AFFO per share earnings by 5.3% and versus Q3 2024. I want to emphasize our Q3 2025 earnings growth rate because I want to emphasize the earnings growth that our model is capable of producing even in periods of continuing uncertainty.

With our Q3 2025 results, the VICI team continues to demonstrate its resourcefulness and resilience in growing relationships to grow our revenues and profits without in the case of 2025, significantly growing our capital base. You will hear more in a moment from John Payne about what the VICI team is doing to continue to grow our portfolio and our income, and you will hear from David on our financial results, balance sheet and updated 2025 earnings guidance.

Before we turn to John and David, I want to talk about the wider strategic context in which we are producing our results. And by context, I do not mean the state of the market this week is very weak, which has obviously been a rough week for REITs and for gaming operators. If you wish, we can share our thoughts on this week's market reactions and reductions during the Q&A.

By strategic context, I mean the larger context of the world we are living and moreover, we'll be investing in, in the years, not weeks to come. As I've told you before, I do a lot of reading. Some days, I do wonder if I do too much reading. Two weeks ago, I read a guest post in one of my favorite daily newsletters, Odd Lots. That particular day, the Odd Lots Pulpit was given order to Victor Schmitt, Head of Global Desk Strategy at Macquarie Capital. Victor starts by quoting Nobel Prize winner Neil's Bohr, who is often quoted as having said, "Prediction is very difficult, especially if it is about the future." Victor does acknowledge that Yogi Berra evidently said something similar. After summarizing the current year state of our world, Victor states, "In line with many other prognosticators, I do believe that the next decade will be the most critical period in the transition from yesterday's capitalism toward a yet to be defined alternative system. Everything is up for grabs in what is likely to be one of the most profound changes since the invention of agriculture with far deeper consequences than even the industrial revolutions had." Victor goes on to ask, "Then what are rational investment strategies in response to an irrational world caught in violent transition." Victor's preferred answer is, "To have strong views rather than no views. This involves joining the revolution and backing instead of fighting secular themes, basing investment strategy on a new world and avoiding the waging of old battles." He states for the last 10 years his firm has valued building portfolios around sectors and companies that are, "Supported by long-term structural forces rather than investing based on a heavily degraded reading of economic and capital market cycles." With portfolio construction based in part on rising returns on digital capital he then continues, "Included are several disruptive themes such as the replacement and augmentation of humans, the flow on impact to social, political and geopolitical arenas and the corresponding need for balm, both metaphysical and real." Okay, did you get all that, these days, it's hard, at least for me, to determine if Victor's view is on the outer or interspectrum of potential outcomes. But a lot of what he says rings true to me and in any case, I believe that in this period, real estate investors should be developing and executing return and risk management strategies that account for the possibility that Victor will be proven right, that we are in a prolonged period of significant change and that those changes could impact people's desire and need for what Victor calls balm, both metaphysical and real. And just in case I'm not pronouncing it as clearly as I should, he is saying B-A-L-M, balm and not bomb, B-O-M-B. And I take balm to mean what people do to seek connection, entertainment, play-based excitement, both psychological and physical wellness and healing. These are the experiential dimensions, the various dimensions of balm we at VICI have been, are and will continue to be examining, evaluating and potentially investing in through our insight-driven approach, depending, of course, on our determination that these experiences have the investment attributes we rely on. We are mindful, very mindful that at a time like this, it's more important than ever to identify as best we can the risks of oversupply, obsolescence and the other factors that can lead to real estate capital destruction. And through that identification process to determine what we will and will not invest in. It's an approach that has driven what we've done at VICI in the last few years, an approach that has led to investments made and investments avoided. And as you can see from our Q3 2025 results, it's an approach that is delivering growth where it most counts growth in AFFO per share.

With that, I'll turn the call over to John. John?

Thanks, Ed. Good morning to everyone who's on the call.

As Ed laid out, we face a market environment the 5 easy explanation. But at VICI, we have already faced multiple unprecedented events in our 8-year history. And through disciplined capital allocation, we have been able to strike the balance between investment, quality and growth. Subsequent to quarter end, we announced that we'll be adding our 14th tenant, Clairvest, in connection with MGM resource agreement to sell the operations of MGM Northfield Park. Upon closing of the transaction, VICI will enter into a new triple-net lease with an affiliate of Clairvest as well as an amendment to the master lease between VICI and MGM Resorts. The Northfield Park lease will have an initial annual base rent of $53 million or if the transaction closes on or after May 1, 2026. And rent under the MGM master lease will decrease by the same amount. Simply put, this transaction will not change the total amount of rent collected by VICI. Clairvest is a top performing private equity firm out of Toronto, and they are a recognized leader in the gaming sector. Clairvest is a sought-after partner with gaming experience across regional casinos, racetracks, suppliers, technology providers and online gaming globally, having made 17 investments in 37 gaming assets over the last 2 decades. VICI looks forward to further diversifying our tenant roster with a well-respected counterpart in the sector.

Now casino gaming remains the top focus for VICI. We continue to believe in the durability of the sector despite recent noise around Las Vegas. John Decree at CBRE put it well in his research note earlier this week. Las Vegas has experienced the confluence of idiosyncratic headwinds. The slowdown in visitation this summer influenced by decreased Canadian travel and reduced capacity from Spirit Airlines is definitely something to monitor. But Las Vegas has endured cycles before, and operators are expecting trends to improve through quarter 4 and into 2026. Headlines emphasize short-term trends, but at VICI, we take the long view. We are still big believers in Las Vegas as one of the world's best destinations with operators who are willing and able to adapt their business to meet consumer demand. With that said, some operators have experienced recent strength in Las Vegas. The Venetian, one of our tenants, for example, continues to perform remarkably well with record hotel revenues and gaming volumes this summer. Additionally, according to Venetian management, 2026 is on track to be a great year for the Venetians group business, convention sites in and out of cities each year, but Las Vegas continues to draw solid group demand that supports the segment as other conferences rotate locations. For example, Con Expo, ConAg, America's largest construction trade show that draws nearly 140,000 attendees takes place every 3 years is set to happen in Las Vegas in March of 2026. We believe the convention business in Las Vegas is an underappreciated mitigant to the cyclical nature of leisure-oriented business.

In 2024, convention visitors spent $1,681 per trip. That is 33% higher than the average leisure visitor, and the strength of Las Vegas as a convention city has continued to gain momentum post-pandemic. VICI owns nearly 6 million square feet of convention of conference convention and trade show at on the Las Vegas Strip, and representatives from several blue-chip large cap companies like Amazon, Google, Microsoft, attend conferences in Las Vegas every year. VICI continues to believe in the strength and resiliency of Las Vegas.

Over the last 8 years, VICI has been deliberate with its portfolio construction, and we believe we've made the company better each time we grew bigger, our multidimensional investment evaluation bolsters the quality of our decisions as real estate owners, and we can put rigorous analysis with each opportunity that comes across our desk. At any given time, we consistently have multiple ongoing dialogues with gaming and other experiential operators, and what we want to continue to do, which is what has earned its credibility thus far, is maintain a disciplined capital allocation strategy that facilitates quality growth. We do not aim to grow through sakes. We do not seek to compromise creditworthiness to reach for return. We instead engage in selective sustainable capital allocation that can provide long-term growth and withstand potential near-term macro shocks. We are long-term stewards of capital, and VICI aims to make decisions that support sustained and sustainable growth that delivers value to our shareholders.

Now I will turn the call over to David, who will discuss our financial results and guidance. David?

Thanks, John.

Touching on our financial results, AFFO per share was $0.60 for the quarter, an increase of 5.3% compared to $0.57 for the quarter ended September 30, 2024. These results once again highlight our highly efficient triple net model given the increase in adjusted EBITDA as a proportion of the corresponding increase in revenue. Our margins run in the high 90% range when eliminating noncash items. Our G&A was $16.3 million for the quarter and as a percentage of total revenues, was only 1.6%, which continues to be one of the lowest ratios in not only the triple net sector but across all REITs. On September 4, we declared a dividend of $0.45 per share, representing a 4% increase from the prior dividend amount and our eighth consecutive annual dividend increase since VICI's inception. We are very proud to deliver this consistent increase to our owners.

Touching on liquidity on the balance sheet. During the quarter, we settled a total 12.1 million shares under our forward sale agreements and received approximately $376 million in net proceeds with a portion of these proceeds being used to repay $175 million of the outstanding balance on our credit facility. Our total debt is $17.1 billion, and our net debt to annualized third quarter adjusted EBITDA is approximately 5x at the low end of our target leverage range of 5 to 5.5x. We have a weighted average interest rate of 4.47% as adjusted to account our hedge activity and a weighted average 6.2 years to maturity.

Turning to guidance. We are updating our AFFO guidance for 2025 on a per share basis. AFFO for the year ending December 31, 2025, is now expected to be between $2.51 billion and $2.52 billion or between $2.36 and $2.37 per diluted common share. Compared to our prior FFO per share guidance of $2.35 to $2.37 per share, the raise represents an increase of the lower end by $0.01. Based on the midpoint of our updated 2025 guidance, VICI now expects to deliver year-over-year AFFO per share growth of 4.6%. As a reminder, our guidance does not include the impact on operating results from any transactions that have not closed interest income from any loans that do not yet have final draw structures, possible future acquisitions or dispositions, capital markets activity, or other nonrecurring transactions or items.

With that, operator, please open the line for questions.

[Operator Instructions] Our first question comes from Anthony Paolone from JPMorgan.

John, I think you mentioned you're at 14 tenants now. And so VICI's kind of unique compared to net lease peers. Now you got a pretty narrow set, and you talk to them all the time. So can you talk about maybe like how often lease amendments come up? And if they do, how you approach those conversations?

Yes. Hi, good morning, Tony, it's Ed. I'll start off and turn this over to John in just a moment. But where I want to start this morning is by reminding everyone of where we came from, and how we started. At VICI, we were born with challenges. And what we proved right out of the gate, and I believe, improved ever since is that when we face challenges, we get after them. We focus on making sure we understand the full dimensions of the challenge. And then we work as productively and expeditiously as possible to find the right solutions that deliver the right outcomes for us and our partners. And we've got obviously a track record of doing that through what we've done in selling assets that our partners wanted to get out of, and we wanted to get out of as well. We have obviously helped tenants get out of assets that they for strategic reasons, wanted to get out of Northfield Park being the most recent example. But I'll turn it over to John because he can further elaborate on the approach we take with our partners and the degree to which we are always focused on making sure that any challenges that exist for them or for us get dealt with, and we can all move on.

Yes, just a little bit to add to what Ed talked about. I mean we are very fortunate or blessed to to now have 14 tenants that allowed us to get into greater detail of strategic growth, or if there tends to be a problem in the business, we can discuss about how we can be beneficial, which is very different than many REITs that you know Tony, that have 100 or 500 or 1,000 tenants that I'm not that smart to be able to help with 1,000 different tenants to understand how we can be beneficial to them. So we are very fortunate to have a few, and we can get into greater detailed discussion with them about how to grow again or how to handle a certain situation.

I mean if I could ask more directly on Caesars, given the comments from them around regional assets, like how much you appraise a situation like that, or would you use a similar framework to what you've used in the past, or just any context there?

Yes. I think the framework we've used in the past, Tony, would be the same framework we would apply here. We would look across the portfolio on our own and with them determine where do they want to be, where they want to continue to be, where do we want to continue to be, what are the various levers that we can work on our side, on their side to make sure that we end up with an outcome that is a genuine win-win for both parties. We've obviously got time to deal with this, but we also don't want to let this continue to be a distraction. We've got a business to grow. They have a business to run. And we will work in the way we have worked in the past from our very beginning to make sure that we find the solutions that work for everybody as quickly as we can. And again, I just want to reiterate our experience in our 8 years of getting after it when a situation needs to be dealt with.

The next question comes from Greg McGinniss from Scotiabank.

John, I was hoping you could talk about some of the more non-gaming conversations you're having these days, and your your feelings on potential likelihood of getting deals on. And I'm especially interested if you could touch on collegiate or university level athletic facilities.

Everyone is smiling around the room because I spent quite a bit of time with experiential operators and have been spending quite a bit of time, as you mentioned, in university sports. I'll touch on that one because it's very interesting. What I would describe, university sports today is going through radical change. And I say that in -- when we talk to athletic directors or CFOs or chancellors, and they tend to nod their head saying, "Yes, John, it's good to know that we are going through radical change." But we we've been talking a lot with them about sports infrastructure. There's a lot of different investment companies getting involved in professional and youth in collegiate sports. But VICI is a little bit different in our pitch to them about how we can accelerate their growth in infrastructure and building, whether it's arenas, stadiums, practice facilities, ice strengths, all of those things. So it's been a really good educational process for the universities and for VICI as well about how our capital can work in that environment. On the other side, as I -- in my remarks, gaming is still top of the pyramid for us. We're spending a lot of time with our current tenants and new tenants. And then there's other experiential operators in mixed use, in attractions, certain resort properties as well that our team has been out kicking the tires a little bit. But university sports definitely a big opportunity. There isn't a university that we've met with that doesn't have projects that they need to get done, and they are figuring out in this new environment, how they're going to pay for it.

Great. And I think maybe just touching on the gaming side a bit. Is there any potential catalyst or some event that needs to occur to make some inroads into the downtown or local Vegas market?

Yes. This is a market we would love to be in as you're seeing the results come out every year. I think I saw a stat the other day that the Nevada locals market or the Las Vegas locals market is now the second biggest market in the United States, which is a market that we sure would like like to be in, and we love the regulations and the support from the State of Nevada and making investments in the bricks and mortars. So this is an area that we continue to look at. There are obviously some great operators in that space, Red Rock Resorts, Golden, there are some individual owners that own real estate there that we would love to be partners with over time.

The next question comes from Barry Jonas from Truist Securities.

A competitor just noted their expectations for more broadly marketed competitive bidding type gaming M&A processes. Is that your expectation as well? And if yes, do you see VICI participating?

Barry, good to you. We see a lot in gaming. And if there's things out in the market, I think there's a good chance that we're also getting a look. And to answer your question, do we expect to participate. Look, it depends on a lot of factors. Gaming M&A is complicated. And even though it's a single asset, it's kind of simply M&A given 3 parties, there's a seller, there's a propco and opco buyer and their complex long-term leases. They take a lot of diligence on to work to get things done. So we would hope to continue to be active and continue to grow. John just talked about, there's always things we're looking at and pursuing.

And Barry, this is Ed. I'll just add that a week like this for gaming operators, there are the occasional public gaming operators who go, how much more of this do I want to put up with. And so I think there are a number of factors in play that could. I want to emphasize could not necessarily lead to heightened activity.

Got it. Got it. And then just for a follow-up. Coverage on Northfield Park in the Clairvest transaction looked pretty good. Can you talk maybe how that compared to what 4-wall was in the MGM lease. I guess what I'm trying to get at is how do you think about the difference in value for a new lease with a smaller tenant versus the pre transaction with a much larger lease and tenant?

Yes. It's a very good question, Barry. And I would generally say that for a single asset, with a single tenant, yes, I think to your implicit point, you generally are going to look for higher coverage than you might have had within a master lease with a much bigger tenant. I think that's pretty much the simple logic of it.

The next question comes from Smedes Rose from Citi.

I guess on that, with Clairvest, and as you mentioned, they have a history of some gaming assets in the U.S. and in Canada. Do you -- would you expect to do more deals with them? Do you think that they're actively looking to expand their footprint in the U.S., or is this more of a one-off opportunity for them?

Good morning, Smedes. I hope so. I mean we really enjoyed getting to know them in this process. They're very creative. They've hired a lot of very seasoned operators to work with them in the properties that they've owned not only now, but in the past, so we're excited to have them as one of our tenants, and we hope to continue to grow that portfolio with them over the coming years for sure.

Okay. And then I wanted to ask you on the loan book, is there any other -- any of the borrowers having any short-term difficulties that you can speak to, or is everyone current on the payments just given some of the softness we're seeing in a broader economy, particularly across, yes, certain kinds of venues?

Yes. It's Gabe here. I can answer that. Yes, everyone is current on all their obligations under their loans, and we continue to have active asset management and monitor all of our investments. And work with our partners to understand that they're meeting their milestones and their business plans.

The next question comes from Haendel St. Juste from Mizuho.

My question, I guess, is on the MGM decisions to withdraw from the New York City license bidding process. It seemed to surprise a lot of people, including us. Was it a surprise to you? And what do you see as the implications for your Yonkers asset? And then I guess as part of that, given their decision to withdraw MGM, does that you want to perhaps partner with some of the other bids?

Yes, Haendel, good to talk to you. Well, certainly, it didn't take us by surprise because we'd obviously been in conversations with them for a while. And what MGM did was look at the situation, the ever-evolving situation in the New York landscape, and make what we agree is a very sound capital allocation decision or capital non-allocation decision based on, again, the changing circumstances. I think one of the key factors handle that really became clear in the last few months is that without a Manhattan-based Casino. It was not clear that the remaining bidders would be able to create a casino experience that would become a truly national and international destination. And thus, if it was going to mainly be a competitive marketplace of 3 regional gaming assets, competing geographically very close to each other for the same regional marketplace. It wasn't necessarily clear that the resulting economics of that very competitive marketplace would support the kind of capital required to enter the market with the tax regimes that are likely to be in place. And so again, I think MGM took care and took a lot of thought and obviously consulted very closely with us in making that decision. In terms of the after the decision and what it means for us within this marketplace, yes, we have been in dialogue with various contestants in this process over the last couple of years and certainly could be of service to them with capital if we believe that their opportunity was an opportunity that had very good capital fundamentals that it had a legitimate shot to become what it would have to become, which is the most profitable regional casino in America. And I just want to emphasize that point end, Haendel . The way this is evolving, whatever does get built in New York is going to have to be meaningfully, measurably more profitable than any other regional casino in America, and that includes the finest regional casinos in America, whether we're talking about MGM National Harbor, Encore Boston MGM Detroit or the others, each of which I should emphasize tends to have market dominance and at a lack of competitive supply that will not necessarily exist here in New York.

Appreciate those comments. And if I could ask a follow-up or a question on the -- I guess there was announcement earlier this week, [ Cordish, ] is developing a new project about an hour south of your D.C. National project. I guess I'm curious on the competitive dynamics there? I think Richmond is about an hour away with mild traffic. So curious if you think the location, maybe the demographics relative to what your asset offers offer you some maybe some installation.

Yes, it's a good question. The distance may seem like an hour, but if you've been in D.C. Welcome to a little bit more traffic. And again, it's a pretty undersupplied market there. And they probably will target very different consumers. We'll have to see how the new asset that's built by [ Cordish, ] I'm sure it will be a wonderful asset as they do a good job. And in building their assets. But National Harbor is, as Ed just mentioned, if you're going to mention the best or one of the best regional casinos in the United States. MGM has done a fabulous job there. It continues to do a fabulous job. The numbers continue to be quite successful, and we think they're going to continue to grow there. So we'll have to watch how that happens. But I do think they're probably a little bit -- the customer base is going to be a little bit different.

The next question comes from David Katz of Jefferies.

I appreciate all the candor, as usual. I wanted to just go back on the sports facilities commentary, John. Not have you negotiate something in this kind of forum. But just out of curiosity, are there any historical cap rate or any kinds of comps or anything like that? Just out of curiosity, how we would think about the opportunity if someone -- if people like us wanted to sit down and try and develop the TAM and think about what it all means for you?

Yes. I'll start out, David. And I would say that -- if you're going to look for a historical precedent for the possible infusion of private capital into real estate, on university land, the corollary would be the development of on-campus student housing by private capital, which has certainly taken place in the past and the American Campus Communities is obviously an example of private capital, a REIT in fact, at the time that did exactly that. And obviously, we had to make sure they were creating a positive spread between their weighted average cost of capital at the time and whatever cap rate they went on to campus with. And so I do think that this landscape of sport infrastructure and college campuses is obviously rapidly evolving in an overall marketplace that is wildly volatile and everybody is trying to get smart as fast as they can. But I think what John and the team are finding, and John, you can elaborate on this, is that the idea of conventional private equity coming on to campus with a 5- to 7-year investment horizon, just doesn't -- John, I mean, it's not that appealing.

Yes, David, good to hear from you. I know you've asked about this sector before. And it is important to understand that this is what I think our company feels great about is finding a space that we think there's a lot of opportunity to deploy capital and we've been spending time getting educated on the space, who are the decision-makers are, what is the magnitude of opportunity where at the same time, hearing from the universities about how they could take our type of capital. And that -- what we're talking about today is we're right in the middle of those processes. And obviously, state schools run schools are different than private schools, right? And so we are continuing to refine the way we think about the opportunity. We continue to talk about pricing. And as Ed said, there's other forms of outside capital that are also spending time with the universities. And so it's -- like I opened up by saying there's a lot of change going on in collegiate sports right now, and it's just an opportunity we are spending some time because we think there is a magnitude of capital to be deployed.

The next question comes from Rich Hightower at Barclays.

As always I appreciate the candor on various topics. But Ed, maybe just to ask you a metaphysical question to use this word from earlier in the comments. Obviously, we don't want to focus on short-term movements in the stock price or cost of capital. But in your conversations with investors, what do you think are the major overhangs at this point? And does most of it revolve around some of the Caesars stuff you mentioned before, is it other things?

Yes. I mean, I think it's a combination, Rich. I think there's the idiosyncratic factor of that noise, combined, obviously, with what's been a fairly tough period for the RMZ over the course of the year. And I think you put out a good note last night pointing out that, yes, in recent weeks, we have we have declined more than the RMZ. But more, I don't know if you want to jump in here about the degree to which we may also somewhat idiosyncratically be seeing a dynamic of first half winners. Well, you can explain that I can't.

Yes. No, thanks, Rich. So as I was saying, we do think it's a confluence of factors between, yes, this seizures focus, but also at the same time, when there's been a positioning rotation out of some winners, out of some long positions as the market has rotated into the end of the year. So the timing has been unfortunate, but we do think it's a combination of factors, not just the one particular overhang.

The next question comes from Chris Darling at Green Street.

So Six Flags in the news recently, I thought that presents a good opportunity to ask about your broad level of interest in theme park real estate ownership. The pros and cons that might come with those types of assets. And related to that, I'm curious if you've explored the theme park landscape internationally as well as domestically in the U.S.

Yes. John, you want to take that?

Yes, Chris, good to hear from you. [indiscernible], yes, it's an area attractions in the United States are an area that we have spent a lot of time with. We've not done a transaction, but we have spent quite a bit studying the landscape there, the opportunities there, the accounting treatment there and obviously have followed what is going on in the news with Six Flags. And I think that's the way I can put it.

Yes. And I'm going to ask Gabe to chime in here in a moment. Chris, but one of the things we always do when we look at any particular experiential category, is work to determine that agree to which there's a meaningful amount of real property within the business that is readable. And Gabe, you can opine if you wish, on theme parks and other categories we looked at ski resorts and other things.

Yes. So in regards to that, Chris, obviously, there's a lot of real property at these team Park and a lot of personal property, including the roller coasters and some of the attractions and we would just make sure any potential investments that we're owning real property and put it in read from the structure, but we're confident we could work with our partners to make it work.

Okay. I appreciate those thoughts. And then just maybe a point of clarification on the Northfield lease with Clairvest and maybe a little nuanced here, but as it relates to allocating rents between the new stand-alone lease and then the remaining master lease with MGM, the resulting coverage ratios that you talked about I guess I'm interested to understand what are your contractual rights in that regard versus this perhaps being more so just a good faith discussion between all the parties involved.

Yes. I don't know if -- I mean, there are obviously contractual considerations and I'm looking at Samantha me out in case we need to explain any of those. But I think the most fundamental starting point, Chris, is obviously, the economic throw weight of the assay. What rent could it support at a coverage level we're all comfortable with? That's the starting point. What is the EBITDA before rent of the asset? And what thus would be a level of rent coverage both we and they would be comfortable with.

Yes. And just from a contractual perspective, in any event, how will we come to the determination of what rent might come out, we're always protected that we would never find ourselves in an economically disadvantaged position. So we're always going to have the same amount of rent. When that transaction is completed between the what we call severance leases, the new lease with the stand-alone tenant and then our MGM master lease and that's contractually provided.

The next question comes from Chad Beynon from Macquarie.

Ed, thanks for the comment on Victor's pieces reports are absolutely in must read in. He's another person probably reads multiples of most of us on the call here. So maybe just wanted to start wit the call right on the Caesars Forum Convention Center. We've kind of eclipse that time period where that begins. It seems like all the commentary from Vegas operators is that conventions, the group pace, the outlook? You talked about some of the citywides is extremely positive. It's obviously some of the leisure concerns that I've heard some of the near-term results. So with that opportunity for that call right, how are you guys thinking about timing on that versus other deals?

It's a very good question, and I like your comments about Las Vegas because I think you said near-term concerns about leisure customers. And in my opening remarks, I do think we're -- the world is so short term ADD focused that there's times that we don't think step back and think about what a great destination Las Vegas is and will continue to be -- we obviously have a variety of things that we evaluate. You are correct that the opportunity to buy the Caesars Form convention center is live right now. And we're fitting it into all the other things that we look at when is the right time. Is there the right time? And Las Vegas, as I said in my opening remarks, we are big believers in, and we'll continue to make investments over time. So...

Yes. I just want to jump in and emphasize chat along the same line. The greets Vegas is competitive dominance across the American convention trade show and conference space has only increased in the last 5 to 10 years. If you look across the competitive landscape of the big American convention centers in the gateway cities. It's actually kind of store. First of all, most of the full-service urban tel product has seen tremendous underinvestment. And a lot of the convention facilities themselves are in need of substantial capital and/or infrastructure. It would have been, for example, here in New York, and we've been a very positive thing for the [ Javits ] Center if the related wind project has gone ahead and created hotel inventory adjacent to Javits. But as we all know, that project and happening. And as a result, Javits is still this conference center, the convention center near pretty much nothing in terms of hospitality infrastructure. And that's just one example among many across the U.S. where Vegas, again, just shines because of the amount of capital put into both the conference convention and trade show facility is $100 million in the Miami Bay, and I can't remember exactly how much Venetia put in to the Expo Center. But at any rate, this competitive dominance is only going to grow in the years ahead.

That's great. And then...

Samantha is looking at me with anger because I used the word, ain't. Go ahead, Chad.

And then moving over to the tribal lending landscape. I know we talked about before the North or loan is very different than a traditional loan to a tribe. But how has that evolved? And how is your comfort level working with other drives evolved here?

Yes, Chad, it's David. Good to hear from me. Just to clarify that Norfork it's a loan to arrive. It's a typical lending structure into a drive that's unique about it. There's no security in the real estate, and that goes with anything around tribal gaming. So we have a lot of relationships with tribes on commercial land. We obviously have a great relationship with Red Rock and the development of what will be a phenomenal asset at Madera, California opening and on Q3 2026. We do have dialogue with other tribes. I mean anything we would do around tribe to be with a great team, a great asset, but ultimately, it will be a credit investment, right? There's not a way to own gaming real estate that sits on tribal land and actually have security in that asset. And so a very active credit book led by Gabe whose -- you've heard from on this call, and we will continue to look for ways to deploy smart capital with good tribes in the future as the opportunities arise.

The next question comes from John DeCree at CBRE.

It's Colin on for John. Maybe going back to Northfield transaction, I think a lot of us has been relatively excited to see some repick-up in M&A. So curious maybe how those negotiations went considering the became into a single [indiscernible], opco asset trade in hand, do you guys expect or think we could start seeing some more opco trade hands going forward?

Well, your opening question was how did the negotiations go. And we're -- again, in my opening remarks, we're excited to have Clairvest is one of our tenants, and we surely hope that we continue to grow with them. They operate assets. that we own. If you're asking, has there been a pickup in opportunities that we're seeing, for us because we're looking at so many sectors across the gaming and experiential landscapes, there are a lot of different deals that we're looking at. Do I think there'll be more deals in gaming I hope so. And I think we'll be there and talking to operators and talking to potential sellers. Colin, I am disappointed that John's not on. I gave him some love with a quote with the opening. So it's disappointing to hear that love. So you'll have to pass that along.

He's going to be very disappointed to hear that, but definitely...

You're not going to get a repeat next quarter. So it's one and done.

Yes. I's going to be your turn next time, Colin.

And I guess maybe the other question, I wanted to double double click on is how comfortable are you guys sort of letting leverage maybe creep below sort of the low end of the range that you guys have 5 to 5.5x. I think you have you guys about 5 right now. And obviously, leverage you guys had taken a pretty low going into the MGP acquisition, saving a lot of dry powder for what was quite a material transaction. So I'm just kind of curious how you're seeing leverage trend from here. Obviously, you have the escalators. But how are you thinking about it potentially creeping below your low end?

No, I would say, as Spanish like to say [ tranquility ] if it goes lower, that is just fine. If it goes a little higher, it's just fine. But as you remember, Colin, from that dinner we had together in Boston, as important for us as leverage is laddering. And what we like about the 5x debt-to-EBITDA benchmark is that it means by definition, you have $1 of debt for every $0.20 of EBITDA. And I'm not going to go through the holding this major meshing I did at that dinner. But as you and your clients gathered, we like the way in which -- laddering in which roughly no more than 10% of debt comes due in any given year, matches up with 5x debt to EBITDA, such that the metrics are such that in the worst case scenario where the credit market window is closed, you could, if necessary, pay off expiring debt with available cash flow after debt service. So in and around 5x, plus or minus attempt here, attempt there. Again, we don't tend to get highly precise about that. It's more about building a ladder for the future. And with that, making the best use of the amount of retained cash flow we generate, which as we've spoken about in the past, is now in the $600 million range and gives us firepower that enables the kind of year we're having this year, where we're growing, once again, AFFO per share in this quarter by 5.3% while growing our share count by barely more than 1%.

The next question comes from Daniel Guglielmo from Capital One.

Well own a lot of properties on the Las Vegas strip, but not all of them. Based on your experience, what kind of macro or Las Vegas demand? Environment, do properties typically come to market there? And if the opportunity arose, would you expand your own ship on the scrip?

I'll answer the last part of the question. I think for the right property and right operator, absolutely, we would continue to expand our presence not only on the Las Vegas Strip and not only in the locals market that I talked about, but I think all over Nevada. We're big fans of that as well. But as it pertains to when do they come to market, that's very hard to predict. And it depends on the the company and how they're thinking about use of proceeds from the monetization of their real estate. But what I would tell you, to Ed's comments, we will be prepared should there should there be an opportunity of an asset in Las Vegas on the strip that comes to market. But I can't tell you when they're going to come.

Yes. I appreciate that. And then just a follow-up, in the opening remarks, the 3Q earnings growth was mentioned. I think part of that is the competitive annual rent escalators that you all have. On the flip side, tenants do bear increased rent line. So can you just talk about some of the risks that you all think through on the tenant side in with those kind of rent lines increased for them?

Yes. First of all, Daniel, Q3 2025 wouldn't within itself have had any rent escalations quarter-over-quarter sequentially. And when we think about escalation, what we think about is, again, the supportability of the rent. And so yes, we do not want rent escalation that goes beyond what the tenant can afford to pay over the long term. And so again, I think we're in an environment right now where things are -- have more or less reached equilibrium, in terms of rates of inflation, rent escalation and revenue and profit growth. But obviously, we monitor it closely. And again, it doesn't benefit landlords when rent gets beyond the tenant can pay.

The next question comes from Jim Kammert from Evercore ISI.

Team, if I were thinking about your competitive advantage, let's say, as an example on the university sports, what elements really would differentiate VICI structuring wise or other attributes? Because if I'm being snarky, I would say it's really just the cost of capital, right? I mean university is going to want to take the best deal for them. So how would VICI differentiate itself from other potential providers of capital?

Yes. Jim, it's Gabe Wasserman, I can take that one. So I don't think we're just eating along cost of capital. It's not the only dimension. It's also on structure. So as a permanent capital vehicle that wants to own our real estate forever. I think our investment time horizon is very well aligned with our potential university and college partners. And as we compare and contactor capital and opportunity with private equity folks. We just think that our long-term permanent horizon is just a really good match for potential universities and colleges, and that's really resonated well in the conversations that we've been having.

Yes. I would just add too, Jim, that while, obviously, universities, both public and private can often tap the tax-free bond market. most universities, we're finding out run in the way that Harvard famously speaks of, which is every tub on its own bottom. And athletic departments in particular, and John and Gabe, elaborate this. athletic departments, especially at this point, our being told you need to be self-funding and self-sustaining. And no, you're not necessarily going to get to use up whatever envelope we have in the tax-free bond market. You want to add to that, John?

No, it's very correct, to your point.

That's great. And then just one quick ready question. With most of those opportunities, I know it's very premature, but would they be least old entry because you presume the university continue on the underlying land, or is that not necessarily.

Yes. I think it depends on the university. We're open to both structurally and can make both of them work.

Jim, it's a very good question, and you opened by saying I know it's premature as we've talked about the university space, and I've been very open that when you're the first kind of read into this space, educating athletic directors and CFOs and chancellors and presidents on our type of capital structured and, as Gabe mentioned, is a big factor in the discussions. Can we own the real estate? Can't we own the real estate? What is the duration of the lease, how much capital of a project can you put in versus donor, does your name go on it, does it do? I mean, there is a wide variety of things that we are feeling out. And as Sam mentioned, every university, it's different, and state universities are different than private, and that's why we're taking the time in meeting and really crafting how our capital work. Obviously, we have not gotten over the finish line with the university sports deal yet. -- but you can hear that we've been spending time because we think there is a big opportunity in sports infrastructure and the amount of capital that needs to be put to work.

Our final question today will come from Alex Vegan from Baird.

Kind of wanting to synthesize what we've talked about all the call from the MGM capital allocation decision or the Caesar convention and also how you think about the balance sheet. With VICI taking the long view about capital deployment, kind of what's the philosophy about how VICI deploying money in uncertain times for good opportunities versus waiting and preserving the balance sheet for a potential great opportunity that may or may not come.

Yes. No, it is a wonderful question, and I wish we had more time to do it full justice because it is something that our investment committee is always, always deliberating. And I would tell you, Alex, there's no perfect answers, but I would say that because we invest what we believe to be perpetual capital. We really want to have confidence that 10, 15 and 20 years from now, we or our successors are going to be glad we've made this investment that we invest in the right geography, the right category, the right marketplace, and most importantly, the most -- the best operating partner we could find for that opportunity so that we can always be comfortable the credit is secure.

We will now hand the call back to Ed for any closing comments.

Thank you, Adam, and I'll just thank everybody for their time today and look forward to continuing the conversation in the weeks and months to come and see you again in February.

This concludes today's call. Thank you very much for your attendance. You may now disconnect your lines.