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GLPI 10-K & 10-Q changes, risk factors and insider trading

Gaming & Leisure Properties, Inc. · Nasdaq · Real Estate Investment Trusts · CIK 1575965 · All filings on SEC.gov

Everything below is quoted or computed from Gaming & Leisure Properties, Inc.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

12 / 3risk-factor paragraphs added / removed in latest 10-K
3new risk-factor headings
1Form 4 filings reporting open-market purchases (last 180 days)
1Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2026-02-19 (period ending 2025-12-31) with 10-K filed 2025-02-20 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

12new paragraphs
3removed paragraphs
23reworded paragraphs
11,289 → 12,133words in section

New heading “Our long-term, triple-net leases include rent escalations over specified periods that in some instances are fixed or capped and will generally continue to apply regardless of the amount of cash flows generated by the properties subject to such lease agreements.”

New heading “We face certain risks related to our properties that are subject to ground and use lease arrangements.”

New heading “Uncertainty regarding and changes in U.S. trade policies and tariffs may increase costs and adversely affect our tenants’, and, therefore, our financial condition.”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: tariff
“Uncertainty regarding and changes in U.S. trade policies and tariffs may increase costs and adversely affect our tenants’, and, therefore, our financial condition.”
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New text topics: tariff, inflation, interest rate
“In addition, tariffs and related trade measures may contribute to broader inflationary pressures, which could increase interest rates, raise our cost of capital, and adversely affect the valuation of our real estate assets. Inflationary impacts on consumers may reduce discretionary spending on gaming, hospitality, and entertainment, which could further pressure our tenants’ revenues and financial condition. …”
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New text topics: tariff, china
“In recent years, the U.S. government has indicated its intent to alter its approach to international trade policy and renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements and treaties with foreign countries, and has made proposals and taken related actions. For example, the U.S. government has imposed, and may in the future further increase, tariffs on certain foreign goods, including from China, such as steel and aluminum. Some foreign governments, including China, have instituted retaliatory tariffs on certain U.S. goods. …”
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New text
“Our long-term, triple-net leases include rent escalations over specified periods that in some instances are fixed or capped and will generally continue to apply regardless of the amount of cash flows generated by the properties subject to such lease agreements.”
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New text
“We face certain risks related to our properties that are subject to ground and use lease arrangements.”
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New text topics: tariff
“Under certain of our lease arrangements, our tenants are responsible for funding capital expenditures and maintenance obligations. Increased costs resulting from tariffs or trade restrictions could adversely affect our tenants’ operating margins, reduce cash flow available for rent payments, or cause tenants to defer, reduce, or renegotiate capital investment plans, which could negatively affect the long-term competitiveness and value of our properties. …”
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Full comparison: every changed paragraph (38)

Green = added, red = removed. Unchanged paragraphs, 7 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

The majority of our revenues are dependent on PENN and its subsidiaries until we further diversify our portfolio.subsidiaries. Any event that has a material adverse effect on PENN’s business, financial position or results of operations may have a material adverse effect on our business, financial position or results of operations.

Reworded

The majority of our revenue is based on the revenue derived under our master leases with subsidiaries of PENN. Because these master leases are triple-net leases, we depend on PENN to operate the properties that we own in a manner that generategenerates revenues sufficient to allow PENN to meet its obligations to us, including payment of rent and all insurance, taxes, utilities and maintenance and repair expenses, and to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities arising in connection with its business. There can be no assurance that PENN will have sufficient assets, income or access to financing to enable it to satisfy its payment obligations to us under the master leases. The ability of PENN to fulfill its obligations depends, in part, upon the overall profitability of its gaming operations and, other than limited contractual protections afforded to us as a landlord, we have no control over PENN or its operations. The inability or unwillingness of PENN to meet its subsidiaries’ rent obligations and other obligations under the master leases may materially and adversely affect our business, financial position or results of operations, including our ability to pay dividends to our shareholders.

Reworded

The bankruptcy or insolvency of any of our tenants could diminish the income we receive from that tenant’s lease or leases. If a tenant becomes bankrupt or insolvent, federal law may prohibit us from evicting such tenant based solely upon such bankruptcy or insolvency. In addition, a bankrupt or insolvent tenant may be authorized to reject and terminate its lease or leases with us. Any claims against such bankrupt tenant for unpaid future rent would be subject to statutory limitations that would likely result in our receipt of rental revenues that are substantially less than the contractually specified rent we are owed under the lease or leases. In addition, any claim we have for unpaid past rent, if any,rent may not be paid in full. We may also be unable to re-lease a terminated or rejected space or to re-lease it on comparable or more favorable terms. Moreover, tenants who are considering filing for bankruptcy protection may request amendments of their master leases to remove certain of the properties they lease from us under such master leases. We cannot guarantee that we will be able to sell or re-lease such properties or that lease termination fees, if any, received in exchange for such releases will be sufficient to make up for the rental revenues lost as a result of such lease amendments.

Reworded

We operate in a highly competitive industry and face competition from other REITs (including other gaming-focused REITs), investment companies, private equity and hedge fund investors, sovereign funds, lenders, gaming companies and other investors, some of whom are significantly larger and have greater resources and lower costs of capital. Increased competition may make it more challenging to identify and successfully capitalize on acquisition opportunities that meet our investment objectives. If we cannot identify and purchaseacquire a sufficient number of investment properties at favorable prices or if we are unable to finance acquisitions on commercially favorable terms, our business, financial position or results of operations could be materially adversely affected. Additionally, the fact that we must distribute 90% of our net taxable income in order to maintain our qualification as a REIT may limit our ability to rely upon rental payments from our leased properties or subsequently acquired properties in order to finance acquisitions. As a result, if debt or equity financing is not available on acceptable terms, further acquisitions might be limited or curtailed and completing proposed acquisitions may be adversely impacted. Furthermore, fluctuations in the price of our common stock may impact our ability to finance additional acquisitions through the issuance of common stock and/or cause significant dilution.

Reworded

As the landlord of gaming facilities, we are impacted by the risks associated with the gaming industry. Therefore, our success is to some degree dependent on the strength of the gaming industry, which could be adversely affected by economic conditions in general, changes in consumer trends and preferences and other factors over which our tenants have no control. As we are subject to risks inherent in substantial investments in a single industry, aA decrease in the gaming business may have a greater adverse effect on our revenues than if we owned a more diversified real estate portfolio, particularly because a component of the rent under our leases is based, over time, on the revenue of the gaming facilities operated by our tenants. Decreases in discretionary consumer spending brought about by weakened general economic conditions such as, but not limited to, high unemployment levels, higher income taxes, low levels of consumer confidence, weakness in the housing market, cultural and demographic changes, and increased stock market volatility may negatively impact our revenues and operating cash flow.

Reworded

The gaming industry is characterized by an increasing number of gaming facilities with an increasingly high degree of competition among a large number of participants, including riverboat casinos, dockside casinos, land-based casinos, video lottery, sweepstakes and poker machines not located in casinos, Native American gaming and other forms of gaming in the U.S. Furthermore, competition from alternative wagering products, such as internet lotteries, sweepstakes, social gaming products, daily fantasy sports and other internet wagering gaming services, online sports wagering or games of skill, which allow their customers a wagering alternative to the casino-style, such as remote home gaming or in non-casino settings, could divert customers from our properties and thus adversely affect our tenants and, indirectly, our business. Present state or federal laws that restrict the forms of gaming authorized or the number of competitors that offer gaming in the applicable jurisdiction are subject to change and may increase the competition affecting the business of our tenants and, indirectly, our business. Currently, there are proposals that would legalize several forms of internet gaming and other alternative wagering products in a number of states. Further, several states have already approved intrastate internet gaming and sports betting. ExpansionIn addition, prediction markets currently operate as federally regulated exchanges and, therefore, may operate in states that otherwise prohibit internet gaming. Prediction markets and the expansion of internet gaming and sports betting in other jurisdictions may compete with our traditional operations, which could have an adverse impact on our business and result of operations.

Reworded

Many jurisdictions also require any person who acquires beneficial ownership of more than a certain percentage of securities of a company licensed in such jurisdiction, typically 5%, to report the acquisition to gaming authorities, and gaming authorities may require such holders to apply for qualification or a finding of suitability, subject to limited exceptions for "institutional investors" that hold a company's voting securities for passive investment purposes only. Some jurisdictions may also limit the number of gaming licenses or gaming facilities in which a person or entity may hold an ownership or a controlling interest. Subject to certain regulations and administrative proceeding requirements, the gaming regulators have the authority to deny any application or limit, condition, restrict, revoke or suspend any license, registration, finding of suitability or approval, or fine any person licensed, registered or found suitable or approved, for any cause deemed reasonable by the gaming authorities.

Reworded

•Up to $940 million of construction hard costs for Bally’s Chicago, none$201.6 million of which hadhas been advanced as of December 31, 2024;2025. The permanent casino and entertainment destination remains under construction.

Reworded

•Up to $225 million for the relocation of PENN’s riverboat casino in Aurora, Illinois, none of which hadhas been advanced as of December 31, 2024;2025. The new facility is expected to open in the first half of 2026.

Removed

•At PENN’s election, up to $350 million for the relocation of Hollywood Casino Joliet, the construction of a hotel at Hollywood Casino Columbus and/or the construction of a second hotel tower at the M Resort Spa Casino, none of which has been requested by PENN as of December 31, 2024;

Removed

•$150 million for the development of the Hard Rock Casino in Rockford, IL, all of which had been advanced as of December 31, 2024;

Removed

•$110 million in connection with the Ione Loan, of which $15.1 million had been advanced as of December 31, 2024;

Reworded

•$111Development million for the developmentfunding of aup landsideto casino$175 at The Belle,million of which $35.1$48.5 million hadhas been advanced as of December 31, 2024;2025, for a potential transaction at the former Tropicana Las Vegas site with Bally's.

Added

•$110 million related to the Ione Loan, $56.6 million of which has been advanced as of December 31, 2025. The facility is anticipated to open in February 2026.

Reworded

•$16.5 million for the landside development of a landside casinoproject at the Queen Casino Marquette, none$9.6 million of which hadhas been advanced as of December 31, 2024;2025.

Reworded

•UpFor tothe $150 millionrelocation of construction hard costs for PENN's Ameristar Casino Council Bluffs, an amount not to exceed the greater of (i) the construction hard costs associated with the project and (ii) $150 million, none of which hadhas been advanced as of December 31, 2024.2025.

Added

•A $225.3 million commitment to serve as the lead real estate financing partner for a new, integrated resort, Caesars Republic Sonoma County, that will be developed on the site of the current River Rock Casino. As of December 31, 2025, the Company had funded all of its $45.3 million term loan B commitment. The remaining $180 million delayed draw term loan has not been funded as of December 31, 2025.

Added

•A $467 million commitment to fund the land and hard cost development of the future Live! Virginia Casino & Hotel, in Petersburg, Virginia, being developed by The Cordish Companies and Bruce Smith Enterprise, none of which has been advanced as of December 31, 2025.

Reworded

If a developer fails to fund its portion of the development project or experiences cost overruns that impair its ability to complete the construction of a project, there could be adverse consequences associated with the funding, including a loss of the value of the property improvements, a developer claim against us for failure to perform under the funding documents if we choose to stop funding, increased costs to the developer that the developer is unable to pay, and a bankruptcy filing by the developer. Furthermore, construction projects have faced delays, including as a result of disruptions in supply chains, cost increases associated with building materials and construction services necessary for construction, and delays and costs associated with obtaining construction permits and complying with local regulations, all of which can result in cost overruns to complete such projects. During periods of capital market disruptions, replacement financing may not be available to the developer which in turn, may result in the developer’s inability to complete the project or, in the case of a construction loan, repay our loan in full. The failure of a developer to complete construction, these cost overruns or other related impacts, and the lack of availability of replacement financing, could materially and adversely effectaffect us.

Reworded

We might not be able to exercise customary enforcement rights as the lender under theour Ionetribal Loan.loans.

Reworded

The Ione Loan and loans extended under our agreements with the Dry Creek exposes us to several additional risks related to our ability to realize repayment of amounts lent in the event of a default by Ione,these parties, including risks that:

Reworded

•The limited waiver by Ione and Dry Creek and its development subsidiary of sovereign immunity granted under the loan documents may not be deemed enforceable, which could preclude us from exercising remedies or enforcing our rights under the loan documents;

Reworded

•We are not permitted to exercise customary foreclosure remedies on the fee simple ownership of the land or buildings that are intended to be constructed with proceeds of the Ione Loan,Loan or financing provided to Dry Creek, or replace the tribe or its operating subsidiary as the operator of the casino once it opens; and The assets of the tribe and its economic development subsidiaries may be insufficient to result in payment in full to us of the amounts lent to the tribe under the Ione Loan.

Added

•The assets of the tribe and its economic development subsidiaries may be insufficient to result in payment in full to us of the amounts lent to the tribe under the Ione Loan or financings provided to Dry Creek.

Reworded

Although we require our operators and tenants to undertake to indemnify us for certain environmental liabilities, including environmental liabilities they cause, the amount of such liabilities could exceed the financial ability of the tenant or operator to indemnify us. The presence of contamination or the failure to remediate contamination may adversely affect our ability to sell or lease the real estate or to borrow using the real estate as collateral.

Added

Our long-term, triple-net leases include rent escalations over specified periods that in some instances are fixed or capped and will generally continue to apply regardless of the amount of cash flows generated by the properties subject to such lease agreements.

Added

The annual rent escalations under our lease agreements will generally continue to apply regardless of the amount of cash flows generated by the subject properties. Accordingly, if the cash flows generated by such properties decrease, do not increase at the same rate as the rent escalations, or do not increase as anticipated, including in connection with any capital improvement projects, the rents payable under such lease agreements will over time comprise a higher percentage of the cash flows generated by the applicable tenant and/or guarantor, which could make it more difficult for them to meet their respective obligations to us under the lease agreements (and related guarantees, as applicable).

Added

We face certain risks related to our properties that are subject to ground and use lease arrangements.

Added

In certain instances, we may be the lessee under long-term ground lease arrangements, which are then subleased to our tenants, or make investments into properties that are subject to long-term ground lease arrangements, some of which may involve local municipalities, states and other governmental bodies as the applicable lessor. Unless extended, upon expiration of such leases, we will no longer have rights with respect to these properties or portions of the properties, as the case may be, which could impact our tenant’s ability to operate the property, which could, in turn, adversely affect our business, financial condition and results of operations. In addition, although payments under such leases are the responsibility of our tenants, these payments may be contractually increased over time, which could adversely affect our tenants’ and, therefore, our business, financial condition and results of operations. Further, we may rely on our tenants at such properties to maintain compliance with the terms of any such ground or use lease.

Added

Uncertainty regarding and changes in U.S. trade policies and tariffs may increase costs and adversely affect our tenants’, and, therefore, our financial condition.

Added

In recent years, the U.S. government has indicated its intent to alter its approach to international trade policy and renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements and treaties with foreign countries, and has made proposals and taken related actions. For example, the U.S. government has imposed, and may in the future further increase, tariffs on certain foreign goods, including from China, such as steel and aluminum. Some foreign governments, including China, have instituted retaliatory tariffs on certain U.S. goods. Changes in trade policy, including the imposition of new tariffs or the expansion of existing tariffs on imported goods, may increase the cost of construction materials, equipment, furnishings, technology, and other goods used in the development, renovation, maintenance, and operation of our properties, and may delay the completion of construction due to supply-chain disruptions. Such changes could, for example, have a material impact on the cost and projected timeline of Bally’s Chicago, on which construction began in late August 2024 and is projected to continue until at least late 2026.

Added

Under certain of our lease arrangements, our tenants are responsible for funding capital expenditures and maintenance obligations. Increased costs resulting from tariffs or trade restrictions could adversely affect our tenants’ operating margins, reduce cash flow available for rent payments, or cause tenants to defer, reduce, or renegotiate capital investment plans, which could negatively affect the long-term competitiveness and value of our properties. In some circumstances, increased costs or delays could also give rise to disputes regarding the allocation of responsibility for capital expenditures or maintenance under our leases.

Added

In addition, tariffs and related trade measures may contribute to broader inflationary pressures, which could increase interest rates, raise our cost of capital, and adversely affect the valuation of our real estate assets. Inflationary impacts on consumers may reduce discretionary spending on gaming, hospitality, and entertainment, which could further pressure our tenants’ revenues and financial condition. Trade restrictions or retaliatory measures could also affect international travel and tourism, which could further impact our tenants’ financial condition, results of operations, and cash flows.

Reworded

The maximum U.S. federal income tax rate applicable to income from "qualified dividends" payable by U.S. corporations to U.S. shareholders that are individuals, trusts and estates is currently 20%. Ordinary dividends payable by REITs, however, generally are not eligible for the reduced rates. However, for taxable years that begin after December 31, 2017, and before January 1, 20262017: (i) the U.S. federal income tax brackets generally applicable to ordinary income of individuals, trusts and estates have been modified (with the rates generally reduced) and (ii) shareholders that are individuals, trusts or estates are generally entitled to a deduction equal to 20% of the aggregate amount of ordinary income dividends received from a REIT (not including dividends that are eligible for the reduced rates applicable to "qualified dividend income" or treated as capital gain dividends), subject to certain limitations.

Reworded

The more favorable rates applicable to regular corporate qualified dividends could cause investors who are individuals, trusts or estates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the stock of REITs, including our stock, even taking into account the lower 37% maximum rate for ordinary income and the 20% deduction for ordinary REIT dividends received in taxable years beginning after December 31, 2017 and before January 1, 2026.2017.

Reworded

The Tax Cuts and Jobs Act made significant changes to the federal income taxation of individuals and corporations under the Code, generally effective for taxable years beginning after December 31, 2017.2017 many of which were extended by the OBBBA Act signed into law on July 4, 2025. In addition to reducing corporate and individual income tax rates, the Tax Cuts and Jobs Act eliminates or restricts various deductions that, along with other provisions, may change the way that we calculate our REIT taxable income and our TRS’s taxable income. Significant provisions of the Tax Cuts and Jobs Act that investors should be aware of include provisions that: (i) lower the corporate income tax rate to 21%, (ii) provide noncorporate taxpayers with a deduction of up to 20% of certain income earned through partnerships and REITs, (iii) limit the net operating loss deduction to 80% of taxable income, where taxable income is determined without regard to the net operating loss deduction itself, generally eliminate net operating loss carry backs and allow unused net operating losses to be carried forward indefinitely, (iv) expand the ability of businesses to deduct the cost of certain property investments in the year in which the property is purchased, (v) generally lower tax rates for individuals and other noncorporate taxpayers, while limiting deductions such as miscellaneous itemized deductions and state and local tax deductions, and (vi) limit the deduction for net interest expense incurred by a business to 30% of the "adjusted taxable income" of the taxpayer, but do not apply to certain small-business taxpayers or electing real property trades or businesses, including REITs. The effect of these, and the many other, changes made is highly uncertain, both in terms of their direct effect on the taxation of holders of our common stock and their indirect effect on the value of our assets or market conditions generally.

Reworded

To qualify to be taxed as a REIT for U.S. federal income tax purposes, we must ensure that, at the end of each calendar quarter, at least 75% of the value of our assets consist of cash, cash items, government securities and "real estate assets" (as defined in the Code), including certain mortgage loans and securities. The remainder of our investments (other than government securities, qualified real estate assets and securities issued by a TRS) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of our total assets (other than government securities, qualified real estate assets and securities issued by a TRS) can consist of the securities of any one issuer, and no more than 20% (25% for years beginning after December 31, 2025) of the value of our total assets can be represented by securities of one or more TRSs. Lastly, no more than 25% of the value of our total assets can be represented by unsecured debt of publicly traded REITs. If we fail to comply with these requirements at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences. As a result, we may be required to liquidate or forego otherwise attractive investments. These actions could have the effect of reducing our income and amounts available for distribution to our shareholders.

Reworded

As is customary for a public company target in a merger and acquisition transaction, Tropicana has no obligation to indemnify us or Caesars for any breaches of its representations and warranties or covenants included in the Tropicana Merger Agreement and the Amended Real Estate Purchase Agreement, or for any pre-closing liabilities or claims. While we have certain arrangements in place with Caesars in connection with certain limited pre-closing liabilities, if any issues arise post-closing (other than as provided for in the Third Amended and Restated Caesars Master Lease), we may not be entitled to sufficient, or any, indemnification or recourse from Tropicana or Caesars, which could have a materially adverse impact on our business and results of operations.

Management's Discussion & Analysis (MD&A) (10-K Item 7)

59new paragraphs
91removed paragraphs
35reworded paragraphs
16,469 → 9,924words in section

New heading “All defined terms included herein have the same meaning as those set forth in the Notes to the Consolidated Financial Statements contained within this Annual Report on Form 10-K.”

New heading “Key Trends That May Affect Our Business”

New heading “Tenant and Industry Performance”

New heading “Key 2025 Highlights”

New heading “Significant Achievements”

New heading “Operating Leases”

New heading “Investment in Leases – Financing Receivables”

New heading “Investment in Leases – Sales-Type Lease Investments”

New heading “Funding commitments”

Removed heading “PENN 2023 Master Lease and Amended PENN Master Lease”

Removed heading “Amended Pinnacle Master Lease, Boyd Master Lease and Belterra Park Lease”

Removed heading “Third Amended and Restated Caesars Master Lease”

Removed heading “Horseshoe St. Louis Lease”

Removed heading “Bally's Master Lease, Bally's Chicago Land Lease, Bally's Master Lease II and the Third Amended and Restated Casino Queen Master Lease”

Removed heading “Tropicana Las Vegas”

Removed heading “Morgantown Lease”

Removed heading “Maryland Live! Lease and Pennsylvania Live! Master Lease”

Removed heading “Rockford Lease and Rockford Loan”

Removed heading “Tioga Downs Lease”

Removed heading “Strategic Gaming Leases”

Removed heading “Our Competitive Strengths”

Removed heading “Geographically Diverse Property Portfolio”

Removed heading “Financially Secure Tenants”

Removed heading “Long-Term, Triple-Net Lease Structure”

Removed heading “Resilient Regional Gaming Characteristics”

Removed heading “Flexible UPREIT Structure”

Removed heading “Experienced and Committed Management Team”

Removed heading “Income Taxes - REIT Qualification”

Removed heading “Property transfer tax recovery”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: fine
“All defined terms included herein have the same meaning as those set forth in the Notes to the Consolidated Financial Statements contained within this Annual Report on Form 10-K.”
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Removed text topics: covenant, pandemic
“On June 15, 2020, the Company entered into the Amended and Restated Caesars Master Lease to, (i) extend the initial term of 15 years to 20 years, with renewals of up to an additional 20 years at the option of Caesars, (ii) remove the variable rent component in its entirety commencing with the third lease year, (iii) in the third lease year, increase annual land base rent and annual building base rent, (iv) provide fixed escalation percentages that delay the escalation of building base rent until the commencement of the fifth lease year with building base rent increasing annually by 1.25% in …”
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Removed text topics: default
“On December 16, 2024, the Company completed the purchase of the real property assets of both Bally’s Kansas City and Bally’s Shreveport for total consideration of approximately $395 million, which consisted of 137,309 OP units valued at $6.8 million and $338.6 million of cash, of which $332.5 million was funded on the Company's revolving credit facility with the remainder paid with cash on hand. …”
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Removed text topics: penalt, interest rate
“In addition to the Rockford Lease, the Company also committed to provide up to $150 million of development funding via the Rockford Loan. Any borrowings under the Rockford Loan will be subject to an interest rate of 10%. The Rockford Loan has a maximum outstanding period of up to 6 years (5-year initial term with a 1-year extension). The Rockford Loan is prepayable without penalty following the opening of the Hard Rock Casino in Rockford, IL, which occurred in late August 2024. As of December 31, 2024, $150 million was advanced and outstanding under the Rockford Loan. …”
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Removed text topics: default
“On September 11, 2024, the Company acquired the land for $250 million, subject to an existing ground lease with Bally's. The ground lease was amended at closing to provide for initial annual rent of $20 million (the "Bally's Chicago Land Lease"). The Bally's Chicago Land Lease is cross-defaulted with the construction development funding agreement. The parties anticipate entering into a new Bally's Chicago land lease to reflect the lease terms agreed upon between the Company and Bally's in the binding term sheet. …”
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Removed text topics: default
“On September 26, 2022, Bally’s acquired both GLPI’s building assets and PENN's outstanding equity interests in Tropicana Las Vegas for an aggregate cash acquisition price, net of fees and expenses, of approximately $145 million, which resulted in a pre-tax gain of $67.4 million, $52.8 million after-tax. …”
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Full comparison: every changed paragraph (185)

Green = added, red = removed. Unchanged paragraphs, 16 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Added

The following discussion and analysis of the financial condition and results of operations of Gaming and Leisure Properties, Inc. for the year ended December 31, 2025 should be read in conjunction with the audited consolidated Financial Statements and related notes thereto and other financial information contained elsewhere in this Annual Report on Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report on Form 10-K, including information with respect to our business and growth strategies, statements regarding the industry outlook and our expectations regarding the future performance of our business contained herein are forward looking statements. See "Important Factors Regarding Forward-Looking Statements" You should also review the "Risk Factors" section in Item 1A of this Annual Report on Form 10-K for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by such forward-looking statements.

Added

All defined terms included herein have the same meaning as those set forth in the Notes to the Consolidated Financial Statements contained within this Annual Report on Form 10-K.

Added

Overview

Added

We generate our revenues from long-term, triple-net leases and real estate backed financing arrangements with leading regional gaming operators. As a result, our operating profile is characterized by stable and predictable cash flows, limited operating expenses and high margins because tenants are responsible for property level costs, maintenance capital, taxes, insurance and all utilities and other costs necessary or appropriate for the leased properties and the business conducted on the properties. Our results therefore depend primarily on the contractual rent terms in our leases, the timing and level of funded capital commitments, and our ability to refinance our debt obligations and/or issue new borrowings on attractive terms, rather than the daily volatility of gaming operations.

Added

Our operations also include interest income from loans that produce fixed or variable returns which may convert into leased rent upon project completion or stabilization.

Added

Key Trends That May Affect Our Business

Added

Tenant and Industry Performance

Added

The majority of our tenants (and respective guarantors, as applicable) under our lease agreements are leading gaming operators across the United States. Rental payments under our lease agreements comprise, and are expected to continue to comprise, a substantial majority of our revenues. Accordingly, we are dependent on, among other things, our tenants' (and respective guarantors', as applicable) financial performance, the performance of the gaming properties and health of the economies where our leased properties are located.

Added

Property-level performance affects whether annual rent escalations are triggered for leases that require a minimum 1.8x rent coverage ratio, as well as for certain leases that include percentage rent provisions. However, percentage rent accounted for only 4.8% of our 2025 cash income.

Added

Key 2025 Highlights

Reworded

OurOperating OperationsResults

Added

•Collected 100% of contractual rent in cash.

Added

•Total revenues increased 4.1% year-over-year to $1.59 billion.

Added

•Net income attributable to common shareholders increased 5.2% year-over-year to $825.1 million and net income attributable to common shareholders per diluted share increased 2.8% to $2.95.

Added

Significant Achievements

Added

•Extended development funding commitments for the following projects:

Added

◦Completed funding for PENN’s M Resort hotel tower, which opened in December 2025, providing $150 million of financing at a 7.79% capitalization rate.

Added

◦Completed funding for PENN’s Hollywood Casino Joliet relocation, which opened in August 2025, providing $130 million of financing at a 7.75% capitalization rate.

Added

◦Completed funding for Casino Queen’s landside casino and hotel development at the former Belle of Baton Rouge site, which opened in December 2025, providing $111 million of financing at a 9.00% capitalization rate.

Added

◦Funded $201.6 million for Bally's Chicago at a 8.5% capitalization rate.

Added

◦Funded $9.6 million for the Casino Queen Marquette landside development project at a 8.25% capitalization rate.

Added

◦As of December 31, 2025, the Company has funded $56.6 million of the $110 million Ione Loan at an 11% interest rate for the tribe's Acorn Ridge casino development that is scheduled to open in February 2026.

Added

•Completed and/or announced the following acquisitions or development projects:

Added

◦On October 15, 2025, closed on the acquisition of Sunland Park Racetrack and Casino for $183.75 million with Strategic at an 8.16% capitalization rate.

Added

◦Agreed to a $225.3 million commitment, consisting of a $180 million delayed draw term loan at a fixed rate of 12.50% and a $45.3 million term loan B issued at an original issue discount of 3%, bearing interest at SOFR plus 900 basis points, with a SOFR floor of 1% to serve as the lead real estate financing partner for a new, integrated resort, Caesars Republic Sonoma County for Dry Creek, that will be developed on the site of the current River Rock Casino. The term loan B commitment was funded in December 2025. Upon or prior to the maturity of the six-year term loans, Dry Creek will lease the property back to an affiliate of GLPI and GLPI will sublease the property back to an affiliate of Dry Creek for no less than $112.5 million for 45 years at a 9.75% capitalization rate.

Added

◦In October 2025, the Company announced that it intends to acquire the real estate for the future site for Live! Virginia Casino & Hotel, a Cordish Company/Bruce Smith Enterprise casino and hotel development in Petersburg, Virginia. The capitalization rate on both the land acquisition of $27 million (which was acquired by GLPI on January 15, 2026) and the hard cost development funding of $440 million will be at 8.0%.

Added

◦In February 2025, agreed to fund, if requested by PENN, on or before March 31, 2029, construction improvements for the benefit of Ameristar Casino Council Bluffs in an amount not to exceed the greater of the hard costs associated with the project or $150 million at a 7.10% capitalization rate.

Added

•Financing and other

Added

◦Announced an increase to our quarterly cash dividend to $0.78 per share (or $3.12 per share on an annualized basis) in the second quarter of 2025, representing a 2.6% increase compared to the previous quarterly dividend.

Added

◦In June 2025, settled a forward sale agreement of 8,170,387 shares of our common stock for proceeds of $404.0 million. In the third quarter of 2025, the Company sold 7.59 million shares under forward sale agreements to raise gross proceeds of $363.3 million, subject to certain contractual adjustments. No amounts have been or will be recorded on the Company's balance sheet with respect to these forward sale agreements until settlement (which contractually mature in the third quarter of 2026 but may be settled prior to this time period at the Company's election).

Added

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

Removed

GLPI is a self-administered and self-managed Pennsylvania REIT. The Company was formed from the 2013 tax-free spin-off of the real estate assets of PENN and was incorporated in Pennsylvania on February 13, 2013, as a wholly-owned subsidiary of PENN. On November 1, 2013, PENN contributed to GLPI, through a series of internal corporate restructurings, substantially all of the assets and liabilities associated with PENN's real property interests and real estate development business, as well as the assets and liabilities of the TRS Properties and then spun-off GLPI to holders of PENN's common and preferred stock in the Spin-Off. The assets and liabilities of GLPI were recorded at their respective historical carrying values at the time of the Spin-Off.

Removed

The Company elected on its U.S. federal income tax return for its taxable year that began on January 1, 2014 to be treated as a REIT and the Company, together with its former indirect wholly-owned subsidiary, GLP Holdings, Inc., jointly elected to treat each of GLP Holdings, Inc., Louisiana Casino Cruises, Inc. (d/b/a Hollywood Casino Baton Rouge) and Penn Cecil Maryland, Inc. (d/b/a Hollywood Casino Perryville) as a TRS effective on the first day of the first taxable year of GLPI as a REIT. In connection with the Spin-Off, PENN allocated its accumulated earnings and profits (as determined for U.S. federal income tax purposes) for periods prior to the consummation of the Spin-Off between PENN and GLPI. In connection with its election to be taxed as a REIT for U.S. federal income tax purposes, GLPI declared a special dividend to its shareholders to distribute any accumulated earnings and profits relating to the real property assets and attributable to any pre-REIT years, including any earnings and profits allocated to GLPI in connection with the Spin-Off, to comply with certain REIT qualification requirements.

Removed

On July 1, 2021, the Company sold the operations of Hollywood Casino Perryville to PENN and leased the real estate to PENN pursuant to a standalone lease. On December 17, 2021, the Company sold the operations of Hollywood Casino Baton Rouge to Casino Queen and leased the real estate to Casino Queen pursuant to the Casino Queen Master Lease as described below. On December 17, 2021, GLPI declared a special dividend to the Company's shareholders to distribute the accumulated earnings and profits attributable to these sales. In 2021, subsequent to the sale of the operations of Hollywood Casino Perryville and Hollywood Casino Baton Rouge, GLP Holdings, Inc. was merged into GLP Capital. On February 7, 2025, Bally's completed its merger transactions with Standard General and its affiliates, and pursuant to the terms of the merger agreement, Casino Queen is now a subsidiary of Bally's.

Removed

During 2020, the Company and Tropicana LV, LLC, a wholly owned subsidiary of the Company that at the time held the real estate of the Tropicana Las Vegas, elected to treat Tropicana LV, LLC as a TRS. In September 2022, Bally's acquired both the building assets from GLPI and PENN's outstanding equity interests in Tropicana Las Vegas. GLPI retained ownership of the land and entered into a ground lease with Bally's. In connection with this transaction, Tropicana LV, LLC was merged into GLP Capital. GLPI paid a special earnings and profit dividend of $0.25 per share in the first quarter of 2023 related to the sale of the building to Bally's.

Removed

In connection with the UPREIT Transaction with Cordish, GLP Capital issued 7,366,683 newly-issued OP Units to affiliates of Cordish. OP Units are exchangeable for common shares of the Company on a one-for-one basis, subject to certain terms and conditions. Such issuance of OP Units to Cordish in exchange for its contribution of certain real property assets resulted in GLP Capital becoming treated as a partnership for income tax purposes, with GLPI being deemed to contribute substantially all of the assets and liabilities of GLP Capital in exchange for the general partnership and a majority of the limited partnership interests, and a minority limited partnership interest being owned by Cordish. In advance of the UPREIT Transaction, the Company, together with GLP Financing II, Inc. jointly elected for GLP Financing II, Inc. to be treated as a TRS effective December 23, 2021. On January 3, 2023, the Company issued 286,643 OP Units to affiliates of Bally's in connection with its acquisition of Bally's Biloxi and Bally's Tiverton. On February 6, 2024, the Company also issued 434,304 OP Units in connection with the acquisition of the real estate assets of Tioga Downs from American Racing. On December 16, 2024, the Company issued 137,309 OP Units in connection with its acquisition of Bally's Kansas City and Bally's Shreveport. There were 8,224,939 OP Units outstanding (other than OP Units held directly or indirectly by the Company) as of December 31, 2024.

Removed

GLPI's primary business consists of acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease arrangements. As of December 31, 2024, GLPI's portfolio consisted of interests in 68 gaming and related facilities, which was comprised of the real property associated with 34 gaming and related facilities operated by PENN, the real property associated with 6 gaming and related facilities operated by Caesars, the real property associated with 4 gaming and related facilities operated by Boyd, the real property associated with 15 gaming and related facilities operated by Bally's (including Casino Queen) and 1 facility under development with Bally's in Chicago, Illinois, the real property associated with 3 gaming and related facilities operated by Cordish, and 1 gaming facility managed by a subsidiary of Hard Rock, 3 gaming and related facilities operated by Strategic and 1 gaming and related facility operated by American Racing. These facilities, including our corporate headquarters building, are geographically diversified across 20 states. As of December 31, 2024, our properties were 100% occupied. We expect to continue growing our portfolio by pursuing opportunities to acquire additional gaming facilities to lease to gaming operators under prudent terms.

Removed

PENN 2023 Master Lease and Amended PENN Master Lease

Removed

As a result of the Spin-Off, GLPI owns substantially all of PENN’s former real property assets (as of the consummation of the Spin-Off) and leases back most of those assets to PENN for use by its subsidiaries pursuant to the Original PENN Master Lease. The Original PENN Master Lease was a triple-net operating lease, the term of which was scheduled to expire on October 31, 2033, with no purchase option, followed by three remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions extending to October 31, 2048.

Removed

On October 10, 2022, the Company announced that it agreed to create the PENN 2023 Master Lease for seven of PENN's properties. The companies also agreed to a funding mechanism to support PENN's pursuit of relocation and development opportunities at several of the properties included in the new master lease. The PENN 2023 Master Lease became effective on January 1, 2023. Pursuant to this agreement, the Amended PENN Master Lease was also created to remove PENN's properties in Aurora and Joliet, Illinois; Columbus and Toledo, Ohio; and Henderson, Nevada. The properties removed from the Original Penn Master Lease were added to the PENN 2023 Master Lease. In addition, the Meadows Lease and the Perryville Lease were terminated and these properties were transferred into the PENN 2023 Master Lease. Both the Amended PENN Master Lease and the PENN 2023 Master Lease are triple-net operating leases, the terms of which expire on October 31, 2033, with no purchase options, followed by three remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions extending to October 31, 2048.

Removed

GLPI agreed to fund up to $225 million for the relocation of PENN's riverboat casino in Aurora at a 7.75% cap rate and, if requested by PENN, will fund up to $350 million for the relocation of the Hollywood Casino Joliet, the construction of a hotel at Hollywood Casino Columbus, and the construction of a second hotel tower at the M Resort Spa Casino at then current market rates. PENN has not requested any funding for these projects to date.

Removed

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

Removed

In April 2016, the Company acquired substantially all of the real estate assets of Pinnacle for approximately $4.8 billion. GLPI originally leased these assets back to Pinnacle, under the Pinnacle Master Lease, the term of which expires on April 30, 2031, with no purchase option, followed by four remaining 5-year renewal options (exercisable by the tenant) on the same terms and conditions. On October 15, 2018, the Company completed the previously announced PENN-Pinnacle Merger to accommodate PENN's acquisition of the majority of Pinnacle's operations, pursuant to a definitive agreement and plan of merger between PENN and Pinnacle, dated December 17, 2017. Concurrent with the PENN-Pinnacle Merger, the Company amended the Pinnacle Master Lease to allow for the sale of the operating assets of Ameristar Casino Hotel Kansas City, Ameristar Casino Resort Spa St. Charles and Belterra Casino Resort from Pinnacle to Boyd and entered into the Boyd Master Lease for these properties on terms similar to the Company’s Amended Pinnacle Master Lease. The Boyd Master Lease has an initial term of 10 years (from the original April 2016 commencement date of the Pinnacle Master Lease and expiring April 30, 2026), with no purchase option, followed by five 5-year renewal options (exercisable by the tenant) on the same terms and conditions. The Company also purchased the real estate assets of Plainridge Park from PENN for $250.0 million, exclusive of transaction fees and taxes and added this property to the Amended Pinnacle Master Lease. The Amended Pinnacle Master Lease was assumed by PENN at the consummation of the PENN-Pinnacle Merger. The Company also entered into the Belterra Park Loan with Boyd in connection with Boyd's acquisition of Belterra Park. In May 2020, the Company acquired the real estate of Belterra Park in satisfaction of the Belterra Park Loan, subject to the Belterra Park Lease with a Boyd affiliate operating the property. The Belterra Park Lease rent terms are consistent with the Boyd Master Lease. The annual rent is comprised of a fixed component, part of which is subject to an annual escalator of up to 2% if certain rent coverage ratio thresholds are met, and a component that is based on the performance of the facilities which is adjusted, subject to certain floors, every two years to an amount equal to 4% of the average annual net revenues of Belterra Park during the preceding two years in excess of a contractual baseline.

Removed

Third Amended and Restated Caesars Master Lease

Removed

On October 1, 2018, the Company closed its previously announced transaction to acquire certain real property assets from Tropicana and certain of its affiliates pursuant to the Amended Real Estate Purchase Agreement. Pursuant to the terms of the Amended Real Estate Purchase Agreement, the Company acquired the real estate assets of Tropicana Atlantic City, Bally's Evansville, Tropicana Laughlin, Trop Casino Greenville and The Belle from Tropicana for an aggregate cash purchase price of $964.0 million, exclusive of transaction fees and taxes. Concurrent with the Tropicana Acquisition, Eldorado Resorts, Inc. (now doing business as Caesars) acquired the operating assets of these properties from Tropicana pursuant to an Agreement and Plan of Merger dated April 15, 2018 by and among Tropicana, GLP Capital, Caesars and a wholly-owned subsidiary of Caesars and leased the real property from the Company pursuant to the terms of the Caesars Master Lease.

Removed

On June 15, 2020, the Company entered into the Amended and Restated Caesars Master Lease to, (i) extend the initial term of 15 years to 20 years, with renewals of up to an additional 20 years at the option of Caesars, (ii) remove the variable rent component in its entirety commencing with the third lease year, (iii) in the third lease year, increase annual land base rent and annual building base rent, (iv) provide fixed escalation percentages that delay the escalation of building base rent until the commencement of the fifth lease year with building base rent increasing annually by 1.25% in the fifth and sixth lease years, 1.75% in the seventh and eighth lease years and 2% in the ninth lease year and each lease year thereafter, (v) subject to the satisfaction of certain conditions, permit Caesars to elect to replace the Bally's Evansville and/or Trop Casino Greenville properties under the Amended and Restated Caesars Master Lease with one or more of Caesars Gaming Scioto Downs, The Row in Reno, Isle Casino Racing Pompano Park, Isle Casino Hotel – Black Hawk, Lady Luck Casino – Black Hawk, Waterloo, Bettendorf or Isle of Capri Casino Boonville, provided that the aggregate value of such new property, individually or collectively, is at least equal to the value of Bally's Evansville or Trop Casino Greenville, as applicable, (vi) permit Caesars to elect to sell its interest in Belle of Baton Rouge and sever it from the Amended and Restated Caesars Master Lease (with no change to the rent obligation to the Company), subject to the satisfaction of certain conditions, and (vii) provide certain relief under the operating, capital expenditure and financial covenants thereunder in the event of facility closures due to pandemics, governmental restrictions and certain other instances of unavoidable delay. The effectiveness of the Amended and Restated Caesars Master Lease was subject to the review of certain gaming regulatory agencies and the expiration of applicable gaming regulatory advance notice periods which were received on July 23, 2020.

Removed

On December 18, 2020, the Company and Caesars entered into the Second Amended and Restated Caesars Master Lease in connection with the completion of the Exchange Agreement with subsidiaries of Caesars in which Caesars transferred to the Company the real estate assets of Waterloo and Bettendorf in exchange for the transfer by the Company to Caesars of the real property assets of Bally's Evansville, plus a cash payment of $5.7 million. In connection with the Exchange Agreement, the annual building base rent and the annual land component were increased.

Removed

On November 13, 2023, the Company and Caesars entered into the Third Amended and Restated Caesars Master Lease in connection with Caesars selling its interest in the Belle of Baton Rouge to Casino Queen with no change in rent obligation to the Company. See Note 12 for further discussion.

Removed

Horseshoe St. Louis Lease

Removed

On October 1, 2018 the Company entered into a loan agreement with Caesars in connection with Caesars’s acquisition of Horseshoe St. Louis, whereby the Company extended funds to Caesars under the CZR loan. On the one-year anniversary of the CZR loan, the mortgage evidenced by a deed of trust on the Horseshoe St. Louis property terminated and the loan became unsecured. On June 24, 2020, the Company received approval from the Missouri Gaming Commission to own the real estate assets of Horseshoe St. Louis property in satisfaction of the CZR loan. On September 29, 2020, the transaction closed and we entered into the Horseshoe St. Louis Lease, the initial term of which expires on October 31, 2033 with four separate renewal options of five years each, exercisable at the tenant's option. The Horseshoe St. Louis Lease rent terms was amended on December 1, 2021 to adjust the rent terms to fix the annual escalator at 1.25% for the second through fifth lease years, increasing to 1.75% for the sixth and seventh lease years and thereafter increasing by 2.0% for the remainder of the lease.

Removed

Bally's Master Lease, Bally's Chicago Land Lease, Bally's Master Lease II and the Third Amended and Restated Casino Queen Master Lease

Removed

On June 3, 2021, the Company completed its previously announced transaction pursuant to which a subsidiary of Bally's acquired 100% of the equity interests in the Caesars subsidiary that operated Bally's Evansville and the Company reacquired the real property assets of Bally's Evansville from Caesars for a cash purchase price of approximately $340.0 million. In addition, the Company purchased the real estate assets of Dover Downs Hotel & Casino (now Bally's Dover Casino Resort) from Bally's for a cash purchase price of approximately $144.0 million. The real estate assets of these two facilities were added to the Bally's Master Lease which has an initial term of 15 years, with no purchase option, followed by four five-year renewal options (exercisable by the tenant) on the same terms and conditions. Rent under the Bally's Master Lease is subject to contractual escalations based on the CPI, with a 1% floor and a 2% ceiling, subject to the CPI meeting a 0.5% threshold. The Bally's Master Lease has an initial term of 15 years, with no purchase option, followed by four 5-year renewal options (exercisable by the tenant) on the same terms and conditions.

Removed

The Company completed the acquisitions of the real estate assets of Bally's Black Hawk and Bally's Quad Cities on April 1, 2022 and Bally's Biloxi and Bally's Tiverton on January 3, 2023. The Bally's Master Lease was amended to add these properties with annual rent increases that are subject to the escalation clauses described above.

Removed

In connection with GLPI’s commitment to consummate the Bally’s Biloxi and Bally's Tiverton acquisitions, a deposit of $200.0 million funded by GLPI in September 2022 was returned to the Company along with a $9.0 million transaction fee that was recorded against the purchase price of the assets acquired. Concurrent with the closing, GLPI borrowed $600 million under its previously structured delayed draw term loan. The Company continues to have the option, subject to receipt by Bally's of required consents, to acquire the real property assets of Bally's Lincoln prior to December 31, 2026 for a purchase price of $735.0 million and additional rent of $58.8 million. The Company has also been granted a call right to acquire the property, subject only to regulatory approval, beginning on October 1, 2026 at the same terms.

Removed

On July 12, 2024, the Company announced that it entered into a binding term sheet with Bally’s pursuant to which the Company would acquire the real property assets of Bally’s Kansas City and Bally’s Shreveport as well as the land under Bally’s planned permanent Chicago casino site, and fund the construction of certain real property improvements of the Bally’s Chicago Casino Resort (“Bally’s Chicago”) for aggregate consideration of approximately $1.585 billion. The term sheet represents a binding agreement between the Company and Bally's unless or until superseded by long-form definitive documents reflecting mutually agreed transaction terms and conditions in further detail.

Removed

The Company intends to fund construction hard costs of up to $940.0 million for Bally's Chicago, with the remainder to be funded by Bally’s with the sale leaseback proceeds related to Bally’s Kansas City and Bally’s Shreveport along with other funding sources such as Bally’s Chicago’s planned initial public offering and cash flows from operations. Funding is expected to occur through December 2026. The Company will own all funded improvements, which will be leased to Bally’s with rent commencing as advances are made. As of December 31, 2024, no construction hard costs have been funded by the Company. The contemplated transactions are subject to several conditions as well as certain third-party consents and regulatory approvals.

Removed

On September 11, 2024, the Company acquired the land for $250 million, subject to an existing ground lease with Bally's. The ground lease was amended at closing to provide for initial annual rent of $20 million (the "Bally's Chicago Land Lease"). The Bally's Chicago Land Lease is cross-defaulted with the construction development funding agreement. The parties anticipate entering into a new Bally's Chicago land lease to reflect the lease terms agreed upon between the Company and Bally's in the binding term sheet. Upon completion of the improvements, the Company expects to own substantially all of the real estate land and improvements related to the Chicago casino and hotel for a total investment of $1.19 billion. Rental income on the land and development funding is being deferred until the project is substantially completed and ready for its intended use.

Removed

On December 16, 2024, the Company completed the purchase of the real property assets of both Bally’s Kansas City and Bally’s Shreveport for total consideration of approximately $395 million, which consisted of 137,309 OP units valued at $6.8 million and $338.6 million of cash, of which $332.5 million was funded on the Company's revolving credit facility with the remainder paid with cash on hand. The two properties are in a new triple net master lease that is cross-defaulted with the existing Bally’s Master Lease with the initial annual cash rent pursuant to the agreement for the two new properties of $32.2 million (the "Bally's Master Lease II"). The annual rent is subject to contractual escalations based on CPI with a 1% floor and a 2% ceiling, subject to CPI meeting a 0.5% threshold. Bally's Master Lease II has an initial term of 15 years with no purchase option, followed by four 5 year renewal options (exercisable by the tenant) on the same terms and conditions.

Removed

On February 7, 2025, Bally's completed its merger transactions with Standard General and its affiliates, and pursuant to the terms of the merger agreement, Casino Queen is now a subsidiary of Bally's.

Removed

On November 25, 2020, the Company entered into a definitive agreement with respect to the HCBR transaction. The HCBR transaction closed on December 17, 2021. The Company retained ownership of all real estate assets at Hollywood Casino Baton Rouge and simultaneously entered into the Second Amended and Restated Casino Queen Master Lease. The lease has an initial term of 15 years with four 5 year renewal options exercisable by the tenant on the same terms and conditions. See Note 12 for a discussion regarding such renewal options. Annual rent increases by 0.5% for the first six years. Beginning with the seventh lease year through the remainder of the lease term, if the CPI increases by at least 0.25% for any lease year then annual rent shall be increased by 1.25%, and if the CPI increase is less than 0.25% then rent will remain unchanged for such lease year. Additionally, the Company's landside development project at Casino Queen Baton Rouge was completed in late August 2023 and the rent under the Second Amended and Restated Casino Queen Master Lease was adjusted upon opening to reflect a yield of 8.25% on GLPI's project costs of $77 million. The Company then entered into an amendment to the Second Amended and Restated Casino Queen Master Lease in connection with the acquisition of the land and certain improvements at Casino Queen Marquette for $32.72 million on September 6, 2023. The annual rent on the Second Amended and Restated Casino Queen Master Lease was increased by $2.7 million for this acquisition. Additionally, the Company anticipates funding certain construction costs of a landside development project at Casino Queen Marquette for an amount not to exceed $16.5 million. The rent will be adjusted to reflect a yield of 8.25% for the funded project costs. The Company entered into the Third Amended and Restated Casino Queen Master Lease on November 13, 2023.

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What changed in the latest 10-Q

Comparing 10-Q filed 2026-07-30 (period ending 2026-06-30) with 10-Q filed 2026-04-23 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

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Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

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“•Total operating expenses decreased by $104.5 million for the six months ended June 30, 2026 as compared to the corresponding period in the prior year. The primary reason for the decrease was due to a decrease in the provision for credit losses of $100.1 million during the six months ended June 30, 2026. The provision decrease was due to the significant provision recorded in the prior year. This was due to a more pessimistic forward-looking economic forecast at June 30, 2025 compared to what was utilized at December 31, 2024. …”
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“The benefit recorded during the six months ended June 30, 2026 resulted primarily from an improvement in the estimated real estate values that will comprise the Company's real estate portfolio for the Virginia Live! development project partially offset by an increase in reserves associated with the Rockford Loan following the extension of its maturity date to December 31, 2029. The provisions during the three and six months ended June 30, 2025 were primarily driven by a sequential deterioration in the third-party forward-looking economic outlook used in the Company's CECL reserve calculations. …”
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Reworded

Paragraph as it now reads, with added and removed wording marked:

•Total operating expenses decreased by $49.8$54.7 million for the three months ended MarchJune 31,30, 2026 as compared to the corresponding period in the prior yearyear. The primary reason for the decrease was due to a decrease in the provision for credit losses of $49.4$50.7 million during the three months ended MarchJune 31,30, 2026.2026 compared to the corresponding period in the prior year. The provision decrease was due to the significant provision recorded in the threeprior monthyear. periodThis endedwas Marchdue 31, 2025 that resulted fromto a more pessimistic forward lookingforward-looking economic forecast and higher weighting to such forecastutilized at MarchJune 31,30, 2025 compared to December 31, 2024. Additionally, the benefit recorded during the three month period ended March 31, 20262025. resulted from an improvement in the estimated real estate values that will comprise the Company's real estate portfolio for the Virginia Live! development project. Finally,Additionally, general and administrative expenses decreased by $0.8$2.7 million due primarily from lower stock basedstock-based compensation costs and deal costs. The Company also incurred lower depreciation expense comparedof $2.7 million due to accelerated depreciation in the corresponding period in the prior year awards.related to the historical Hollywood Casino Joliet and Hollywood Casino Aurora properties being redeveloped by PENN, partially offset by depreciation on recently acquired and developed assets. Partially offsetting these decreases was a $1.2 million writedown on land associated with the former Hollywood Casino Aurora property during the three months ended June 30, 2026.
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“Net income, FFO, AFFO and Adjusted EBITDA were $474.3 million, $606.3 million, $601.1 million, and $798.5 million for the six months ended June 30, 2026, respectively. This compares to net income, FFO, AFFO and Adjusted EBITDA of $326.5 million, $459.7 million, $548.1 million and $721.6 million for the corresponding period in the prior year. The increase in net income of $147.8 million was primarily attributable to lower operating expenses of $104.5 million (which was driven by a decline in the provision for credit losses of $100.1 million) and an increase in total revenues of $60.4 million. …”
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Reworded

The following discussion and analysis of the financial position and operating results of Gaming and Leisure Properties, Inc. for the three and six months ended MarchJune 31,30, 2026 should be read in conjunction with the Financial Statements and related notes thereto and other financial information contained elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes for the year ended December 31, 2025. All defined terms included herein have the same meaning as those set forth in the Notes to the Consolidated Financial Statements contained within this Quarterly Report on Form 10-Q.

Reworded

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

Reworded

Since 2021, the Company has been structured as an umbrella partnership REIT under which substantially all of our business is conducted through GLP Capital, the day-to-day management of which is exclusively controlled by GLPI. GLPI has no material assets other than its investment in GLP Capital. GLPI issues equity from time to time and is obligated to contribute the net proceeds from those offerings to GLP Capital. As of MarchJune 31,30, 2026, GLPI holds a 96.8%96.9% controlling financial interest in the operating partnership.

Reworded

The Company has disclosed the following key terms of its Mastermaster Leasesleases and Singlesingle-property Property Leasesleases in the tables below, along with the properties within each lease at MarchJune 31,30, 2026. We believe the following key terms are important for users of our financial statements to understand.

Reworded

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

Reworded

•The reported coverage ratios below with respect to our tenants' rent coverage over the trailing twelve months were provided by our tenants for the most recently available time period. GLPI has not independently verified the accuracy of the tenants' information and therefore makes no representation as to its accuracy. Rent coverage ratios are not reported for ground leases, leases withand development projects,projects ornor on leases that have been in effect for less than twelve months.

Reworded

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

Reworded

(6) Coverage ratio above is proformapro forma for the acquisition of the real estate assets of Bally's Twin River Lincoln Casino Resort which closed on February 11, 2026.

Reworded

(3) Coverage ratio above is proformapro forma for the acquisition of the real estate assets of Sunland Park which closed on October 15, 2025.

Added

(3) During the construction period, amounts funded for the Virginia Live! development are accounted for as real estate loans because the lessee controls the underlying asset under construction. Upon completion of construction and when the facility is ready for its intended use, the Company will apply the sale and leaseback guidance to determine the appropriate lease classification. Pursuant to the lease agreement, the initial lease term expires on the last day of the calendar month in which the 39th anniversary of the facility's opening occurs, and annual rent escalations commence on the first anniversary of the facility's opening date. Accordingly, the lease expiration date and rent escalation anniversary date will be determined upon the facility's opening date.

Removed

(3) The initial term of the lease will expire on the last day of the calendar month on the 39th anniversary of the facility's opening date. The annual escalation will occur upon the first anniversary of the facility's opening date.

Reworded

As of MarchJune 31,30, 2026, we have entered into various commitments or call rights to finance/acquire future investments in gaming and related facilities for our tenants. These are detailed in the table below. Our tenants retain the option to decline our financing for certain projects and may seek alternative financing solutions. The inclusion of a commitment in this disclosure does not guarantee that the financing will be utilized by the tenant in circumstances where a tenant has the option. See Note 1 in the Notes to the Condensed Consolidated Financial Statements for further details.

Removed

(1) PENN anticipates completing the relocation of its Aurora, Illinois riverboat casino to a land-based facility on June 24, 2026, pending customary regulatory approvals. The Company anticipates funding $225 million at a 7.75% capitalization rate for this project on or about June 24, 2026.

Reworded

For further information on our critical accounting estimates, see Item 7. "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and the Notes to our audited consolidated financial statements included in our most recent Annual Report. There has been no material change to these estimates for the three and six months ended MarchJune 31,30, 2026.

Reworded

We reported total revenues and income from operations of $420.0$430.5 million and $333.3$332.4 million, respectively, for the three months ended MarchJune 31,30, 2026, compared to $395.2$394.9 million and $258.8$242.1 million, respectively, for the corresponding period in the prior year. The Company reported total revenues and income from operations of $850.5 million and $665.7 million, respectively for the six months ended June 30, 2026 compared to $790.1 million and $500.9 million for the corresponding period in the prior year.

Reworded

The major factors affecting our results for the three and six months ended MarchJune 31,30, 2026, as compared to the three and six months ended MarchJune 31,30, 2025, were as follows:

Reworded

•Total income from real estate increased by $24.8$35.6 million to $420.0$430.5 million for the three months ended MarchJune 31,30, 2026 compared to $395.2$394.9 million for the corresponding period in the prior year. The reason for the increase was primarily due to our recent acquisitions and development activities which in the aggregate increased cash rental income by $28.2$38.7 million for the three months ended MarchJune 31,30, 2026. Additionally, the three months ended MarchJune 31,30, 2026 benefited by $4.4$4.5 million compared to the corresponding period in the prior year from escalations on our leases, higher accretionground onrent its investment in leases of $0.5 million, favorable variable rentsrevenue of $0.2 million and higher ground rent revenueaccretion of $0.3$0.5 million.million Partiallyon offsettingour theseinvestment increasesin wereleases partially offset by unfavorable straight-line rent adjustments of $8.9$7.9 million and lower percentage rents of $0.4 million compared to the corresponding period in the prior year.

Added

•Total income from real estate increased by $60.4 million to $850.5 million for the six months ended June 30, 2026 compared to $790.1 million for the corresponding period in the prior year. The reason for the increase was primarily due to our recent acquisitions which in the aggregate increased cash rental income by $67.0 million for the six months ended June 30, 2026. Additionally, the six months ended June 30, 2026 benefited by $8.9 million compared to the corresponding period in the prior year from escalations on our leases, higher ground rent revenue of $0.5 million and higher accretion of $1.0 million on our investment in leases. These items were partially offset by unfavorable straight-line rent adjustments of $16.8 million and lower percentage rents of $0.2 million compared to the corresponding period in the prior year.

Reworded

•Total operating expenses decreased by $49.8$54.7 million for the three months ended MarchJune 31,30, 2026 as compared to the corresponding period in the prior yearyear. The primary reason for the decrease was due to a decrease in the provision for credit losses of $49.4$50.7 million during the three months ended MarchJune 31,30, 2026.2026 compared to the corresponding period in the prior year. The provision decrease was due to the significant provision recorded in the threeprior monthyear. periodThis endedwas Marchdue 31, 2025 that resulted fromto a more pessimistic forward lookingforward-looking economic forecast and higher weighting to such forecastutilized at MarchJune 31,30, 2025 compared to December 31, 2024. Additionally, the benefit recorded during the three month period ended March 31, 20262025. resulted from an improvement in the estimated real estate values that will comprise the Company's real estate portfolio for the Virginia Live! development project. Finally,Additionally, general and administrative expenses decreased by $0.8$2.7 million due primarily from lower stock basedstock-based compensation costs and deal costs. The Company also incurred lower depreciation expense comparedof $2.7 million due to accelerated depreciation in the corresponding period in the prior year awards.related to the historical Hollywood Casino Joliet and Hollywood Casino Aurora properties being redeveloped by PENN, partially offset by depreciation on recently acquired and developed assets. Partially offsetting these decreases was a $1.2 million writedown on land associated with the former Hollywood Casino Aurora property during the three months ended June 30, 2026.

Added

•Total operating expenses decreased by $104.5 million for the six months ended June 30, 2026 as compared to the corresponding period in the prior year. The primary reason for the decrease was due to a decrease in the provision for credit losses of $100.1 million during the six months ended June 30, 2026. The provision decrease was due to the significant provision recorded in the prior year. This was due to a more pessimistic forward-looking economic forecast at June 30, 2025 compared to what was utilized at December 31, 2024. Additionally, general and administrative expenses decreased by $3.4 million due primarily from lower stock-based compensation costs and deal costs. The Company also incurred lower depreciation expense of $2.6 million due to accelerated depreciation in the prior year related to the historical Hollywood Casino Joliet and Hollywood Casino Aurora properties being redeveloped by PENN, partially offset by depreciation on recently acquired and developed assets. Partially offsetting these decreases was the aforementioned $1.2 million land writedown associated with the former Hollywood Casino Aurora property and higher land rights and ground lease expense of $0.5 million due to the acquisition of the assets in Bally's Master Lease II.

Added

•Other expenses increased by $11.5 million and $17.0 million for the three and six months ended June 30, 2026, primarily due to higher interest expense of $10.8 million and $9.4 million associated with the Company's increased borrowings to fund our recent acquisitions and lower interest income of $0.7 million and $7.3 million, respectively from lower cash on hand and investments.

Removed

•Other expenses increased by $5.5 million for the three months ended March 31, 2026, primarily due to lower interest income of $6.6 million from lower average interest earning balances in the current year partially offset by lower interest expense of $1.4 million.

Reworded

•Net income increased by $69.0$78.8 million and $147.8 million for the three and six months ended MarchJune 31,30, 2026, as compared to the corresponding periods in the prior year, primarily due to the variances explained above.

Reworded

The consolidated results of operations for the three and six months ended MarchJune 31,30, 2026 and 2025 are summarized below:

Reworded

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

Reworded

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

Reworded

The reconciliation of the Company’s net income per GAAP to FFO, AFFO, and Adjusted EBITDA for the three and six months ended MarchJune 31,30, 2026 and 2025 is as follows:

Reworded

Net income, FFO, AFFO and Adjusted EBITDA were $239.4$234.9 million, $302.3 million, $304.0 million, $297.1 million, and $393.0$405.5 million for the three months ended MarchJune 31,30, 2026, respectively. This compares to net income, FFO, AFFO and Adjusted EBITDA of $170.4$156.2 million, $234.8$224.9 million, $272.0$276.1 million and $360.1$361.5 million for the corresponding period in the prior year. The increase in net income of $69.0$78.8 million was primarily attributable to an increase in total revenues of $24.8 million, lower operating expenses of $49.8$54.7 million (which was driven by the declinedecrease in the provision for credit losses of $49.4$50.7 million) and an increase in total revenues of $35.6 million. This was partially offset by higher other expenses of $5.5$11.5 million (driven by lower averagehigher interest earningsexpense assets).to partially finance our acquisitions.

Added

Net income, FFO, AFFO and Adjusted EBITDA were $474.3 million, $606.3 million, $601.1 million, and $798.5 million for the six months ended June 30, 2026, respectively. This compares to net income, FFO, AFFO and Adjusted EBITDA of $326.5 million, $459.7 million, $548.1 million and $721.6 million for the corresponding period in the prior year. The increase in net income of $147.8 million was primarily attributable to lower operating expenses of $104.5 million (which was driven by a decline in the provision for credit losses of $100.1 million) and an increase in total revenues of $60.4 million. This was partially offset by higher other expenses of $17.0 million (driven by higher interest expense to partially finance our acquisitions and lower interest income earned on cash and investments) The increases in FFO for the three and six months ended June 30, 2026 were due to the items described above, excluding gains from dispositions of property and real estate depreciation. The increases in AFFO and Adjusted EBITDA were due to the items described above, as well as the adjustments mentioned in the tables above.

Removed

The increase in FFO for the three months ended March 31, 2026 was due to the items described above, excluding gains from dispositions of property and real estate depreciation. The increases in AFFO and Adjusted EBITDA were due to the items described above, as well as the adjustments mentioned in the tables above.

Reworded

Revenues for the three and six months ended MarchJune 31,30, 2026 and 2025 were as follows (in thousands):

Reworded

•Total income from real estate increased by $24.8$35.6 million to $420.0$430.5 million for the three months ended MarchJune 31,30, 2026 compared to $395.2$394.9 million for the corresponding period in the prior year. The reason for the increase was primarily due to our recent acquisitions and development activities which in the aggregate increased cash rental income by $28.2$38.7 million for the three months ended MarchJune 31,30, 2026. Additionally, the three months ended MarchJune 31,30, 2026 benefited by $4.4$4.5 million compared to the corresponding period in the prior year from escalations on our leases, higher accretionground onrent its investment in leases of $0.5 million, favorable variable rentsrevenue of $0.2 million and higher ground rent revenueaccretion of $0.3$0.5 million.million Partiallyon offsettingits theseInvestment increasesin wereleases partially offset by unfavorable straight-line rent adjustments of $8.9$7.9 million and lower percentage rents of $0.4 million compared to the corresponding period in the prior year.

Added

•Total income from real estate increased by $60.4 million to $850.5 million for the six months ended June 30, 2026 compared to $790.1 million for the corresponding period in the prior year. The reason for the increase was primarily due to our recent acquisitions which in the aggregate increased cash rental income by $67.0 million for the six months ended June 30, 2026. Additionally, the six months ended June 30, 2026 benefited by $8.9 million compared to the corresponding period in the prior year from escalations on our leases, higher ground rent revenue of $0.5 million and higher accretion of $1.0 million on its Investment in leases. These items were partially offset by unfavorable straight-line rent adjustments of $16.8 million and lower percentage rents of $0.2 million compared to the corresponding period in the prior year.

Reworded

Details of the Company's income from real estate for the three and six months ended MarchJune 31,30, 2026 was as follows (in thousands)

Removed

(1) Current year amount includes $0.1 million of tenant improvement allowance amortization.

Reworded

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

Reworded

Operating expenses for the three and six months ended MarchJune 31,30, 2026 and 2025 were as follows (in thousands):

Reworded

Land rights and ground lease expense includes the amortization of land rights and rent expense related to the Company's long-term ground leases. Land rights and ground lease expense increased by $0.2 million and $0.5 million for the three and six months ended MarchJune 31,30, 2026, as compared to the corresponding period in the prior year due to the acquisition of the real estate assets in Bally's Master Lease II.

Reworded

General and administrative expenses include items such as compensation costs (including stock basedstock-based compensation), professional services and costs associated with development activities. General and administrative expenses decreased by $0.8$2.7 million and $3.4 million for the three and six months ended MarchJune 31,30, 2026,2026 as compared to the corresponding period in the prior year. The decreaseThis was primarily attributabledue to a $0.8 million reduction inlower stock-based compensation expensecosts, relativedeal toand theacquisition prior year.costs.

Added

Losses (gains) from dispositions

Added

The three months and six months ended June 30, 2026 included a write-off of $1.2 million related to the land for the former Hollywood Casino Aurora property.

Added

Depreciation

Added

Depreciation expense decreased by $2.7 million and $2.6 million for the three and six months ended June 30, 2026 as compared to the corresponding period in the prior year due to accelerated depreciation in the prior year related to the former Hollywood Casino Joliet and Hollywood Casino Aurora properties being redeveloped by PENN, partially offset by depreciation on recently acquired and developed assets.

Reworded

The Company recorded a benefitprovision for credit losses of $10.1$3.0 million and a benefit of $7.2 million for the three and six months ended MarchJune 31,30, 2026 compared to a provision of $39.2$53.7 million and $93.0 million for the corresponding periodperiods in the prior year. As described in Note 3, the Company follows ASC 326 “Credit Losses”, which requires that the Company measure and record current expected credit losses, the scope of which includes our Investments in leases, financing receivables, net as well as the Company's real estate loans and related loan commitment.commitments.

Added

The benefit recorded during the six months ended June 30, 2026 resulted primarily from an improvement in the estimated real estate values that will comprise the Company's real estate portfolio for the Virginia Live! development project partially offset by an increase in reserves associated with the Rockford Loan following the extension of its maturity date to December 31, 2029. The provisions during the three and six months ended June 30, 2025 were primarily driven by a sequential deterioration in the third-party forward-looking economic outlook used in the Company's CECL reserve calculations. The macroeconomic forecast as of March 31, 2025, was more pessimistic than the forecast used as of December 31, 2024, resulting in a provision during the three months ended March 31, 2025. The outlook further deteriorated as of June 30, 2025, leading to an additional provision during the three months ended June 30, 2025. Future changes in economic projections, probability factors, changes in the estimated value of our real estate property and earnings assumptions at the underlying facilities may result in non-cash provisions or recoveries in future periods that could materially impact our results of operations.

Removed

The reason for the year over year variance in the provision was due to the significant charge in the three month period ended March 31, 2025 that resulted from a more pessimistic forward looking economic forecast and higher weighting to such forecast at March 31, 2025 compared to December 31, 2024. Additionally, the benefit recorded during the three month period ended March 31, 2026 resulted from an improvement in the estimated real estate values that will comprise the Company's real estate portfolio for the Virginia Live! development project. Future changes in economic projections, probability factors, changes in the estimated value of our real estate property and earnings assumptions at the underlying facilities may result in non-cash provisions or recoveries in future periods that could materially impact our results of operations.

Reworded

Other income (expenses) for the three and six months ended MarchJune 31,30, 2026 and 2025 were as follows (in thousands):

Reworded

Interest expense decreasedincreased by $1.4$10.8 million and $9.4 million for the three and six months ended MarchJune 31,30, 2026, as compared to the corresponding period in the prior year. The increase was due to increased borrowings that partially funded our recent acquisitions.

Removed

Interest income

Removed

Interest income declined by $6.6 million for the three months ended March 31, 2026 due to lower average interest earning balances in the current year.

Reworded

The Company’s net income or loss is allocated to noncontrolling interests based on the respective ownershipeconomic or voting percentageinterests in the Operating Partnership associated with such noncontrolling interests and is removed from consolidated income or loss on the Condensed Consolidated Statements of OperationsIncome in order to derive net income or loss attributable to common stockholders. The noncontrolling ownership percentage is calculated by dividing the aggregateeconomically number ofparticipating LTIP Units and OP Units by the total numbereconomically ofparticipating units and shares outstanding.

Reworded

Net cash provided by operating activities was $270.2$619.8 million and $252.5$545.9 million during the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. The increase in net cash provided by operating activities of $17.7$74.0 million for the threesix months ended MarchJune 31,30, 2026, as compared to the corresponding period in the prior year, was primarily comprised of an increase in cash receipts from customers of $32.8$75.6 million along with a decreasedecreases in cash paid for interestoperating expenseexpenses of $9.4$5.2 million and cash paid for interest of $13.9 million. This was partially offset by increases in cash paid for operating expensesemployees and employeescash paid for taxes of $4.6$2.2 million and $2.1$0.1 million, respectively.respectively, Finally,and casha receiveddecrease onin interest income declinedof by $17.5$18.3 million. The increase in cash receipts collected from our customers for the threesix months ended MarchJune 31,30, 2026, as compared to the corresponding period in the prior year, was due to increased rental income from the Company's recent acquisitionacquisitions and development activity as well as lease escalations.

Reworded

The decline in cash paid for interest expense relates to higher capitalized interest due to our continued development costs at Bally's Chicago, timing differences on bond interest payments due to our bond redemptions and issuances during the threesix months ended MarchJune 31,30, 2026, and lower market interest rates on our variable rate debt as well as higher capitalized interest due to our continued development costs at Bally's Chicago.debt. The increasedecrease in cash paid for operating expenses is primarily attributable to changes in working capital accounts and the increase in cash paid to employees is primarily attributable to a severance payment to a former executive.

Reworded

Investing activities used cash of $853.5$1,262.8 million and provided cash of $534.0$500.4 million during the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. Net cash used by investing activities during the threesix months ended MarchJune 31,30, 2026 primarily consisted of $688.0$904.3 million for the acquisition of the Bally's Lincoln real estate assets which were added to theof Bally's IILincoln Masterand Lease,PENN's Hollywood Casino Aurora landside development, additional loan fundings of $54.1$69.4 million, $296.2 million for real estate construction costs for Bally's Chicago and to a lesser extent Bally's Marquette and $9.1 million for expenditures of property and equipment and capital expendituresexpenditures. This was partially offset by the principal payments on real estate loans of $111.5$16.2 million primarily related to Bally's Chicago.million. The net cash provided by investing activities for the threesix months ended MarchJune 31,30, 2025 primarily consisted primarily of the maturity of zero coupon U.S. Treasury Bills totaling $550.0 million, partially offset by Ione$5.0 Loanmillion fundingsfor the acquisition of $3.2the millionreal andestate assets which were added to the Bally's Master Lease, capital expenditures of $12.9$34.1 million and loan fundings of $10.7 million.

Reworded

Financing activities provided cash of $633.5$737.6 million and used cash of $1,080.3$904.7 million during the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. Net cash provided by financing activities duringfor the threesix months ended MarchJune 31,30, 2026 wasprimarily drivenconsisted byof $2,156.9 million in proceeds from the issuance of long termlong-term debt and $350.8 million in net proceeds from the issuance of $2,156.9common million,stock. This was partially offset by the repayment of long term debt of $1,279.9$1,280.8 million, dividend payments of $221.1$459.7 million, non-controllingnoncontrolling interest distributions of $6.9$14.1 million, and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $6.3 millionmillion, and new debt issuance costs of $9.1 million. Cash used in financing activities during the threesix months ended MarchJune 31,30, 2025 was driven by the repayment of long term debt of $850.1 million, dividend payments of $209.1$430.0 million, noncontrolling interest distributions of $6.3$12.8 millionmillion, and taxes paid related to shares withheld for tax purposes on restricted stock award vestings of $14.8 million.million, partially offset by $403.0 million of net proceeds from the issuance of common stock.

Reworded

During the threesix months ended MarchJune 31,30, 2026 and 2025, we spent approximately $111.5$296.2 million and $12.9$34.1 million, respectively, for capital expenditures. The majority of the capital expenditures in 2026 wereare related to the Bally's Chicago development projectproject. andThe expenditures in 2025 were related to a land side and hotel development project at Bally'sThe Marquette.Belle.

Reworded

The Company has access to a $2.09 billion variable rate Revolver under its Credit Agreement, of which $330.8$330.0 million is outstanding as of MarchJune 31,30, 2026. Additionally, the Company was contingently obligated under letters of credit issued pursuant to the Credit Agreement with face amounts aggregating approximately $0.4 million, resulting in $1,758.8$1,759.6 million of available borrowing capacity under the Credit Agreement as of MarchJune 31,30, 2026.

Reworded

The Company has $8.08 billion of debt outstanding with a weighted average maturity and interest rate of 7.16.9 years and 5.08%,5.07%, respectively as of MarchJune 31,30, 2026. The majority of the Company's debt obligations have fixed interest rates from the issuance of its senior unsecured notes. During the threesix months ended MarchJune 31,30, 2026, the Company issued $800 million of 5.625% Senior Notes that will mature on March 1, 2036 at an issue price of 99.857% of the principal amount. The proceeds of the offering were utilized to repay borrowings under the 2022 Term Loan Credit FacilityAgreement and for working capital and general corporate purposes. During the threesix month period ended MarchJune 31,30, 2025, the Company redeemed its $850 million 5.250% note that was due in June 2025. See Note 7 for the future minimum repayments of the Company's debt obligations and additional discussion.

Reworded

As of June 30, 2026, GLPI owns 96.8%96.9% of the assetsoutstanding units of GLP Capital and conducts all of its operations substantially through the operating partnership. Based on the amendments to Rule 3-10 of Regulation S-X that the SEC released on January 4, 2021, we note that since GLPI fully and unconditionally guarantees the debt securities of the Issuers and consolidates both Issuers, we are not required to provide separate financial statements for the Issuers and GLPI since they are consolidated into GLPI and the GLPI guarantee is "full and unconditional".

GLPI insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 1 trade date, 10,000 shares, about $422.4K) and open-market sales in 1 filing (1 insider, 1 trade date, 3,000 shares, about $145.0K). Net open-market shares: 7,000 (purchases minus sales); net value about $277.4K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

Trade dateInsiderTransactionSharesPriceValueOwned afterFiling
2026-08-18Shanks Earl C
Director
Open-market purchase 10,000$42.24 $422.4K107,259 SEC
2026-06-10Urdang E Scott
Director
Open-market sale 3,000$48.32 $145.0K127,429 SEC

Well-known investors holding GLPI (13F)

InvestorQuarterSharesReported value% of their 13FChange vs prior quarter
Dodge & Cox COM2026-06-3013,773,135$613.3M0.32%Added 2%
Citadel Advisors (Ken Griffin) COM2026-06-306,117,830$272.4M0.16%Added 9%
AQR Capital Management (Cliff Asness) COM2026-06-301,957,938$87.2M0.03%Reduced 15%
Renaissance Technologies COM2026-06-301,220,130$54.3M0.07%No change
Gotham Asset Management (Joel Greenblatt) COM2026-06-30346,354$15.4M0.04%Added 20%
Two Sigma Investments COM2026-06-30168,028$7.5M—Sold out
Point72 Asset Management (Steve Cohen) COM2026-06-3088,850$4.0M0.01%New position
Bridgewater Associates COM2026-06-3035,706$1.6M0.01%New position
Millennium Management (Israel Englander) COM2026-06-309,502$423.1K0.0%Reduced 96%
D. E. Shaw & Co. COM2026-06-306,843$304.7K0.0%New position

13F reports are filed up to 45 days after quarter end and show long U.S. equity positions only; options positions are omitted here.

Coming soon: email alerts when GLPI files, watchlists and downloadable comparisons.