Notes to the Condensed Consolidated Financial Statements
(unaudited)
1. Business and Operations
Gaming and Leisure Properties, Inc. ("GLPI") is a self-administered and self-managed Pennsylvania real estate investment trust ("REIT"). GLPI (together with its subsidiaries, the "Company") was incorporated as a wholly-owned subsidiary of PENN Entertainment, Inc., formerly known as Penn National Gaming, Inc. (NASDAQ: PENN) ("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 Hollywood Casino Baton Rouge and Hollywood Casino Perryville and then spun-off GLPI to holders of PENN's common and preferred stock in a tax-free distribution (the "Spin-Off").
Since 2021, the Company has been structured as an umbrella partnership REIT under which substantially all of its business is conducted through GLP Capital, L.P. ("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 March 31, 2026, GLPI owned approximately 96.8% of the outstanding units of GLP Capital with the remaining 3.2% owned by third party limited partners who (directly or through affiliates) contributed properties to GLP Capital in exchange for consideration that was partially funded through the issuance of operating partnership units ("OP Units") and holders of long term incentive plan units ("LTIP Units"). The OP Units and LTIP Units once vested are exchangeable on a one for one basis for common shares of the Company. The Company's common stock is listed on the NASDAQ under the ticker symbol GLPI.
All debt of the Company, including revolving credit facilities, term loans and senior unsecured notes, is incurred by GLP Capital and its subsidiaries. GLPI has fully and unconditionally guaranteed all of our outstanding senior unsecured notes.
The Company seeks to provide an opportunity to invest in the growth opportunities afforded by the gaming industry, with the stability and cash flow opportunities of a REIT. GLPI’s primary business consists of acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease arrangements. Under these arrangements, in addition to rent, the tenants are required to pay the following executory costs: (1) all facility maintenance, (2) all insurance required in connection with the leased properties and the business conducted on the leased properties, including coverage of the landlord's interests, (3) taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor) and (4) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties. The Company also extends loans that produce fixed or variable returns which may convert into leased rent upon project completion or stabilization.
As of March 31, 2026, GLPI’s portfolio consisted of interests in 71 gaming and related facilities, 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 Entertainment Corporation (NASDAQ: CZR) ("Caesars"), the real property associated with 4 gaming and related facilities operated by Boyd Gaming Corporation (NYSE: BYD) ("Boyd"), the real property associated with 16 gaming and related facilities operated by Bally's Corporation (NYSE: BALY) ("Bally's") and 2 facilities under development, namely for Bally's in Chicago, Illinois and for The Cordish Companies ("Cordish") and Bruce Smith Enterprise in Petersburg, Virginia, the real property associated with 3 gaming and related facilities operated by Cordish, 1 gaming facility managed by a subsidiary of Hard Rock International ("Hard Rock"), 4 gaming and related facilities operated by Strategic Gaming Management, LLC ("Strategic") and 1 gaming and related facility operated by American Racing & Entertainment ("American Racing").
PENN 2023 Master Lease and Amended PENN Master Lease
On January 1, 2023, the Company amended its original master lease with PENN (the "Amended PENN Master Lease") to remove 5 properties from it and created a new master lease (the "PENN 2023 Master Lease"). In addition, the existing leases for the Hollywood Casino at The Meadows in Pennsylvania and the Hollywood Casino Perryville in Maryland 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.
Rent under the PENN 2023 Master Lease is fixed with annual escalations on the entirety of rent increasing by 1.5% annually on November 1. In addition to the fixed escalations, a one time annualized increase of $1.4 million is scheduled to occur on November 1, 2027. The rent structure under the Amended PENN Master Lease includes a fixed component, a portion of which is subject to an annual 2% escalator if certain rent coverage ratio thresholds are met, and a component that is based on the revenues of the facilities, which is prospectively adjusted, subject to certain floors (namely the Hollywood Casino at Penn National Race Course property due to PENN's opening of a competing facility) every 5 years to an amount equal to 4% of the average net revenues of all facilities under the Amended PENN Master Lease during the preceding five years in excess of a contractual baseline.
GLPI also agreed to fund certain potential development projects in the PENN 2023 Master Lease. On August 1, 2025, GLPI funded $130 million for the relocation of Hollywood Casino Joliet, which opened on August 11, 2025, and is subject to a 7.75% capitalization rate. The Company also previously funded $5 million to reimburse PENN for land site development costs for the Joliet project. On November 3, 2025, GLPI funded $150 million for PENN's M Resort new hotel tower and conference center expansion, which opened to the public on December 1, 2025, at a capitalization rate of 7.79%. PENN anticipates completing the relocation of its riverboat casino in Aurora, Illinois 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. Rent for each project begins accruing as the related funding is advanced.
Amended Pinnacle Master Lease, Boyd Master Lease and Belterra Park Lease
In April 2016, the Company acquired substantially all of the real estate assets of Pinnacle Entertainment, Inc. ("Pinnacle") and leased these assets back to Pinnacle, under a unitary triple-net lease, the term of which expires 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 (the "Pinnacle Master Lease"). The Pinnacle Master Lease includes a fixed component, a portion 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 prospectively adjusted subject to certain floors (namely the Bossier City Boomtown property due to PENN's acquisition of a competing facility), every two years to an amount equal to 4% of the average net revenues of all facilities under the Pinnacle Master Lease during the preceding two years in excess of a contractual baseline.
On October 15, 2018, the Company completed transactions with PENN, Pinnacle and Boyd 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 (the "PENN-Pinnacle Merger"). 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 (the "Amended Pinnacle Master Lease") and entered into a new unitary triple-net master lease agreement with Boyd (the "Boyd Master Lease") for these properties on terms similar to the Company’s Amended Pinnacle Master Lease. The Boyd Master Lease expires April 30, 2031, with no purchase option, followed by four 5-year renewal options (exercisable by the tenant) on the same terms and conditions. The Boyd Master Lease includes a fixed component, a portion of which is subject to an annual 2% escalator if certain rent coverage ratio thresholds are met and a component that is based on the performance of the facilities, which is prospectively adjusted every two years to an amount equal to 4% of the average net revenues of all facilities under the Boyd Master Lease during the preceding two years in excess of a contractual baseline.
The Company also purchased the real estate assets of Plainridge Park Casino ("Plainridge Park") from PENN 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 a mortgage loan agreement with Boyd in connection with Boyd's acquisition of Belterra Park Gaming & Entertainment Center ("Belterra Park"), whereby the Company loaned Boyd $57.7 million (the "Belterra Park Loan"). In May 2020, the Company acquired the real estate of Belterra Park in satisfaction of the Belterra Park Loan, subject to a long-term lease (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 Belterra Park Lease rent terms are consistent with the Boyd Master Lease and expires on April 30, 2031, with no purchase option, followed by four, 5-year renewal options (exercisable by the tenant) on the same terms and conditions.
In April 2025, PENN announced its intention to relocate its Ameristar Council Bluffs riverboat casino, for which GLPI has committed up to $150 million or the hard costs associated with the project, whichever is greater, at a 7.10% cap rate, which can be structured, at the discretion of PENN, as rent, or a 5-year term loan.
Amended and Restated Caesars Master Lease
On October 1, 2018, the Company entered into a master lease with Caesars, which expires on September 30, 2038, with no purchase option, with four separate renewal options of 5 years each, exercisable at the tenant's option, on the same terms and conditions (as amended, the "Amended and Restated Caesars Master Lease"). The annual rent increases by 1.75% in the seventh and eighth lease years and 2% in the ninth lease year and each lease year thereafter.
Horseshoe St. Louis Lease
The Company has a single property lease with Caesars for the real estate assets of Horseshoe St. Louis (the "Horseshoe St. Louis Lease") which became effective on September 29, 2020, with no purchase option, whose initial term 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 annual rent increases by 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.
Bally's Master Lease, Bally's Chicago Lease, Bally's Master Lease II, the Casino Queen Master Lease and the Tropicana Las Vegas Lease
The Company has several leases and development agreements with Bally's. The Bally's Master Lease was entered into on June 3, 2021 and subsequent to this date several additional real estate assets of Bally's were added to it (the "Bally's Master Lease"). The annual rent on the Bally's Master Lease is subject to contractual escalations based on the Consumer Price Index ("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.
On September 11, 2024, the Company assumed the ground lease for the real estate of the Bally's Chicago Casino Resort ("Bally's Chicago") site between the existing third party and Bally's for approximately $250 million. The ground lease was amended such that the Company receives initial annual rent of $20 million. In July 2025, the Company entered into a development agreement for Bally's Chicago and amended the existing land lease to include the building (the "Bally's Chicago Lease"). The Bally's Chicago Lease has an initial term of 15 years, followed by four 5-year renewals, exercisable at the tenant's option. The Bally's Chicago Lease's annual rent increases if the CPI increase is at least 0.5% for any lease year, then the rent shall increase by the greater of 1% of the rent as of the immediately preceding lease year and the CPI increase capped at 2%. If the CPI is less than 0.5% for such lease year, then the rent shall not increase for such lease year. Rental income on the land and development funding is being deferred until the project is substantially completed and ready for its intended use. This amount is recorded in deferred rental revenue on the Company's Condensed Consolidated Balance Sheet and totaled $39.2 million and $28.7 million at March 31, 2026 and December 31, 2025, respectively.
The Company intends to fund real estate construction costs of up to $940.0 million for the planned Bally's Chicago. This development funding is expected to extend into 2027. The Company would own all funded improvements, which would be leased to Bally’s with rent commencing as advances are made at an initial annual yield of 8.5%. As of March 31, 2026, $299.6 million of real estate construction costs have been funded by the Company.
On December 16, 2024, the Company completed the purchase of the real property assets of both Bally’s Kansas City Casino and Bally’s Shreveport Casino & Hotel. The two properties are in a new master lease that is cross-defaulted with the existing Bally’s Master Lease (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. Effective July 1, 2025, the DraftKings at Casino Queen and The Queen Baton Rouge properties in the Casino Queen Master Lease were transferred to Bally's Master Lease II. Additionally, annual rental income of $28.9 million was reallocated from the Casino Queen Master Lease to Bally's Master Lease II. Finally, on February 11, 2026, the Company exercised its call
right for Bally's Twin River Casino Resort ("Bally's Lincoln"), acquiring the real estate assets for a purchase price of $700 million and additional annual rent of $56 million and adding the property to Bally's Master Lease II.
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, The Queen Casino and Entertainment, Inc. ("Casino Queen") is now a subsidiary of Bally's.
The Company has a master lease with Casino Queen which became effective December 17, 2021 (as amended, the "Casino Queen Master Lease"). The lease has an initial term of 15 years, with no purchase option, with four separate five year renewal options exercisable by the tenant on the same terms and conditions. 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 is less than 0.25% then rent will remain unchanged for such lease year. Effective July 1, 2025, the DraftKings at Casino Queen and The Queen Baton Rouge properties in the Casino Queen Master Lease were transferred to Bally's Master Lease II as previously discussed.
On June 3, 2024, the Company announced that it agreed to fund and oversee a landside development project and hotel renovation of The Belle of Baton Rouge for Casino Queen. GLPI funded approximately $111 million for the project. The landside development project was completed and opened to the public in December 2025 and has been rebranded as Bally's Baton Rouge. The renovated hotel was opened to the public on March 31, 2025. Casino Queen began paying an incremental rental yield of 9% on the development funding effective May 30, 2025. Rent was deferred on the landside development project until it was ready for its intended use. As of March 31, 2026, the Company has funded $16.5 million of certain construction costs for the landside development project at Casino Queen Marquette at a 8.25% capitalization rate. The landside development project opened to the public in March 2026 and has been rebranded as Bally's Marquette.
On April 16, 2020, the Company and certain of its subsidiaries acquired the real property associated with the Tropicana Las Vegas from PENN in exchange for $307.5 million of rent credits which were applied against future rent obligations due under the parties' leases in effect during 2020.
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. GLPI retained ownership of the land and concurrently entered into a ground lease for an initial term of 50 years (with a maximum term of 99 years inclusive of tenant renewal options) (as amended, the "Tropicana Las Vegas Lease"). All rent is subject to contractual escalations based on the CPI, with a 1% floor and 2% ceiling, subject to the CPI meeting a 0.5% threshold. The Tropicana Las Vegas Lease is supported by a Bally’s corporate guarantee.
On May 13, 2023, the Company, Tropicana Las Vegas, Inc., a Nevada corporation and wholly owned subsidiary of Bally’s, and Athletics Holdings LLC (“Athletics”), which owns the Major League Baseball team currently known as the Athletics (the “Team”), entered into a binding letter of intent (the “LOI”) setting forth the terms for developing a stadium that would serve as the home venue for the Team (the “Stadium”). The Stadium is expected to complement the potential resort redevelopment envisioned at our 35-acre property in Clark County, Nevada (the “Tropicana Site”), owned indirectly by GLPI through its indirect subsidiary, Tropicana Land LLC, a Nevada limited liability company and leased by GLPI to Bally’s pursuant to the Tropicana Las Vegas Lease. The LOI allows for Athletics to be granted fee ownership by GLPI of approximately 9 acres of the Tropicana Site for construction of the Stadium. The LOI provides that following the Stadium site transfer, there will be no reduction in the rent obligations of Bally’s on the remaining portion of the Tropicana Site or other modifications to the ground lease, and that to the extent GLPI has any consent or approval rights under the Tropicana Las Vegas Lease, such rights shall remain enforceable unless expressly modified in writing in the definitive documents. Bally's and GLPI are agreeing to provide the Stadium site transfer in exchange for the benefits that the Stadium is expected to bring to the Tropicana Site. The LOI provides that Athletics shall pay all the costs associated with the design, development, and construction of the Stadium and Bally’s shall pay all costs for the redevelopment of the casino and hotel resort amenities. GLPI is expected to commit to up to $175.0 million of funding for hard construction costs, such as demolition and site preparation and build out of minimum public spaces needed for utilization of the Stadium. The LOI provides that during the development period, rent will be due at 8.5% of what has been funded, provided that the first $15.0 million advanced for the costs of construction of the food, beverage and retail entrance plaza shall not be subject to increased rent. GLPI may have the opportunity to fund additional amounts of the construction under certain circumstances. In addition, the LOI provides that the transaction will be subject to customary approvals and other conditions, including, without limitation, approval of a master plan for the site, and certain approvals by the Nevada Gaming Control Board and Nevada Gaming Commission.
In late August 2024, the Company funded $48.5 million to Bally's that was used to pay for the demolition costs of the Tropicana Las Vegas as part of the development plans for the Stadium and annual rent was increased by $4.1 million as a result. The change in rent terms resulted in a lease reconsideration event that resulted in the lease being classified as a sales type lease, whereas previously it was accounted for as an operating lease.
Morgantown Lease
On October 1, 2020, the Company acquired the land under PENN's gaming facility under construction in Morgantown, Pennsylvania. The Company is leasing the land back to an affiliate of PENN for an initial term of 20 years with no purchase option, followed by six 5-year renewal options exercisable by the tenant (the "Morgantown Lease"). If the CPI increase is at least 0.5% for any lease year, the rent for such lease year shall increase by 1.25% of rent as of the immediately preceding lease year, and if the CPI increase is less than 0.5% for such lease year, then rent shall not increase for such lease year.
Maryland Live! Lease, Pennsylvania Live! Master Lease and Virginia Live!
On December 29, 2021, the Company completed its acquisition of the real property assets of Live! Casino & Hotel Maryland and entered into a single asset lease for Live! Casino & Hotel Maryland (the "Maryland Live! Lease"). On March 1, 2022, the Company completed its acquisition of the real estate assets of Live! Casino & Hotel Philadelphia and Live! Casino Pittsburgh and leased back the real estate to Cordish pursuant to a new triple net master lease with Cordish (as amended from time to time, the "Pennsylvania Live! Master Lease"). The Pennsylvania Live! Master Lease and the Maryland Live! Lease each have initial lease terms of 39 years, with a maximum term of 60 years inclusive of tenant renewal options. Annual rent increases by 1.75% upon the second anniversary of both leases commencement through their remaining terms.
On October 27, 2025, the Company announced that it intends to acquire the real estate of the future site for Live! Virginia Casino & Hotel, a Cordish Company / Bruce Smith Enterprise casino and hotel development in Petersburg, Virginia ("Virginia Live!"). In addition, GLPI has committed to fund the hard costs associated with the development of the project. The cap rate on both the land acquisition of $27 million and the hard cost development funding of $440 million will be at 8.0%. The transaction also includes a 1.75% rent escalator, which will commence after the first anniversary of the permanent casino opening, which is anticipated in late 2027. Through the construction of this large-scale development, GLPI will be compensated for the funding on an as drawn basis. The Company has concluded that the lessee has control of the underlying asset being constructed while the project is under construction. This is because the tenant is leasing the land that property improvements will be constructed upon, the term of which, together with lessee renewal options, is for substantially all of the economic life of the property improvements. Therefore, the Company will account for any funds extended prior to the asset being ready for its intended use as loans. Additionally, the Company concluded that this was a loan commitment and was therefore subject to ASC 326 "Credit Losses: ("ASC 326"). Once construction is complete and the facility is ready for its intended use, the Company will apply the sale and leaseback guidance to determine the appropriate lease classification. On January 15, 2026, the Company funded approximately $27 million to acquire the land site for the project which was recorded in real estate loans, net and the annual payment of $2.16 million for the land funding is being recorded in interest income from real estate loans.
Rockford Lease and Rockford Loan
On August 29, 2023, the Company acquired the land associated with a casino development project in Rockford, IL, that opened in late August 2024 and is managed by a subsidiary of Hard Rock, from an affiliate of 815 Entertainment, LLC ("815 Entertainment"). Simultaneously with the land acquisition, GLPI entered into a ground lease with 815 Entertainment for a 99 year term (the "Rockford Lease"). The initial annual rent is subject to 2% annual escalations for the entirety of its term.
In addition to the Rockford Lease, the Company committed to provide development funding via a senior secured delayed draw term loan (the "Rockford Loan"). Borrowings under the Rockford Loan were subject to an interest rate of 10% with a 5-year initial term. On January 1, 2025, the Company amended the terms of the Rockford Loan to reduce the interest rate to 8% with a maturity date of June 30, 2026, subject to a 6-month extension. As of March 31, 2026, $150 million was advanced and outstanding under the Rockford Loan. Additionally, the Company also received a right of first refusal on the building improvements of the Hard Rock Casino in Rockford, IL if there is a future decision to sell them once completed.
Tioga Downs Lease
On February 6, 2024, the Company acquired the real estate assets of Tioga Downs Casino Resort ("Tioga Downs") in Nichols, NY from American Racing. Simultaneous with the acquisition, GLPI and American Racing entered into a triple-net lease agreement for an initial 30-year term, with no purchase option, followed by two renewal options of 10 years each and a third renewal option of approximately 12 years and ten months (the "Tioga Downs Lease"). The initial annual rent is subject to
1.75% annual escalations beginning with the first anniversary which increases to 2% beginning in year fifteen of the lease through the remainder of its initial term.
Strategic Gaming Leases
On May 16, 2024, the Company acquired the real estate assets of Silverado Franklin Hotel & Gaming Complex ("Silverado"), the Deadwood Mountain Grand ("DMG") casino, and Baldini's Casino ("Baldini's") from Strategic. Simultaneous with the acquisition, GLP Capital and affiliates of Strategic entered into two cross-defaulted triple-net lease agreements, each for an initial 25-year term with no purchase option and two ten-year renewal periods (exercisable by the tenant) (the "Strategic Gaming Leases"). The initial annual rent is subject to a 2% annual escalation beginning in year three of the lease and a CPI-based annual escalation beginning in year eleven of the lease, at the greater of 2% or CPI capped at 2.5%.
On October 15, 2025, the Company acquired the real estate assets of Sunland Park in Sunland Park, New Mexico for $183.75 million. The property was added to the Strategic Gaming Leases and annual rent was increased by $15.0 million.
Ione Loan
In September 2024, the Company entered into a $110 million delayed draw term loan facility with the Ione Band of Miwok Indians (the "Ione Loan") to provide the tribe funding on a new casino development near Sacramento, California. Ione has an option at the end of the Ione Loan term to satisfy the loan obligation by converting the outstanding principal into a long-term triple net lease with an initial term of twenty-five years and a maximum term of forty-five years. These agreements were entered into subsequent to receiving a declination letter from the National Indian Gaming Commission covering the transaction documents, including the long-term lease. As of March 31, 2026, $83.6 million was advanced and outstanding under the Ione Loan which has a 5-year term and an interest rate of 11%.
Dry Creek Rancheria Loan
On September 2, 2025, the Company announced, a $225.3 million commitment, subject to receipt of all required permits and approvals, to serve as the lead real estate financing partner for Caesars Republic Sonoma County, a new integrated resort to be developed on the site of the current River Rock Casino. Pursuant to its agreements with the Dry Creek, GLPI will initially act as a lender to the project through (i) a $180 million delayed draw term loan bearing interest at a fixed rate of 12.50% and (ii) a $45.3 million term loan B issued at an original issue discount of 3% and bearing interest at a Secured Overnight Financing Rate ("SOFR") plus 900 basis points, subject to a SOFR floor of 1%. Each term loan has a maturity of 6 years.
Upon or prior to maturity of the 6-year loans, Dry Creek will lease back the property 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. Annual rent on the sublease will be based on a 9.75% capitalization rate. As of March 31, 2026, the Company has funded the $45.3 million term loan B while the delayed draw term loan remained undrawn.
Guarantees
The obligations under the Amended PENN Master Lease, PENN 2023 Master Lease, Amended Pinnacle Master Lease and Morgantown Lease, are guaranteed by PENN and, with respect to each lease, jointly and severally by PENN's subsidiaries that occupy and operate the facilities covered by such lease. Similarly, the obligations under the Amended and Restated Caesars Master Lease, the Horseshoe St. Louis Lease, the Casino Queen Master Lease, the Bally's Master Lease, the Bally's Master Lease II, the Strategic Gaming Leases and the Tioga Downs Lease are each jointly and severally guaranteed by the applicable parent company and by the parent's subsidiaries that occupy and operate the leased facilities. The obligations under the Tropicana Las Vegas Lease are guaranteed by Bally's. The obligations under the Boyd Master Lease, the Belterra Park Lease, the Maryland Live! Lease, the Pennsylvania Live! Lease and the Rockford Lease are jointly and severally guaranteed by the subsidiaries that occupy and operate the facilities.
2. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by GAAP for complete consolidated financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included.
The condensed consolidated financial statements include the accounts of GLPI and its subsidiaries as well as the Company's operating partnership, which is a variable interest entity ("VIE") in which the Company is the primary beneficiary. The operating partnership is a VIE in which the Company is the primary beneficiary because it has the power to direct the activities of the VIE that most significantly impact the partnership's economic performance and has the obligation to absorb losses of the VIE that could be potentially significant to the VIE and the right to receive benefits from the VIE that could potentially be significant to the VIE. Therefore, the Company consolidates the accounts of the operating partnership, and reflects the third party ownership in this entity as a noncontrolling interest in the Condensed Consolidated Balance Sheet as a separate component of equity, separate from GLPI's stockholders' equity. All intercompany accounts and transactions have been eliminated in consolidation. The Company’s net income or loss is allocated to noncontrolling interests based on the respective ownership or voting percentage in the Operating Partnership associated with such noncontrolling interests and is removed from consolidated income or loss on the Condensed Consolidated Statements of Operations in order to derive net income or loss attributable to common stockholders. The noncontrolling ownership percentage is calculated by dividing the aggregate number of LTIP Units and OP Units by the total number of units and shares outstanding.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses for the reporting periods. Actual results could differ from those estimates.
Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. The consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025 (our "Annual Report") should be read in conjunction with these condensed consolidated financial statements. The December 31, 2025 financial information has been derived from the Company’s audited consolidated financial statements.
The Company’s significant accounting policies are described in Note 2 of the Notes to the Consolidated Financial Statements included in the Company’s Annual Report and since the date of those financial statements, the Company has not had any significant changes to these accounting policies that have had a material impact on the Company's financial statements.
3. Investment in Leases, Net
Certain of the Company's leases are recorded as an Investment in leases, financing receivables, net, as the sale lease back transactions were accounted for as failed sale leasebacks as control of the real estate did not transfer to the Company. Additionally, as described in Note 1, the Company reassessed the Tropicana Las Vegas Lease in 2024 which resulted in the lease being classified as a sales type lease. The following is a summary of the balances of the Company's Investment in leases, financing receivables and investment in leases, sales type (in thousands).
| | | | | | | | | | | | | | |
| March 31,
2026 | March 31,
2026 | December 31,
2025 | December 31,
2025 |
| Investment in leases, sales type | Investment in leases, financing receivables | Investment in leases, sales type | Investment in leases, financing receivables |
| Minimum lease payments receivable | $ | 689,910 | | $ | 10,045,184 | | $ | 693,619 | | $ | 10,090,473 | |
| Estimated residual values of lease property (unguaranteed) | 278,500 | | 1,444,690 | | 278,500 | | 1,444,690 | |
| Total | 968,410 | | 11,489,874 | | 972,119 | | 11,535,163 | |
| Less: Unearned income | (689,913) | | (8,902,826) | | (693,622) | | (8,955,526) | |
| Less: Allowance for credit losses | (27,985) | | (24,179) | | (30,076) | | (22,133) | |
| Investment in leases - financing receivables, net | $ | 250,512 | | $ | 2,562,869 | | $ | 248,421 | | $ | 2,557,504 | |
| | | | |
The present value of the net investment in the lease payment receivable and unguaranteed residual value at March 31, 2026 for the Company's Investment in leases, financing receivables was $2,482.3 million and $104.7 million compared to $2,477.1 million and $102.6 million at December 31, 2025. The present value of the net investment in the lease payment receivable and unguaranteed residual value at March 31, 2026 for the Company's Investment in leases, sales type was $255.0 million and $23.5 million compared to $255.3 million and $23.2 million at December 31, 2025.
At March 31, 2026, minimum lease payments owed to us for each of the five succeeding years under the Company's investment in leases were as follows (in thousands):
| | | | | | | | |
| Year ending December 31, | Future Minimum Lease Payments - Sales Type | Future Minimum Lease Payments - Financing Receivables |
| 2026 (remainder of year) | $ | 11,128 | | $ | 136,802 | |
| 2027 | 14,837 | | 185,336 | |
| 2028 | 14,837 | | 188,639 | |
| 2029 | 14,837 | | 192,001 | |
| 2030 | 14,837 | | 195,423 | |
| Thereafter | 619,434 | | 9,146,983 | |
| Total | $ | 689,910 | | $ | 10,045,184 | |
The Company follows ASC 326 “Credit Losses”, which requires that the Company measure and record current expected credit losses (“CECL”), the scope of which includes the Company's Investment in leases, financing receivables, net, the Company's Investment in leases, sales type, net, and the Company's Real estate loans, net, which are discussed in Note 5. The Company has elected to use an econometric default and loss rate model to estimate the allowance for credit losses, or CECL allowance. This model requires us to calculate and input lease and property-specific credit and performance metrics which in conjunction with forward-looking economic forecasts, project estimated credit losses over the life of the lease or loan. The Company then records a CECL allowance based on the expected loss rate multiplied by the outstanding investment.
Expected losses within our cash flows are determined by estimating the probability of default (“PD”) and loss given default (“LGD”) of our instruments subject to CECL. We have engaged a nationally recognized data analytics firm to assist us with estimating both the PD and LGD. The PD and LGD are estimated during the initial term of the instruments subject to CECL. The PD and LGD estimates were developed using current financial condition forecasts. The PD and LGD predictive model was developed using the average historical default rates and historical loss rates, respectively, of over 100,000 commercial real estate loans dating back to 1998 that have similar credit profiles or characteristics to the real estate underlying the Company's instruments subject to CECL. Management will monitor the credit risk related to its instruments subject to CECL by obtaining the applicable rent and interest coverage on a periodic basis. The Company also monitors legislative changes to assess whether it would have an impact on the underlying performance of its tenant. We are unable to use our historical data to estimate losses as the Company has no loss history to date on its lease portfolio. Our tenants were current on all of their rental obligations as of March 31, 2026 and December 31, 2025.
The change in the allowance for credit losses for the Company's investment in leases is illustrated below (in thousands):
| | | | | | | | | | | | | | |
| Balance at December 31, 2025 | Change in Allowance | Balance at March 31, 2026 | | | |
| Maryland Live! Lease | $ | 2,589 | | $ | 591 | | $ | 3,180 | | | | |
| Pennsylvania Live! Master Lease | 11,935 | | (1,167) | | 10,768 | | | | |
| Rockford Lease | 894 | | 1,140 | | 2,034 | | | | |
| Tioga Downs Lease | 3,573 | | 644 | | 4,217 | | | | |
| Strategic Lease | 3,142 | | 838 | | 3,980 | | | | |
| Tropicana LV Lease | 30,076 | | (2,091) | | 27,985 | | | | |
| Totals | $ | 52,209 | | $ | (45) | | $ | 52,164 | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | | | | | | |
| Balance at December 31, 2024 | Change in Allowance | Balance at March 31, 2025 |
| Maryland Live! Lease | $ | 8,732 | | $ | 5,696 | | $ | 14,428 | |
| Pennsylvania Live! Master Lease | 18,471 | | 12,286 | | 30,757 | |
| Rockford Lease | 3,077 | | 2,041 | | 5,118 | |
| Tioga Downs Lease | 2,651 | | 3,767 | | 6,418 | |
| Strategic Lease | 1,134 | | 3,067 | | 4,201 | |
| Tropicana LV Lease | 23,681 | | 9,157 | | 32,838 | |
| Totals | $ | 57,746 | | $ | 36,014 | | $ | 93,760 | |
| | | |
| | | |
| | | |
| | | |
The amortized cost basis of the Company's investment in leases, financing receivables by year of origination is shown below as of March 31, 2026 (in thousands):
| | | | | | | | | | | | | | | | | | |
| Origination year | | Investment in leases, financing receivables | Allowance for credit losses | Amortized cost basis at March 31, 2026 | | Allowance as a percentage of outstanding financing receivable |
| | | | | | | |
| 2025 | | $ | 185,192 | | $ | (1,798) | | $ | 183,394 | | | (0.97) | % |
| 2024 | | 300,129 | | (6,399) | | 293,730 | | | (2.13) | % |
| 2023 | | 105,432 | | (2,034) | | 103,398 | | | (1.93) | % |
| 2022 | | 724,689 | | (10,768) | | 713,921 | | | (1.49) | % |
| 2021 | | 1,271,606 | | (3,180) | | 1,268,426 | | | (0.25) | % |
| Total | | $ | 2,587,048 | | $ | (24,179) | | $ | 2,562,869 | | | (0.93) | % |
The amortized cost basis of the Company's investment in leases, sales type by year of origination is shown below as of March 31, 2026 (in thousands):
| | | | | | | | | | | | | | | | | | |
| Origination year | | Investment in leases, sales type | Allowance for credit losses | Amortized cost basis at March 31, 2026 | | Allowance as a percentage of outstanding financing receivable |
| | | | | | | |
| 2024 | | $ | 278,497 | | $ | (27,985) | | $ | 250,512 | | | (10.05) | % |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
During the three months ended March 31, 2025, the Company recorded a provision for credit losses, net of $36.0 million on the Investment in leases, financing receivables and sales type. The reason for the increase was primarily due to a more pessimistic forward looking economic forecast and weighting at March 31, 2025 compared to what was utilized at December 31, 2024.
Additionally, a benefit for credit losses of $10.1 million and a provision for credit losses of $3.2 million was recorded during the three months ended March 31, 2026 and March 31, 2025, respectively, on the Company's real estate loans and related loan commitment (See Note 5 for further details).
The reason for differences in the allowance as a percentage of outstanding financing receivable for leases originated in each calendar year in the table above depends on various factors for the leases such as, but not limited to expected rent coverage ratios and loan to value ratios. 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.
4. Real Estate Investments, Net
Real estate investments, net, represent investments in rental properties and the corporate headquarters building (excluding our investments in transactions accounted for as real estate loans and investment in leases, financing receivables and investment in leases, sales-type that are described in Notes 5 and 3, respectively) and is summarized as follows:
| | | | | | | | | | | |
| March 31,
2026 | | December 31,
2025 |
| | (in thousands) |
| Land and improvements | $ | 4,032,380 | | | $ | 3,588,793 | |
| Building and improvements | 7,629,958 | | | 7,353,409 | |
| Construction in progress | 325,570 | | | 230,831 | |
| Total real estate investments | 11,987,908 | | | 11,173,033 | |
| Less accumulated depreciation | (2,763,324) | | | (2,698,772) | |
| Real estate investments, net | $ | 9,224,584 | | | $ | 8,474,261 | |
The increase in land and improvements and building and improvements relates to the acquisition of the Bally's Lincoln real estate assets, in addition to the landside development project for Bally's Marquette. Construction in progress primarily represents development funding along with related capitalized interest on the Company's development projects.
5. Real Estate Loans, Net
The Company entered into the Rockford Loan to fund the construction of the Hard Rock Casino Rockford in Rockford, Illinois. As of March 31, 2026 and December 31, 2025, the entire $150 million commitment was drawn. On January 1, 2025, the Company amended the terms of the Rockford Loan to reduce the interest rate to 8% from 10% with a maturity date of June 30, 2026, subject to a 6 month extension.
The Company also entered into the Ione Loan for up to $110 million, of which $83.6 million and $56.6 million was drawn as of March 31, 2026 and December 31, 2025, respectively. The Ione Loan has an 11% annual interest rate and matures in September 2029.
The Company also entered into the Dry Creek Loan on December 4, 2025, and $45.3 million was drawn as of March 31, 2026 and December 31, 2025, respectively. The term loan B was issued at an original issue discount of 3% and bears interest at SOFR plus 900 basis points, subject to a SOFR floor of 1%. Each term loan has a maturity of 6 years.
As discussed in Note 1, the Company concluded that amounts funded and the commitment to fund the development of Virginia Live! should be accounted for as a loan and a loan commitment, respectively. Accordingly, the approximately $27.0 million funded on January 15, 2026 to acquire the land for the project has been classified as a real estate loan, and interest income is recognized at an annual rate of 8.0%. Upon completion of construction and commencement of operations, the Company expects the arrangement to be evaluated under the sale-leaseback guidance in ASC 842 to determine the appropriate lease classification.
The following is a summary of the balances of the Company's Real estate loans, net.
| | | | | | | | | | | |
| March 31, 2026 | | December 31, 2025 |
| (in thousands) |
| Real estate loans (1) | $ | 304,629 | | | $ | 250,515 | |
| Less: Allowance for credit losses | (4,920) | | | (2,516) | |
| Real estate loans, net | $ | 299,709 | | | $ | 247,999 | |
(1) Includes an unearned discount of $1.3 million and $1.4 million at March 31, 2026 and December 31, 2025, respectively.
The change in the allowance for credit losses for the Company's Real estate loans is shown below (in thousands):
| | | | | | | | | | | | | | | | | |
| Rockford Loan | Ione Loan | Dry Creek Loan | Cordish VA Loan | Total |
| Balance at December 31, 2025 | $ | (1,279) | | $ | (399) | | $ | (838) | | $ | — | | $ | (2,516) | |
| Change in allowance | (1,616) | | (246) | | (294) | | (248) | | (2,404) | |
Ending balance at March 31, 2026 | $ | (2,895) | | $ | (645) | | $ | (1,132) | | $ | (248) | | $ | (4,920) | |
| | | | | | | | | | | |
| Rockford Loan | Ione Loan | Total |
| Balance at December 31, 2024 | $ | (4,487) | | $ | (83) | | $ | (4,570) | |
| Change in allowance | (2,939) | | (67) | | (3,006) | |
Ending balance at March 31, 2025 | $ | (7,426) | | $ | (150) | | $ | (7,576) | |
The amortized cost basis of the Company's real estate loans by year of origination is shown below as of March 31, 2026 (in thousands):
| | | | | | | | | | | | | | | | | | |
| Origination year | | Real estate loans, net | Allowance for credit losses | Amortized cost basis at March 31, 2026 | | Allowance as a percentage of outstanding real estate loans |
| 2026 | | $ | 27,108 | | $ | (248) | | $ | 26,860 | | | (0.91) | % |
| 2025 | | 43,968 | | (1,132) | | 42,836 | | | (2.57) | % |
| 2024 | | 83,553 | | (645) | | 82,908 | | | (0.77) | % |
| 2023 | | 150,000 | | (2,895) | | 147,105 | | | (1.93) | % |
| Total | | $ | 304,629 | | $ | (4,920) | | $ | 299,709 | | | (1.62) | % |
The real estate loans are subject to CECL, which is described in Note 3. The Company recorded provision for credit losses of $2.4 million and $3.0 million for the three month period ended March 31, 2026 and March 31, 2025 on the Company's real estate loans, respectively. Additionally, the Company recorded a benefit of $12.5 million and a provision of $0.2 million during the three month period ended March 31, 2026 and March 31, 2025 on unfunded loan commitments. The benefit for the three month period ended March 31, 2026 was primarily due to an improvement in the estimated real estate values that will comprise the Company's real estate portfolio for the Virginia Live! development project. The reserves for the unfunded loan commitment are recorded in other liabilities on the Condensed Consolidated Balance Sheets and totaled $4.3 million and $16.8 million at March 31, 2026 and December 31, 2025, respectively. The Company's borrowers were current on their loan obligations as of March 31, 2026 and December 31, 2025.
6. Lease Assets and Lease Liabilities
Lease Assets
The Company is subject to various operating leases as lessee for both real estate and equipment, the majority of which are ground leases related to properties the Company leases to its tenants under triple-net operating leases. These ground leases may include fixed rent, as well as variable rent based upon an individual property’s performance or changes in an index such as the CPI, and have maturity dates ranging from 2038 to 2108, when considering all renewal options. For certain of these ground leases, the Company’s tenants are responsible for payment directly to the third-party landlord. Under ASC 842, the Company is required to gross-up its condensed consolidated financial statements for these ground leases as the Company is considered the primary obligor. In conjunction with the adoption of ASU 2016-02 on January 1, 2019, the Company recorded right-of-use assets and related lease liabilities on its condensed consolidated balance sheets to represent its rights to use the underlying leased assets and its future lease obligations, respectively, including for those ground leases paid directly by our tenants. Because the right-of-use asset relates, in part, to the same leases which resulted in the land right assets the Company recorded on its condensed consolidated balance sheets in conjunction with the Company's assumption of below market leases at the time it acquired the related land and building assets, the Company is required to report the right-of-use assets and land rights in the aggregate on the Condensed Consolidated Balance Sheets.
Land rights, net represent the Company's rights to land subject to long-term ground leases. The Company obtained ground lease rights through the acquisition of several of its rental properties and immediately subleased the land to its tenants. These land rights represent the below market value of the related ground leases. The Company assessed the acquired ground leases to determine if the lease terms were favorable or unfavorable, given market conditions at the acquisition date. Because the market rents to be received under the Company's triple-net tenant leases were greater than the rents to be paid under the acquired ground leases, the Company concluded that the ground leases were below market and were therefore required to be recorded as a definite lived asset (land rights) on its books.
Components of the Company's right-of use assets and land rights, net are detailed below (in thousands):
| | | | | | | | | | | |
| March 31, 2026 | | December 31, 2025 |
Right-of use assets - operating leases | $ | 241,345 | | | $ | 242,053 | |
| Land rights, net | 825,840 | | | 830,110 | |
| Right-of-use assets and land rights, net | $ | 1,067,185 | | | $ | 1,072,163 | |
Land Rights
The land rights are amortized over the individual lease term of the related ground lease, including all renewal options, which ranged from 10 years to 92 years at their respective acquisition dates. Land rights net, consist of the following:
| | | | | | | | | | | |
| March 31,
2026 | | December 31,
2025 |
| (in thousands) |
| Land rights | $ | 948,303 | | | $ | 948,303 | |
| Less accumulated amortization | (122,463) | | | (118,193) | |
| Land rights, net | $ | 825,840 | | | $ | 830,110 | |
As of March 31, 2026, estimated future amortization expense related to the Company’s land rights by fiscal year is as follows (in thousands):
| | | | | |
| Year ending December 31, | |
| 2026 (remainder of year) | $ | 12,810 | |
| 2027 | 17,079 | |
| 2028 | 17,079 | |
| 2029 | 17,079 | |
| 2030 | 17,079 | |
| Thereafter | 744,714 | |
| Total | $ | 825,840 | |
Operating Lease Liabilities
At March 31, 2026, payments under the Company's operating lease liabilities were as follows (in thousands):
| | | | | |
| Year ending December 31, | |
| 2026 (remainder of year) | $ | 12,968 | |
| 2027 | 16,786 | |
| 2028 | 16,673 | |
| 2029 | 16,710 | |
| 2030 | 16,723 | |
| Thereafter | 771,201 | |
| Total lease payments | $ | 851,061 | |
| Less: interest | (609,296) | |
Present value of lease liabilities | $ | 241,765 | |
Lease Expense
Operating lease costs represent the entire amount of expense recognized for operating leases that are recorded on the condensed consolidated balance sheets. Variable lease costs are not included in the measurement of the lease liability and include both lease payments tied to a property's performance and changes in an index such as the CPI that are not determinable at lease commencement, while short-term lease costs are costs for those operating leases with a term of 12 months or less.
The components of lease expense were as follows (in thousands):
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
| 2026 | | 2025 | | | | |
| | | | | | | |
| Operating lease cost | $ | 4,315 | | | $ | 4,315 | | | | | |
| Variable lease cost | 5,213 | | | 4,970 | | | | | |
| | | | | | | |
| Amortization of land right assets | 4,270 | | | 4,270 | | | | | |
| Total lease cost | $ | 13,798 | | | $ | 13,555 | | | | | |
Amortization expense related to the land right intangibles, as well as variable lease costs and the Company's operating lease costs are recorded within land rights and ground lease expense in the condensed consolidated statements of income.
Supplemental Disclosures Related to Leases
Supplemental balance sheet information related to the Company's operating leases was as follows:
| | | | | |
| March 31, 2026 |
| Weighted average remaining lease term - operating leases | 52.26 years |
| Weighted average discount rate - operating leases | 6.26% |
Supplemental cash flow information related to the Company's operating leases was as follows:
| | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
| 2026 | | 2025 | | | | |
| (in thousands) | | |
| Cash paid for amounts included in the measurement of lease liabilities: | | | | | | | |
Operating cash flows from operating leases (1) | $ | 418 | | | $ | 415 | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
(1) The Company's cash paid for operating leases is significantly less than the lease cost for the same period due to the majority of the Company's ground lease rent being paid directly to the landlords by the Company's tenants. Although GLPI expends no cash related to these leases, they are required to be grossed up in the Company's condensed consolidated financial statements under ASC 842.
Financing Lease Liabilities
In connection with the acquisition of certain real property assets included in the Maryland Live! Lease and the Strategic Gaming Leases, the Company acquired the rights to land subject to long-term ground leases which expire in June 2111 and April 2062, respectively. As these leases were accounted for as Investment in leases, financing receivables, the underlying ground leases were accounted for as Financing lease liabilities on the Condensed Consolidated Balance Sheets. In accordance with ASC 842, the Company records revenue for the ground lease rent paid by its tenant with an offsetting expense in interest expense as the Company has concluded that as the lessee it is the primary obligor under the ground leases. The Company's weighted average discount rate on the fixed minimum annual payments was 5.07% to arrive at the initial lease obligations. At March 31, 2026, payments under the Company's financing lease liabilities were as follows (in thousands):
| | | | | |
| |
| 2026 (remainder of year) | $ | 2,038 | |
| 2027 | 2,735 | |
| 2028 | 2,758 | |
| 2029 | 2,782 | |
| 2030 | 2,805 | |
| Thereafter | 308,234 | |
| Total lease payments | $ | 321,352 | |
| Less: Interest | (260,035) | |
| Present value of finance lease liability | $ | 61,317 | |
7. Long-term Debt
Long-term debt is as follows:
| | | | | | | | | | | |
| March 31,
2026 | | December 31,
2025 |
| | (in thousands) |
Unsecured $2,090 million revolver due December 2028 | $ | 330,793 | | | $ | 331,624 | |
| | | |
| | | |
| 2022 Term Loan Agreement due September 2027 | — | | | 600,000 | |
| | | |
| | | |
| | | |
| 2026 Term Loan due December 2028 | 679,000 | | | — | |
$500 million 5.750% senior unsecured notes due June 2028 | 500,000 | | | 500,000 | |
$750 million 5.300% senior unsecured notes due January 2029 | 750,000 | | | 750,000 | |
$700 million 4.000% senior unsecured notes due January 2030 | 700,000 | | | 700,000 | |
$700 million 4.000% senior unsecured notes due January 2031 | 700,000 | | | 700,000 | |
$800 million 3.250% senior unsecured notes due January 2032 | 800,000 | | | 800,000 | |
$600 million 5.250% senior unsecured notes due February 2033 | 600,000 | | | 600,000 | |
$400 million 6.750% senior unsecured notes due December 2033 | 400,000 | | | 400,000 | |
$800 million 5.625% senior unsecured notes due September 2034 | 800,000 | | | 800,000 | |
$800 million 5.625% senior unsecured notes due March 2036 | 800,000 | | | — | |
$700 million 5.750% senior unsecured notes due November 2037 | 700,000 | | | 700,000 | |
$400 million 6.250% senior unsecured notes due September 2054 | 400,000 | | | 400,000 | |
| Other | 70 | | | 140 | |
| Total long-term debt | 8,159,863 | | | 7,281,764 | |
| Less: unamortized debt issuance costs, bond premiums and original issuance discounts | (84,849) | | | (78,033) | |
Total long-term debt, net of unamortized debt issuance costs, bond premiums and original issuance discounts | $ | 8,075,014 | | | $ | 7,203,731 | |
The following is a schedule of future minimum repayments of long-term debt as of March 31, 2026 (in thousands):
| | | | | |
| 2026 (remainder of year) | $ | 2,563 | |
| 2027 | 3,325 | |
| 2028 | 1,503,975 | |
| 2029 | 750,000 | |
| 2030 | 700,000 | |
| Over 5 years | 5,200,000 | |
| Total minimum payments | $ | 8,159,863 | |
Credit Agreement and Term Loan
On March 4, 2026, GLP Capital entered into an amendment to the credit agreement among GLP Capital, Wells Fargo Bank, National Association, as administrative agent, and the several banks and other financial institutions or entities party thereto, dated as of May 13, 2022 (the “Credit Agreement”). Pursuant to the amendment, GLP Capital borrowed a new $679 million term loan (the “2026 Term Loan”), the proceeds of which were used to repay $679 million of outstanding bridge revolving loans (without any corresponding reduction in revolving commitments). The 2026 Term Loan matures on December 2, 2028, subject to two six-month extensions at GLP Capital’s option.
The interest rates per annum applicable to the 2026 Term Loan are, at GLP Capital’s option, equal to either a Secured Overnight Financing Rate (“SOFR”) based rate or a base rate plus an applicable margin, which ranges from 0.850% to 1.70% per annum for SOFR loans and 0.0% to 0.7% per annum for base rate loans, in each case, depending on the credit ratings assigned to the credit facility under the Credit Agreement. The weighted average interest rate under the 2026 Term Loan at March 31, 2026 was 4.96%.
The 2026 Term Loan is not subject to interim amortization. GLP Capital is not required to repay the 2026 Term Loan prior to maturity but may prepay all or any portion of the 2026 Term Loan prior to maturity without premium or penalty,
subject to reimbursement of any SOFR breakage costs of the lenders. Amounts repaid under the 2026 Term Loan may not be reborrowed.
The 2026 Term Loan is subject to the representations and warranties, affirmative covenants, negative covenants, financial covenants and events of default set forth in the Credit Agreement and applicable to the revolving loans therein.
On March 4, 2026, GLP Capital repaid in full the $600 million outstanding obligations under the term loan credit agreement among GLP Capital, Wells Fargo Bank, National Association, as administrative agent, and the several banks and other financial institutions or entities party thereto, dated as of September 2, 2022 (the “2022 Term Loan Agreement”). All of GLP Capital’s and GLPI’s obligations under the 2022 Term Loan Agreement have been paid and discharged in full and all guarantees granted by GLPI and any other party in connection with the 2022 Term Loan Agreement have been released (other than with respect to customary provisions and agreements that are expressly specified to survive the termination). GLP Capital and GLPI did not incur any early termination penalties in connection with repayment of the indebtedness or termination.
The Company’s Credit Agreement provides a revolving commitment capacity of $2.09 billion with a maturity date of December 2, 2028 (the “Revolver”). GLP Capital is the primary obligor under the Credit Agreement, which is guaranteed by GLPI.
At March 31, 2026, $330.8 million was outstanding under the Company's Revolver. After giving effect to contingent obligations under letters of credit with face amounts aggregating approximately $0.4 million, the Company had $1,758.8 million of available borrowing capacity under the Revolver as of March 31, 2026. The weighted average interest rate under the Revolver at March 31, 2026 was 4.97%.
Senior Unsecured Notes
At March 31, 2026, the Company had $7,150.0 million of outstanding senior unsecured notes (the "Senior Notes"). During the three months ended March 31, 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 the 2022 Term Loan Agreement and for working capital and general corporate purposes.
At March 31, 2026, the Company was in compliance with all required financial covenants on its debt obligations.
8. Fair Value of Financial Assets and Liabilities
Fair value is defined as the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value are classified based upon the level of judgment associated with the inputs used to measure their fair value. ASC 820 - Fair Value Measurements and Disclosures ("ASC 820") establishes a hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach, and cost approach). The levels of the hierarchy related to the subjectivity of the valuation inputs are described below:
•Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities.
•Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets, such as interest rates and yield curves that are observable at commonly quoted intervals.
•Level 3: Unobservable inputs that reflect the reporting entity's own assumptions, as there is little, if any, related market activity.
The Company's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following methods and assumptions are used to estimate the fair value of each class of financial instruments for which it is practicable to estimate.
Cash and Cash Equivalents
The fair value of the Company’s cash and cash equivalents approximates the carrying value of the Company’s cash and cash equivalents, due to the short maturity of the cash equivalents.
Investment in Leases, Financing Receivables, net
The fair value of the Company's investment in leases, financing receivables, net is based on the value of the underlying real estate property the Company owns under these leases. The initial fair value was the price paid by the Company to acquire the real estate. The initial fair value is then adjusted for changes in the commercial real estate price index and as such is a Level 3 measurement as defined under ASC 820.
Investment in Leases, Sales Type, Net
The fair value of the Company's investment in leases, sales type, net was initially based on a third party valuation report which utilized both market based and income based valuation approaches to value the underlying land related to the applicable lease at the lease reassessment date. Subsequent changes in the fair value from this date are based on changes in the commercial real estate price index. As such, this was determined to be a Level 3 measurement as defined under ASC 820.
Deferred Compensation Plan Assets
The Company's deferred compensation plan assets consist of open-ended mutual funds and as such the fair value measurement of the assets is considered a Level 1 measurement as defined under ASC 820. Deferred compensation plan assets are included within other assets on the condensed consolidated balance sheets.
Real Estate Loans, Net
The Company estimates the fair value of its fixed-rate loan portfolio for disclosure purposes using a discounted cash flow methodology. Fair value is estimated by discounting the loans’ remaining contractual cash flows using current market rates as of the measurement date for loans with similar credit characteristics and remaining terms. As a result, the estimated fair value is primarily driven by movements in market interest rates since origination, along with the remaining maturity and payment structure of the loans. The Company's variable-rate loans reprice to market at regular intervals and therefore the Company believes the carrying amount approximates its fair value. The fair value measurement of the real estate loans is considered a Level 3 measurement as defined in ASC 820.
Long-term Debt
The fair value of the Senior Notes are estimated based on quoted prices in active markets and as such is a Level 1 measurement as defined under ASC 820. The fair value of the obligations in our Credit Agreement is based on indicative pricing from market information (Level 2 inputs).
The estimated fair values of the Company’s financial instruments are as follows (in thousands): | | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, 2026 | | December 31, 2025 |
| | Carrying
Amount | | Fair
Value | | Carrying
Amount | | Fair
Value |
| Financial assets: | | | | | | | |
Cash and cash equivalents | $ | 274,513 | | | $ | 274,513 | | | $ | 224,314 | | | $ | 224,314 | |
| Investment in leases, financing receivables, net | 2,562,869 | | | 2,273,699 | | | 2,557,504 | | | 2,150,560 | |
| Investment in leases, sales type, net | 250,512 | | | 284,045 | | | 248,421 | | | 268,107 | |
Real estate loans, net | 299,709 | | | 303,654 | | | 247,999 | | | 250,689 | |
Deferred compensation plan assets | 45,871 | | | 45,871 | | | 46,154 | | | 46,154 | |
| Financial liabilities: | | | | | | | |
| Long-term debt: | | | | | | | |
| Credit Agreement and Term Loans | 1,009,793 | | | 1,009,793 | | | 931,624 | | | 931,624 | |
| Senior Notes | 7,150,000 | | | 6,956,936 | | | 6,350,000 | | | 6,295,709 | |
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
There were no assets or liabilities measured at fair value on a nonrecurring basis during the three months ended March 31, 2026 and 2025.
9. Commitments and Contingencies
Litigation
The Company is subject to various legal and administrative proceedings relating to personal injuries, employment matters, commercial transactions, and other matters arising in the normal course of business. The Company does not believe that the final outcome of these matters will have a material adverse effect on the Company’s consolidated financial position or results of operations. The majority of these matters are subject to indemnification and defense obligations of our tenants. The Company maintains what it believes is adequate insurance coverage to further mitigate the risks of such proceedings. However, such proceedings can be costly, time consuming, and unpredictable and, therefore, no assurance can be given that the final outcome of such proceedings may not materially impact the Company’s financial condition, results of operations or liquidity. Further, no assurance can be given that the amount or scope of existing insurance coverage will be sufficient to cover losses arising from such matters.
Funding commitments
As of March 31, 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.
| | | | | | | | | |
| Description | | Maximum Commitment amount | Amount funded at March 31, 2026 |
Relocation of Hollywood Casino Aurora (1) | | $225 million | None |
Funding associated with a landside move at Ameristar Casino Council Bluffs (2) | | $150 million | None |
| Potential transaction at the former Tropicana Las Vegas site with Bally's | | $175 million | $48.5 million |
| Real estate construction costs for Bally's Chicago | | $940 million | $299.6 million |
| Construction costs for the landside development project at Bally's Marquette | | $16.5 million | $16.5 million |
| Ione Loan to fund a new casino development near Sacramento, California | | $110 million | $83.6 million |
| Funding associated with the future site and construction for Live! Virginia Casino & Hotel | | $467 million | $27.0 million |
| Delayed draw term loan for Dry Creek Rancheria Resort development | | $180 million | None |
(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.
(2) The Company has agreed to fund, if requested by PENN in their sole discretion, on or before March 31, 2029, construction improvements in an amount not to exceed the greater of (i) the hard costs associated with the project and (ii) $150.0 million at a 7.10% capitalization rate.
10. Revenue Recognition
Lease terms
Under ASC 842, the Company is required at lease inception (and if applicable at a lease reassessment date) to determine the term of the lease. This requires concluding whether it is reasonably assured that our tenants will exercise their renewal options contained within the lease. The initial lease term is a key judgment that is utilized in the lease classification test to determine whether the lease is an operating lease, sales type lease or direct financing lease. The Company currently has
not included tenant renewal options in its determination of the initial lease term. The Company assesses whether to include tenant renewal options in its calculation of the lease term based on several factors, including but not limited to, whether its tenants' leases represent substantially all of the tenants' earnings and revenues, the ability of its tenants to sell their leased operations for fair value and whether the initial term of its leases is for a significant period of time.
Details of the Company's income from real estate for the three months ended March 31, 2026 was as follows (in thousands):
| | | | | | | | | | |
| Three Months Ended March 31, 2026 | | | |
| Building base rent | $ | 328,551 | | | | |
| Land base rent | 49,650 | | | | |
| Percentage rent and other rental revenue | 18,267 | | | | |
| Interest income on real estate loans | 6,923 | | | | |
| Total cash income | $ | 403,391 | | | | |
| Straight-line rent adjustments | (471) | | | | |
| Ground rent in revenue | 9,653 | | | | |
| Accretion on financing receivables | 7,412 | | | | |
| | | | |
| Total income from real estate | $ | 419,985 | | | | |
As of March 31, 2026, the future minimum rental income from the Company's rental properties under non-cancelable operating leases, including any reasonably assured renewal periods, was as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Year ending December 31, | Future Rental Payments Receivable | | Straight-Line Rent Adjustments (1) | | Future Base Ground Rents Receivable | | Future Income to be Recognized Related to Operating Leases |
| 2026 (remainder of year) | $ | 1,003,995 | | | $ | 38,440 | | | $ | 11,714 | | | $ | 1,054,149 | |
| 2027 | 1,339,168 | | | 47,136 | | | 15,154 | | | 1,401,458 | |
| 2028 | 1,341,561 | | | 39,999 | | | 15,036 | | | 1,396,596 | |
| 2029 | 1,323,861 | | | 33,983 | | | 15,036 | | | 1,372,880 | |
| 2030 | 1,329,976 | | | 27,868 | | | 15,043 | | | 1,372,887 | |
| Thereafter | 4,345,839 | | | (23,493) | | | 58,509 | | | 4,380,855 | |
| Total | $ | 10,684,400 | | | $ | 163,933 | | | $ | 130,492 | | | $ | 10,978,825 | |
(1) Includes a tenant improvement allowance that is being amortized over the life of a tenant lease and excludes deferred income on the Bally's Chicago Land Lease as the facility is under development and as such is not ready for its intended use.
The table above presents the cash rent the Company expects to receive from its tenants, offset by adjustments to recognize this rent on a straight-line basis over the lease term. The Company also includes the future non-cash revenue it expects to recognize from the fixed portion of tenant paid ground leases in the table above. See Note 3 for the future contractual cash receipts to be received by the Company under its Investment in leases.
The Company may periodically loan funds to casino owner-operators for the purchase of real estate. Interest income related to real estate loans is recorded as revenue from real estate within the Company's consolidated statements of income in the period earned. See Note 5 for further details.
11. Earnings Per Share
The Company calculates earnings per share ("EPS") in accordance with ASC 260 - Earnings per Share ("ASC 260"). Basic EPS is computed by dividing net income applicable to common stock by the weighted-average number of common shares outstanding during the period, excluding net income attributable to participating securities in accordance with the two class method. The Company's participating securities are related to certain employee equity awards that receive non-forfeitable dividends. Specifically, time based restricted stock awards receive non-forfeitable dividends equivalent to what common shareholders receive during these awards vesting periods. Diluted EPS for the Company's common stock is computed using the more dilutive of the two-class method or the treasury stock method. Diluted EPS reflects the additional dilution for all
potentially-dilutive securities. The effect of the conversion of the LTIP Units and OP Units to common shares is excluded from the computation of basic and diluted earnings per share because the exchange of LTIP Units and OP Units into common stock is on a one-for-one basis and all net income attributable to the non-controlling interest holders are recorded as income attributable to non-controlling interests and thus is excluded from net income available to common shareholders. In accordance with ASC 260, the Company includes all performance-based restricted shares that would have vested based upon the Company’s performance at quarter-end in the calculation of diluted EPS.
The following table reconciles the weighted-average common shares outstanding used in the calculation of basic EPS to the weighted-average common shares outstanding used in the calculation of diluted EPS for the three months ended March 31, 2026 and 2025:
| | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, | | |
| | 2026 | | 2025 | | | | |
| | (in thousands) |
| Determination of shares: | | | | | | | |
| Weighted-average common shares outstanding | 283,219 | | | 274,827 | | | | | |
| | | | | | | |
| Assumed conversion of restricted stock awards (1) | 79 | | | 86 | | | | | |
Assumed conversion of performance-based restricted stock awards | 75 | | | 327 | | | | | |
| | | | | | | |
| | | | | | | |
| Dilution attributable to equity forward contract | 183 | | | 163 | | | | | |
| Diluted weighted-average common shares outstanding | 283,556 | | | 275,403 | | | | | |
The following table presents the calculation of basic and diluted EPS for the Company’s common stock for the three months ended March 31, 2026 and 2025:
| | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, | | |
| | 2026 | | 2025 | | | | |
| | (in thousands, except per share data) |
| Calculation of basic EPS: | | | | | | | |
| Net income attributable to common shareholders | $ | 231,829 | | | $ | 165,184 | | | | | |
| Less: Net income allocated to participating securities | (163) | | | (148) | | | | | |
| Net income for earnings per share purposes | $ | 231,666 | | | $ | 165,036 | | | | | |
| Weighted-average common shares outstanding | 283,219 | | | 274,827 | | | | | |
| Basic EPS | $ | 0.82 | | | $ | 0.60 | | | | | |
| | | | | | | |
| Calculation of diluted EPS: | | | | | | | |
| Net income for diluted EPS purposes | 231,666 | | | $ | 165,184 | | | | | |
| Diluted weighted-average common shares outstanding (1) | 283,477 | | | 275,403 | | | | | |
| Diluted EPS | $ | 0.82 | | | $ | 0.60 | | | | | |
| | | | | | | |
| Antidilutive securities excluded from the computation of diluted earnings per share | 110 | | | 8 | | | | | |
(1) During the three months ended March 31, 2026, these awards which are participating securities were accounted for under the two class method and excluded from diluted shares as they are a separate class.
12. Equity
Common stock issuance
On May 2, 2025, the Company entered into a new continuous equity offering program under which the Company may sell up to an aggregate of $1.25 billion of its common stock from time to time through a sales agent in "at the market" offerings (the "2025 ATM Program"). The issuance of securities through the 2025 ATM Program will depend on a variety of factors, including market conditions, the trading price of the Company's common stock and determinations of the appropriate sources of funding. The Company may sell the shares in amounts and at times to be determined by the Company, but has no obligation to sell any of the shares in the 2025 ATM Program. The 2025 ATM Program also allows the Company to enter into forward sale agreements. In no event will the aggregate number of shares sold under the 2025 ATM Program (whether under any forward sale agreement or through a sales agent), have an aggregate sales price in excess of $1.25 billion. The Company expects, that if it enters into a forward sale contract, to physically settle each forward sale agreement with the forward purchaser on one or more dates specified by the Company prior to the maturity date of that particular forward sale agreement, in which case the aggregate net cash proceeds at settlement will equal the number of shares underlying the particular forward sale agreement multiplied by the relevant forward sale price. However, the Company may also elect to cash settle or net share settle a particular forward sale agreement, in which case cash proceeds may or may not be received or cash may be owed to the forward purchaser.
In connection with the 2025 ATM Program, the Company would engage a sales agent who may receive compensation of up to 2% of the gross sales price of the shares sold. Similarly, in the event the Company enters into a forward sale agreement, it will pay the relevant forward seller a commission of up to 2% of the sales price of all borrowed shares of common stock sold during the applicable selling period of the forward sale agreement.
The Company has sold 7,589,487 shares of common stock under forward sale agreements, that will raise gross proceeds of $363.3 million subject to certain contractual adjustments. No amounts are recorded on the Company's balance sheet until the forward is settled (which contractually matures in the third quarter of 2026 but may be settled prior to this time period at the Company's election). Until settlement of the forward sale agreements, earnings per share dilution resulting from the forward sale agreements will be determined under the treasury stock method. Share dilution occurs when the average market price of the Company's common stock is higher than the average forward sales price (which is reduced by the maximum specified fixed amounts in the contracts). Reflecting the impact of these forward sale agreements, the Company has $886.7 million remaining for issuance under the 2025 ATM Program.
The forward sale agreements require the Company to, at its election prior to one year from the commencement of each forward sale agreement, physically settle the transactions by issuing shares of its common stock to the forward counterparty in exchange for net proceeds at the then applicable forward sale price specified by the forward sale agreements. The forward sale
price is subject to adjustment on a daily basis based on a floating interest rate factor and will decrease by other specified fixed
amounts.
Non-controlling interests
As partial consideration for the closing of various real property assets over the past few years, the Company's operating partnership has issued OP Units. The OP Units are exchangeable for common shares of the Company on a one-for-one basis, subject to certain terms and conditions. As partial consideration for the closing of the real property assets under the Bally's Master Lease II that occurred on February 11, 2026, the Company's operating partnership issued 332,890 newly-issued OP Units to affiliates of Bally's which were valued at $15.4 million. As of March 31, 2026, the Company holds a 96.8% controlling financial interest in the operating partnership. The operating partnership is a VIE in which the Company is the primary beneficiary because it has the power to direct the activities of the VIE that most significantly impact the partnership's economic performance and has the obligation to absorb losses of the VIE that could be potentially significant to the VIE and the right to receive benefits from the VIE that could potentially be significant to the VIE. Therefore, the Company consolidates the accounts of the operating partnership, and reflects the third party ownership in this entity as a non-controlling interest in the Condensed Consolidated Balance Sheets. The Company paid $6.9 million and $6.3 million in distributions to the non-controlling interest holders concurrently with the dividends paid to the Company's common shareholders, during the three month periods ended March 31, 2026 and March 31, 2025, respectively.
The Company’s net income or loss is allocated to noncontrolling interests based on the respective ownership or voting percentage in the Operating Partnership associated with such noncontrolling interests and is removed from consolidated income or loss on the Condensed Consolidated Statements of Operations in order to derive net income or loss attributable to common stockholders. The noncontrolling ownership percentage is calculated by dividing the aggregate number of LTIP Units and OP Units by the total number of units and shares outstanding.
Accumulated Other Comprehensive Income (Loss)
As discussed in Note 2 in the Company's 10-K, the Company had derivative instruments designated as cash flow hedges which it terminated in connection with the August 2025 issuance of Senior Notes. The amount in other comprehensive income before reclassifications is being amortized as a reduction in interest expense over ten years, which was the life of the derivative instruments. The amount expected to be amortized out of other comprehensive income to interest expense over the next 12 months is $0.1 million.
Dividends
The following table lists the dividends declared and paid by the Company during the three months ended March 31, 2026 and 2025: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Declaration Date | | Shareholder Record Date | | Securities Class | | Dividend Per Share | | Period Covered | | Distribution Date | | Dividend Amount |
| | | | | | | | | | | | (in thousands) |
| 2026 | | | | | | | | | | | | |
| February 18, 2026 | | March 13, 2026 | | Common Stock | | $0.78 | | First Quarter 2026 | | March 27, 2026 | | $220,913 |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| 2025 | | | | | | | | | | | | |
| February 13, 2025 | | March 14, 2025 | | Common Stock | | $0.76 | | First Quarter 2025 | | March 28, 2025 | | $208,873 |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
In addition, for the three months ended March 31, 2026 and March 31, 2025, dividend payments were made to GLPI restricted stock award holders in the amount of $0.2 million and $0.2 million, respectively.
13. Stock-Based Compensation
The Company accounts for stock compensation under ASC 718 - Compensation - Stock Compensation, which requires the Company to expense the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. This expense is recognized ratably over the requisite service period following the date of grant. The fair value of the Company's time-based restricted stock and time-based LTIP awards are equivalent to the closing stock price on the day prior to grant. The Company utilizes a third party valuation firm to measure the fair value of performance-based restricted stock awards and performance-based LTIP awards at the grant date using a Monte Carlo simulation model.
As of March 31, 2026, there was $5.1 million of total unrecognized compensation cost for time based restricted stock awards that will be recognized over the grants' remaining weighted average vesting period of 1.68 years. For the three months ended March 31, 2026, the Company recognized $2.1 million of compensation expense associated with these awards, compared to $2.2 million for the three months ended March 31, 2025, within general and administrative expenses on the Company's Condensed Consolidated Statements of Operations and Comprehensive Income.
The following table contains information on time based restricted stock award activity for the three months ended March 31, 2026:
| | | | | | |
| | Number of Award
Shares | |
| Outstanding at December 31, 2025 | 217,234 | | |
| Granted | 126,946 | | |
| Released | (145,195) | | |
| | |
| Outstanding at March 31, 2026 | 198,985 | | |
Performance-based restricted stock awards have a three-year cliff vesting with the amount of restricted shares vesting at the end of the three-year period determined based upon the Company’s performance as measured against its peers. More specifically, the percentage of shares vesting at the end of the measurement period will be based on the Company’s three-year total shareholder return measured against the three-year total shareholder return of the companies included in the MSCI US REIT index and the Company's stock performance ranking among a group of triple-net REIT peer companies. As of March 31, 2026, there was $10.6 million of total unrecognized compensation cost, which will be recognized over the performance-based restricted stock awards' remaining weighted average vesting period of 1.74 years. For the three months ended March 31, 2026,
the Company recognized $2.0 million of compensation expense associated with these awards within general and administrative expenses on the Company's Condensed Consolidated Statements of Operations and Comprehensive Income compared to $3.1 million for the corresponding periods in the prior year.
The following table contains information on performance-based restricted stock award activity for the three months ended March 31, 2026:
| | | | | | |
| Number of Performance-Based Award Shares | |
| Outstanding at December 31, 2025 | 1,162,000 | | |
| Granted | 141,000 | | |
| Released | (179,557) | | |
Canceled | (274,443) | | |
| Outstanding at March 31, 2026 | 849,000 | | |
As of March 31, 2026, there was $2.1 million of total unrecognized compensation cost for time based LTIP awards that will be recognized over the grants' remaining weighted average vesting period of 2.56 years. For the three months ended March 31, 2026 and March 31, 2025, the Company recognized $2.7 million and $2.8 million, respectively, of compensation expense associated with these awards within general and administrative expenses on the Company's Condensed Consolidated Statements of Operations and Comprehensive Income.
The following table contains information on time based LTIP award activity for the three months ended March 31, 2026:
| | | | | | |
| Number of Time-Based LTIP Awards | |
| Outstanding at December 31, 2025 | 70,000 | | |
| Granted | 96,000 | | |
| Released | (23,334) | | |
| | |
| Outstanding at March 31, 2026 | 142,666 | | |
Performance-based LTIP awards have a three-year cliff vesting schedule with the amount of LTIP awards vesting at the end of the three-year period determined based upon the Company’s performance as measured against its peers. More specifically, the percentage of shares vesting at the end of the measurement period will be based on the Company’s three-year total shareholder return measured against the three-year total shareholder return of the companies included in the MSCI US REIT index and the Company's stock performance ranking among a group of triple-net REIT peer companies. As of March 31, 2026, there was $13.1 million of total unrecognized compensation cost, which will be recognized over the performance-based LTIP awards' remaining weighted average vesting period of 2.42 years. For the three months ended March 31, 2026 and March 31, 2025, the Company recognized $1.4 million and $0.8 million of compensation expense associated with these awards within general and administrative expenses on the Company's Condensed Consolidated Statements of Operations and Comprehensive Income.
The following table contains information on performance-based LTIP award activity for the three months ended March 31, 2026:
| | | | | | |
| Number of Performance-Based LTIP Awards | |
| Outstanding at December 31, 2025 | 280,000 | | |
| Granted | 384,000 | | |
| | |
| | |
| Outstanding at March 31, 2026 | 664,000 | | |
14. Supplemental Disclosures of Cash Flow Information and Noncash Activities
Supplemental disclosures of cash flow information are as follows:
| | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, | | |
| | 2026 | | 2025 | | | | |
| (in thousands) |
| | | | | | | |
| Cash paid for interest | $ | 116,490 | | | $ | 125,872 | | | | | |
Noncash Investing and Financing Activities
On February 11, 2026, as partial consideration for the acquisition of the real property assets of Bally's Lincoln, the Company’s operating partnership issued 332,890 newly-issued OP units to an affiliate of Bally's which were valued at $15.4 million for accounting purposes at closing.
15. Acquisitions
The Company accounts for its acquisitions of real estate assets as asset acquisitions under ASC 805 - Business Combinations. Under asset acquisition accounting, incremental transaction costs incurred to acquire the purchased assets are also included as part of the asset cost.
As discussed in Note 1, the Company completed the purchase of the real property assets of Bally’s Lincoln and the properties were leased back to Bally's subject to the terms of the Bally's Master Lease II. The Company paid cash of $688.0 million and issued 332,890 OP Units valued at $15.4 million based on the Company's closing stock price at the acquisition date. The purchase price allocation of these assets based on their fair values at the acquisition date are summarized below (in thousands).
| | | | | |
| Land and improvements | $ | 443,587 | |
| |
| Building and improvements | 259,810 | |
| Total purchase price | $ | 703,397 | |