VICI Properties (VICI) risk factors, FY2025 10-K

Risks Related to Our Business and Operations

1. 01We are dependent on the gaming industry and may be susceptible to risks associated with it, including heightened competition, regulatory developments, changes in consumer behavior and discretionary spending, and the overall macroeconomic environment and outlook27% rewritten
2. 02Because a concentrated portion of our revenues are generated from the Las Vegas Strip, we are subject to greater risks than a company that is more geographically diversified41% rewritten
3. 03Our pursuit of acquisitions of, and investments in, experiential assets and other strategic opportunities are in a highly competitive industry and may be unsuccessful or fail to meet our expectations, and we may not identify all potential costs and liabilities in connection with such acquisitions or investments51% rewritten
4. 04are able to raise the funds from alternative sources, which we may not be able to achieve on favorable terms or at all, or make other arrangementsNew
5. 05We and our tenants face extensive regulation from gaming and other regulatory authorities, and our charter provides that any of our shares held by investors who are found to be unsuitable by state gaming regulatory authorities are subject to redemption, which may delay or prohibit a change in control
6. 06Required regulatory approvals can delay or prohibit transfers of our gaming properties or the consummation of transactions, which could result in periods in which we are unable to receive rent related to, or otherwise realize the benefits of, such transactions
7. 07We are subject to additional risks from our investments located outside the United States or on tribal landNew
8. 08Our long-term, triple-net leases include rent escalations over specified periods that will generally continue to apply regardless of the amount of cash flows generated by the properties subject to such lease agreements, and such lease agreements may not result in fair market lease rates over time
9. 09Our ability to sell, dispose of and use our properties may be limited by the contractual terms of our lease agreements, tax protection agreements or other agreements with our tenants, or otherwise impacted by matters relating to our real estate ownership
10. 10We are exposed to risks related to certain of our properties that are subject to ground and use lease arrangements
11. 11We may elect not to, or not be able to, purchase properties pursuant to our rights under certain agreements, including put-call, call right, right of first refusal, right of first offer and similar agreements, including if we are unable to obtain financing on attractive terms, or at all
12. 12Our business is subject to risks associated with the potential sale or divestiture of properties or assets in the event we elect to pursue such sale or divestiture after an evaluation of our portfolio of businesses, including loss of revenue and lower-than-expected proceeds
13. 13Our properties and the properties securing our loans are subject to risks from natural disasters and other adverse or extreme weather conditions, including the physical effects of climate change62% rewritten
14. 14We or our tenants may experience uninsured or underinsured losses, which could result in a significant loss of the capital we have invested in a property, decrease anticipated future revenues or cause us to incur unanticipated expenses
15. 15Terrorist attacks or other acts of violence may affect our properties or our tenants’ businesses and operations at such properties
16. 16The loss of the services of key personnel could have a material adverse effect on our business
17. 17We face risks associated with cybersecurity incidents and other significant disruptions of our information technology (IT) networks and related systems or those IT networks and systems of third parties
18. 18Properties within our portfolio are, and properties that we may acquire in the future are likely to be, operated and promoted under certain trademarks and brand names that we do not own
19. 19The market price and trading volume of shares of our common stock may be volatile30% rewritten

Risks Related to Our Indebtedness and Financing

1. 20We have a substantial amount of indebtedness and debt service requirements. As of December 31, 2025, we had approximately $17.1 billion in long-term indebtedness, and we also had $2.4 billion of available capacity to borrow under the Revolving Credit Facility (as defined in Note 7 - Debt)New
2. 21Uncertainty in the macroeconomic environment, including heightened interest rates and uncertainty regarding future interest rates, have and may continue to negatively affect usNew
3. 22Disruption in the equity and debt capital markets may adversely affect our ability to access external funding for our growth and ongoing debt service requirements
4. 23Adverse changes in our credit ratings may affect our borrowing terms and capacity
5. 24A breach or default of covenants in our debt agreements could materially and adversely affect our business, financial condition, liquidity, results of operations and prospects
6. 25We have engaged and may engage in hedging or other derivative transactions that may limit gains or result in losses
7. 26Future incurrences of debt, which would be senior to our shares of common stock upon liquidation, and/or issuance of preferred equity securities, which may be senior to our shares of common stock for purposes of distributions or upon liquidation, could adversely affect the market price of our common stock

Risks Related to Our Status as a REIT

1. 27We may incur adverse tax consequences if we have failed or fail to qualify as a REIT for U.S. federal income tax purposes
2. 28Complying with REIT requirements may cause us to liquidate or forgo otherwise attractive opportunities and limit our expansion opportunities, or otherwise adversely affect our ability to execute our business plan
3. 29If VICI OP fails to qualify as a partnership for U.S. federal income tax purposes, we would fail to qualify as a REIT and suffer other adverse tax consequences
4. 30Even if we qualify as a REIT, we may face other tax liabilities that reduce our cash flow26% rewritten
5. 31Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities
6. 32The cash available for distribution to stockholders may not be sufficient to pay dividends at expected levels, nor can we make assurances of our ability to make distributions in the future. We may use borrowed funds to make distributions
7. 33In the event that we recognize a significant gain from cash settlement of a forward sale agreement, the U.S. federal income tax treatment of the cash that we receive in such instance is unclear and could impact our ability to meet the REIT qualification requirements
8. 34Changes to the U.S. federal income tax laws or global tax laws could have a material and adverse effect on us or our stockholders

Risks Related to Our Organizational Structure

1. 35VICI is a holding company with no direct operations and relies on distributions received from VICI OP to make distributions to its stockholders
2. 36Certain provisions in our charter and bylaws, as well as certain provisions of Maryland law, may delay, defer or prevent an acquisition of our common stock or a change in control63% rewritten