UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~March~~April 267, 2025

VICI Properties Inc.

VICI Properties L.P.

(Exact Name of Registrant as Specified in its Charter)

Maryland (VICI Properties Inc.) Delaware(VICI Properties L.P.)	001-38372 333-264352-01	81-4177147 35-2576503
Maryland (VICI Properties Inc.) Delaware (VICI Properties L.P.)	001-38372 333-264352-01	81-4177147 35-2576503
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

535 Madison Avenue, 28th Floor

New York, New York 10022

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (646) 949-4631

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common stock, $0.01 par value		VICI		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

VICI Properties Inc. ¨ Emerging growth company

VICI Properties L.P. ¨ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

VICI Properties Inc. ¨

VICI Properties L.P. ¨

Item 1.01. Entry into a Material Definitive Agreement.

On ~~March 26~~April 7, 2025, VICI ~~Properties~~ ~~Inc., a Maryland corporation (the “Company”), and VICI~~ Properties L.P., a Delaware limited partnership (“VICI LP”), ~~entered~~completed ~~into an underwriting agreement (~~the ~~“Underwriting~~previously ~~Agreement”)~~announced ~~with~~offering ~~Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, Barclays Capital Inc. and Citigroup Global Markets Inc., as representatives~~ of ~~the several underwriters listed on Schedule I thereto (collectively~~$400, ~~the “Underwriters”)~~000,000 ~~pursuant to which VICI LP agreed to issue and sell $400 million~~ aggregate principal amount of 4.750% ~~Senior~~ Notes due 2028 (the “2028 Notes”) and $900,000,000 ~~million~~ aggregate principal amount of 5.625% ~~Senior~~ Notes due 2035 (the “2035 Notes” and, together with the 2028 Notes, the “Notes”).

~~The~~VICI ~~2028~~LP ~~Notes~~intends ~~will~~to beuse ~~issued~~the net atproceeds 99from the offering to repay its outstanding (i) $500.~~729~~0 million in aggregate principal amount of 4.375% senior notes due 2025 (the “May 2025 Maturity Notes”), (ii) $799.4 million in aggregate principal amount of ~~par~~4.625% ~~value~~senior ~~with~~exchange anotes ~~coupon~~due 2025 (the “June 2025 Maturity Notes”), and (iii) $0.6 million in aggregate principal amount of 4.~~750~~625% ~~per~~senior ~~annum~~notes due 2025 (the “2025 MGP Notes”). ~~The~~VICI ~~2035~~LP expects to redeem the May 2025 Maturity Notes ~~will~~on April 8, 2025, the June 2025 Maturity Notes on April 8, 2025, and the 2025 MGP Notes on April 26, 2025, in each case, at a redemption price equal to 100% of the principal amount of the May 2025 Maturity Notes, the June 2025 Maturity Notes and the 2025 MGP Notes, as applicable, to be ~~issued~~redeemed, plus accrued interest to the applicable redemption date. Notwithstanding the expected redemptions, the May 2025 Maturity Notes bear interest at 994.~~219~~375% ofper ~~par~~annum ~~value~~and ~~with~~mature aon ~~coupon~~May 15, 2025, and each of 5the June 2025 Maturity Notes and the 2025 MGP Notes bear interest at 4.625% per annum and mature on June 15, 2025.

~~Interest~~The onNotes were issued pursuant to an Indenture, dated as of April 29, 2022 (the ~~Notes~~“Base isIndenture”), ~~payable~~between VICI LP, as issuer, and UMB Bank, National Association, ~~semi-annually~~as intrustee ~~arrears~~(the on“Trustee”), as supplemented by a Fourth Supplemental Indenture, dated as of April 1 7, 2025 (the “Fourth Supplemental Indenture” and, ~~October 1~~together ofwith ~~each~~the ~~year~~Base Indenture, ~~commencing~~the ~~October 1~~“Indenture”), ~~2025~~between VICI LP and the Trustee.

The 2028 Notes ~~will~~were ~~mature~~issued onat ~~April 1,~~99.729% ~~2028~~of ~~and~~par ~~the~~value ~~2035~~with ~~Notes~~a ~~will~~coupon ~~mature~~of ~~on April 1, 2035~~4.750% ~~VICI~~per ~~LP estimates that the net proceeds from this offering will be approximately $1,280~~annum.7 ~~million,~~The ~~after~~2035 ~~deducting~~Notes ~~the~~were ~~underwriting~~issued ~~discounts~~at ~~and other estimated offering expenses payable by VICI LP~~99. ~~The~~219% ~~offering~~of ispar ~~expected~~value towith ~~close~~a oncoupon ~~April 7, 2025 subject to the satisfaction~~ of ~~customary~~5.625% ~~closing conditions~~per annum.

~~The~~Interest ~~offering~~on ~~was made pursuant to an automatic shelf registration statement filed with~~ the ~~Securities~~Notes ~~and~~is ~~Exchange Commission on April 18, 2022 (File No. 333-264352-01),~~payable asemi-annually ~~base~~in ~~prospectus,~~arrears ~~dated~~on April ~~18,~~ ~~2022~~1 and aOctober ~~prospectus~~1 ~~supplement,~~of ~~dated~~each ~~March 26~~year, ~~2025~~commencing ~~and~~on ~~filed~~October ~~by VICI LP with the Commission pursuant to Rule 424(b) under the Securities Act of 1933~~1, ~~as amended~~2025.

~~VICI~~The LP2028 ~~intends~~Notes towill ~~use~~mature ~~the net~~on ~~proceeds~~April ~~from~~1, ~~the~~2028 ~~offering~~and ~~to repay its outstanding (i) $500.0 million in aggregate principal amount of 4.375% senior notes due 2025 (~~the ~~“May 2025~~2035 ~~Maturity~~ Notes~~”),~~ ~~(ii) $799.4~~will ~~million~~mature inon ~~aggregate~~April ~~principal~~1, ~~amount of 4~~2035.~~625%~~ ~~senior~~The ~~exchange~~Notes ~~notes due~~are ~~2025~~VICI ~~(the~~LP’s ~~“June 2025~~unsecured ~~Maturity~~and ~~Notes”),~~unsubordinated obligations and ~~(iii) $0.6~~rank ~~million~~equally in ~~aggregate~~right ~~principal amount~~ of ~~4.625%~~payment ~~senior notes~~with ~~due~~all ~~2025~~of ~~(the~~VICI ~~“2025~~LP’s ~~MGP~~existing ~~Notes”),~~ and ~~any~~future ~~remaining~~unsecured ~~net proceeds for general corporate purposes, which may include the acquisition~~ and ~~improvement~~unsubordinated ~~of properties, capital expenditures, working capital and the repayment or refinancing of~~ indebtedness.

IfThe ~~any~~Notes ofare ~~the~~not ~~underwriters or~~guaranteed ~~their~~by ~~affiliates~~VICI ~~are~~Properties ~~holders~~Inc., a Maryland corporation (the “Company”). As of the ~~May 2025~~issue ~~Maturity~~date, the Notes, ~~June 2025~~are ~~Maturity~~not ~~Notes,~~guaranteed ~~2025~~by ~~MGP~~any subsidiary ~~Notes~~of orVICI ~~other~~LP. ~~indebtedness~~However, ~~such~~ ~~underwriters~~under orlimited ~~affiliates~~circumstances, ~~will~~the ~~receive~~Indenture arequires ~~portion~~certain of ~~the~~VICI ~~net~~LP’s ~~proceeds~~subsidiaries ~~from~~to ~~this~~guarantee the ~~offering.~~obligations Inunder the ~~event~~Notes ~~that~~in ~~greater~~the ~~than~~future 5%if, ofand ~~the~~for so long as, any such subsidiary guarantees VICI LP’s obligations under ~~net~~the ~~proceeds~~Credit ~~from~~Agreement, ~~this~~dated ~~offering~~as ~~are~~of ~~used~~February to3, ~~repay~~2025, ~~such~~among ~~notes~~VICI orLP, ~~indebtedness~~the ~~owed~~lenders from time to ~~any~~time ~~individual~~party ~~underwriter~~thereto orand ~~its~~Wells ~~affiliates~~Fargo Bank, ~~this~~N.A., ~~offering~~as ~~will~~administrative beagent, ~~conducted~~as init ~~accordance~~may ~~with~~be ~~FINRA~~amended ~~Rule 5121~~from time to time.

~~Under~~Prior ~~the~~to ~~Underwriting~~(i) ~~Agreement,~~with respect to the ~~Company~~2028 ~~and~~Notes, ~~VICI~~March LP1, ~~made~~2028 ~~certain~~(one ~~customary~~month ~~representations,~~prior ~~warranties~~to the maturity date) and ~~covenants~~(ii) ~~concerning~~with respect to the ~~Company~~2035 Notes, ~~VICI~~January LP1, ~~and~~2035 ~~the~~(three ~~registration~~months ~~statement,~~prior ~~and~~to the ~~Company~~maturity ~~and~~date), ~~VICI~~such LPseries ~~have~~of ~~also~~Notes ~~agreed~~may tobe ~~indemnify~~redeemed ~~the~~at ~~Underwriters~~VICI ~~against~~LP’s ~~certain~~option, ~~liabilities~~in ~~and/~~whole or toin ~~contribute~~part, at the applicable redemption toprices ~~payments~~specified ~~that~~in the ~~Underwriters~~Indenture. ~~may~~In beaddition, ~~required~~on toor ~~make~~after, in(i) with respect ofto ~~those~~the ~~liabilities.~~2028 ~~Certain~~Notes, ofMarch 1, 2028 (one month prior to the maturity ~~Underwriters~~date) and ~~their~~(ii) ~~respective affiliates~~with ~~have~~respect to the 2035 Notes, ~~from~~January ~~time~~1, 2035 (three months prior to ~~time,~~the ~~performed~~maturity date), ~~and~~such series of Notes may inbe ~~the~~redeemed ~~future~~at ~~perform~~VICI LP’s option, ~~various~~in ~~financial~~whole ~~advisory~~or in part, ~~commercial~~at ~~banking~~a ~~and~~price ~~investment banking~~equal ~~services~~to ~~for~~100% of the ~~Company,~~principal ~~for~~amount ~~which~~of ~~they~~the ~~received~~Notes orbeing ~~will~~redeemed plus ~~receive~~accrued ~~customary~~and ~~fees~~unpaid ~~and~~interest ~~expenses~~thereon to the redemption date.

The ~~foregoing~~Notes ~~description~~also ofbenefit from a pledge of the ~~Underwriting~~limited ~~Agreement~~partnership ~~does~~interests ~~not~~of ~~purport~~VICI toLP bedirectly ~~complete~~owned ~~and~~by isVICI ~~subject~~Properties toOP LLC, ~~and~~a isDelaware ~~qualified~~limited inliability ~~its~~company (the ~~entirety~~“Limited byEquity ~~reference~~Pledge”). ~~to,~~The ~~the~~Limited ~~full~~Equity ~~text~~Pledge ofsecures the ~~Underwriting~~payment ~~Agreement,~~and ~~which~~performance iswhen ~~attached~~due ~~hereto~~of asall ~~Exhibit 1.1~~of ~~and~~the isobligations ~~incorporated~~of byVICI ~~reference~~LP ~~herein~~under the Notes and the Indenture.

~~Item~~The 8Indenture contains certain covenants that, among other things, limit the ability of VICI LP, subject to exceptions, to incur secured and unsecured indebtedness and to consummate a merger, consolidation or sale of all or substantially all of its assets.01 ~~Other~~In ~~Events~~addition, the Indenture requires VICI LP to maintain total unencumbered assets of at least 150% of total unsecured indebtedness. These covenants are subject to a number of important exceptions and qualifications. The Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Notes to become due and payable.

~~Hogan~~The ~~Lovells~~foregoing USdescription ~~LLP, counsel~~is toa summary of the ~~Company~~terms of the Indenture and ~~VICI~~the ~~LP,~~Notes ~~has~~and ~~issued~~does annot ~~opinion~~purport to ~~the~~be ~~Company~~complete. ~~and~~The ~~VICI~~foregoing LPdescription ~~dated~~is ~~March 27,~~qualified ~~2025~~in ~~regarding~~its entirety by reference to the ~~legality~~full text of the ~~Notes. A~~Base ~~copy~~Indenture ofand the ~~opinion~~Fourth isSupplemental ~~filed~~Indenture (including the forms of Notes), copies of which are attached hereto as ~~Exhibit 5~~Exhibits 4.1 ~~hereto~~through 4.4 and incorporated herein by reference ~~herein~~.

The offering was made pursuant to an automatic shelf registration statement filed with the Securities and Exchange Commission (the “SEC”) on April 18, 2022 (File No. 333-264352-01) by the Company and VICI LP, and a base prospectus, dated April 18, 2022, a related preliminary prospectus supplement filed with the SEC on March 26, 2025, and a related final prospectus supplement filed with the SEC on March 27, 2025 by VICI LP pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of the Registrant.

The disclosure under Item 1.01 is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
1.1		Underwriting Agreement, dated March 26, 2025, by and among the Company, VICI LP and Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, Barclays Capital Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters listed on Schedule I thereto.
4.1		Indenture, dated as of April 29, 2022, between VICI Properties L.P. and UMB Bank, National Association, as trustee. Filed with VICI LP’s Current Report on Form 8-K dated April 29, 2022 and incorporated by reference herein.
5.1		Opinion of Hogan Lovells US LLP regarding the legality of the Notes.
4.2		Fourth Supplemental Indenture, dated as of April 7, 2025, between VICI Properties L.P. and UMB Bank, National Association, as trustee.
23.1		Consent of Hogan Lovells US LLP (included in Exhibit 5.1).
4.3		Form of Global Note representing the 4.750% Senior Notes due 2028 (included in Exhibit 4.2).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).
4.4		Form of Global Note representing the 5.625% Senior Notes due 2035 (included in Exhibit 4.2).
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 27, 2025	VICI PROPERTIES INC.
Date: April 7, 2025	VICI PROPERTIES INC.
	By:	/s/ Samantha S. Gallagher
		Samantha S. Gallagher
		Executive Vice President, General Counsel and Secretary

Date: March 27, 2025	VICI PROPERTIES L.P.
Date: April 7, 2025	VICI PROPERTIES L.P.
	By:	/s/ Samantha S. Gallagher
		Samantha S. Gallagher
		Secretary

Co-Registrant CIK	0001920791
Co-Registrant Amendment Flag	false
Co-Registrant Form Type	8-K
Co-Registrant DocumentPeriodEndDate	2025-0304-2607
Co-Registrant Written Communications	false
Co-Registrant Solicitating Materials	false
Co-Registrant PreCommencement Tender Offer	false
Co-Registrant PreCommencement Issuer Tender Offer	false
Co-Registrant AddressLine1	535 Madison Avenue, 20th Floor
Co-Registrant City	New York
Co-Registrant State	New York
Co-Registrant ZipCode	10022
Co-Registrant CityAreaCode	646
Co-Registrant LocalPhoneNumber	949-4631

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