Gaming & Leisure Properties, Inc. (GLPI)

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

Cautionary Note Regarding Forward-Looking Statements

Forward-looking statements in this document are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Gaming and Leisure Properties, Inc. ("GLPI") and its subsidiaries (collectively with GLPI, the "Company") to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements include information concerning the Company’s business strategy, plans, goals and objectives.

Forward-looking statements in this document include, but are not limited to, statements regarding our ability to grow our portfolio of gaming facilities. In addition, statements preceded by, followed by or that otherwise include the words "believes," "expects," "anticipates," "intends," "projects," "estimates," "plans," "may increase," "may fluctuate," and similar expressions or future or conditional verbs such as "will," "should," "would," "may" and "could" are generally forward-looking in nature and not historical facts. You should understand that the following important factors could affect future results and could cause actual results to differ materially from those expressed in such forward-looking statements:

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

•the impact that higher inflation rates and interest rates and uncertainty with respect to the future state of the economy could have on discretionary consumer spending, including the casino operations of our tenants;

•unforeseen consequences related to United States ("U.S.") government, economic, monetary or trade policies and stimulus packages on inflation rates, interest rates and economic growth;

•geopolitical events, including recent conflicts in the Middle East, and their potential impact on U.S. Treasury yields and inflation rates;

•the ability of our tenants to maintain the financial strength and liquidity necessary to satisfy their respective obligations and liabilities to third parties, including, without limitation, to satisfy obligations under their existing credit facilities and other indebtedness;

•the availability of and the ability to identify suitable and attractive acquisition and development opportunities and the ability to acquire and lease the respective properties on favorable terms;

•the degree and nature of our competition;

•the ability to receive, or delays in obtaining, the regulatory approvals required to own and/or operate our properties, or other delays or impediments to completing our planned acquisitions or projects;

•the potential of a new pandemic or similar national health crisis, including its effect on the ability or desire of people to gather in large groups (including in casinos), which could impact our financial results, operations, outlooks, plans, goals, growth, cash flows, liquidity, and stock price;

•our ability to maintain our status as a real estate investment trust ("REIT"), given the highly technical and complex Internal Revenue Code (the "Code") provisions for which only limited judicial and administrative authorities exist,

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where even a technical or inadvertent violation could jeopardize REIT qualification and where requirements may depend in part on the actions of third parties over which the Company has no control or only limited influence;

•the satisfaction of certain asset, income, organizational, distribution, shareholder ownership and other requirements on a continuing basis in order for the Company to maintain its REIT status;

•the ability and willingness of our tenants and other third parties to meet and/or perform their obligations under their respective contractual arrangements with us, including lease and note requirements and in some cases, their obligations to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities;

•the ability of our tenants to comply with laws, rules and regulations in the operation of our properties, to deliver high quality services, to attract and retain qualified personnel and to attract customers;

•the ability to generate sufficient cash flows to service and comply with financial covenants under our outstanding indebtedness;

•our ability to access capital through debt and equity markets in amounts and at rates and costs acceptable to GLPI, including for the satisfaction of our funding commitments to the extent drawn by our partners, acquisitions or refinancings due to maturities;

•the ability of our tenants to decline our funding commitments by seeking alternative financing solutions and/or if our tenants do elect to utilize our funding commitments, the amounts drawn and the timing of these draws may be different than what the Company assumed;

•adverse changes in our credit rating;

•the availability of qualified personnel and our ability to retain our key management personnel;

•changes in the U.S. tax law and other federal, state or local laws, whether or not specific to real estate, REITs or the gaming, lodging or hospitality industries;

•changes in accounting standards;

•the impact of weather or climate events or conditions, natural disasters, acts of terrorism and other international hostilities, war (including the current conflict between Russia and Ukraine and conflicts in the Middle East) or political instability;

•the risk that the historical financial statements included herein do not reflect what the business, financial position or results of operations of GLPI may be in the future;

•other risks inherent in the real estate business, including potential liability relating to environmental matters and illiquidity of real estate investments; and

•additional factors as discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the "Annual Report"), in this Quarterly Report on Form 10-Q and Current Reports on Form 8-K as filed with the United States Securities and Exchange Commission.

You should consider the areas of risk described above, as well as those set forth in the "Risk Factors" section in the Company’s Annual Report and this Quarterly Report on Form 10-Q, in connection with considering any forward-looking statements that may be made by the Company generally. Other unknown or unpredictable factors may also cause actual results to differ materially from those projected by the forward-looking statements. Most of these factors are difficult to anticipate and are generally beyond the control of the Company. Except for the ongoing obligations of the Company to disclose material information under the federal securities laws, the Company does not undertake any obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless required to do so by law.

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Company Overview

GLPI is a self-administered and self-managed REIT headquartered in Wyomissing, Pennsylvania. GLPI was incorporated on February 13, 2013, as a wholly-owned subsidiary of PENN. On November 1, 2013, PENN contributed to GLPI, through a series of internal corporate restructurings, substantially all of the assets and liabilities associated with PENN’s real property interests and real estate development business, as well as the assets and liabilities of 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 our business is conducted through GLP Capital, the day-to-day management of which is exclusively controlled by GLPI. GLPI has no material assets other than its investment in GLP Capital. GLPI issues equity from time to time and is obligated to contribute the net proceeds from those offerings to GLP Capital. As of June 30, 2026, GLPI holds a 96.9% controlling financial interest in the operating partnership.

Business Strategy

We seek 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. Our 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.

Property and lease information

The Company has disclosed the following key terms of its master leases and single-property leases in the tables below, along with the properties within each lease at June 30, 2026. We believe the following key terms are important for users of our financial statements to understand.

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

•Certain leases have a minimum escalator coverage ratio governor as disclosed below. Before a rent escalation of up to 2% on the building base rent component of each lease can occur, the minimum coverage ratio for these leases needs to be 1.8 to 1 for the applicable lease year.

•The reported coverage ratios below with respect to our tenants' rent coverage over the trailing twelve months were provided by our tenants for the most recently available time period. GLPI has not independently verified the accuracy of the tenants' information and therefore makes no representation as to its accuracy. Rent coverage ratios are not reported for ground leases and development projects nor on leases that have been in effect for less than twelve months.

•The Amended PENN Master Lease, the Amended Pinnacle Master Lease, the Boyd Master Lease, and the Belterra Park Lease each include (i) a fixed rent component, a portion of which escalates annually by up to 2% if specified rent coverage thresholds are met, and (ii) a percen

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

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

Overview

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

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

Key Trends That May Affect Our Business

Tenant and Industry Performance

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

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respective guarantors', as applicable) financial performance, the performance of the gaming properties and health of the economies where our leased properties are located.

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

Key 2025 Highlights

Operating Results

•Collected 100% of contractual rent in cash.

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

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

Significant Achievements

•Extended development funding commitments for the following projects:

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

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

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

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

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

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

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

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

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

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

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

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•Financing and other

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

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

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

Segment Information

The Company's operations consist solely of investments in real estate for which all such real estate properties are similar to one another in that they consist of destination and leisure properties and related offerings, whose tenants offer casino gaming, hotel, convention, dining, entertainment and retail amenities, have similar economic characteristics and are governed by triple-net operating leases. As such, the Company has one operating segment and one reportable segment. The operating results of the Company's real estate investments are reviewed in the aggregate using the Company's consolidated financial statements by the Chief Executive Officer, who is the chief operating decision maker (as such term is defined in ASC 280 - Segment Reporting).

Executive Summary

Financial Highlights

We reported total revenues and income from operations of $1,594.8 million and $1,201.5 million, respectively, for the year ended December 31, 2025, compared to $1,531.5 million and $1,130.7 million, respectively, for the year ended December 31, 2024.  The major factors affecting our results for the year ended December 31, 2025, as compared to the year ended December 31, 2024, were as follows:

•Total income from real estate was $1,594.8 million and $1,531.5 million for the years ended December 31, 2025 and 2024, respectively. Total income from real estate increased by $63.2 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024. The reason for the increase was primarily due to our recent acquisitions and development activity which in the aggregate increased cash income by $73.6 million. Current year results also benefited by $17.7 million from escalations on our leases and higher percentage rent of $2.3 million. The Company also recognized unfavorable straight-line and deferred rent adjustments of $33.6 million compared to the corresponding period in the prior year, as well as lower accretion of $0.6 million on its Investment in leases. Finally, the Company had higher ground rent income of $3.9 million.

•Total operating expenses decreased by $7.6 million for the year ended December 31, 2025, as compared to the prior year. The provision for credit losses declined by $28.6 million due to primarily due to changes in estimates to property specific credit and performance metrics as well as changes in economic forecasts. Land rights and ground lease expense increased by $7.7 million due to the acquisition of assets in Bally's Master Lease II. General and administrative expenses increased by $3.9 million due primarily from an executive severance charge of $6.3 million, partially offset by lower stock based compensation expense of $3.1 million due primarily from forfeitures from the executive awards. During the year ended December 31, 2024, the Company recorded a gain of $3.8 million on the reclassification of the Tropicana Las Vegas Lease to a sales type lease from an operating lease due to a lease

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reconsideration event. Finally, the Company incurred higher depreciation expense of $5.7 million due to its recent acquisitions.

•Other expenses, net increased by $28.0 million for the year ended December 31, 2025, as compared to the prior year. The increase was due to higher borrowing levels that partially funded our recent acquisitions, a decrease in interest income due to lower average interest earning balances in the current year. Additionally, results for the year ended December 31, 2025 included a debt extinguishment charge of $3.8 million for a call premium payment and accelerated amortization of debt issuance costs due to a senior unsecured note redemption.

•Net income increased by $42.7 million for the year ended December 31, 2025, as compared to the prior year, primarily due to the variances explained above.

Critical Accounting Estimates

We make certain judgments and use certain estimates and assumptions when applying accounting principles in the preparation of our cons

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