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VICI Properties 8-K Report, Material Agreement (Aug 6, 2026)

Reports
Material Agreements·Other Events·Exhibits & Filings
Filing Date
Filed August 6, 2026
Period End
August 5, 2026
Security
VICI
In the record · 2017–202610-K1010-Q288-K161

VICI filed 10 annual reports (10-K), 28 quarterly reports (10-Q) and 161 current reports (8-K) between 2017 and 2026.

  1. Leadership change8-K · Aug ’18Aug ’18
  2. Deal closed8-K · Jul ’20Jul ’20
  3. Material agreement8-K · Jan ’23Jan ’23
  4. Material agreement8-K · Apr ’25Apr ’25

01—Abstract

Summary

Summary of the 8-K filed August 6, 2026. Cited figures are marked; the original filing is the authoritative source.

VICI Properties Inc. and its operating partnership, VICI Properties L.P., entered into an underwriting agreement on August 5, 2026 with Wells Fargo Securities, LLC, Barclays Capital Inc., Mizuho Securities USA LLC and Truist Securities, Inc., as representatives of the underwriters, under which VICI LP agreed to issue and sell $900 milliona of 5.400% Senior Notes due 2031 and $850 million of 5.750% Senior Notes due 2036.

The 2031 Notes are being issued at 99.966% of par and the 2036 Notes at 98.375% of par. VICI LP estimates net proceeds of approximately $1,720.0 millionb after underwriting discounts and offering expenses, with closing expected on August 14, 2026, subject to customary conditions. VICI LP intends to use the net proceeds to repay all or a portion of three existing note series: $480.5 million of 4.500% senior notes due 2026 (September 2026 Maturity Notes), $19.5 million of 4.500% senior notes due 2026 (2026 MGP Notes), and $1.25 billion of 4.250% senior notes due 2026 (December 2026 Maturity Notes).

Any remaining proceeds may be used for general corporate purposes, including property acquisitions and improvements, capital expenditures, working capital, and repayment or refinancing of indebtedness. Because some underwriters or their affiliates may hold the notes being repaid, they may receive a portion of the proceeds; if more than 5%c of net proceeds go to any single underwriter or affiliate, the offering will follow FINRA Rule 5121. The offering was made under an automatic shelf registration statement filed April 30, 2025 (File No. 333-286854-01), with a prospectus supplement dated August 5, 2026.

Hogan Lovells Cadwalader US LLP issued a legality opinion dated August 6, 2026, filed as Exhibit 5.1. The filing is primarily a financing and refinancing event that refinances near-term 2026 maturities with longer-dated notes.

02—Key points

Key Highlights

  1. VICI LP agreed to sell $900 million of 5.400% Senior Notes due October 15, 2031, issued at 99.966% of par.
  2. VICI LP agreed to sell $850 million of 5.750% Senior Notes due October 15, 2036, issued at 98.375% of par.
  3. Estimated net proceeds of approximately $1,720.0 million, with closing expected August 14, 2026.
  4. Proceeds intended to repay $480.5 million (September 2026 Maturity Notes), $19.5 million (2026 MGP Notes) and $1.25 billion (December 2026 Maturity Notes) of 2026 senior notes.
  5. Interest is payable semi-annually on April 15 and October 15, commencing April 15, 2027.
  6. Offering conducted under an automatic shelf registration statement filed April 30, 2025, with a prospectus supplement dated August 5, 2026.
  7. Some underwriters or affiliates may receive proceeds as holders of notes being repaid, triggering FINRA Rule 5121 if over 5% goes to any one of them.

03—Questions

Frequently Asked Questions

  1. What securities is VICI LP issuing and in what amounts?

    VICI LP agreed to issue and sell $900 million aggregate principal amount of 5.400% Senior Notes due 2031 and $850 million aggregate principal amount of 5.750% Senior Notes due 2036.

  2. At what price will the notes be issued?

    The 2031 Notes will be issued at 99.966% of par value and the 2036 Notes at 98.375% of par value.

  3. How will VICI LP use the proceeds?

    VICI LP intends to use the net proceeds to repay all or a portion of $480.5 million of 4.500% notes due 2026, $19.5 million of 4.500% notes due 2026 (MGP Notes), and $1.25 billion of 4.250% notes due 2026, with any remaining proceeds for general corporate purposes.

  4. When are the notes expected to close and when do they mature?

    The offering is expected to close on August 14, 2026, subject to customary closing conditions. The 2031 Notes mature October 15, 2031, and the 2036 Notes mature October 15, 2036.

  5. Is there any conflict of interest involving the underwriters?

    Some underwriters or their affiliates may hold the notes being repaid and would receive a portion of the proceeds. If more than 5% of net proceeds go to any one underwriter or affiliate, the offering will be conducted in accordance with FINRA Rule 5121.

04—Continue

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