8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): 12/8/2025

Gaming and Leisure Properties, Inc.

(Exact name of registrant as specified in its charter)

845 Berkshire Blvd., Suite 200

Wyomissing, PA 19610

(Address of principal executive offices)

610-401-2900

(Registrant’s telephone number, including area code)

N/A

(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 (see General Instruction A.2 below):

☐   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:

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).

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. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 4, 2025, the Board of Directors (the “Board”) of Gaming and Leisure Properties, Inc. (the “Company”) appointed Mr. Michael Borofsky as a new independent member of the Board, effective immediately. The appointment of Mr. Borofsky to the Board brings the total number of directors to eight, seven of whom are independent members. Mr. Borofsky will hold the directorship until the Company’s next annual meeting of shareholders or until his successor is duly elected and qualified or until his earlier death, disqualification, resignation or removal.

As of the date of this Current Report on Form 8-K, the Board has not determined Mr. Borofsky’s Board committee assignments. Mr. Borofsky will receive a pro-rated portion of the cash portion of the Company’s non-employee director compensation program for his service on the Board until the next annual non-employee director compensation cycle commences.

Item 7.01 Regulation FD Disclosure.

A copy of the press release, dated December 8, 2025, announcing the appointment of Mr. Borofsky as a new independent director of the Company, is filed as Exhibit 99.1 to this Current Report on Form 8-K, and incorporated herein by reference.

The press release is being furnished pursuant to Item 7.01, and the information contained therein shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

(d) Exhibits.

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.

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Document

GAMING AND LEISURE PROPERTIES EXPANDS BOARD OF DIRECTORS

WITH APPOINTMENT OF MICHAEL BOROFSKY

WYOMISSING, Pa., December 8, 2025 -- Gaming and Leisure Properties, Inc. (NASDAQ: GLPI) (the “Company”), announced today that Michael Borofsky has been appointed to the Board of Directors as a new independent director, effective immediately, subject to receipt of customary regulatory approvals. The appointment of Mr. Borofsky expands the Board of Directors to eight members, seven of whom are considered independent according to the listing standards of the Nasdaq Stock Exchange.

Michael Borofsky is the founder of Mithrandir Ventures, a diversified family office with investments in gaming, healthcare, software and climate tech. Michael's primary focus is on building high cash flow generating businesses with leading market positions and helping companies innovate and evolve through emerging technologies.

Peter Carlino, Chairman and Chief Executive Officer of GLPI, commented, “Michael has a proven track record of investing in and advising companies through transformative growth and brings deep financial, capital allocation, strategy and legal expertise which will complement the Board. I am delighted to welcome Michael as our newest Director and am confident that his extensive experience in the gaming, entertainment and technology sectors, will be highly valuable as we continue to grow our tenant base and property portfolio and build value for shareholders."

Prior to Mithrandir Ventures, Mr. Borofsky was General Counsel and a Member of the Management and Investment Committees at Gryphon Investors, a $9 billion middle market private equity fund, with 36 controlled portfolio companies across five industry sectors: consumer, healthcare, software, industrial growth and business services. Prior to Gryphon, he was the Chief Operating and Strategy Officer of the Pohlad Companies, a holding company with a diverse group of operating businesses, including the Minnesota Twins, Par Systems, United Properties, Carousel Motors and Northmarq Capital. Michael also spent 16 years as a senior executive at MacAndrews & Forbes, Ronald O. Perelman's investment vehicle, with interests in consumer products, defense, media and entertainment, gaming, financial services, biotechnology and food products. Prior to MacAndrews, Michael worked for Skadden, Arps, Slate, Meagher & Flom LLP, where he specialized in mergers & acquisitions, and was an analyst at Goldman Sachs.

Mr. Borofsky earned a B.A. with honors from Yale University and a J.D. from Columbia University School of Law where he was a Harlan Fiske Stone Scholar.

About Gaming and Leisure Properties

GLPI is engaged in the business of acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease arrangements, pursuant to which the tenant is responsible for all facility maintenance, insurance required in connection with the leased properties and the business conducted on the leased properties, taxes levied on or with respect to the leased properties and all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties.

Contact

Gaming and Leisure Properties, Inc.                    Investor Relations

Carlo Santarelli, SVP - Corporate Strategy & Investor Relations        Joseph Jaffoni at JCIR

610/378-8232                    212/835-8500

csantarelli@GLPROPINC.COM                    glpi@jcir.com