Vici Properties Inc S-4, filed Dec 5, 2025

Vici Properties Inc. (VICI)

S-4 2025-12-05

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Added on October 18, 2026

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	Large accelerated filer ☒			Accelerated filer ☐
	Non-accelerated filer ☐			Smaller reporting company ☐
				Emerging growth company ☐

	Additional Information					i
	About This Prospectus					ii
	Selected Definitions					v
	Questions and Answers					xiv
	Summary					1
	Risk Factors					10
	Cautionary Statement Regarding Forward-Looking Statements					17
	The Companies					18
	The Transactions					20
	Transaction Overview					20
	Golden’s Restructuring					20
	The PropCo Subsidiary Merger					20
	Exclusivity Agreement					21
	Tax Matters and Indemnity Agreement					21
	Background of the Transactions					22
	VICI’s Reasons for the Transactions					25
	Golden’s Reasons for the Transactions					27
	Directors and Management of VICI					27
	Interests of Golden’s Directors and Executive Officers in the Transactions					28
	Regulatory Approvals Required for the Transactions					28
	Material U.S. Federal Income Tax Consequences of the PropCo Subsidiary Merger to VICI					28
	Accounting Treatment of the Transactions					29
	No Appraisal or Dissenters’ Rights					29
	Exchange of Shares					29
	Listing of VICI Common Stock					30
	Delisting and Deregistration of Golden Common Stock					30
	Litigation Relating to the Transactions					30
	The Master Transaction Agreement					31
	Effect of the Transactions					31
	Closing and Effective Time of the PropCo Subsidiary Merger					31
	Directors and Officers; Articles of Incorporation; Bylaws					32
	Consideration					32
	Treatment of Golden Equity Awards					33
	Exchange and Payment Procedures					34
	Representations and Warranties					36
	Material Adverse Effect					39
	Conduct of Business Pending the Transactions					40
	Solicitation of Other Offers					42
	Change of Recommendation; Intervening Events					45
	Conditions to Closing the Transactions					47
	Indemnification and Insurance					49
	Other Covenants					50

	Termination of the Master Transaction Agreement					54
	Termination Fees					55
	Risk of Loss					58
	Specific Performance					58
	Several Liability					59
	Fees and Expenses					59
	Amendment; Waivers; Golden Independent Committee Approval					59
	Governing Law					59
	Material U.S. Federal Income Tax Consequences Of The Propco Subsidiary Merger To VICI					60
	Material U.S. Federal Income Tax Considerations Regarding the Ownership and Disposition of VICI Common Stock					62
	Comparative Market Prices and Dividend Information					86
	Comparative Per Share Market Prices					86
	Dividends					86
	Description of VICI Capital Stock					88
	General					88
	Common Stock					88
	Power to Reclassify and Issue Stock					89
	Preferred Stock					89
	Series A Preferred Stock					89
	Restrictions on Ownership and Transfer					89
	Redemption of Securities Owned or Controlled by an Unsuitable Person or Affiliate					92
	Transfer Agent and Registrar					93
	Certain Provisions of Maryland Law and VICI’s Charter and Bylaws					93
	Limitation of Liability and Indemnification of Directors and Officers					98
	Indemnification Agreements					99
	Comparison Of Rights Of VICI Stockholders And Golden Shareholders					100
	Legal Matters					118
	Experts					118
	Where You Can Find More Information And Incorporation By Reference					119
	Signatures					II-5

	VICI Common Stock									Golden Common Stock
Date	High			Low			Close			High			Low			Close
November 5, 2025		$	30.48		$	30.06		$	30.17		$	21.35		$	19.57		$	21.23
, 2025		$			$			$			$			$			$

	VICI Common Stock									Golden Common Stock
Date	High			Low			Close			High			Low			Close
November 5, 2025		$	30.48		$	30.06		$	30.17		$	27.49		$	27.11		$	27.21
, 2025		$			$			$			$			$			$

	Rights of VICI Stockholders	Rights of Golden Shareholders
Corporate Governance and Purpose	VICI is organized as a Maryland corporation and has been taxed as a REIT for U.S. federal income tax purposes since its formation in 2017. The rights of VICI stockholders are governed by the MGCL, the VICI charter and the VICI bylaws. VICI’s stated purpose is to engage in any lawful act or activity for which corporations may be organized under the general laws of the State of Maryland, including engaging in business as a REIT under the Code.	Golden is a Minnesota corporation. The rights of Golden shareholders are governed by the MBCA, the Golden charter and the Golden bylaws. Golden does not have a stated purpose.
Authorized Capital Stock/Shares of Beneficial Interest	VICI is authorized to issue up to 1,400,000,000 shares of stock, consisting of (i) 1,350,000,000 shares of common stock, par value $0.01 per share and (ii) 50,000,000 shares of preferred stock, par value $0.01 per share. As of December 2, 2025, there were 1,068,811,371 shares of VICI Common Stock outstanding. VICI has no preferred stock outstanding. Subject to the rights of holders of preferred stock (if any), the VICI Board, with the approval of a majority of the entire VICI Board and without any action by the	Golden is authorized to issue 100,000,000 shares of capital stock, consisting of (i) 92,500,000 shares of common stock, par value $0.01 per share and (ii) 7,500,000 shares of Series A Convertible Preferred Stock, par value $0.01 per share. As of December 2, 2025, there were 26,177,677 shares of Golden Common Stock outstanding. Golden has no shares of preferred stock outstanding.

	Rights of VICI Stockholders	Rights of Golden Shareholders
	stockholders of VICI, may amend the VICI charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that VICI has authority to issue.
Board Duties to Stockholders / Shareholders	Under the MGCL, directors must perform their duties in good faith, in a manner that they reasonably believe to be in VICI’s best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. Directors who act in such a manner generally will not be liable to the company or its shareholders for monetary damages by reason of being a director. Under the MGCL, an act of a director is presumed to satisfy such standards. Additionally, under the MGCL, an act (including a failure to act or a determination not to act), by a director relating to or affecting an acquisition or a potential acquisition of control of the corporation is not subject to a higher duty or greater scrutiny than is applied to any other act of a director.	Under the MBCA, directors must perform their duties in good faith, in a manner that they reasonably believe to be in Golden’s best interests and with the care that an ordinarily prudent person in a like position would exercise under similar circumstances. Directors who act in such a manner generally will not be liable to the company or its shareholders for monetary damages by reason of being a director.
Distributions and Dividends	Pursuant to VICI’s charter and bylaws, dividends and other distributions in cash or other assets or securities of VICI may be authorized by the VICI Board, subject to the provisions of the MGCL. Except as otherwise provided by the MGCL or VICI’s charter, the holders of VICI Common Stock shall share ratably in all dividends and other distributions, whether in respect of liquidation, dissolution or winding up (voluntary or involuntary) or otherwise, at such times and in such amounts as the VICI Board in its sole and absolute discretion may determine. Before payment of any dividends or other distributions, there may be set aside such sum or sums as the VICI Board may from time to time, in its absolute discretion, think proper as a reserve fund for contingencies, for equalizing dividends, for repairing or maintaining any property or for such other purpose as the VICI Board shall	Golden may declare distributions (including in the form of dividends) in accordance with the MBCA, which permits the Golden Board to authorize and cause Golden to make a distribution only if the Golden Board determines that Golden will be able to pay its debts in the ordinary course of business after making the distribution and the Golden Board does not know before the distribution is made that the determination was or has become erroneous. A distribution may be made only if (i) all amounts payable to the holders of shares having a preference for the payment of that kind of distribution, other than those holders who give notice to the corporation of their agreement to waive their rights to that payment, are paid; and (ii) the payment of the distribution does not reduce the remaining net assets of the corporation below the aggregate preferential amount payable in the

	Rights of VICI Stockholders	Rights of Golden Shareholders
	determine, and the VICI Board may modify or abolish any such reserve. The MGCL provides that no distribution may be made by a Maryland corporation if, after giving effect to the distribution, the corporation would be unable to pay its indebtedness as the indebtedness becomes due in the usual course of business, or, subject to certain exceptions pertaining to distributions from recent net earnings, if the corporation’s total assets would be less than the sum of its total liabilities plus, unless its charter permits otherwise, the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of the VICI stockholders whose preferential rights on dissolution are superior to those receiving the distribution.	event of liquidation to the holders of shares having preferential rights, unless the distribution is made to those shareholders in the order and to the extent of their respective priorities or the holders of shares who do not receive distributions in that order give notice to the corporation of their agreement to waive their rights to that distribution. Pursuant to Golden’s charter and bylaws, issuances of share dividends may be authorized by the Golden Board. The Golden Board has authority to establish by resolution more than one class or series of shares, either preferred or common, and to fix the relative rights, restrictions and preferences of any such different classes or series, and the authority to issue shares of a class or series to another class or series to effectuate share dividends, splits or conversion of Golden’s outstanding shares.
Merger, Sale or Other Disposition of Assets	Under Maryland law, a Maryland corporation generally may not consolidate, merge, convert, sell all or substantially all of its assets, engage in a statutory share exchange or dissolve unless the action is advised by its board of directors and approved by the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast on the matter. As permitted by Maryland law, the VICI charter provides that any of these actions, once advised by the VICI Board, may be approved by the affirmative vote of stockholders entitled to cast a majority of all of the votes entitled to be cast on the matter, except for amendments to the charter provisions relating to indemnification and limitation of liability and amendments to the amendment provision of the VICI charter affecting these provisions, which require the affirmative vote of stockholders entitled to cast 75% of all of the votes entitled to be cast generally in the election of directors.	Subject to limited exceptions, under the MBCA, the consummation of a merger or consolidation of a company requires the board of directors to approve and declare advisable the agreement of merger or consolidation and requires that the agreement of merger or consolidation be adopted by the affirmative vote of a majority of all shareholders entitled to vote entitled to vote thereon at an annual or special meeting. Notice of the shareholders’ meeting must be given to all holders of both voting and non-voting stock not less than 14 days and not more than 60 days before the meeting. Golden’s charter provides that approval of a merger presented to the shareholders shall be decided by the affirmative vote of the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes) on such matter by the shares present and entitled to vote thereon.

	Rights of VICI Stockholders	Rights of Golden Shareholders
	Maryland law also permits a corporation to transfer all or substantially all of its assets without the approval of its stockholders to an entity owned, directly or indirectly, by the corporation. In addition, because many of VICI’s operating assets are held by its subsidiaries, each of these subsidiaries are separately able to merge or sell all or substantially all of their assets without the approval of VICI stockholders.
Voting Rights	Subject to certain restrictions on the ownership and transfer of stock described below under the caption “Restrictions on Ownership and Transfer”, holders of VICI Common Stock will be entitled to one vote for each share held of record on all matters on which stockholders are entitled to vote generally. The holders of VICI Common Stock do not have cumulative voting rights in the election of directors or otherwise. Except for amendments to the VICI charter provisions related to indemnification and limitation of liability, and amendments to the amendment provision of the VICI charter affecting these provisions, and notwithstanding any provision of law permitting or requiring any action to be taken or approved by the affirmative vote of stockholders entitled to cast a greater number of votes, any such action shall be effective and valid if declared advisable by the VICI Board and taken or approved by the affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast on the matter.	Holders of Golden Common Stock are entitled to one vote for each share having voting power standing in their name on the books of Golden. Golden shareholders do not have cumulative voting rights in the election of directors or otherwise. Except as otherwise required by applicable law and as described under “Election of Directors”, each matter presented to Golden shareholders at a duly called or convened meeting of shareholders shall be decided by the affirmative vote of the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes) on such matter by the shares present and entitled to vote thereon.
Size of Board	VICI’s charter and bylaws provide that the number of directors may be established only by the VICI Board but may not be more than fifteen or fewer than the minimum number permitted by the MGCL, which is one. The number of directors comprising the VICI Board is currently set at seven.	Golden’s bylaws provide that the number of directors is fixed by or in the manner provided in the Golden charter and the Golden bylaws and may be increased or decreased by a resolution adopted by the affirmative vote of a majority of the Golden Board, provided that no decrease in the number of directors shall cause the removal of any director then holding office. The number of directors comprising the Golden

	Rights of VICI Stockholders	Rights of Golden Shareholders
		Board is currently set at five.
Term of Directors	A director shall hold office for a one-year term or until his or her earlier death, resignation, removal or a determination by the VICI Board that such director no longer has the qualifications that were required by the charter and the bylaws at the time the director was elected, and each director shall continue in office until the expiration of the term for which he or she was elected and until his or her successor has been duly elected and qualified. Currently, the qualification requirements set forth in VICI’s bylaws require that gaming authorities have not found the director to be an “unsuitable person” (as defined in the “Description of VICI Capital Stock — Election and Removal of Directors” above).	Each director shall hold office until the annual meeting of the shareholders for the year in which his or her term expires and until the director’s successor is elected and qualifies, or until the earlier death, resignation, removal, or disqualification of the director.
Election of Directors	The VICI bylaws provide for the election of directors, in uncontested elections, by a majority of the votes cast. In contested elections, the election of directors shall be by a plurality of the votes cast.	The Golden bylaws provide that each director shall be elected by a plurality of the votes cast by the shares present and entitled to vote on the election of directors. In addition, under the MBCA, any one or all of the directors may be removed at any time, with or without cause, by the affirmative vote of the holders of a majority of the voting power of all shares entitled to vote at an election of directors; provided that, if a director has been elected solely by the holders of a class or series of shares, as stated in the articles or bylaws, then that director may be removed only by the affirmative vote of the holders of a majority of the voting power of all shares of that class or series entitled to vote at an election of that director.
Removal of Directors	VICI’s charter provides that, subject to the rights of holders of one or more classes or series of preferred stock to elect or remove one or more directors, a director may be removed, with or without cause, at a meeting of stockholders called to remove the director by the affirmative vote of stockholders holding at least a majority of all of the shares of VICI Common Stock entitled to vote generally in the election of directors.	Golden’s bylaws provide that any director who has been elected by the Golden Board to fill a vacancy, or to fill a directorship created by action of the Golden Board, and who has not subsequently been reelected by the shareholders, may be removed by a majority vote of all directors constituting the Golden Board, exclusive of the director whose removal is proposed.

	Rights of VICI Stockholders	Rights of Golden Shareholders
Filling Vacancies on Board	VICI’s bylaws provide that any vacancy on the VICI Board may be filled by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum of the VICI Board. Stockholders have the right to fill board vacancies created by the removal of a director by the vote or written consent of the stockholders.	Golden’s bylaws provide that any vacancy on the Golden Board (whether resulting from death, resignation, disqualification or removal of any director or newly created directorships resulting from any increase in the authorized number of directors) may be filled by a majority of the remaining directors then in office (or by a sole remaining director), even though less than a quorum.
Amendment of the VICI charter and bylaws and the Golden charter and bylaws	Under Maryland law, a Maryland corporation generally may not amend its charter unless the action is advised by its board of directors and approved by the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast on the matter. As permitted by Maryland law, the VICI charter provides that any charter amendment, once advised by the VICI Board, may be approved by the affirmative vote of stockholders entitled to cast a majority of all of the votes entitled to be cast on the matter, except for amendments to the charter provisions relating to indemnification and limitation of liability and amendments to the amendment provision of the VICI charter affecting these provisions, which require the affirmative vote of stockholders entitled to cast 75% of all of the votes entitled to be cast generally in the election of directors. As permitted by Maryland law, VICI’s bylaws vest in the VICI Board and the stockholders concurrent power to amend VICI’s bylaws. Under VICI’s bylaws, the VICI Board or the stockholders, by the affirmative vote of not less than a majority of all shares then outstanding and entitled to be cast on the matter, have the power to amend the bylaws. As a result, the VICI Board may amend VICI’s bylaws without stockholder approval. However, no amendment adopted by the stockholders may be amended by the VICI Board.	The Golden charter may be amended pursuant to the procedures specified in the MBCA. Pursuant to the MBCA, an amendment to the Golden charter may be submitted to the Golden shareholders by a resolution approved by the affirmative vote of a majority of the directors present or by a shareholder or shareholders holding three percent or more of the voting power of the shares entitled to vote. Unless otherwise provided by the Golden charter, the proposed amendment is adopted upon the affirmative vote of the holders of the greater of (i) a majority of the voting power of the shares present and entitled to vote on the amendment proposal and (ii) a majority of the voting power of the minimum number of the shares entitled to vote that would constitute a quorum for the transaction of business at the meeting. As permitted by Minnesota law, Golden’s bylaws vest in the Golden Board and the shareholders concurrent power to amend Golden’s bylaws. The Golden Board is not permitted to adopt, amend, or repeal bylaws fixing a quorum for meetings of shareholders, prescribing procedures for removing directors or filling vacancies in the Golden Board, or fixing the number of directors or their classifications, qualifications, or terms of office, but may adopt or amend a bylaw to increase the number of directors. The shareholders can amend the bylaws by a vote of the holders of the majority of the shares entitled to vote and present or

	Rights of VICI Stockholders	Rights of Golden Shareholders
		represented at any regular meeting or special meeting called for that purpose.
Annual Meetings of Stockholders / Shareholders	The VICI bylaws provide that an annual meeting of stockholders for the election of directors and the transaction of any business within the powers of VICI shall be held on the date and at the time and place set by the VICI Board.	The Golden bylaws provide that a regular meeting of shareholders for the election of directors and the transaction of other business shall be held at Golden’s principal executive office or at such other place as designated by the Golden Board annually or on a less frequent basis as may be determined by resolution of the Golden Board.
Special Meetings of Stockholders / Shareholders	The VICI Board, the chairman of the VICI Board, the president or the chief executive officer of VICI may call a special meeting of the VICI stockholders. The VICI bylaws provide that the secretary must call a special meeting of the VICI stockholders to act on any matter that may properly be considered at a meeting of the stockholders upon the written request of stockholders entitled to cast a majority of all the votes entitled to be cast on such matter at the meeting and containing the information required by the VICI bylaws.	A special meeting of the shareholders may be called by (i) the Chief Executive Officer, (ii) the Chief Financial Officer, (iii) the Chairman of the Board, (iv) the Golden Board pursuant to a resolution approved by a majority of the entire Golden Board, or (v) any two or more members of the Golden Board. Special meetings may also be called by one or more shareholders who hold, in the aggregate, 10% or more of the voting power of all shares of Golden entitled to vote (except that a special meeting for the purpose of considering any action to directly or indirectly facilitate or effect a business combination, must be demanded by shareholders who hold, in the aggregate, 25% or more of the voting power of all shares of Golden entitled to vote) by delivering to the Chief Executive Officer or Chief Financial Officer a written notice of demand for a special meeting, which demand shall state the purpose or purposes of the special meeting, and the business to be conducted at the special meeting shall be limited to the purpose or purposes stated in the notice.
Action by Written Consent	The MGCL generally provides that, unless the charter of the corporation authorizes stockholder action by less than unanimous consent, stockholder action may be taken by consent in lieu of a meeting only if it is given by all stockholders entitled to vote on the matter. The VICI charter permits stockholder action by consent in lieu of a meeting to the extent permitted by the MGCL and the VICI bylaws.	Under the MBCA and Golden’s bylaws, an action required or permitted to be taken at a meeting of the Golden shareholders may be taken without a meeting by a written action signed by all shareholders of record entitled to vote on that action, setting forth the action so taken, by all shareholders of record on the record date fixed by the Golden Board under Golden’s bylaws for the purpose.

	Rights of VICI Stockholders	Rights of Golden Shareholders
	The VICI bylaws provide that any action required or permitted to be taken at any meeting of the holders of common stock entitled to vote generally in the election of directors may be taken without a meeting (a) if a unanimous consent setting forth the action is given in writing or by electronic transmission by each stockholder entitled to vote on the matter and filed with the minutes of proceedings of the stockholders or (b) if the action is advised, and submitted to the stockholders for approval, by the VICI Board and a consent in writing or by electronic transmission of stockholders entitled to cast not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting of stockholders is delivered to VICI in accordance with the MGCL. VICI will be required to give notice of any action taken by less than unanimous consent to each stockholder not later than 10 days after the effective date of such action.
Advance Notice Provisions for Shareholder / Stockholder Nominations and Shareholder / Stockholder Business Proposals	The VICI bylaws provide that nominations of individuals for election as directors and proposals of business to be considered by stockholders at any annual meeting may be made only (i) pursuant to VICI’s notice of the meeting, (ii) by or at the direction of the VICI Board or (iii) by any stockholder present in person or by proxy who was a stockholder of record at the time of provision of notice by the stockholder and at the time of the meeting, who is entitled to vote at the meeting in the election of the individuals so nominated or on such other proposed business, who is not an “unsuitable person” and who has complied with the advance notice procedures of the VICI bylaws. Stockholders generally must provide timely notice to the secretary not earlier than the 150th day or later than the close of business on the 120th day before the first anniversary of the date of the VICI proxy statement for the preceding year’s annual meeting.	The Golden bylaws provide that at any regular meeting of shareholders, only such business (other than the nomination and election of directors) may be conducted as shall be appropriate for consideration at the meeting of shareholders and as shall have been (i) specified in a notice of meeting given by or at the direction of the Golden Board, (ii) if not so specified, otherwise brought before the meeting by or at the direction of the Golden Board or the Chairman of the Golden Board, or (iii) brought before the meeting by any shareholder present in person who (A)(x) was a record owner of shares of Golden at the time of giving the notice and at the time of the meeting, (y) is entitled to vote at the meeting, and (z) has complied with the notice procedures in all respects, or (B) properly made such proposal in accordance with Rule 14a-8 under the Exchange Act. For business to be properly brought before any regular meeting of shareholders by a shareholder, the

	Rights of VICI Stockholders	Rights of Golden Shareholders
	Only the business specified in the notice of the meeting may be brought before a special meeting of the stockholders. Nominations of individuals for election as directors at a special meeting of stockholders at which directors are to be elected may be made only (i) by or at the direction of the VICI Board or (ii) if the special meeting has been called in accordance with the VICI bylaws for the purpose of electing directors, by a stockholder who is a stockholder of record both at the time of provision of notice to the stockholders and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the advance notice procedures of VICI’s bylaws, including compliance in all respects with the requirements of Section 14 of the Exchange Act, including without limitation, the requirements of 14a-19. Stockholders generally must provide notice to VICI’s secretary not earlier than the 120th day before such special meeting or later than the close of business, on the later of the 90th day before such special meeting or the 10th day after the first public announcement of the date of the special meeting and the nominees of the VICI Board to be elected at the meeting. The number of nominees a stockholder may nominate for election at the annual meeting shall not exceed the number of directors to be elected at the annual meeting.	shareholder must have given timely notice thereof in writing and in proper form to the Secretary of Golden: (i) in the case of an annual meeting of shareholders, not less than 90 days nor more than 120 days before the first anniversary of the date of the preceding year’s annual meeting; provided, however, that in the event the date of the annual meeting is more than 30 days before or after such anniversary date, notice by a shareholder shall be timely only if so received not less than 90 days before such annual meeting or, if later, within 10 days after the first public announcement of the date of such annual meeting, or (ii) in the case of a regular meeting other than an annual meeting, within 10 days after the first public announcement of the date of such regular meeting. Except to the extent otherwise required by law, the adjournment of a regular meeting of shareholders shall not commence a new time period for the giving of a shareholder’s notice as required above.
Proxy Access Nominations	In addition to other means permitted by law by which stockholders of VICI may submit director nominations, VICI’s bylaws permit an eligible stockholder, or group of up to 20 stockholders, who have owned 3% or more of VICI Common Stock continuously for at least three years to nominate and include in VICI’s proxy statement director candidates to occupy up to the greater of two directors or 20% of the VICI Board, provided that the stockholder or group has satisfied the procedural, eligibility and disclosure requirements	Golden’s charter and Golden’s bylaws do not directly address proxy access for director nominations. If a Golden shareholder wishes to include a proposal in Golden’s proxy materials, matters and proposals submitted for inclusion in Golden’s proxy materials will be governed by the solicitation rules and regulations of the Exchange Act.

	Rights of VICI Stockholders	Rights of Golden Shareholders
	set forth in VICI’s bylaws.
Notice of Shareholder / Stockholder Meetings	The VICI bylaws provide that not less than 10 nor more than 90 days before each meeting of stockholders, the secretary shall give to each stockholder entitled to vote at such meeting and to each stockholder not entitled to vote who is entitled to notice of the meeting notice in writing or by electronic transmission stating the time and place of the meeting and, in the case of a special meeting or as otherwise may be required by any statute, the purpose for which the meeting is called, by mail, by presenting it to such stockholder personally, by leaving it at the stockholder’s residence or usual place of business, by electronic transmission or by any other means permitted by Maryland law. VICI may give a single notice to all stockholders who share an address, which single notice shall be effective as to any stockholder at such address, unless such stockholder objects to receiving such single notice or revokes a prior consent to receiving such single notice.	The Golden bylaws provide that notice of regular or special meetings of the shareholders shall be given by an officer or agent of Golden to each shareholder shown on the books of Golden to be the holder of record of shares entitled to vote at the meeting not less than 48 hours nor more than 60 days prior to the meeting; provided that if a plan of merger, exchange, sale or other disposition of all or substantially all of the assets of Golden is to be considered at a meeting of shareholders, notice of such meeting shall be given to every shareholder, whether or not entitled to vote, not less than 14 days prior to the date of such meeting. The notice must contain the date, time and place of the meeting, the means of remote communication (if any) by which shareholders and proxy holders may be deemed to be present in person and vote at such meeting, and in the case of a special meeting, must also contain a statement of the purpose or purposes for which the meeting is called.
Quorum	A meeting of VICI stockholders shall not be organized for the transaction of business unless a quorum is present. Except as specified in the VICI charter, at any meeting of stockholders, the presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting on any matter shall constitute a quorum. If such quorum is not established at any meeting of the stockholders, the chair of the meeting may adjourn the meeting with no appointed date for resumption or to a date not more than 120 days after the original record date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.	Golden’s bylaws provide that the holders of a majority of the voting power of the shares entitled to vote at a meeting, present in person or by remote communication or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of shareholders. If a quorum is not present or represented at any meeting of shareholders, then either (i) the person presiding over the meeting or (ii) a majority in voting power of the shareholders entitled to vote at the meeting, present in person or by remote communication or represented by proxy, shall have the power to recess or adjourn the meeting from time to time until the requisite number of voting shares are present.
Restrictions on Ownership and Transfer	VICI’s charter contains restrictions on the ownership and transfer of	As Golden is not a REIT, it does not have similar restrictions on ownership

				VICI Properties Inc.
				By:			/s/ Edward B. Pitoniak
							Edward B. Pitoniak Chief Executive Officer

Name	Title	Date
/s/ Edward B. Pitoniak Edward B. Pitoniak	Chief Executive Officer (Principal Executive Officer) and Director	December 5, 2025
/s/ David A. Kieske David A. Kieske	Chief Financial Officer (Principal Financial Officer)	December 5, 2025
/s/ Gabriel F. Wasserman Gabriel F. Wasserman	Chief Accounting Officer (Principal Accounting Officer)	December 5, 2025
/s/ James R. Abrahamson James R. Abrahamson	Chair of the Board of Directors	December 5, 2025
/s/ Diana F. Cantor Diana F. Cantor	Director	December 5, 2025
/s/ Monica H. Douglas Monica H. Douglas	Director	December 5, 2025
/s/ Elizabeth I. Holland Elizabeth I. Holland	Director	December 5, 2025

Name	Title	Date
/s/ Craig Macnab Craig Macnab	Director	December 5, 2025
/s/ Michael D. Rumbolz Michael D. Rumbolz	Director	December 5, 2025

				Rights of VICI Stockholders			Rights of Golden Shareholders
				VICI Common Stock. Subject to the exceptions described below, the VICI charter provides that no person or entity will be able to beneficially own, or be deemed to own by virtue of the applicable constructive ownership provisions of the Code, with respect to any class or series of VICI capital stock, more than 9.8% (in value or by number of shares, whichever is more restrictive) of the aggregate of the outstanding shares of such class or series of VICI capital stock. The number and value of the outstanding shares of VICI capital stock will be determined by the VICI Board in good faith, which determination will be final and conclusive in the absence of manifest error. An exemption from the 9.8% ownership limit has been previously granted to certain stockholders, and the VICI Board may in the future provide exceptions to the ownership limit for other stockholders, subject to certain initial and ongoing conditions designed to protect VICI’s status as a REIT. In addition, the VICI charter provides that the VICI Board may, upon receipt of certain representations and agreements and in its sole discretion, prospectively or retroactively, exempt a person from the ownership limit or establish a different limit on ownership for a particular stockholder if the stockholder’s ownership in excess of the ownership limit would not result in VICI being “closely held” under Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year) or otherwise failing to qualify as a REIT. The VICI Board may require such person to agree that any violation or attempted violation of such representations or undertakings or any change in such information that would adversely affect in any material respect whether VICI is deemed “closely held” under Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of			and transfer.

	Rights of VICI Stockholders	Rights of Golden Shareholders
	the taxable year) or whether VICI fails to qualify as a REIT will result in such shares of VICI capital stock being transferred to a trust in accordance with the VICI charter. As a condition to granting a waiver of the ownership limit or creating an excepted holder limit, the VICI Board will be able, but will not be required, to require an opinion of counsel or IRS ruling satisfactory to the VICI Board as it may deem necessary or advisable to determine or ensure VICI’s status as a REIT and may impose such other conditions or restrictions as it deems appropriate. The VICI charter also provides that: • any person is prohibited from owning shares of VICI Common Stock that, if effective, would cause VICI to constructively own more than 9.8% of the ownership interests, assets or net profits in (i) any of its tenants or (ii) any tenant of one of VICI’s direct or indirect subsidiaries, to the extent such ownership would cause VICI to fail to qualify as a REIT; • any person is prohibited from beneficially or constructively owning shares of VICI Common Stock that would result in VICI being “closely held” under Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year) or otherwise cause VICI to fail to qualify as a REIT; and • any person is prohibited from transferring shares of VICI Common Stock if the transfer would result in shares of VICI Common Stock being beneficially owned by fewer than 100 persons.
Redemption of Securities Owned or Controlled by an Unsuitable Person or Affiliate	VICI’s charter provides that any shares of VICI Common Stock that are owned or controlled by an “unsuitable person” or an affiliate of an “unsuitable person” are redeemable by VICI, out of funds legally available for that redemption, to the extent required by the gaming	Golden’s charter requires its shareholders to provide information that is requested by authorities that regulate its current or proposed gaming operations. Golden’s charter permits Golden to redeem the securities held by persons whose status as a security holder, in the

	Rights of VICI Stockholders	Rights of Golden Shareholders
	authorities making the determination of unsuitability or to the extent determined to be necessary or advisable by the VICI Board. From and after any such redemption date, the securities will not be considered outstanding and all rights of the “unsuitable person” or affiliate in such VICI Common Stock will cease, other than the right to receive the redemption price. The redemption price with respect to any securities to be redeemed will be the price, if any, required to be paid by the gaming authority making the finding of unsuitability or if the gaming authority does not require a price to be paid (including if the finding of unsuitability is made by the VICI Board alone), the amount determined by the VICI Board to be the fair market value of the securities to be redeemed; provided that, unless the gaming authority requires otherwise, the redemption price will in no event exceed (i) the market price of such securities as reported on a securities exchange, a generally recognized reporting system or domestic over-the-counter market, as applicable, or (ii) if such securities are not so quoted, then the fair market value thereof, as determined in good faith and in the reasonable discretion of the VICI Board. The redemption price may be paid in cash, by promissory note, or both, as required by the applicable gaming authority and, if not, as determined by the VICI Board. If all or a portion of the redemption price is paid with a promissory note, such note shall have a ten-year term, bear interest at 3% per annum and amortize in 120 equal monthly installments and contain such other terms determined by the VICI Board to be necessary or advisable.	opinion of the Golden Board, jeopardizes existing gaming licenses or approvals of Golden or its subsidiaries. The price paid for these securities is, in general, the average closing price for the 30 trading days prior to giving notice of redemption.
Limitation of Liability and Indemnification of Directors and Officers	The VICI charter contains a provision that eliminates VICI’s directors’ and officers’ liability to VICI and its stockholders for money damages to the maximum extent permitted by Maryland law.	The Golden charter contains a provision that eliminates Golden’s directors’ liability to Golden and its shareholders for breach of fiduciary duty as a director to the fullest extent permitted by law.

				Rights of VICI Stockholders			Rights of Golden Shareholders
				The VICI charter provides that VICI will have the power to obligate itself, and its bylaws do so obligate it, to the maximum extent permitted by Maryland law in effect from time to time, to indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to: • any present or former director or officer who is made or threatened to be made a party to, or witness in, a proceeding by reason of his or her service in that capacity; or • any individual who, while a director or officer of VICI and at VICI’s request, serves or has served as a director, officer, partner, trustee, member or manager of another corporation, REIT, limited liability company, partnership, joint venture, trust, employee benefit plan or any other entity or enterprise and who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity. VICI’s indemnification obligation arises unless it is established that (i) the act or omission of the indemnified person was material to the matter giving rise to the proceeding, and either was committed in bad faith, or was the result of active and deliberate dishonesty; (ii) the indemnified person actually received an improper personal benefit in money, property, or services; or (iii) in the case of any criminal proceeding, the indemnified person had reasonable cause to believe that the act or omission was unlawful. The VICI charter and bylaws provide that it has the power, with approval of the VICI Board, to provide such indemnification and advance of expenses to a person who served a predecessor of VICI in any such capacity described above and to any employee or agent of VICI or a			The MBCA provides that a corporation’s articles of incorporation may eliminate or limit a director’s personal liability to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except the articles of incorporation may not eliminate or limit the liability of a director: (i) for any breach of the director’s duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) certain illegal distributions or fraudulent investment advice, (iv) for any transaction from which the director derived an improper personal benefit, or (v) for any act or omission occurring prior to the date when the provision in the Golden bylaws eliminating or limiting liability becomes effective. The Golden bylaws contain a provision that allows Golden to indemnify its officers, directors, employees and agents to the full extent permitted by the laws of the State of Minnesota. The MBCA provides that a corporation will indemnify a person made or threatened to be made a party to a proceeding by reason of the former or present capacity as a director, officer or employee, or such person who is or was serving at the request of the corporation, as a director, officer, partner, trustee, governor, manager, employee, or agent of another organization or employee benefit plan, against judgments, penalties, fines, settlements, and reasonable expenses, including attorneys’ fees and disbursements, incurred by the person in connection with the proceeding, if, with respect to the acts or omissions of the person complained of in the proceeding, the person: (i) has not been indemnified by another organization or employee benefit plan for the same judgments, penalties, fines, settlements, and reasonable expenses, (ii) acted in good faith,

	Rights of VICI Stockholders	Rights of Golden Shareholders
	predecessor of it.	(iii) received no improper personal benefit and the MBCA section with respect to director conflicts of interests, if applicable, has been satisfied, (iv) in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful, and (v) in the case of acts or omissions by directors, officers and employees, reasonably believed that the conduct was not opposed to the best interests of the corporation. Subject to certain limitations set forth therein, the MBCA provides that such persons are entitled, to payment or reimbursement by the corporation of reasonable expenses, including attorneys’ fees and disbursements, incurred by the person in advance of the final disposition of the proceeding, (i) upon receipt by the corporation of a written affirmation by the person of a good faith belief that the criteria for indemnification set forth in the MBCA have been satisfied and a written undertaking by the person to repay all amounts so paid or reimbursed by the corporation, if it is ultimately determined that the criteria for indemnification have not been satisfied, and (ii) after a determination that the facts then known to those making the determination would not preclude indemnification under the MBCA.
Maryland Business Combination Act or Minnesota Business Corporation Act	Under the Maryland Business Combination Act (Title 3, Subtitle 6 of the MGCL), there is a five-year moratorium on certain transactions between the corporation and an interested stockholder and its affiliates (defined as the beneficial owner of 10% or more of the common stock); after the expiration of the five-year moratorium, these transactions are subject to a supermajority voting standard unless certain stringent fair price requirements are satisfied. The VICI charter provides that, notwithstanding any other provision of its charter or bylaws, the Maryland Business Combination Act will not	Golden is subject to Section 302A.673 (Business Combinations) of the MBCA. Section 302A.673 of the MBCA generally prohibits any business combination by Golden, or any of its subsidiaries, with an interested shareholder, which means any shareholder that purchases 10% or more of Golden’s voting shares within four years following such interested shareholder’s share acquisition date, unless the business combination is approved by a committee of disinterested members of the Golden Board before such shareholder becomes an “interested shareholder” as discussed above.

	Rights of VICI Stockholders	Rights of Golden Shareholders
	apply to any business combination between VICI and any interested stockholder and that it expressly elects not to be governed by the provisions of Section 3-602 of the MGCL in whole or in part. Any amendment to such provision of the VICI charter must be advised by the VICI Board and approved by the affirmative vote of stockholders entitled to cast a majority of all votes entitled to be cast on the matter.
Subtitle 8 of Title 3 of the MGCL	Under Subtitle 8 of Title 3 of the MGCL, a Maryland corporation with a class of equity securities registered under the Exchange Act and at least three independent directors to elect, by provision in its charter or bylaws or a resolution of its board of directors and without the need for stockholder approval, and notwithstanding any contrary provision in the charter or bylaws, to be subject to any or all of the following provisions, including: (i) a classified board (which has the effect of making directors removable for cause only), (ii) a 2/3 vote requirement for removing a director with or without cause, (iii) a requirement that the number of directors be fixed only by vote of the directors, (iv) that any and all vacancies on the board of directors may be filled only by the remaining directors, even if the remaining directors do not constitute a quorum, and for the remainder of the full term of the class of directors in which the vacancy occurred and (v) a majority requirement for the calling of a shareholder-requested special meeting of shareholders. VICI’s charter provides, as provided for by the statute, that VICI is prohibited from electing to be subject to any or all of the provisions of Title 3, Subtitle 8 of the MGCL unless such election is first approved by the affirmative vote of stockholders of not less than a majority of all stock then outstanding and entitled to be cast on the matter. Through provisions in VICI’s charter	Golden, as a Minnesota corporation, is not subject to these provisions of the MGCL.

	Rights of VICI Stockholders	Rights of Golden Shareholders
	and bylaws unrelated to Subtitle 8, VICI already (i) vests in the VICI Board the exclusive power to fix the number of directors, and (ii) requires the request of stockholders entitled to cast a majority of the votes entitled to be cast at the meeting to call a stockholder-called special meeting.
Control Share Acquisitions	The Maryland control share acquisition statute provides that a holder of control shares of a Maryland corporation acquired in a control share acquisition at various voting thresholds specified in the statute has no voting rights with respect to the control shares except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter. Shares owned by the acquirer, by officers or by employees who are directors of the corporation are excluded from shares entitled to vote on the matter. Control shares do not include shares the acquirer is then entitled to vote as a result of having previously obtained stockholder approval or shares acquired directly from VICI. A control share acquisition means the acquisition of issued and outstanding control shares, subject to certain exceptions. The control share acquisition statute does not apply (a) to shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction or (b) to acquisitions approved or exempted by the charter or bylaws of the corporation. VICI’s bylaws contain a provision exempting any acquisition of VICI Common Stock by any person from the control share acquisition statute on control shares. In the event that VICI’s bylaws are amended to modify or eliminate this provision, acquisitions of VICI Common Stock may constitute a control share acquisition and may be subject to the control share acquisition statute.	While Golden’s bylaws contain a provision exempting its shares of capital stock from the Minnesota control share acquisition statute, the statute generally provides that a holder of control shares of a Minnesota corporation acquired in a control share acquisition at various voting thresholds specified in the statute has no voting rights with respect to the control shares except to the extent approved by (i) the affirmative vote of the holders of a majority of the voting power of all shares entitled to vote including all shares held by the acquiring person, and (ii) the affirmative vote of the holders of a majority of the voting power of all shares entitled to vote excluding interested shares.
REIT Qualification	The VICI charter provides that the VICI Board shall use its reasonable best efforts to take such actions as are	Golden is not, and does not seek to qualify as, a REIT.

				Rights of VICI Stockholders			Rights of Golden Shareholders
				necessary or appropriate to preserve the status of VICI as a REIT; however, if the VICI Board determines that it is no longer in the best interests of VICI to attempt to, or continue to, qualify as a REIT, the VICI Board may revoke or otherwise terminate VICI’s REIT election pursuant to Section 856(g) of the Code upon the affirmative vote of stockholders entitled to cast a majority of all votes entitled to be cast on the matter. The VICI Board, in its sole and absolute discretion, may also determine that compliance with any restriction on stock ownership and transfer as provided in the VICI charter is no longer required for REIT qualification.

	Exhibit No.			Description
	2.1			Master Transaction Agreement, dated as of November 6, 2025, by and among Golden Entertainment, Inc., Argento, LLC, VICI Properties Inc. and VICI ROYAL MERGER SUB LLC (incorporated by reference to Exhibit 2.1 to Golden Entertainment, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 7, 2025)
	3.1			Articles of Amendment and Restatement of VICI Properties Inc. (incorporated by reference to Exhibit 3.1 to VICI Properties Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 11, 2017)
	3.2			Articles of Amendment to the Articles of Amendment and Restatement of VICI Properties Inc. (incorporated by reference to Exhibit 3.1 to VICI Properties Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 3, 2021)
	3.3			Articles of Amendment to the Articles of Amendment and Restatement of VICI Properties Inc. (incorporated by reference to Exhibit 3.1 to VICI Properties Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 14, 2021)
	3.4			Amended and Restated Bylaws of VICI Properties Inc. (incorporated by reference to Exhibit 3.4 to VICI Properties Inc.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 23, 2023)
	5.1*			Opinion of Hogan Lovells US LLP as to the validity of the shares of VICI Properties Inc. to be issued in the PropCo Subsidiary Merger
	8.1**			Tax Opinion of Hogan Lovells US LLP
	8.2**			Tax Opinion of Latham & Watkins LLP
	21.1			Subsidiaries of VICI Properties Inc. (incorporated by reference to Exhibit 21.1 to VICI Properties Inc.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 20, 2025)
	23.1*			Consent of Hogan Lovells US LLP (included in Exhibit 5.1)
	23.2**			Consent of Hogan Lovells US LLP (included in Exhibit 8.1)
	23.3**			Consent of Latham & Watkins LLP (included in Exhibit 8.2)
	23.4*			Consent of Deloitte & Touche LLP for VICI Properties Inc.
	23.5*			Consent of Deloitte & Touche LLP for VICI Properties L.P.
	23.6*			Consent of Deloitte & Touche LLP for Golden Entertainment, Inc.
	23.7*			Consent of Ernst & Young LLP for Golden Entertainment, Inc.
	24.1*			Power of Attorney (included on signature page)
	107*			Calculation of Registration Fee Table