VICI Properties Inc. Announces Public Offering of Common Stock

VICI Properties Inc. (NYSE: VICI) (“VICI Properties” or the “Company”), an experiential asset real estate investment trust, today announced it has commenced an underwritten public offering of 16,500,000 shares of its common stock, all of which are expected to be offered on a forward basis through the forward purchasers or their respective affiliates in connection with the forward sale agreements described below. The underwriters of the offering also expect to be granted a 30-day option to purchase up to 2,475,000 additional shares of the Company’s common stock.

BofA Securities and Citigroup will serve as underwriters for the offering. The underwriters may offer the shares of common stock from time to time for sale in one or more transactions on the NYSE, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices.

The Company expects to enter into separate forward sale agreements with each of BofA Securities and Citibank, N.A. (or their respective affiliates) (the “forward purchasers”) with respect to the shares of common stock covered by the offering. In connection with the forward sale agreements, the forward purchasers or their respective affiliates are expected to borrow and sell to the underwriters all of the shares of common stock that will be delivered in the offering.

Subject to its right to elect cash or net share settlement under certain conditions, the Company intends to deliver, upon full physical settlement of the forward sale agreements on one or more dates specified by the Company occurring no later than approximately twelve months following the date of the prospectus supplement relating to the offering, an aggregate of 16,500,000 shares of common stock to the forward purchasers (or 18,975,000 shares of common stock if the underwriters exercise their option to purchase additional shares in full) in exchange for cash proceeds per share equal to the applicable forward sale price under the forward sale agreements.

The Company will not initially receive any proceeds from the sale of shares of common stock by the forward purchasers or their respective affiliates. The Company expects to use any cash proceeds that it receives upon the future settlement of the forward sale agreements in connection with or in furtherance of the ongoing business and operations of the Company, including funding the Company’s pipeline for the acquisition, development and improvement of properties, origination and funding of loans directly or indirectly secured by real estate, and other general corporate purposes, which may include capital expenditures, working capital and the repayment or refinancing of indebtedness.