VICI Properties Inc. (the “Company”) and VICI Properties OP LLC (“VICI OP”) entered into an underwriting agreement (the “Underwriting Agreement”), dated as of January 12, 2023, with Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters listed on Schedule I thereto (in such capacities, the “Underwriters”), Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as forward sellers (in such capacities, the “Forward Sellers”), and Morgan Stanley & Co. LLC, Bank of America, N.A., Citibank, N.A. and JPMorgan Chase Bank, National Association, as forward purchasers (in such capacities, the “Forward Purchasers”), relating to the offer and sale of 30,302,500 shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), on a forward basis (including 3,952,500 shares of Common Stock pursuant to the Underwriters’ option to purchase additional shares, solely to cover over-allotments, which option the Underwriters exercised in full), at a price per share of Common Stock to the Underwriters of $31.845 (the “Offering”). The Offering was made pursuant to the Company’s effective automatic shelf registration statement on Form
filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended, on April 18, 2022. The material terms of the Offering are described in the prospectus supplement dated January 12, 2023 (the “Prospectus Supplement”). The Offering closed on January 18, 2023.