Gaming and Leisure Properties Inc 2025年度报告

5 UNITEDSTATES Washington,D.C.20549 FORM10-K (Mark One) ☒ANNUALREPORTPURSUANTTOSECTION 13 OR 15(d)OFTHE SECURITIESEXCHANGE ACTOF1934 For thefiscalyearended December 31,2025or ☐TRANSITION REPORT PURSUANTTOSECTION 13 OR 15(d)OFTHE SECURITIESEXCHANGE ACTOF1934 Indicate by checkmarkifthe registrant is notrequired to filereportspursuant to Section 13 or Section 15(d)ofthe Act. Yes☐No☒ Indicate by checkmarkwhether theregistrant(1) hasfiled allreportsrequired to be filed by Section 13 or 15(d)ofthe Securities ExchangeAct of 1934duringthe preceding 12 months(or forsuchshorter period that theregistrantwas required to filesuchreports),and (2)has beensubjecttosuchfiling requirements forthe past90days. Yes☒No☐ Indicate by checkmarkwhether theregistranthas submitted electronicallyevery Interactive Data Filerequired to be submitted pursuant to Rule 405ofRegulation S-T(§232.405ofthischapter)during thepreceding 12 months(or forsuchshorter period that theregistrantwas required to submitsuchfiles).☒No☐ Indicate by checkmarkwhether theregistrantisa largeacceleratedfiler,anacceleratedfiler,a non-acceleratedfiler,a smaller reporting company,oranemerginggrowthcompany.See thedefinitionsof"largeacceleratedfiler", "acceleratedfiler", "smaller reporting company,"and "emerginggrowthcompany"inRule12b-2oftheExchangeAct: Ifanemerginggrowthcompany,indicate by checkmarkifthe registrant haselectednottouse theextended transition period forcomplying withany neworrevised financialaccounting standards provided pursuant to Section 13(a)ofthe ExchangeAct.☐ Indicate by checkmarkwhether anyofthose error correctionsare restatements that required arecoveryanalysisofincentive-based compensation received byany of theregistrant’sexecutiveofficers during therelevantrecoveryperiodpursuant to §240.10D-1(b).☐ Indicate by checkmarkwhether theregistrantisa shellcompany (asdefined in Rule 12b-2 of theExchangeAct). Yes☐No☒ AsofJune30,2025(thelastbusiness dayofthe registrant's most recentlycompleted secondfiscalquarter),the aggregate market valueofthe voting commonstock held by non-affiliates of theregistrantwas approximately$12.7billion.Suchaggregate market valuewas computedbyreference to theclosing priceofthe commonstock as reported on theNASDAQGlobal SelectMarketonJune30,2025. Portions of the registrant's definitive proxy statement for its 2026 annual meeting of shareholders (when it is filed) will be incorporated by reference into Part IIIof this Annual Report on Form 10-K. PART IITEM 1.BUSINESS3ITEM 1A.RISK FACTORS30ITEM 1B.UNRESOLVED STAFF COMMENTS43ITEM 1C.CYBERSECURITY43ITEM 2.PROPERTIES44ITEM 3.LEGAL PROCEEDINGS44ITEM 4.MINE SAFETY DISCLOSURES44PART IIITEM 5.MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERSAND ISSUER PURCHASES OF EQUITY SECURITIES45ITEM 6.RESERVED45ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS45ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK63ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA64ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE111ITEM 9A.CONTROLS AND PROCEDURES111ITEM 9B.OTHER INFORMATION113ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS113PART IIIITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE114ITEM 11.EXECUTIVE COMPENSATION114ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED STOCKHOLDERS MATTERS114ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTORINDEPENDENCE114ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES114PART IVITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES115ITEM 16.FORM 10-K SUMMARY115EXHIBIT INDEX116SIGNATURES122 IMPORTANT FACTORS REGARDING FORWARD-LOOKING STATEMENTS Forward-looking statements in this document are subject to known and unknown risks, uncertainties and other factors thatmay cause actual results, performance or achievements of Gaming and Leisure Properties, Inc. ("GLPI") and its subsidiaries(collectively with GLPI, the "Company") to be materially different from any future results, performance or achievementsexpressed or implied by such forward-looking statements. Forward-looking statements include information concerning theCompany's business strategy, plans, goals and objectives. Forward-looking statements in this document include, but are not limited to, statements regarding our ability to growour portfolio of gaming facilities. In addition, statements preceded by, followed by or that otherwise include the words"believes," "expects," "anticipates," "intends," "projects," "estimates," "plans," "may increase," "may fluctuate," and similarexpressions or future or conditional verbs such as "will," "should," "would," "may" and "could" are generally forward-lookingin nature and not historical facts. You should understand that the following important factors could affect future results andcould cause actual results to differ materially from those expressed in such for