Item 1.01. Entry into a Material Agreement.

Underwriting Agreement

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



S-3

(No.

333-264352)

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.

Under the Underwriting Agreement, the Company and VICI OP made certain customary representations, warranties and covenants concerning the Company, VICI OP and the registration statement, and the Company and VICI OP have also agreed to indemnify the Underwriters, the Forward Sellers and the Forward Purchasers against certain liabilities, or to contribute to payments that such parties may be required to make in respect of those liabilities.

The foregoing description of the Underwriting Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Underwriting Agreement, which is attached hereto as Exhibit 1.1 and is incorporated by reference herein.

Forward Sale Agreements

In connection with the Offering, on January 12, 2023, the Company entered into forward sale agreements (the "Forward Sale Agreements") with each Forward Purchaser. The Company expects to physically settle the Forward Sale Agreements (by the delivery of shares of Common Stock) and receive proceeds from the sale of those shares of Common Stock on the settlement date no later than approximately twelve months after the date of the Prospectus Supplement. Although the Company expects to settle the Forward Sale Agreements entirely by the physical delivery of shares of Common Stock in exchange for cash proceeds, the Company may elect cash settlement or net share settlement for all or a portion of the Company's obligations under the Forward Sale Agreements. If the Company elects to cash settle the Forward Sale Agreements, the Company may not receive any cash proceeds, and the Company may be required to pay cash to the Forward Purchasers in certain circumstances. If the Company elects to net share settle the Forward Sale Agreements, the Company will not receive any cash proceeds, and the Company may be required to deliver shares of Common Stock to the Forward Purchasers in certain circumstances. The Forward Sale Agreements provide for an initial forward sale price of $31.845 per share (which is the public offering price, less the underwriting discount set forth on the front cover of the Prospectus Supplement), subject to certain adjustments pursuant to the terms of the Forward Sale Agreements. The Company will not initially receive any proceeds from the sale of shares of Common Stock by the Forward Sellers.

The foregoing description of the Forward Sale Agreements does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Forward Sale Agreements, which are attached hereto as Exhibits 1.2, 1.3, 1.4 and 1.5 and are incorporated by reference herein.

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Use of Proceeds of Offering

At an initial forward sale price of $31.845 per share (which is the public offering price per share, less the underwriting discount per share), in the event of full physical settlement of the Forward Sale Agreements, the Company would receive expected net proceeds, after estimated offering expenses, of approximately $964.4 million, subject to the price adjustment and other provisions of the Forward Sale Agreements.

The Company intends to cause the cash proceeds it receives upon settlement of the Forward Sale Agreements to be contributed to VICI OP, which expects to use such proceeds in connection with or in furtherance of the Company's ongoing business and operations, including funding its 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.

The amount of cash or number of shares of Common Stock the Company receives upon settlement of the Forward Sale Agreements, if any, will depend on the relevant settlement method, market interest rates and, if applicable under cash or net share settlement, the prevailing market price of the Common Stock during the period in which the Forward Purchasers or their respective affiliates unwind their hedge positions with respect to the Forward Sale Agreements. Settlement will occur on one or more dates specified by the Company under the Forward Sale Agreements, which the Company expects to be no later than approximately twelve months from the date of the Prospectus Supplement, subject to acceleration by the Forward Purchasers upon the occurrence of certain events.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form

8-K

contains forward-looking statements within the meaning of the federal securities laws. You can identify these statements by the use of the words "anticipates," "believes," "estimates," "expects," "intends," "plans," "projects," "targets," "can," "could," "may," "should," "will," "would" and similar expressions that do not relate to historical matters. All statements other than statements of historical fact are forward-looking statements. You should exercise caution in interpreting and relying on forward-looking statements because they involve known and unknown risks, uncertainties, and other factors which are, in some cases, beyond the Company's control and could materially affect actual results, performance, or achievements. Among those risks, uncertainties and other factors are risks related to market conditions related to the settlement of the Forward Sale Agreements and the Company's expected use of proceeds. Important risk factors that may affect the Company's business, results of operations and financial position are detailed from time to time in the Company's filings with the SEC. The Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as may be required by applicable law.

Item 9.01. Financial Statements and Exhibits.




(d)

Exhibits

Exhibit
No.                                      Description
1.1         Underwriting Agreement, dated as of January 12, 2023, by and among the
          Company, VICI OP and 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,
          the Forward Sellers and the Forward Purchasers

1.2         Forward Sale Agreement, dated January 12, 2023, by and between the
          Company and Morgan Stanley & Co. LLC

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1.3       Forward Sale Agreement, dated January 12, 2023, by and between the
        Company and Bank of America, N.A.

1.4       Forward Sale Agreement, dated January 12, 2023, by and between the
        Company and Citigroup, N.A.

1.5       Forward Sale Agreement, dated January 12, 2023, by and between the
        Company and JPMorgan Chase Bank, National Association

5.1       Opinion of Hogan Lovells US LLP with respect to the legality of the
        shares of Common Stock

23.1      Consent of Hogan Lovells US LLP (included in Exhibit 5.1)

104     Cover Page Interactive Data File (embedded within the Inline XBRL
        document)

* Pursuant to Item 601(a)(5) of Regulation

S-K,

certain schedules and exhibits have been omitted.

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