VICI Properties Inc美股招股说明书(2025-04-30版)

VICI Properties Inc. Common Stock VICI Properties Inc. and VICI Properties OP LLC, our operating partnership, entered into an equitydistribution agreement, dated May6, 2024 (the “equity distribution agreement”), with Goldman Sachs &Co. LLC, Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., Capital One Securities,Inc., Citigroup Global Markets Inc., Citizens JMP Securities, LLC, Deutsche Bank Securities Inc., EvercoreGroup L.L.C., J.P. Morgan Securities LLC, Jefferies LLC, KeyBanc Capital Markets Inc., Mizuho SecuritiesUSA LLC, Morgan Stanley & Co. LLC, Robert W. Baird & Co. Incorporated, Scotia Capital (USA) Inc.,Truist Securities, Inc. and Wells Fargo Securities, LLC, as forward sellers (except in the case of Capital OneSecurities, Inc. and Evercore Group L.L.C.), sales agents and/or principals (in any such capacity, each, a“Manager” and, collectively, the “Managers”), and the Forward Purchasers (as defined below), relating tothe sale of shares of our common stock, $0.01 par value per share pursuant to a continuous offering program(the “ATM Program”). In accordance with the terms of the equity distribution agreement, we could initiallyoffer and sell shares of our common stock having an aggregate gross sales price of up to $2,000,000,000,from time to time through one or more of the Managers, acting as our sales agents or as agents for theapplicable Forward Purchasers (in such capacity, each, a “Forward Seller” and, collectively, the “ForwardSellers”), or by us directly to one or more of the Managers, acting as principal, in each case acting severallyand not jointly. Prior to the date of this prospectus supplement, we sold an aggregate of 10,189,256 sharesof common stock having an aggregate gross sales price of $333,223,932 under the equity distributionagreement. As a result of such prior sales, shares of common stock having an aggregate gross sales price ofup to $1,666,776,068 may be offered and sold pursuant to this prospectus supplement and the accompanyingprospectus. The equity distribution agreement contemplates that, in addition to the issuance and sale of our sharesof common stock by us through the Managers (or to the Managers acting as principals), we may enter intoone or more forward sales agreements with each of Goldman Sachs & Co. LLC, Barclays Capital Inc., BNPParibas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc., Citizens JMP Securities,LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Jefferies LLC, KeyBanc Capital MarketsInc., Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, Robert W. Baird & Co. Incorporated, ScotiaCapital (USA) Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC (or their respective affiliates) (insuch capacity, each, a “Forward Purchaser” and, collectively, the “Forward Purchasers”). In connection withany such forward sale agreement, we expect that the applicable Forward Purchaser or its affiliate will, usingcommercially reasonable efforts, consistent with its normal trading and sales practices and applicable lawand regulations, attempt to borrow and sell, through its affiliated Forward Seller, shares of our commonstock to hedge such Forward Purchaser’s exposure thereunder, in accordance with the mutually acceptedinstructions related to such forward sale agreement. We will not receive any proceeds from any sales of ourcommon stock through a Forward Seller in connection with a forward sale agreement. Our shares of common stock trade on the New York Stock Exchange (the “NYSE”) under the symbol“VICI.” On April29, 2025, the last reported sale price of our common stock on the NYSE was $32.26 pershare. Sales of shares of our common stock, if any, made through a Manager, acting as our sales agent or asagent for the applicable Forward Purchaser, or directly to a Manager, acting as principal, under thisprospectus supplement and the accompanying prospectus may be made in negotiated transactions ortransactions that are deemed to be “at the market” offerings, as defined in Rule415 under the Securities Actof 1933, as amended (the “Securities Act”), including sales made by means of ordinary brokers’ transactionson the NYSE at market prices, sales made to or through a market maker, in block transactions or by anyother method permitted by law, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, or as otherwise agreed by us and the applicable Manager. No Manageris required to sell any specific number or dollar amount of our common stock but, as instructed by us, willmake all sales using commercially reasonable efforts, consistent with their normal trading and salespractices and applicable law and regulation, and subject to the terms of the equity distribution agreementand our instructions. Our common stock to which this prospectus supplement relates will be sold onlythrough one Manager on any given trading day. We and any of the Managers, a