Gaming & Leisure Properties, Inc.GLPI
Gaming & Leisure Properties, Inc. Stock Compensation Disclosure
Stock-Based Compensation
As of December 31, 2025, the Company had 4,988,607 shares available for future issuance under the 2013 Plan. The 2013 Plan provides for the Company to issue restricted stock awards, including performance-based restricted stock awards and other equity or cash based awards to employees. Any director, employee or consultant shall be eligible to receive such awards. The Company issues new authorized common shares to satisfy stock option exercises and restricted stock award releases.
As of December 31, 2025, there was $3.2 million of total unrecognized compensation cost for restricted stock awards that will be recognized over the grants' remaining weighted average vesting period of 1.88 years. For the years ended December 31, 2025, 2024 and 2023, the Company recognized $6.2 million, $8.7 million and $8.5 million, respectively, of compensation expense associated with these awards. The total fair value of awards released during the years ended December 31, 2025, 2024 and 2023, was $12.5 million, $12.3 million and $11.3 million, respectively.
The following table contains information on restricted stock award activity for the years ended December 31, 2025 and 2024:
| Number of Award Shares | Weighted Average Grant-Date Fair Value | ||||||||||
| Outstanding at December 31, 2023 | 269,929 | $ | 49.49 | ||||||||
| Granted | 263,328 | $ | 33.16 | ||||||||
| Released | (247,814) | $ | 31.44 | ||||||||
| Canceled | (600) | $ | 50.15 | ||||||||
| Outstanding at December 31, 2024 | 284,843 | $ | 50.10 | ||||||||
| Granted | 211,307 | $ | 27.18 | ||||||||
| Released | (263,916) | $ | 32.49 | ||||||||
| Canceled | (15,000) | $ | 50.26 | ||||||||
| Outstanding at December 31, 2025 | 217,234 | $ | 49.19 | ||||||||
Performance-based restricted stock awards have a three-year cliff vesting with the amount of restricted shares vesting at the end of the three-year period determined based upon the Company’s performance as measured against its peers. More specifically, the percentage of shares vesting at the end of the measurement period will be based on the Company’s three-year total shareholder return measured against the three-year total shareholder return of the companies included in the MSCI US REIT index and the Company's stock performance ranking among a group of triple-net REIT peer companies. As of December 31, 2025, there was $9.2 million of total unrecognized compensation cost for performance-based restricted stock awards, which will be recognized over the awards' remaining weighted average vesting period of 1.51 years. For the years ended December 31, 2025, 2024 and 2023, the Company recognized $9.5 million, $15.6 million and $14.4 million, respectively, of compensation expense associated with these awards. The total fair value of performance-based stock awards released during the years ended December 31, 2025, 2024, and 2023 was $23.3 million, $23.6 million, and $21.7 million respectively.
The following table contains information on performance-based restricted stock award activity for the years ended December 31, 2025 and 2024:
| Number of Performance-Based Award Shares | Weighted Average Grant-Date Fair Value | ||||||||||
| Outstanding at December 31, 2023 | 1,492,000 | $ | 29.36 | ||||||||
| Granted | 523,000 | $ | 28.73 | ||||||||
| Released | (478,000) | $ | 24.89 | ||||||||
| Outstanding at December 31, 2024 | 1,537,000 | $ | 30.53 | ||||||||
| Granted | 245,000 | $ | 27.54 | ||||||||
| Released | (488,500) | $ | 30.60 | ||||||||
| Canceled | (131,500) | $ | 30.49 | ||||||||
| Outstanding at December 31, 2025 | 1,162,000 | $ | 29.88 | ||||||||
As of December 31, 2025, there was $0.5 million of total unrecognized compensation cost for time based LTIP awards that will be recognized over the grants' remaining weighted average vesting period of 2.01 years. For the years ended December 31, 2025, the Company recognized an expense of $2.9 million of compensation associated with these awards within general and administrative expenses on the consolidated statements of income and noncontrolling interests on the Company's consolidated balance sheet.
The following table contains information on time based LTIP award activity for the years ended December 31, 2025:
| Number of Time Based LTIP Awards | Weighted Average Grant-Date Fair Value | ||||||||||
| Outstanding at December 31, 2024 | — | $ | — | ||||||||
| Granted | 85,000 | $ | 48.16 | ||||||||
| Released | — | $ | — | ||||||||
| Canceled | (15,000) | $ | 48.16 | ||||||||
| Outstanding at December 31, 2025 | 70,000 | $ | 48.16 | ||||||||
Performance-based LTIP awards have a three-year cliff vesting with the amount of LTIP awards vesting at the end of the three-year period determined based upon the Company’s performance as measured against its peers. More specifically, the percentage of shares vesting at the end of the measurement period will be based on the Company’s three-year total shareholder return measured against the three-year total shareholder return of the companies included in the MSCI US REIT index and the Company's stock performance ranking among a group of triple-net REIT peer companies. As of December 31, 2025, there was $5.1 million of total unrecognized compensation cost, which will be recognized over the performance-based LTIP awards' remaining weighted average vesting period of 2.01 years. For the years ended December 31, 2025, the Company recognized $2.5 million of compensation expense associated with these awards within general and administrative expenses on the consolidated statements of income and noncontrolling interests on the Company's consolidated balance sheet.
The following table contains information on performance-based LTIP award activity for the years ended December 31, 2025:
| Number of Performance- Based LTIP Awards | Weighted Average Grant-Date Fair Value | ||||||||||
| Outstanding at December 31, 2024 | — | $ | — | ||||||||
| Granted | 340,000 | $ | 27.06 | ||||||||
| Released | — | $ | — | ||||||||
| Canceled | (60,000) | $ | 27.06 | ||||||||
| Outstanding at December 31, 2025 | 280,000 | $ | 27.06 | ||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 19, 2026 | Showing above |
| 2024 | Feb 20, 2025 | |
| 2023 | Feb 27, 2024 | |
| 2022 | Feb 23, 2023 | |
| 2021 | Feb 24, 2022 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.