VICI PROPERTIES INC.VICI

VICI PROPERTIES INC. Stock Compensation Disclosure

10-KFiled Feb 25, 20263 min read
Stock-Based Compensation
The 2017 Stock Incentive Plan (the “Plan”) is designed to provide long-term equity-based compensation to our directors and employees. It is administered by the Compensation Committee of the Board of Directors. Awards under the Plan may be granted with respect to an aggregate of 12,750,000 shares of common stock and may be issued in the form of (a) incentive stock options, (b) non-qualified stock options, (c) stock appreciation rights, (d) dividend equivalent rights, (e) restricted stock, (f) restricted stock units or (g) unrestricted stock. In addition, the Plan limits the total number of shares of common stock with respect to which awards may be granted to any employee or director during any one calendar year. At December 31, 2025, 8,973,714 shares of common stock remained available for issuance by us as equity awards under the Plan.
Time-Based Restricted Stock
During the years ended December 31, 2025, 2024 and 2023, the Company granted approximately 272,000, 276,000, and 203,000 shares of restricted stock, respectively, under the Plan, subject to vesting restrictions based on service. Such restricted time-based stock awards vest ratably on an annual basis over a service period of one to three years. The number of shares granted was determined based on the 10-day volume weighted average price using the 10 trading days immediately preceding the grant date.
Performance-Based Restricted Stock Units
During the years ended December 31, 2025, 2024 and 2023 the Company granted approximately 341,000, 348,000, and 235,000 performance-based restricted stock units, respectively, at target level of performance under the Plan, which are subject to vesting restrictions based on specified absolute and relative total stockholder return goals measured over a three-year performance period. For purposes of determining the fair value for expense recognition, we used a Monte Carlo Simulation (risk-neutral approach) as these awards contain a market condition. The risk-free interest rate assumptions used in the Monte Carlo Simulation were determined based on the zero-coupon risk-free rate of 4.2% - 4.3% and an expected price volatility of 20.0%. The expected price volatility was calculated based on both historical and implied volatility. 
The following table details the stock-based compensation expense recorded as General and administrative expense in the Statement of Operations:
Year Ended December 31,
(In thousands)202520242023
Stock-based compensation expense$16,195 $17,511 $15,536 
The following table details the activity of our incentive stock and time-based restricted stock and performance-based restricted stock units:
Time-Based Restricted StockPerformance-Based Restricted Stock Units
(In thousands, except for per share data)StockWeighted Average Grant Date Fair ValueStock UnitsWeighted Average Grant Date Fair Value
Outstanding as of December 31, 2022
507,339 $27.47 769,589 $22.88 
Granted209,901 28.22 474,867 28.59 
Vested(211,887)28.13 (363,267)19.90 
Forfeited(32,718)28.44 (115,607)19.90 
Canceled— — — — 
Outstanding as of December 31, 2023
472,635 27.44 765,582 28.28 
Granted288,558 23.74 531,268 27.32 
Vested(176,926)29.76 (243,615)34.27 
Forfeited(57,099)29.93 (143,669)31.58 
Canceled— — — — 
Outstanding as of December 31, 2024
527,168 24.37 909,566 25.60 
Granted280,453 30.12 340,554 34.82 
Vested(213,662)30.21 (189,176)29.01 
Forfeited(126,315)30.44 (183,818)29.51 
Canceled— — — — 
Outstanding as of December 31, 2025
467,644 $30.37 877,126 $32.51 
As of December 31, 2025, there was $19.4 million of unrecognized compensation cost related to non-vested stock-based compensation arrangements under the Plan. This cost is expected to be recognized over a weighted average period of 1.7 years.

Historical Timeline

Fiscal YearFiled
2025Feb 25, 2026Showing above
2017Mar 28, 2018

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.

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