STOCK TITAN

VICI Properties adds John M. Sullivan to board

(Neutral)
(Neutral)
Form Type
8-K/A

Rhea-AI Filing Summary

VICI Properties Inc. (VICI) filed an amendment to a prior report to note that, effective September 18, 2026, John M. Sullivan’s earlier appointment to its Board of Directors as an independent director has become effective following receipt of required regulatory approvals. With his appointment, the Board size increases to eight members. Mr. Sullivan will serve on the Board’s Compensation Committee and Nominating and Governance Committee, receive compensation under the standard non-employee director program, and has entered into the company’s standard form indemnification agreement. The company states there are no related-party transactions or special arrangements associated with his selection.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Effective date of appointment September 18, 2026 Date when John M. Sullivan’s appointment as independent director became effective
Board size 8 members Size of VICI’s Board of Directors after the increase authorized in connection with Sullivan’s appointment
Board committees 2 committees Compensation Committee and Nominating and Governance Committee on which Sullivan will serve
independent director regulatory
"appointment to the Company's Board of Directors as an independent director has become effective"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
Compensation Committee regulatory
"Mr. Sullivan will serve on the Board's Compensation Committee and Nominating and Governance Committee"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
Nominating and Governance Committee regulatory
"serve on the Board's Compensation Committee and Nominating and Governance Committee"
A nominating and governance committee is a group of board members tasked with choosing and evaluating directors, planning leadership succession, and setting the company’s board-related rules and ethical standards. Think of it as the company’s hiring and rule-making panel for its top overseers. Its work matters to investors because it shapes who governs the company, how leadership transitions are handled, and whether the board can effectively oversee management and protect shareholder interests.
indemnification agreement regulatory
"the Company has entered into its standard form indemnification agreement with Mr. Sullivan"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
Item 404(a) of Regulation S-K regulatory
"no transactions between the Company and Mr. Sullivan that would require disclosure under Item 404(a) of Regulation S-K"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What change to the board did VICI (VICI) disclose in this 8-K/A amendment?

VICI disclosed that, effective September 18, 2026, John M. Sullivan’s appointment as an independent director became effective and the Board size was increased to eight members in connection with his appointment.

What committees will John M. Sullivan serve on at VICI (VICI)?

John M. Sullivan will serve on VICI’s Compensation Committee and its Nominating and Governance Committee, according to the amendment.

How will John M. Sullivan be compensated as a VICI (VICI) director?

He will be compensated in accordance with VICI’s standard compensation policies and practices for non-employee directors of the Board, with no special or non-standard arrangements disclosed.

Were there any special arrangements for John M. Sullivan’s selection to VICI’s board?

No. VICI reports there are no arrangements or understandings between John M. Sullivan and any other persons pursuant to which he was selected as a director.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
00017056960001920791false00017056962026-09-182026-09-180001705696vici:VICIPropertiesLPMember2026-09-182026-09-18

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 __________________________________________________
FORM 8-K/A
__________________________________________________
 
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 18, 2026
__________________________________________________
VICI Properties Inc.
VICI Properties L.P.
(Exact Name of Registrant as Specified in its Charter)
__________________________________________________
Maryland (VICI Properties Inc.)
001-3837281-4177147
Delaware (VICI Properties L.P.)
333-264352-0135-2576503
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
535 Madison Avenue
New York, New York 10022
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (646) 949-4631
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
__________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
 Title of each classTrading SymbolName of each exchange on which registered
Common stock, $0.01 par value
VICI
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
VICI Properties Inc.Emerging growth company
VICI Properties L.P.Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
VICI Properties Inc.
VICI Properties L.P.




This Amendment No. 1 to Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by VICI Properties Inc. (the “Company”) on September 8, 2026 (the “Original Report”). Except as described below, this Amendment does not purport to amend the information in the Original Report or provide an update or a discussion of any developments at the Company subsequent to the filing date of the Original Report.

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Effective September 18, 2026, John M. Sullivan's prior appointment to the Company's Board of Directors (the “Board”) as an independent director has become effective, following receipt of applicable regulatory approvals. In connection with the effectiveness of Mr. Sullivan’s appointment, the Board authorized an increase in the size of the Board to eight members. Mr. Sullivan will serve on the Board's Compensation Committee and Nominating and Governance Committee.

Mr. Sullivan is being compensated in accordance with the Company’s standard compensation policies and practices for non-employee directors of the Board. In addition, the Company has entered into its standard form indemnification agreement with Mr. Sullivan. There are no transactions between the Company and Mr. Sullivan that would require disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Sullivan and any other persons pursuant to which he was selected as director of the Company.



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VICI PROPERTIES INC.
Date: September 22, 2026By:
/s/ SAMANTHA S. GALLAGHER
Samantha S. Gallagher
Executive Vice President, General Counsel and Secretary
VICI PROPERTIES L.P.
Date: September 22, 2026By:
/s/ SAMANTHA S. GALLAGHER
Samantha S. Gallagher
Secretary

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