VICI Properties (VICI) CAO awarded shares and surrenders stock for tax

Rhea-AI Filing Summary

VICI Properties Inc. chief accounting officer Gabriel Wasserman reported a new equity grant and related tax-withholding share dispositions. On February 24, 2026, he received 5,071 time-based restricted shares of common stock at no cost under the 2017 Stock Incentive Plan, increasing his direct holdings to 41,838 shares.

Footnotes explain that earlier transactions on February 20 and 23, 2026, disposing of 625 shares at $29.87 and 1,105 shares at $30.09, were shares surrendered back to the company to cover tax withholding on vesting restricted stock, not open-market sales.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Wasserman Gabriel

(Last) (First) (Middle)

C/O VICI PROPERTIES INC.

535 MADISON AVENUE, 28TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VICI PROPERTIES INC. [ VICI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/20/2026		F(1)		625	D	$29.87	37,872	D
Common Stock	02/23/2026		F(1)		1,105	D	$30.09	36,767	D
Common Stock	02/24/2026		A		5,071(2)	A	$0	41,838	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects shares of common stock surrendered to the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted shares of common stock.

2. Pursuant to the Issuer's long-term incentive compensation plan, on February 24, 2026, the Reporting Person was granted an award of time-based restricted shares of common stock under the Issuer's 2017 Stock Incentive Plan. In addition, the Reporting Person was granted an award of performance-based restricted stock units under the Issuer's 2017 Stock Incentive Plan, which units represent a contingent right to receive a number of shares of the Issuer's common stock based on the achievement of certain performance measures.

Remarks:

	/s/ Samantha Sacks Gallagher as attorney-in-fact for Gabriel F. Wasserman	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did VICI (VICI) report for Gabriel Wasserman?

The filing shows Gabriel Wasserman reported a grant of 5,071 restricted common shares and two tax-withholding share surrenders. These dispositions involved 625 and 1,105 shares delivered back to VICI Properties to satisfy tax obligations tied to vesting restricted stock.

How many VICI Properties shares were granted to the chief accounting officer?

Gabriel Wasserman received a grant of 5,071 time-based restricted shares of VICI Properties common stock. The award was made under the company’s 2017 Stock Incentive Plan as part of long-term incentive compensation, increasing his reported direct ownership position after the grant.

Were the VICI shares disposed of by Gabriel Wasserman open-market sales?

No, the dispositions were not open-market sales. Footnotes state the 625 and 1,105 shares were surrendered back to VICI Properties to cover tax withholding obligations arising from the vesting of restricted shares previously awarded to Gabriel Wasserman.

What prices were used for the VICI tax-withholding share surrenders?

The surrendered VICI Properties shares were valued at $29.87 and $30.09 per share. These prices applied to 625 and 1,105 shares, respectively, and were used to determine the number of shares delivered back to satisfy Gabriel Wasserman’s tax obligations on vesting.

What is Gabriel Wasserman’s VICI stock ownership after these transactions?

After the reported grant and tax-withholding surrenders, Gabriel Wasserman directly owns 41,838 shares of VICI Properties common stock. This figure reflects his position following the February 24, 2026 grant of 5,071 restricted shares under the company’s incentive plan.

Under which plan were the new VICI restricted shares and units awarded?

The new time-based restricted shares and performance-based restricted stock units were granted under VICI Properties’ 2017 Stock Incentive Plan. The performance-based units represent a contingent right to receive common shares if specified performance measures are achieved in future periods.