VICI Properties (VICI) GC gets 30,309-share award, surrenders stock for taxes

Rhea-AI Filing Summary

VICI Properties reported insider equity activity by General Counsel and EVP Samantha Sacks Gallagher. She acquired 30,309 shares of common stock at $0.0000 per share as a grant of time-based restricted stock under the company’s 2017 Stock Incentive Plan, alongside performance-based restricted stock units that may settle in additional shares based on future performance. She also disposed of 4,671 shares at $30.0900 and 3,554 shares at $29.8700 in transactions coded “F,” which the footnotes explain were shares surrendered back to the company solely to cover tax withholding due upon vesting of restricted stock, rather than 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^*

Gallagher Samantha Sacks

(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)
	General Counsel and EVP

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)		3,554	D	$29.87	342,380	D
Common Stock	02/23/2026		F(1)		4,671	D	$30.09	337,709	D
Common Stock	02/24/2026		A		30,309(2)	A	$0	368,018	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	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 Samantha Sacks Gallagher?

VICI reported that General Counsel and EVP Samantha Sacks Gallagher received a grant of 30,309 restricted common shares and surrendered 4,671 and 3,554 shares to cover tax withholding on vested restricted stock, according to the Form 4 and its explanatory footnotes.

Was the VICI (VICI) insider activity a market sale of shares?

No, the Form 4 shows tax-withholding dispositions, not open-market sales. Shares coded “F” were surrendered back to VICI to satisfy tax obligations tied to vesting restricted stock, rather than sold into the market for discretionary portfolio reasons.

What equity award did VICI (VICI) grant to its General Counsel?

On February 24, 2026, VICI granted Samantha Sacks Gallagher 30,309 time-based restricted common shares under its 2017 Stock Incentive Plan, plus performance-based restricted stock units that may convert into additional shares depending on achievement of specified performance measures.

How many VICI (VICI) shares does Samantha Sacks Gallagher own after these transactions?

After the February 24, 2026 grant transaction, the Form 4 reports that Samantha Sacks Gallagher directly owned 368,018 VICI common shares, reflecting the new restricted stock award and prior holdings, before considering any future vesting or performance-based unit settlements.

What do the Form 4 codes A and F mean for VICI (VICI)?

Code A indicates an acquisition through a grant or award, here 30,309 restricted shares at $0.0000. Code F identifies shares delivered to the issuer to pay exercise price or tax liabilities, representing withholding-related dispositions rather than ordinary buying or selling in the open market.