Were any of John Payne’s VICI (VICI) share disposals open-market sales?

The reported disposals were not open-market sales. Footnotes explain that 4,577 and 2,827 shares were surrendered at $30.09 and $29.87 per share, respectively, solely to satisfy tax withholding obligations on vesting restricted stock.

VICI (VICI) president gets 31,724-share grant, surrenders stock for taxes

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

VICI PROPERTIES INC. President and COO John W. R. Payne reported a mix of equity awards and tax-related share dispositions. On February 24, 2026, he acquired 31,724 shares of common stock through a grant of time-based restricted shares under the 2017 Stock Incentive Plan, bringing his direct holdings to 474,365 shares.

Footnotes state he also received performance-based restricted stock units that may convert into additional shares if specific performance goals are met. Earlier, on February 20 and 23, 2026, a total of 7,404 shares were disposed of at prices of $29.87 and $30.09 per share to satisfy tax withholding obligations tied to vesting restricted shares.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Payne John W R

Role President and COO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	31,724	$0.00	--
Tax Withholding	Common Stock	4,577	$30.09	$138K
Tax Withholding	Common Stock	2,827	$29.87	$84K

Holdings After Transaction: Common Stock — 474,365 shares (Direct)

Footnotes (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. 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/24/2026 - 05:17 PM

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

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

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^*

Payne John W R

(Last)

(First)

(Middle)

C/O VICI PROPERTIES INC.

535 MADISON AVENUE, 28TH FLOOR

(Street)

NEW YORK

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)
	President and COO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/20/2026		F⁽¹⁾		2,827	D	$29.87	447,218	D
Common Stock	02/23/2026		F⁽¹⁾		4,577	D	$30.09	442,641	D
Common Stock	02/24/2026		A		31,724⁽²⁾	A	$0	474,365	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 John W. R. Payne	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did VICI (VICI) executive John Payne report in this Form 4?

John Payne reported a grant of 31,724 time-based restricted shares and related tax-withholding share dispositions. These transactions were made under VICI’s 2017 Stock Incentive Plan and reflect routine equity compensation and associated tax settlements for the President and COO.

How many VICI (VICI) shares were granted to John Payne?

John Payne received a grant of 31,724 time-based restricted shares of VICI common stock. The award was made under the company’s 2017 Stock Incentive Plan, increasing his directly held shares to 474,365 after the grant transaction was recorded.

What are the performance-based RSUs mentioned for VICI (VICI) executive John Payne?

Alongside time-based restricted shares, John Payne received performance-based restricted stock units. These units represent a contingent right to receive VICI common shares, with the actual number delivered depending on achievement of specified performance measures under the 2017 Stock Incentive Plan.

How many VICI (VICI) shares does John Payne hold after these transactions?

After the award of 31,724 restricted shares on February 24, 2026, John Payne directly holds 474,365 VICI common shares. This figure reflects his updated direct ownership following the equity grant recorded in the Form 4 filing.

What do the tax-withholding transactions mean in VICI (VICI) John Payne’s filing?

The tax-withholding transactions indicate shares were surrendered back to VICI to cover tax obligations arising from restricted stock vesting. This method settles taxes using shares instead of cash and does not represent discretionary open-market selling activity by John Payne.