VICI (VICI) CFO awarded 38,150 shares and surrenders stock for tax withholding

Rhea-AI Filing Summary

VICI PROPERTIES INC. Chief Financial Officer David Andrew Kieske reported a mix of stock awards and related tax transactions. He received a grant of 38,150 shares of common stock at $0.00 per share as a time-based restricted stock award under the 2017 Stock Incentive Plan, along with performance-based restricted stock units granted the same day. On earlier dates, he disposed of 6,797 shares at $30.09 and 4,488 shares at $29.87 through tax-withholding dispositions tied to vesting of restricted stock. After these transactions, he directly owned 417,500 shares of VICI common stock.

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^*

KIESKE DAVID ANDREW

(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 Financial 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)		4,488	D	$29.87	386,147	D
Common Stock	02/23/2026		F(1)		6,797	D	$30.09	379,350	D
Common Stock	02/24/2026		A		38,150(2)	A	$0	417,500	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 David A. Kieske	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) disclose for CFO David Kieske?

VICI reported that CFO David Kieske received a grant of 38,150 restricted common shares and two tax-withholding dispositions of 6,797 and 4,488 shares. These dispositions satisfied tax obligations linked to vesting of prior restricted stock awards, rather than open-market sales.

How many VICI (VICI) shares were granted to the CFO in this Form 4?

The CFO received a grant of 38,150 shares of VICI common stock at $0.00 per share as a time-based restricted stock award under the 2017 Stock Incentive Plan, in addition to performance-based restricted stock units representing a contingent right to future shares.

Were the VICI (VICI) insider share disposals open-market sales?

The reported disposals were not open-market sales. They were tax-withholding dispositions of 6,797 shares at $30.09 and 4,488 shares at $29.87, surrendered back to VICI to cover tax obligations from vesting restricted stock, according to the filing footnotes.

What is David Kieske’s VICI (VICI) share ownership after these transactions?

After the reported grant and tax-withholding transactions, David Kieske directly owned 417,500 shares of VICI common stock. This total reflects the net result of the new restricted share award and the shares surrendered to satisfy associated tax withholding obligations.

Did VICI (VICI) grant performance-based equity to the CFO in this filing?

Yes. In addition to 38,150 time-based restricted shares, VICI granted performance-based restricted stock units under its 2017 Stock Incentive Plan. These units give a contingent right to receive common shares depending on achievement of specified performance measures described in the plan.

What plan governs the equity awards reported for VICI (VICI) CFO?

The equity awards are granted under VICI’s 2017 Stock Incentive Plan. The filing notes both time-based restricted common shares and performance-based restricted stock units, aligning the CFO’s compensation with long-term company performance and share price through structured stock-based incentives.