tm2532529-6_424b3 - none

424B3 1 tm2532529-6_424b3.htm 424B3 tm2532529-6_424b3 - none - 15.0837796s

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-291972

PROSPECTUS

SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, TO BE ISSUED IN CONNECTION WITH THE TRANSACTIONS DESCRIBED IN MORE DETAIL IN THIS PROSPECTUS

THIS IS NOT A PROXY STATEMENT OR NOTICE OF MEETING. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

This prospectus of VICI Properties Inc., a Maryland corporation (“VICI”), relates to the shares of common stock, par value $0.01 per share, of VICI (“VICI Common Stock”) to be issued to holders of common stock, par value $0.01 per share (“Golden Common Stock”), of Golden Entertainment, Inc., a Minnesota corporation (“Golden”), as consideration for the purchase by VICI of the seven Subject Properties (as defined below) from Golden, as further described herein.

The Subject Properties will be acquired and VICI Common Stock will be issued as provided for in the Master Transaction Agreement, dated as of November 6, 2025 (as amended from time to time, the “Master Transaction Agreement”), by and among Argento, LLC, a Nevada limited liability company (“OpCo Buyer”), VICI, VICI ROYAL MERGER SUB LLC, a Delaware limited liability company (“PropCo Merger Sub”), and Golden. For simplicity, references to Golden Common Stock in this prospectus will also refer to the equity of New HoldCo received by equity holders of Golden in the F Reorganization Merger (as defined below), as described in more detail below. The Master Transaction Agreement provides, among other things, and subject to the terms and conditions set forth therein, that (i) (x) prior to the closing (the “Closing”) of the Transactions (as defined below), Golden will consummate a Pre-Closing Restructuring (as defined below) which contemplates, among other things, that (1) Golden will form a new wholly owned Delaware limited liability company (“PropCo”), (2) each existing subsidiary of Golden that owns Transferred Real Estate Assets (as defined below) (an “Existing Owner”) will form one or more new wholly owned Delaware limited liability companies (the “Owner SPEs” and, together with PropCo, the “PropCo Acquired Companies”), (3) each Existing Owner will transfer, assign, and convey the applicable Transferred Real Estate Assets (such transfers, assignments and conveyances, the “Property Transfers”) owned by it to the Owner SPE(s) owned by it, such that, following such transfer, assignments and conveyances, there are seven Owner SPEs, each owning a single Subject Property (as defined below) and (4) thereafter, each Existing Owner will distribute all of the equity interests of each Owner SPE that it owns up the chain to Golden, and Golden will contribute all such equity interests to PropCo, (y) following the Property Transfers and one business day prior to the Closing Date, Golden will form a new wholly owned Minnesota corporation (“New HoldCo”), and New HoldCo will form a new wholly owned Minnesota limited liability company (“New OpCo”) and (z) on the Closing Date (as defined below), but prior to the OpCo Sale (as defined below), Golden will merge with and into New OpCo, with New OpCo continuing as the surviving entity (the “F Reorganization Merger”), with the equity holders of Golden receiving equity, on a one-for-one basis, in New HoldCo and New HoldCo owning 100% of the membership interest of New OpCo and being the immediate parent of New OpCo, and at such effective time, New HoldCo will economically assume Golden’s obligation to repay the Target Debt Amount under the Golden Credit Agreement (each term as defined herein), (ii) on the Closing Date, immediately following the effective time of the F Reorganization Merger, but prior to the OpCo Sale, (x) New HoldCo will change its name to “Royal HoldCo I Inc.” and, following such effective time, references to Golden mean New HoldCo, and (y) New OpCo will distribute all of the limited liability company membership interests in PropCo to New HoldCo (the “PropCo Distribution”), (iii) on the Closing Date, immediately following the PropCo Distribution but prior to the Distribution (as defined below) and the Effective Time (as defined below), OpCo Buyer will acquire 100% of the equity interests of New OpCo (the “OpCo Sale”) for a purchase price in cash equal to $2.75 per share multiplied by the aggregate number of shares of Golden Common Stock issued and outstanding immediately prior to the Effective Time and, immediately following the consummation of the OpCo Sale, but prior to the Effective Time, Golden will distribute (or cause to be distributed) a dividend, as declared and paid by Golden, in an amount equal to $2.75 per share to Golden’s shareholders as of the Closing as described in and pursuant to the Master Transaction Agreement (the “Distribution”) and (iv) on the Closing Date, immediately following the Distribution, New HoldCo will merge with and into PropCo Merger Sub, with PropCo Merger Sub continuing as the surviving entity, and each share of Golden Common Stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive a number of fully paid and nonassessable shares of VICI Common Stock equal to 0.902 (the “Exchange Ratio”, and such merger, the “PropCo Subsidiary Merger,” and together with the PropCo Distribution, the Distribution, the Pre-Closing Restructuring, the OpCo Sale, the entry into the Royal Master Lease (as defined and described in more detail below) and other transactions contemplated by the Master Transaction Agreement, the “Transactions”), with cash paid in lieu of fractional shares of VICI Common Stock in an amount equal to such fractional part of VICI Common Stock multiplied by the VICI Common Stock VWAP (as defined below).

Shares of VICI Common Stock trade on the New York Stock Exchange (the “NYSE”) under the symbol “VICI.” There are no anticipated changes to the board of directors of VICI (the “VICI Board”) or senior management team in connection with the Transactions. The obligations of VICI and Golden to effect the Transactions are subject to the satisfaction or waiver of certain conditions set forth in the Master Transaction Agreement.

The Master Transaction Agreement requires that the Transactions be approved by the shareholders of Golden. The special meeting of the Golden shareholders is scheduled to be held on March 31, 2026, at 2:00 p.m. Pacific Time, via a live interactive webcast on the internet, which meeting and any adjournments or postponements thereof is referred to as the “Golden Special Meeting.” At the Golden Special Meeting, Golden shareholders of record as of the record date will be asked to consider and approve the Transactions. These matters are discussed in greater detail in the proxy statement that was filed by Golden in accordance with the rules and regulations of the SEC (the “Golden Proxy Statement”). This document is a prospectus for shares of VICI Common Stock that will be issued to Golden shareholders as consideration pursuant to the Master Transaction Agreement.

This prospectus contains important information about VICI, Golden, OpCo Buyer, the Master Transaction Agreement and the Transactions. We encourage you to read this prospectus carefully, including “Risk Factors” beginning on page 10.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with this prospectus or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

This prospectus is dated March 6, 2026.

	Additional Information					i
	About This Prospectus					ii
	Selected Definitions					v
	Questions and Answers					xiv
	Summary					1
	Risk Factors					10
	Cautionary Statement Regarding Forward-Looking Statements					17
	The Companies					18
	The Transactions					20
	Transaction Overview					20
	Golden’s Restructuring					20
	The PropCo Subsidiary Merger					20
	Exclusivity Agreement					21
	Tax Matters and Indemnity Agreement					21
	Background of the Transactions					22
	VICI’s Reasons for the Transactions					25
	Golden’s Reasons for the Transactions					27
	Directors and Management of VICI					27
	Interests of Golden’s Directors and Executive Officers in the Transactions					28
	Regulatory Approvals Required for the Transactions					28
	Material U.S. Federal Income Tax Consequences of the PropCo Subsidiary Merger to VICI					28
	Accounting Treatment of the Transactions					29
	No Appraisal or Dissenters’ Rights					29
	Exchange of Shares					29
	Listing of VICI Common Stock					30
	Delisting and Deregistration of Golden Common Stock					30
	Litigation Relating to the Transactions					30
	The Master Transaction Agreement					31
	Effect of the Transactions					31
	Closing and Effective Time of the PropCo Subsidiary Merger					31
	Directors and Officers; Articles of Incorporation; Bylaws					32
	Consideration					32
	Treatment of Golden Equity Awards					33
	Exchange and Payment Procedures					34
	Representations and Warranties					36
	Material Adverse Effect					39
	Conduct of Business Pending the Transactions					40
	Solicitation of Other Offers					42
	Change of Recommendation; Intervening Events					45
	Conditions to Closing the Transactions					47
	Indemnification and Insurance					49
	Other Covenants					50

	Termination of the Master Transaction Agreement					54
	Termination Fees					55
	Risk of Loss					58
	Specific Performance					58
	Several Liability					59
	Fees and Expenses					59
	Amendment; Waivers; Golden Independent Committee Approval					59
	Governing Law					59
	Material U.S. Federal Income Tax Consequences Of The Propco Subsidiary Merger To VICI					60
	Material U.S. Federal Income Tax Considerations Regarding the Ownership and Disposition of VICI Common Stock					62
	Comparative Market Prices and Dividend Information					86
	Comparative Per Share Market Prices					86
	Dividends					86
	Description of VICI Capital Stock					87
	General					87
	Common Stock					87
	Power to Reclassify and Issue Stock					88
	Preferred Stock					88
	Series A Preferred Stock					88
	Restrictions on Ownership and Transfer					88
	Redemption of Securities Owned or Controlled by an Unsuitable Person or Affiliate					91
	Transfer Agent and Registrar					92
	Certain Provisions of Maryland Law and VICI’s Charter and Bylaws					92
	Limitation of Liability and Indemnification of Directors and Officers					97
	Indemnification Agreements					98
	Comparison Of Rights Of VICI Stockholders And Golden Shareholders					99
	Legal Matters					117
	Experts					117
	Where You Can Find More Information And Incorporation By Reference					118

	VICI Common Stock									Golden Common Stock
Date	High			Low			Close			High			Low			Close
November 5, 2025		$	30.48		$	30.06		$	30.17		$	21.35		$	19.57		$	21.23
March 3, 2026		$	30.36		$	29.59		$	30.20		$	29.25		$	28.43		$	29.16

SEC Form 424B3 filed by VICI Properties Inc.