DEF 14A of Gaming & Leisure Properties, Inc., Apr 24, 2026

DEF 14A of Gaming & Leisure Properties, Inc.

Filed Apr 24, 20260001193125-26-177324

Open on EDGAR

  1. to be Held on June 4, 2026: The Notice of Annual Meeting, Proxy Statement, and Annual Report to

    | 2025 Nonqualified Deferred Compensation | 53 | | Potential Payments Upon Termination or Change-in-Control | 55 | | CEO Pay Ratio | 56 | | Audit and Compliance Committee Report | 57 | | Certain Relationships and Related Person Transactions | 58 | | Security Ownership of Certain Beneficial Owners and Management | 59 | | Equity Compensation Plan Information | 61 | | Delinquent Section 16(a) Report | 62 | | Proposal 2 — Ratification of Independent Registered Public Accounting Firm | 63 | | Proposal 3 — Advisory (Non-Binding) Vote to Approve the Company’s Executive Compensation | 64 | | Frequently Asked Questions | 65 | | Other Matters | 69 | | Shareholder Proposals and Director Nominations for 2027 Annual Meeting of Shareholders | 69 | | Annual Report to Shareholders | 69 | | Delivery of Documents to Shareholders Sharing an Address | 69 |

  2. PROPOSAL 1 – ELECTION OF DIRECTORS

    PROPOSAL 1 – ELECTION OF DIRECTORS At our Annual Meeting, shareholders will be asked to elect eight (8) directors to hold office until our 2027 Annual Meeting of Shareholders. The nominees were recommended and approved for nomination by our Nominating and Corporate Governance Committee. Elected directors will serve until their successors have been duly elected and qualified or until such director’s earlier resignation or removal. Proxies cannot be voted for a greater number of persons than the number of nominees named. If you sign and return the accompanying proxy, your shares will be voted for the election of each nominee in accordance with your instruction and, if no instructions are provided, then your shares will be voted as recommended by our Board of Directors. If any of the nominees for any reason are unable or unwilling to serve, the proxies may be voted for such substitute nominees as the proxy holder may determine. We are not aware of any reason that any of the nominees will be unable to serve as a director. Peter M. Carlino, Michael C. Borofsky, Debra Martin Chase, Carol “Lili” Lynton, Joseph W. Marshall, III, James B. Perry, Earl C. Shanks and E. Scott Urdang have been nominated for election to our Board of Directors to serve for a term through the 2027 Annual Meeting of Shareholders. REQUIRED VOTE The Company’s Articles of Incorporation provide for a majority voting standard with a resignation policy. Under a majority voting standard, once a quorum has been established, in an uncontested director election, a candidate must receive the affirmative vote of a majority of the votes cast with respect to the election of that candidate. Abstentions and broker non-votes will not be considered votes cast on any candidate’s election. The resignation policy set forth in our Corporate Governance Guidelines requires any director nominee who fails to receive the requisite majority vote to promptly, following certification of the shareholder vote, tender his or her resignation from the Board and all committees upon which he or she serves. Our Board will then assess the appropriateness of such nominee continuing to serve as a director and decide whether to accept or reject the resignation, or whether other action should be taken. The policy further provides that any director who tenders his or her resignation shall not participate in the Board action regarding whether to accept the resignation offer. Our Board will act upon the tendered resignation and publicly disclose its decision and rationale within ninety (90) days following certification of the shareholder vote. In a contested director election, a plurality voting standard will apply. Under the plurality voting standard, each of the nominees receiving the highest number of affirmative votes of the shares entitled to be voted for him or her will be elected. The election of directors at the Annual Meeting is uncontested and the majority voting standard will determine the directors that will serve until the 2027 Annual Meeting of Shareholders and until his or her successor is duly elected and qualified. Brokers are not permitted to vote your shares for the election of directors absent instruction from you. Therefore, we urge you to give voting instructions to your broker on the proposal so that your votes may be counted on this important matter. OUR DIRECTORS Our directors serve subject to the requirements of our charter and bylaws, including the requirement that directors not be “unsuitable persons,” within the meaning of our charter (“Unsuitable Person(s)”). In addition, certain jurisdictions in which we own properties require, either by statute or discretion of the applicable gaming or racing regulatory authority, our directors to acquire and maintain gaming licenses. Licenses typically require a determination from the applicable gaming or racing regulatory authority that the applicant qualifies or is suitable to hold such a license. Our charter requires that our directors maintain all required licenses. If one of our directors were to be determined to be an Unsuitable Person by virtue of failure to obtain or maintain such a license or otherwise, he or she would be subject to removal for cause by affirmative vote of the remaining members of our Board of Directors or by shareholders with an affirmative vote of 75% of the votes cast at a shareholder meeting. There are no family relationships among any of our directors or executive officers.

  3. PROPOSAL 1 – ELECTION OF DIRECTORS

    | 10 | 2026 Proxy Statement | Gaming and Leisure Properties, Inc. |

  4. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Proxy Summary | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | |

  5. PROPOSAL 1 – ELECTION OF DIRECTORS

    NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS FOR A ONE-YEAR TERM EXPIRING AT THE 2027 ANNUAL MEETING The following biographical information is furnished as to the nominees for election as a director:

  6. PROPOSAL 1 – ELECTION OF DIRECTORS

    | | Peter M. Carlino Age: 79 Director Since: 2013 Other Current Public Boards: PENN Entertainment, Inc. (Emeritus) | | Michael C. Borofsky Age: 53 Director Since: 2025 | | Peter M. Carlino has been the Chairman of our Board of Directors and our CEO since our inception in February 2013. Mr. Carlino was the founder of PENN Entertainment, Inc. (Nasdaq: PENN) (“PENN”) and served as the Chief Executive Officer of PENN from 1994 through October 2013. Mr. Carlino also served as the Chairman of the Board of Directors of PENN from 1994 through May 2019 and is currently Chairman Emeritus. Since 1976, Mr. Carlino has served in an executive capacity for Carlino Capital Management Corp., a holding company that owns and operates various Carlino family businesses and is currently the Chairman of the Board and Chief Executive Officer. Mr. Carlino has been continuously active in its strategic planning and in the monitoring of its operations. Mr. Carlino also serves on the Board of Directors of Penn State Health/St. Joseph Regional Health Network. Mr. Carlino brings to our Board of Directors extensive leadership and management experience, including over forty (40) years of collective executive management and board service, critical knowledge of our properties and an extensive knowledge and understanding of the gaming industry, real estate assets and real estate development in general. Moreover, as one of the largest beneficial owners of our common stock, his interests are significantly aligned with our efforts to enhance long-term shareholder value. | | Michael C. Borofsky was appointed to our Board of Directors in December 2025. Mr. Borofsky is the founding principal of Mithrandir Ventures, a diversified growth equity platform with investments in healthcare, software, and gaming, and has also served as President since November 2023. Mr. Borofsky also serves as Vice Chairman of Key Benefit Administrators, a large, independent third party administrator and population health administrator that specializes in managing self-funded employer health plans. Mr. Borofsky’s primary focus is on building high cash flow businesses with leading market positions and helping companies innovate and evolve through emerging technologies. From July 2020 to March 2024, Mr. Borofsky served as general counsel and member of the Management and Investment Committees at Gryphon Investors, a middle market private equity fund with $10 billion in assets under management and 34 controlled portfolio companies across five industry sectors: consumer, healthcare, software, industrial growth and business services. He also served as Chief Operating and Strategy Officer of the Pohlad Companies, a holding company with a diverse group of operating businesses, including the Minnesota Twins, Par Systems, United Properties, Carousel Motors and Northmarq Capital. Mr. Borofsky also spent 16 years as a senior executive at MacAndrews & Forbes, Ronald O. Perelman’s investment vehicle, with interests in consumer products, defense, media and entertainment, gaming, financial services, biotechnology and food products. Prior to MacAndrews & Forbes, Mr. Borofsky worked for Skadden, Arps, Slate, Meagher & Flom LLP, where he specialized in mergers and acquisitions, and was an analyst at Goldman Sachs. He earned a B.A. with honors from Yale University and a J.D. from Columbia University School of Law where he was a Harlan Fiske Stone Scholar. Mr. Borofsky was recommended to the Nominating and Corporate Governance Committee by one of the Company’s directors. He brings to our Board of Directors extensive knowledge and experience in mergers and acquisitions along with building and scaling innovative, high-growth companies. Through his experience and knowledge of diverse platforms, he brings strategic investment insight and substantial knowledge of capital markets and finance. | |

  7. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Gaming and Leisure Properties, Inc. | 2026 Proxy Statement | 11 |

  8. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Proxy Summary | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | |

  9. PROPOSAL 1 – ELECTION OF DIRECTORS

    | | Debra Martin Chase Age: 69 Director Since: 2024 Other Current Public Boards: B&G Foods, Inc. | | Carol “Lili” Lynton Age: 64 Director Since: 2019 Other Current Public Boards: CIM RACR (Trustee) | | Debra Martin Chase was appointed to our Board of Directors in April 2024. Ms. Chase, a Tony and Peabody Award-winning and Emmy-nominated television, motion picture and Broadway producer, is the first African American female producer to have a production deal at a major studio. Ms. Chase is the founder and has served as Chief Executive Officer of Hampstead Heath Productions, Inc. (d/b/a Martin Chase Productions), a California production company, since its formation in 2000. Ms. Chase has been a member of the board of directors and currently serves as Chair on the Corporate Social Responsibility Committee and sits on the Risk and Nominating and Governance Committees of B&G Foods, Inc. (NYSE: BGS) since July 2020. From July 2021 through September 2025, Ms. Chase served as a member of the board of directors of Bridge Investment Group Holdings Inc. (NYSE: BRDG), where she also served as an Audit Committee member. Prior to forming Martin Chase Productions, Ms. Chase served as Executive Vice President of Brown House Productions, the late Whitney Houston’s production company, from 1995 to 2000, and Vice President of Mundy Lane Entertainment, Denzel Washington’s production company, from 1992 to 1995. Ms. Chase formerly served as an in-house attorney and subsequently as a participant in the executive training program at Columbia Pictures. Prior to entering the entertainment industry, Ms. Chase practiced corporate law in New York and Houston. She also serves on the board of the Second Stage Theater in Manhattan, where she chairs the board’s Artistic Committee. She previously served on the board of the New York City Ballet until 2024, where she founded and chaired its Diversity and Inclusion Committee. She is a member of the Academy of Motion Picture Arts and Sciences, where she serves on the Producers Executive Committee; the Academy of Television Arts and Sciences; and the Broadway League, where she is a member of the Tony Management Committee. Ms. Chase brings to our Board of Directors extensive leadership skills, business acumen and legal expertise. She has extensive experience in advocating diversity, inclusion and philanthropic efforts throughout her professional career. | | Lili Lynton has served as a member of our Board of Directors since December 2019. Ms. Lynton is the co-founder of The Dinex Group, which operates 21 Daniel Boulud branded restaurants. Prior to forming Dinex, she co-founded Telebank, an internet banking pioneer that was acquired by E*Trade in 1999. Since 1987, she has also served as Chief Investment Officer of HD American Trust, a family investment office formed in 1987 that invests actively across a broad range of asset classes. At HD American Trust, Ms. Lynton is responsible for selection of asset managers, asset allocation, liquidity and leverage parameters with direct management responsibility for the firm’s venture capital and real estate portfolio. From 1987 through 1990, Ms. Lynton was an investment analyst at financial services company, Sanford C. Bernstein, and from 1983 through 1985, she was a mergers and acquisitions analyst at Lehman Brothers. Ms. Lynton served as a Director of El Pollo Loco Holdings, Inc. (Nasdaq: LOCO) from 2016 to 2024. Ms. Lynton also serves as a Trustee, Audit Committee Chair of CIM RACR (a Securities and Exchange Commission-registered Interval Fund). She also serves on the Advisory Board of The Hamilton Project, a division of the Brookings Institution, which develops proposals for a more equitable and robust U.S. economy; as a board member of The Center on Budget Policy and Priorities (a non-profit research institute focused on federal and state budgets); as Trustee of the Guggenheim Foundation (awards 175 annual Guggenheim Fellowships); as Trustee of Vera Institute for Justice (criminal justice reform organization); and as Trustee for the Bail Project (funds and operates 27 charitable bail funds across the nation). Ms. Lynton brings to our Board of Directors experience and expertise in investment analysis, mergers and acquisitions and business operations as well as a diverse perspective resulting from her vast knowledge and business experience as well as her advocacy initiatives and non-profit board service. | |

  10. PROPOSAL 1 – ELECTION OF DIRECTORS

    | 12 | 2026 Proxy Statement | Gaming and Leisure Properties, Inc. |

  11. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Proxy Summary | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | |

  12. PROPOSAL 1 – ELECTION OF DIRECTORS

    | | Joseph W. Marshall, III Age: 73 Director Since: 2013 Other Current Public Boards: SIGA Technologies, Inc. | | James B. Perry Age: 76 Director Since: 2017 Other Current Public Boards: Fortress Credit Realty Income Trust | | Joseph W. Marshall, III, has served as a member of our Board of Directors since October 2013. Mr. Marshall served as Vice Chairman of Stevens & Lee, PC and Griffin Holdings, LLC from February 2010 until December 2023, and currently serves as Of Counsel of Stevens & Lee. Mr. Marshall has served on the Board of Directors of SIGA Technologies, Inc. since 2009, as well as the Board of Directors of Maxim Healthcare Services, Inc. since 2017. He has served on several boards in the past, including the Cancer Treatment Centers of America – Eastern Regional Medical Center, First Bank of Delaware, and Health Partners, a provider-owned Medicaid/Medicare HMO operating in Greater Philadelphia from 2003-2008. From 2001 to 2008, Mr. Marshall was the CEO of Temple University Health System (“TUHS”), one of the largest healthcare organizations in Pennsylvania, and served as Chairman from 1999-2007, and from 2018-2025. He is currently a member of the board of TUHS and chairs its Audit and Compliance Committee. In addition, he chairs the boards of Temple University Hospital, Chestnut Hill Hospital, and is the Vice Chairman of Fox Chase Comprehensive Cancer Center. Mr. Marshall has also served on the Pennsylvania Gaming Control Board, the Pennsylvania State Ethics Commission (where he held positions as Vice Chairman and Chairman), and the Medicaid Commission, which was created by Congress and established by the Honorable Michael O. Leavitt, Secretary of the U.S. Department of Health & Human Services. Mr. Marshall has been a member of the Board of Trustees of Temple University since 1992. Mr. Marshall brings to our Board of Directors extensive experience and expertise in law and compliance, with an in-depth knowledge of regulated industries, including gaming regulation, as well as significant experience as a director and an executive in both the private and public sectors. | | James B. Perry was appointed to our Board of Directors in March 2017. Mr. Perry served on the Board of Directors of Isle of Capri Casinos, Inc. (“Isle”) from 2007 to 2014 and was named Chairman of the Board of Directors and Executive Chairman of the Board of Directors in 2009 and 2011, respectively. From March 2008 to April 2011, he served as Isle’s Chief Executive Officer. Prior to being named Chairman, Mr. Perry was Executive Vice Chairman from March 2008 to August 2009 and Vice Chairman from July 2007 to March 2008. Mr. Perry has served on the Board of Trustees of Fortress Credit Realty Income Trust since June 2024 and presently serves as a member of its Audit Committee. Mr. Perry served as a Class III Director on the board of Trump Entertainment Resorts, Inc. from May 2005 until July 2007. From July 2005 to July 2007, Mr. Perry served as Chief Executive Officer and President of Trump Entertainment Resorts, Inc., which filed for Chapter 11 bankruptcy in February 2009. Mr. Perry was President of Argosy Gaming Company from April 1997 through July 2002 and Chief Executive Officer of Argosy Gaming Company from April 1997 through May 2003. Mr. Perry also served as a member of the Board of Directors of Argosy Gaming Company from 2000 to July 2005. Mr. Perry brings to our Board of Directors over thirty (30) years of gaming industry experience complemented by extensive operational, executive management and leadership expertise. | |

  13. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Gaming and Leisure Properties, Inc. | 2026 Proxy Statement | 13 |

  14. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Proxy Summary | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | |

  15. PROPOSAL 1 – ELECTION OF DIRECTORS

    | | Earl C. Shanks Age: 69 Director Since: 2017 Other Current Public Boards: Cognyte Software Ltd. | | E. Scott Urdang Age: 76 Director Since: 2013 | | Earl C. Shanks was appointed to our Board of Directors in March 2017. Mr. Shanks served as Chief Financial Officer of Essendant Inc., a leading supplier of workplace essentials, from November 2015 through May 2017. Previously, Mr. Shanks served as the Chief Financial Officer at Convergys Corporation from 2003 until 2012. Prior to that, Mr. Shanks held various financial leadership roles with NCR Corporation, ultimately serving as the Chief Financial Officer, where he oversaw treasury, finance, real estate and tax. Mr. Shanks served as a director of Verint Systems Inc. (Nasdaq: VRNT) from July 2012 until January 2021. Additionally, Mr. Shanks has served as a director of Cognyte Software Ltd. (Nasdaq: CGNT) since January 2021 and Chairman since September 2023. Mr. Shanks brings to our Board of Directors expertise and knowledge in the areas of accounting, finance, capital markets, tax, risk, information technology and cybersecurity through his various executive management leadership roles as well as his significant public company service as a director. | | E. Scott Urdang has served as a member of our Board of Directors since October 2013. Mr. Urdang, who retired in 2012, was the founder, Chief Executive Officer and Chairman of Urdang Capital Management (now CenterSquare Investment Management, Inc.). CenterSquare Investment Management, Inc. is a Philadelphia-based global asset manager that specializes in real estate investment strategies. Mr. Urdang founded the company in 1987, and at the time of his retirement, it had in excess of $5 billion under management. From 1984 to 1987, Mr. Urdang was a Partner at Laventhol and Horwath, a national consulting and accounting firm, where he served as regional partner in charge of real estate consulting with national responsibility for its pension consulting practice. Mr. Urdang also served as Vice President of Finance of a large regional development company that was involved in residential subdivisions, office buildings, apartments and shopping centers. Mr. Urdang has twenty (20) years of experience teaching both undergraduate and graduate courses in economics, corporate finance, real estate finance, and investment analysis at the Wharton School of the University of Pennsylvania. Mr. Urdang brings to our Board of Directors extensive leadership experience in strategic planning, economics and finance as well as his comprehensive knowledge and proven record of success in the real estate industry as an investor, developer, entrepreneur and professor. | |

  16. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Our Board of Directors unanimously recommends a vote FOR the election of each of the nominated directors. |

  17. PROPOSAL 1 – ELECTION OF DIRECTORS

    | 14 | 2026 Proxy Statement | Gaming and Leisure Properties, Inc. |

  18. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Proxy Summary | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | |

  19. PROPOSAL 1 – ELECTION OF DIRECTORS

    BOARD COMPOSITION Our business and affairs are managed under the direction of our Board of Directors, which currently consists of eight (8) members. Each director’s term continues until the election and qualification of his or her successor, or his or her earlier death, resignation or removal. Newly created directorships resulting from any increase in the number of directors and any vacancies resulting from death, resignation or removal from office or other cause will be filled generally by the majority vote of the remaining directors in office, even if less than a quorum is present. A director may be removed by the Board of Directors only for cause or by the shareholders only for cause and only by the vote of 75% of the votes cast by the holders of shares entitled to vote at a shareholder meeting. DIRECTOR INDEPENDENCE Our Board of Directors observes all applicable criteria for independence established by The Nasdaq Stock Market LLC (“Nasdaq”) and other governing laws and applicable regulations. No director will be deemed to be independent unless our Board of Directors determines that the director has no relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our Nominating and Corporate Governance Committee has determined that each of our directors, other than Mr. Carlino, is independent as defined under the corporate governance rules of Nasdaq and, with respect to the committees on which they serve, the applicable rules and regulations of the SEC and Nasdaq. BOARD LEADERSHIP STRUCTURE AND ITS ROLE IN RISK OVERSIGHT Our Board of Directors has no policy with respect to the separation of the offices of CEO and Chairman of the Board of Directors (the “Chairman”). It is the Board’s view that rather than having a rigid policy, it, with the advice and assistance of the Nominating and Corporate Governance Committee, and upon consideration of all relevant factors and circumstances, will determine, as and when appropriate, whether the two offices should be separate. Currently, our CEO also serves as the Chairman. Our Board believes this is appropriate because of the Chairman’s role in leading the Company and his long-standing track record of generating significant shareholder return for the companies for which he has served. Moreover, our Board believes that the Chairman’s substantial beneficial ownership of the Company’s equity has strongly aligned his interests with the interests of shareholders. Because we have selected to have Mr. Carlino serve in both the roles of Chairman and CEO, we have appointed Mr. Marshall to serve as Lead Independent Director. As Lead Independent Director, Mr. Marshall’s responsibilities include:

  20. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | consulting with the Chairman, as appropriate, regarding the information, agendas and schedules of Board and Board committee meetings, including the ability to add items to the agendas for any meeting |

  21. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | scheduling, setting the agenda for and serving as chair of meetings of independent directors |

  22. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | serving as principal liaison between the independent directors and the Chairman and between the independent directors and the management team |

  23. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | presiding at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors |

  24. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | becoming the acting Chairman until a new Chairman is selected, in the event of the death, incapacity, resignation or removal of the Chairman |

  25. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | ensuring availability for consultation and direct communications on behalf of the independent directors with major shareholders, as appropriate |

  26. PROPOSAL 1 – ELECTION OF DIRECTORS

    Our Board of Directors plays an active role in the oversight of risks impacting our Company, and the management team is charged with managing such risks. Our Board of Directors works closely with the management team to ensure that integrity, security and accountability are integrated into our operations. Our Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. Our Audit and Compliance Committee oversees the management of compliance and financial risks and is tasked with focusing on, analyzing, and assessing steps taken by the management team to mitigate risks related to cybersecurity and, for that purpose, receiving reports from the management team regarding cybersecurity risks and countermeasures being undertaken or considered by the Company to prevent cyber incidents, detect unusual activity, and respond appropriately should an incident occur. The Nominating and Corporate Governance Committee is responsible for overseeing the risks associated with the Company’s policies relating to sustainability and corporate responsibility as well as the independence of the Board of Directors. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, our full Board of Directors is regularly informed regarding such risks through committee reports and otherwise.

  27. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Gaming and Leisure Properties, Inc. | 2026 Proxy Statement | 15 |

  28. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Proxy Summary | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | |

  29. PROPOSAL 1 – ELECTION OF DIRECTORS

    COMMITTEES OF THE BOARD OF DIRECTORS Our Board of Directors has established the following committees: the Audit and Compliance Committee; the Compensation Committee; and the Nominating and Corporate Governance Committee. The composition of each committee satisfies the independence requirements and current standards of the SEC and the rules of Nasdaq (as applicable). Current copies of the charters for each of the committees are available on our website, www.glpropinc.com, under the “Investors” section. The information on our website shall not be deemed incorporated by reference in this Proxy Statement. 2025 Committee Membership

  30. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Name | Audit and Compliance | Compensation | Nominating and Corporate Governance | | Peter M. Carlino | | | | | Michael C. Borofsky | | | | | Debra Martin Chase | | | ● | | Carol “Lili” Lynton | Chair | ● | | | Joseph W. Marshall, III | | ● | | | James B. Perry | | Chair | ● | | Barry F. Schwartz | | | Chair (1) | | Earl C. Shanks | ● | | | | E. Scott Urdang | ● | | Chair (2) | | Number of Committee Meetings Held in 2025 | 5 | 6 | 3 |

  31. PROPOSAL 1 – ELECTION OF DIRECTORS

    | (1) Barry F. Schwartz retired from the Company’s Board effective June 12, 2025. |

  32. PROPOSAL 1 – ELECTION OF DIRECTORS

    | (2) E. Scott Urdang was appointed as Chair of the Board’s Nominating and Corporate Governance Committee following Mr. Schwartz’s retirement. |

  33. PROPOSAL 1 – ELECTION OF DIRECTORS

    During 2025, the Board held 8 meetings. Each director, other than Mr. Borofsky who joined our Board in December 2025, attended 75% or more of the aggregate of all meetings held by our Board and the Board committees on which he or she served in 2025 and also attended last year’s Annual Meeting of Shareholders. Our Board of Directors generally expects its members to attend the Annual Meeting of Shareholders and we believe that all of our directors will attend this year’s Annual Meeting. Audit and Compliance Committee The duties and responsibilities of the Audit and Compliance Committee are set forth in its charter and include, among other things, the following:

  34. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | to oversee the quality and integrity of our financial statements and our accounting and financial reporting processes |

  35. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | to prepare the Audit and Compliance Committee report required by the SEC to be included in our annual proxy statement |

  36. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | to review and discuss with the management team and the independent registered public accounting firm our annual and quarterly financial statements |

  37. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | to review and discuss with the management team and the independent registered public accounting firm our earnings press releases prior to disclosure |

  38. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | to appoint, compensate and oversee our independent registered public accounting firm, and pre-approve all auditing services and non-audit services to be provided to us by our independent registered public accounting firm |

  39. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | to review the qualifications, performance and independence of our independent registered public accounting firm |

  40. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | to establish procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters |

  41. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | to discuss with the internal auditors any major issues as to the adequacy of the Company’s internal controls |

  42. PROPOSAL 1 – ELECTION OF DIRECTORS

    | 16 | 2026 Proxy Statement | Gaming and Leisure Properties, Inc. |

  43. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Proxy Summary | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | |

  44. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | to review and approve related person transactions that would be required to be disclosed in our SEC reports |

  45. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | to review the Company’s policies and guidelines to assess and manage risk, including cybersecurity risk, and to assess steps taken by the management team to mitigate exposure to risk |

  46. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | to review the Company’s Code of Business Conduct on an annual basis |

  47. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | to oversee the Company’s compliance program |

  48. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | to conduct an annual self-assessment and present the results to the Board with oversight by the Nominating and Corporate Governance Committee |

  49. PROPOSAL 1 – ELECTION OF DIRECTORS

    Our current Audit and Compliance Committee is comprised of Carol “Lili” Lynton (Chair), Earl C. Shanks, and E. Scott Urdang. Our Board of Directors has determined that each member meets the heightened independence standards for service on the Audit and Compliance Committee and satisfies the financial literacy and other requirements for “audit committee” members under applicable Nasdaq rules and that each of Ms. Lynton, Mr. Shanks, and Mr. Urdang is an “audit committee financial expert” as that term is defined in Item 407(d)(5) of Regulation S-K of the Securities Act of 1933, as amended (the “Securities Act”). The Audit and Compliance Committee has the authority to delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one or more subcommittees as the Audit and Compliance Committee may deem appropriate in its sole discretion. Compensation Committee The duties and responsibilities of the Compensation Committee are set forth in its charter and include, among other things, the following:

  50. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | to evaluate the performance and determine the compensation of our CEO and other executive officers of the Company |

  51. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | to establish, review and evaluate, and amend, as necessary, employee compensation programs and policies and procedures for executive officers and employees generally |

  52. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | to review and approve any employment contracts, severance agreements or similar arrangements between the Company and any executive officer of the Company |

  53. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | to review and discuss with the management team the relationship between the Company’s policies and practices for compensating employees, risk-taking incentives and risk management |

  54. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | to review, monitor, and make recommendations concerning incentive compensation plans |

  55. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | to oversee shareholder engagement with respect to executive compensation matters |

  56. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | to recommend the compensation of directors |

  57. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | to review and approve revisions and oversee compliance with the Company’s Policy Regarding the Mandatory Recovery of Compensation |

  58. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | to conduct an annual self-assessment and present the results to the Board with oversight by the Nominating and Corporate Governance Committee |

  59. PROPOSAL 1 – ELECTION OF DIRECTORS

    During 2025, our Compensation Committee was comprised of James B. Perry (Chair), Carol “Lili” Lynton, and Joseph W. Marshall, III. Michael C. Borofsky replaced Ms. Lynton on the Compensation Committee effective March 2026. The Compensation Committee has the authority to delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one or more subcommittees as the Compensation Committee may deem appropriate in its sole discretion. Nominating and Corporate Governance Committee The duties and responsibilities of the Nominating and Corporate Governance Committee are set forth in its charter and include, among other things, the following:

  60. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | to review the structure, composition, eligibility and size of the Board of Directors and its committees, including the suitability of candidates and current directors, and make recommendations to the Board of Directors based on its review and analysis |

  61. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Gaming and Leisure Properties, Inc. | 2026 Proxy Statement | 17 |

  62. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Proxy Summary | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | |

  63. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | to identify and recommend to our Board of Directors potential candidates, including any candidates recommended by our shareholders, for election to the Board of Directors by the shareholders at annual meetings, including an annual review as to the renominations of incumbents and proposed nominees for election by the Board of Directors to fill vacancies that occur between shareholder meetings |

  64. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | to determine whether a candidate recommended for membership on the Company’s Audit and Compliance Committee is financially literate and is able to read and understand fundamental financial statements and meets the standards of “an audit committee financial expert” as defined by Nasdaq and the Securities Act |

  65. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | to oversee and review the Company’s strategies, activities, policies and communications regarding sustainability, corporate responsibility, human capital management, talent recruitment, development, retention and employee engagement and corporate culture and make recommendations to the Board regarding material guidelines, documents or policies, or any changes related thereto |

  66. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | to oversee shareholder engagement with respect to matters relating to environmental sustainability, corporate responsibility and governance |

  67. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | to review and assess succession planning |

  68. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | to conduct an annual self-assessment and oversee the annual Board and committee self-assessment process and evaluation |

  69. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | to recommend members for each committee of the Board of Directors |

  70. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | to engage third parties, if and when the Committee deems appropriate, to identify potential director nominee candidates, which shall include instructing such parties of the criteria to be considered to ensure the Committee’s commitment to maintaining an appropriate balance of tenure, diversity, skills and experience on the Company’s Board |

  71. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | to oversee the Company’s corporate governance policies |

  72. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | to evaluate and make recommendations to the Board regarding shareholder proposals |

  73. PROPOSAL 1 – ELECTION OF DIRECTORS

    Our current Nominating and Corporate Governance Committee is comprised of E. Scott Urdang (Chair), Debra Martin Chase, and James B. Perry. Former Nominating and Corporate Governance Committee Chair, Barry F. Schwartz, retired from our Board effective June 12, 2025. Mr. Urdang was subsequently appointed as Chair of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee has the authority to delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one or more subcommittees as the Nominating and Corporate Governance Committee may deem appropriate in its sole discretion. Compensation Committee Interlocks and Insider Participation No member of the Compensation Committee is or was formerly an officer or employee of the Company or has or had any relationships requiring disclosure by the Company under applicable SEC rules requiring disclosure of certain relationships and related party transactions. None of our executive officers currently serve, or in 2025 served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or our Compensation Committee. DIRECTOR COMPENSATION Our non-employee directors receive both cash and equity compensation for service on our Board of Directors. The compensation of our non-employee directors is reviewed annually by the Compensation Committee with the assistance of the Compensation Committee’s independent compensation consultant, Ferguson Partners Consulting, L.P. Our Board’s compensation program for non-employee directors is designed to meet the following objectives:

  74. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | to provide fair compensation to directors commensurate with the time commitments, responsibilities and strict gaming licensing requirements that must be maintained for service on our Board, |

  75. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | to attract and retain experienced, highly-qualified individuals to serve on our Board, and |

  76. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | to provide a compensation program that aligns the interests of directors with shareholders by providing a significant portion of annual compensation in the form of equity. |

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    | 18 | 2026 Proxy Statement | Gaming and Leisure Properties, Inc. |

  78. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Proxy Summary | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | |

  79. PROPOSAL 1 – ELECTION OF DIRECTORS

    Annual Review Process The Compensation Committee assesses the non-employee director compensation program on an annual basis. With the assistance of the independent compensation consultant, the Compensation Committee recommends to our Board the form and amount of compensation to be paid for service as a non-employee director on our Board and its committees. 2025 Director Compensation The Company paid director compensation in 2025 to each non-employee director as shown in the table below.

  80. PROPOSAL 1 – ELECTION OF DIRECTORS

    | | Schedule of Non-Employee Director Compensation for 2025 | | Annual Cash Retainer | $130,000 | | Annual Restricted Stock Award | Restricted Stock valued at $200,000 | | Committee Chair Retainer | $40,000 for the Audit and Compliance Committee | | | $30,000 for the Compensation Committee | | | $25,000 for the Nominating and Corporate Governance Committee | | | $50,000 for the Lead Independent Director | | Committee Member Retainer | $20,000 for the Audit and Compliance Committee | | | $15,000 for the Compensation Committee | | | $15,000 for the Nominating and Corporate Governance Committee |

  81. PROPOSAL 1 – ELECTION OF DIRECTORS

    The following table sets forth information on the compensation of all our non-employee directors for 2025:

  82. PROPOSAL 1 – ELECTION OF DIRECTORS

    | | 2025 Compensation(1) | | | | | Name | Fees Earned or Paid in Cash ($)(2) | Stock Awards (#)(3) | Stock Awards ($)(3) | Total Compensation ($) | | Joseph W. Marshall, III | — | 8,203 | 395,056 | 395,056 | | E. Scott Urdang | 156,250 | 4,153 | 200,008 | 356,258 | | Earl C. Shanks | 150,000 | 4,153 | 200,008 | 350,008 | | James B. Perry | 175,000 | 4,153 | 200,008 | 375,008 | | Barry F. Schwartz(4) | 64,583 | 4,153 | 200,008 | 264,591 | | Carol “Lili” Lynton | 185,000 | 4,153 | 200,008 | 385,008 | | Debra Martin Chase | 145,000 | 4,153 | 200,008 | 345,008 | | Michael Borofsky(5) | 10,833 | — | — | 10,833 |

  83. PROPOSAL 1 – ELECTION OF DIRECTORS

    | (1) There were no unvested stock awards outstanding as of December 31, 2025. |

  84. PROPOSAL 1 – ELECTION OF DIRECTORS

    | (2) Cash fees include annual board retainer and, where applicable, committee retainers. Mr. Marshall elected to receive his annual cash retainer and committee fees in the form of restricted stock in 2025. |

  85. PROPOSAL 1 – ELECTION OF DIRECTORS

    | (3) The amounts listed above are calculated based on the closing price on the day prior to grant date and vest on December 1st of the year of the grant, with the exception of Mr. Schwartz whose shares vested in June 2025 in conjunction with his retirement from the Board of Directors, as noted below. |

  86. PROPOSAL 1 – ELECTION OF DIRECTORS

    | (4) Mr. Schwartz retired from the Board of Directors effective June 12, 2025. |

  87. PROPOSAL 1 – ELECTION OF DIRECTORS

    | (5) Mr. Borofsky was appointed to the Board of Directors on December 4, 2025. Fees referenced above were prorated for service provided during 2025. |

  88. PROPOSAL 1 – ELECTION OF DIRECTORS

    Director Stock Ownership Guidelines Our Board of Directors believes that it is important for non-employee directors to have a financial stake in the Company such that their interests are more closely aligned with those of our shareholders. Accordingly, the Board has established stock ownership guidelines for our non-employee directors. Each non-employee director is expected to acquire, and continue to hold during the term of his or her service on the Board, equity with a value equal to five times the annual cash retainer. The deadline to satisfy these guidelines is the fifth anniversary of the applicable non-employee director’s appointment or election. As of December 31, 2025, all

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    | Gaming and Leisure Properties, Inc. | 2026 Proxy Statement | 19 |

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    | Proxy Summary | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | |

  91. PROPOSAL 1 – ELECTION OF DIRECTORS

    of our directors, with the exception of Ms. Chase and Mr. Borofsky, were in compliance with the ownership guidelines. Ms. Chase has until April 22, 2029 to achieve compliance. Mr. Borofsky has until December 4, 2030 to achieve compliance. COMMUNICATIONS WITH THE BOARD OF DIRECTORS The Board of Directors believes it is important for shareholders and others to have a process to send communications to the Board. Shareholders who wish to communicate with directors should do so by writing to Gaming and Leisure Properties, Inc., 845 Berkshire Blvd., Suite 200, Wyomissing, PA 19610, Attention: Secretary. The Secretary of the Company reviews all such correspondence and forwards to the Board of Directors a summary of all such correspondence and copies of all correspondence that, in the opinion of the Secretary, deals with the functions of the Board of Directors or its committees or that he otherwise determines requires their attention. Directors may at any time review a log of all correspondence received by the Company that is addressed to members of the Board of Directors and request copies of any such correspondence. Concerns relating to accounting, internal controls or auditing matters will be brought to the attention of the Company’s Audit and Compliance Committee. DIRECTOR NOMINATION PROCESS Minimum Qualifications of Directors The Nominating and Corporate Governance Committee is responsible for evaluating and recommending eligible candidates for membership on our Board of Directors, including director nominees suggested by, among others, other Board members, the management team and shareholders. The Nominating and Corporate Governance Committee is also responsible for examining the composition of the Board of Directors to ensure that the current and anticipated future needs of the Board and the Company are being met. Our Nominating and Corporate Governance Committee may also retain professional search firms to identify candidates. The Nominating and Corporate Governance Committee seeks to identify, as candidates for director, persons with gaming and/or real estate industry knowledge, senior management experience, diversity of views, skill sets, backgrounds and demographics, analytical ability, business acumen, strength of character, integrity, and mature judgment. The Nominating and Corporate Governance Committee’s focus on diversity is evidenced by its commitment to include qualified candidates who identify as women and minorities in board candidate searches, including any searches conducted by third-party consultants. The Nominating and Corporate Governance Committee will also consider the following (among other considerations set forth in the Company’s Corporate Governance Guidelines):

  92. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | a candidate’s background and skills, including financial literacy, independence, and the contribution he or she would make in connection with developing and furthering the Company’s business strategy |

  93. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | a candidate’s ability to meet the suitability requirements of all applicable regulatory authorities |

  94. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | a candidate’s ability to represent the interests of the shareholders |

  95. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | a candidate’s ability to work constructively with the Company’s management team and other directors |

  96. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | a candidate’s availability, including the number of other boards on which the candidate serves, and his or her ability to dedicate sufficient time and energy to his or her board duties |

  97. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | changes to a candidate’s affiliations that could create potential conflicts of interest or result in the candidate not being able to serve in a manner that is consistent with the Company’s policies and/or values |

  98. PROPOSAL 1 – ELECTION OF DIRECTORS

    The Nominating and Corporate Governance Committee Charter and the Corporate Governance Guidelines are made available on the “Investors” section of our website, www.glpropinc.com. The information on our website shall not be deemed incorporated by reference in this Proxy Statement. Holistic Approach to Board Composition The Board of Directors is focused on ensuring that it is composed of individuals with an appropriate balance of diverse backgrounds, experiences, skill sets, perspectives, demographics (including gender, race, ethnicity and age), tenure, analytical ability and viewpoints. The Board confirms that the Company’s policy of non-discrimination applies in the selection of its directors. The Board believes that Board diversity is critical to thoroughly assess risk, anticipate challenges and scrutinize the complex and dynamic issues that impact the Company and its industry, its shareholders, stakeholders and the broader society. The current Nominating and Corporate Governance Committee Charter outlines the characteristics and qualifications sought by the Nominating and Corporate Governance Committee when considering potential director candidates. The Nominating and Corporate Governance Committee’s view on the topic of diversity is multifaceted and aligned with our Board of Directors. Creating a board of diverse, but also complementary, individuals requires the Nominating and Corporate Governance

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    | 20 | 2026 Proxy Statement | Gaming and Leisure Properties, Inc. |

  100. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Proxy Summary | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | |

  101. PROPOSAL 1 – ELECTION OF DIRECTORS

    Committee to balance each factor through a holistic approach. Such an approach enables the Nominating and Corporate Governance Committee to identify and recommend, for the selection by a majority of the Board, the best director candidates. Shareholder Nominations of Directors and Other Business Shareholders who (a) are not “Unsuitable Persons,” as that term is defined in our charter, (b) have beneficially owned at least 1% of the Company’s common stock for a continuous period of not less than 12 months before making such recommendation and (c) are entitled to vote at the Annual Meeting, may submit director nominations and proposals for other business for consideration by the Board of Directors and the Nominating and Corporate Governance Committee, as applicable, to be raised from the “floor” at our Annual Meeting, provided that such recommendations comply with the notice requirements under the Company’s Second Amended and Restated Bylaws and are timely received by the Secretary of the Company. To be timely, a shareholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Company not less than 120 days and not more than 150 days prior to the anniversary date of the immediately preceding annual meeting of shareholders. The Company’s Second Amended and Restated Bylaws were amended in December 2023 to reflect certain procedural requirements related to proxy access and the SEC’s “universal proxy” rules, as well as certain technical, conforming and clarifying changes in connection therewith, which are reflected below. The requirements set forth in this section do not relate to shareholder proposals intended to be included in our Proxy Statement and submitted pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Advance Notice Provisions and Universal Proxy Rules With respect to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the recommendation for nomination or proposal is made, all notices must include the following information as further outlined in our Second Amended and Restated Bylaws and must comply with all applicable requirements under Rule 14a-19 under the Exchange Act:

  102. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | the name and address of such shareholder, as they appear on the Company’s records, the telephone number of such shareholder, and the name, address and telephone number of such beneficial owner, if any |

  103. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | a statement or SEC filing from the record holder of the shares, derivative instruments or other interests verifying the holdings of the beneficial owner and indicating the length of time the shares, derivative instruments or other interests have been held by such beneficial owner and any other information and representations relating to such shareholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or the election of directors in a contested election pursuant to Section 14 of the Exchange Act (or any successor provision) and the rules and regulations promulgated thereunder, including, but not limited to, voting arrangements, rights to dividends or performance related fees associated with any securities held, material legal proceedings involving the Company, its directors, officers or affiliates, and any material interest in any material contract or agreement with the Company, its affiliates or any principal competitors |

  104. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | a representation that such shareholder and beneficial owner, if any, intend to be present in person at the meeting |

  105. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | a representation that such shareholder and such beneficial owner, if any, intend to continue to hold the reported shares, derivative instruments or other interests through the date of the Company’s next annual meeting of shareholders |

  106. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | a (a) signed directors’ and officers’ questionnaire, (b) multi-jurisdictional personal history disclosure form, representations, agreement and consent to provide additional information and to submit to a background check prepared with respect to and signed by such shareholder and beneficial owner, and (c) such additional information, certificates, documents, instruments, agreements and consents as may be deemed useful to the Board of Directors to evaluate whether such shareholder or beneficial owner is an Unsuitable Person (as set forth in the Company’s charter) |

  107. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | a representation as to whether the shareholder, proposed nominee or any Shareholder Associated Person intends to engage in a solicitation in support of director nominees other than the Board’s nominees in accordance with Rule 14a-19 promulgated under the Exchange Act (and if so, (a) including a statement that any such person intends to solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors in support of director nominees other than the Board’s nominees), and, if so, (b) confirming the names of the participants (as defined in Item 4 of Schedule 14A under the Exchange Act) in the solicitation. The term “Shareholder Associated Person” means any person acting in concert with such shareholder or another Shareholder Associated Person or who is otherwise a participant (as defined in Item 4 of Schedule 14A under the Exchange Act) in the solicitation |

  108. PROPOSAL 1 – ELECTION OF DIRECTORS

    Any notice pertaining to a shareholder recommendation for nomination for election or re-election as a director, must also include the following information:

  109. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | all information and representations relating to the recommended nominee that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in an election contest, or |

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    | Gaming and Leisure Properties, Inc. | 2026 Proxy Statement | 21 |

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    | Proxy Summary | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | |

  112. PROPOSAL 1 – ELECTION OF DIRECTORS

    | is otherwise required, in each case pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director, if elected) |

  113. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | a description in reasonable detail of all direct and indirect compensation, economic interests and other material monetary agreements, arrangements and understandings during the past three years between or among such shareholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each recommended nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the shareholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the recommended nominee were a director or executive officer of such registrant |

  114. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | a description in reasonable detail of all other material relationships between the proposed nominee and the recommending shareholder and the beneficial owner, if any, including any agreements, arrangements and understandings between the recommending shareholder and the beneficial owner, if any, and the recommended nominee regarding the nomination |

  115. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | a description in reasonable detail of all relationships between the recommended nominee and any of the Company’s competitors, customers, suppliers, labor unions (if applicable) and any other persons with special interests regarding the Company |

  116. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | a (a) signed directors’ and officers’ questionnaire, (b) multi-jurisdictional personal history disclosure form, representations, agreement and consent to provide additional information and to submit to a background check prepared with respect to and signed by the recommended nominee, and (c) such additional information, documents, instruments, agreements and consents as may be deemed useful to the Board of Directors to evaluate whether such nominee is an Unsuitable Person |

  117. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | the written representation and agreement (in the form provided by the Secretary upon written request) of the recommended nominee that he or she (a) is not and will not become a party to a voting commitment that has not been disclosed to the Company or that could limit or interfere with such person’s ability to comply, if elected as a director of the Company, with such person’s fiduciary duties under applicable law, (b) is not and will not become a party to any compensation arrangement with any person or entity in connection with service or action as a director that has not been disclosed, (c) in such person’s individual capacity, and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Company, and will comply with all applicable publicly disclosed corporate governance and other policies and guidelines of the Company, (d) currently intends to serve as a director for the full term for which he or she is standing for election and will notify the Company simultaneously with the notification to the shareholder of his or her actual or potential unwillingness or inability to serve as a director, and (e) does not need any permission or consent from any third party to serve as a director of the Company, if elected, that has not been obtained, including any employer or any other board or governing body on which he or she serves, attaching copies of any and all requisite permissions or consents |

  118. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | a certificate executed by the shareholder certifying that such shareholder will (a) comply with Rule 14a-19 promulgated under the Exchange Act in connection with such shareholder’s solicitation of proxies in support of any proposed nominee, (b) notify the Company as promptly as practicable of any determination by the shareholder to no longer solicit proxies for the election of any proposed nominee as a director at the meeting, and (c) furnish such other or additional information as the Company may request for the purpose of determining whether the requirements set forth in Section 7.04 of the Second Amended and Restated Bylaws have been complied with and of the evaluation of any nomination or other business described in the shareholder’s notice |

  119. PROPOSAL 1 – ELECTION OF DIRECTORS

    Any notice as to any business other than a recommendation for nomination of a director or directors that the shareholder proposes to bring before an annual meeting of shareholders must also set forth (a) a brief description of the business desired to be brought before such meeting, the reasons for conducting such business at the annual meeting of shareholders and any material interest of such shareholder and beneficial owner, if any, in such business, (b) a description in reasonable detail of all contracts, arrangements, understandings and relationships between such shareholder and beneficial owner, if any, on the one hand, and any other person or persons (including their names), on the other hand, in connection with the proposal of such business by such shareholder, and (c) the text of the proposal or business (including the text of any resolutions proposed for consideration). A shareholder proposing a nominee shall have no right to (a) nominate a number of proposed nominees that exceed the number of directors to be elected at the meeting or (b) substitute or replace any proposed nominee unless such substitute or replacement is nominated in accordance with the advance notice provisions described above and as more fully set forth in the Second Amended and Restated Bylaws (including the timely provision of all information and representations with respect to such substitute or replacement proposed nominee in accordance with the deadlines set forth in such advance notice provisions). If the Company provides notice to a shareholder that the number of proposed nominees proposed by such shareholder exceeds the number of directors to be elected at a meeting, the shareholder must provide written notice to the Company within five (5) business days stating the names of the proposed nominees that have been withdrawn so that the number of proposed nominees proposed by

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    | 22 | 2026 Proxy Statement | Gaming and Leisure Properties, Inc. |

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    | Proxy Summary | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | |

  122. PROPOSAL 1 – ELECTION OF DIRECTORS

    such shareholder no longer exceeds the number of directors to be elected at a meeting. If any individual who is nominated in accordance with the advance notice provisions becomes unwilling or unable to serve on the Board, then the nomination with respect to such individual shall no longer be valid and no votes may validly be cast for such individual. A shareholder shall also comply with all applicable requirements of state and federal law, including, without limitation, the requirements of Rule 14a-19 under the Exchange Act, with respect to the matters set forth in the advance notice provisions. Without limiting the generality of the foregoing, and in addition to the other requirements in the Second Amended and Restated Bylaws, unless otherwise required by law, if any shareholder, proposed nominee or shareholder associated person provides notice pursuant to Rule 14a-19(b) under the Exchange Act or includes the information and certification required by Rule 14a-19 under the Exchange Act or any other rules and regulations thereunder and subsequently fails to comply with the requirements of Rule 14a-19(a)(2) and Rule 14a-19(a)(3) under the Exchange Act, then the Company shall disregard any proxies or votes solicited for the proposed nominees. Upon request by the Company, if a shareholder or shareholder associated person provides notice pursuant to Rule 14a-19(b) under the Exchange Act, such shareholder or shareholder associated person shall deliver to the Company, no later than five (5) business days prior to the applicable meeting of shareholders, reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) under the Exchange Act. Proxy Access The Company’s Second Amended and Restated Bylaws also permit a shareholder (or a group of up to twenty (20) shareholders) owning 3% or more of the Company’s outstanding common stock continuously for at least three years to nominate director candidates constituting up to the greater of, subject to certain exceptions set forth in the Second Amended and Restated Bylaws, two or 20% of the number of directors in office as of the last day on which a notice may be delivered, for inclusion in the Company’s proxy materials for election at any annual meeting of the shareholders, provided that such nominations comply with the notice requirements under the Company’s Second Amended and Restated Bylaws and are timely received by the Secretary of the Company. To be timely, a shareholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Company not less than 120 and not more than 150 days prior to the anniversary date of the immediately preceding annual meeting of shareholders. The Company shall include in its proxy statement for the annual meeting (a) the name of the proxy access shareholder nominee, (b) the information concerning the proxy access shareholder nominee and the eligible shareholder that is required to be disclosed pursuant to the Exchange Act, and the rules and regulations promulgated thereunder, and (c) if the eligible shareholder so elects, a written statement of the eligible shareholder or group, not to exceed 500 words, in support of each proxy access shareholder nominee, which must be provided at the same time as the proxy access nomination notice; provided, that the Company may omit from its proxy materials any information or supporting statement that it, in good faith, believes is untrue in any material respect (or omits a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading) or would violate any applicable law, rule, regulation, or listing standard. Additionally, proxy access provisions in the Second Amended and Restated Bylaws do not limit the Company’s ability to solicit against and include in its proxy statement its own statements relating to any proxy access shareholder nominee. With respect to the eligible shareholder giving the notice, all notices must include the following information as further outlined in the Company’s Second Amended and Restated Bylaws:

  123. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | one or more written statements from the record holder of the shares (and from each intermediary through which the shares are or have been held during the requisite three-year holding period) verifying that, as of the date the notice is delivered to or received by the Company, the eligible shareholder owns, and has owned continuously for the preceding three years, the required shares, and the eligible shareholder’s agreement to provide: (a) within five days after the record date for the meeting, written statements from the record holder and intermediaries verifying the eligible shareholder’s continuous ownership of the required shares through the record date, and (b) immediate notice if the eligible shareholder ceases to own any of the required shares prior to the date of the applicable annual meeting of shareholders |

  124. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | the eligible shareholder’s representation and agreement that the eligible shareholder (including each member of any group of shareholders that together is an eligible shareholder) intends to continue to satisfy the eligibility requirements through the date of the annual meeting |

  125. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | the written consent of each proxy access shareholder nominee to be named in the Company’s proxy statement as a nominee and serve as a director if elected, together with the information and representations that would be required to be set forth in, or accompanied with, a shareholder’s notice of a nomination pursuant to the advance notice provisions, and any additional information that may be requested by the Board pursuant to the advance notice provisions as is necessary for the Board to determine if (a) the proxy access shareholder nominee is an independent director and (b) the proxy access shareholder nominee is eligible to be found suitable or licensed or otherwise qualified by the applicable gaming and regulatory authorities for the jurisdictions in which the Company operates |

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    | Gaming and Leisure Properties, Inc. | 2026 Proxy Statement | 23 |

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    | Proxy Summary | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | |

  128. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | a copy of the Schedule 14N that has been filed with the SEC as required by Rule 14a-18 under the Exchange Act, as such rule may be amended |

  129. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | a representation that the eligible shareholder, including each member of any group of shareholders that together is an eligible shareholder, (a) acquired the required shares in the ordinary course of business and not with the intent to change or influence control at the Company, and does not presently have such intent, (b) has not nominated and will not nominate for election to the Board at the annual meeting of shareholders any person other than the proxy access shareholder nominee(s) being nominated, (c) has not engaged and will not engage in, and has not and will not be a “participant” in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the annual meeting other than its proxy access shareholder nominee or a nominee of the Board, (d) will not distribute to any shareholder any form of proxy for the annual meeting other than the form distributed by the Company, and (e) in the case of a nomination by a group of shareholders that together is an eligible shareholder, the designation by all group members of one group member that is authorized to act on behalf of all such members with respect to the nomination and matters related thereto, including any withdrawal of the nomination |

  130. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ● | an undertaking that the eligible shareholder agrees to (a) assume all liability stemming from any legal or regulatory violation arising out of the eligible shareholder’s communications with the shareholders of the Company or out of the information that the eligible shareholder provided to the Company, (b) indemnify and hold harmless the Company and each of its directors, officers and employees individually against any liability, loss or damages in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the Company or any of its directors, officers or employees arising out of any nomination, solicitation or other activity by the eligible shareholder in connection with its efforts to elect the proxy access shareholder nominee, (c) comply with all other laws and regulations applicable to any solicitation in connection with the annual meeting, and (d) provide to the Company prior to the annual meeting such additional information as deemed necessary by the Company to comply with the foregoing |

  131. PROPOSAL 1 – ELECTION OF DIRECTORS

    The Company shall not be required to include any proxy access shareholder nominees in its proxy materials for any meeting of shareholders (a) for which the Secretary of the Company receives a notice that a shareholder has nominated a person for election to the board of directors pursuant to the advance notice provisions and such shareholder does not expressly elect at the time of providing the notice to have its nominee included in the Company’s proxy materials pursuant to the proxy access notice provisions, (b) if the eligible shareholder who has nominated such proxy access shareholder nominee (or any member of any group of shareholders that together is such eligible shareholder) has engaged in or is currently engaged in, or has been or is a “participant” in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the meeting other than its proxy access shareholder nominee(s) or a nominee of the board of directors, (c) if another person is engaging in a “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the applicable annual meeting of shareholders other than a nominee of the Board, (d) who is not an independent director, as determined by the Board, (e) whose election as a member of the Board would cause the Company to be in violation of the Second Amended and Restated Bylaws, the Amended and Restated Articles of Incorporation, the listing standards of the principal exchange upon which the Company’s capital stock is traded, or any applicable law, rule or regulation, (f) who is or has been, within the past three years, an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914, (g) who is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) or has been convicted in such a criminal proceeding within the past ten (10) years, (h) who is subject to any order of the type specified in Rule 506(d) of Regulation D promulgated under the Securities Act, (i) who is an Unsuitable Person or is otherwise barred or suspended by the applicable gaming and regulatory authorities for the jurisdictions in which the Company operates, (j) if such proxy access shareholder nominee or the applicable eligible shareholder shall have provided information to the Company in respect to such nomination that was untrue in any material respect or omitted to state a material fact necessary in order to make the statement made, in light of the circumstances under which it was made, not misleading, as determined by the board of directors, or (k) if the eligible shareholder or applicable proxy access shareholder nominee otherwise contravenes any of the agreements or representations made by such eligible shareholder or proxy access shareholder nominee or fails to comply with its obligations pursuant to the proxy access provisions. The Board or the person presiding at the annual meeting of shareholders shall declare a nomination by an eligible shareholder to be invalid, and such nomination shall be disregarded notwithstanding that proxies in respect of such vote may have been received by the Company, if (a) the information provided pursuant to the proxy access provisions to the Company by such individual or by the eligible shareholder (or any member of any group of shareholders that together is such eligible shareholder) who nominated such individual was untrue in any material respect or omitted to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, (b) such individual, or the eligible shareholder (or any member of any group of shareholders that together is such eligible shareholder) who nominated such individual, shall have breached or failed to comply with its agreements, representations undertakings and/or obligations pursuant to the Second Amended and Restated Bylaws, or (c) the eligible shareholder (or a qualified representative thereof) does not appear at the meeting to present any nomination pursuant to the proxy access provisions.

  132. PROPOSAL 1 – ELECTION OF DIRECTORS

    | 24 | 2026 Proxy Statement | Gaming and Leisure Properties, Inc. |

  133. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Proxy Summary | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | |

  134. PROPOSAL 1 – ELECTION OF DIRECTORS

    The eligible shareholder (including any person who owns shares of capital stock of the Company that constitute part of the eligible shareholder’s ownership) shall file with the SEC any solicitation or other communication with the Company’s shareholders relating to the meeting at which the proxy access shareholder nominee will be nominated, regardless of whether any such filing is required under Regulation 14A of the Exchange Act or whether any exemption from filing is available for such solicitation or other communication under Regulation 14A of the Exchange Act.

  135. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Gaming and Leisure Properties, Inc. | 2026 Proxy Statement | 25 |

  136. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Proxy Summary | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | |

  137. Compensation Discussion and Analysis

    | All Other Compensation Table | 46 | | Pay vs Performance Table | 47 | | Compensation Actually Paid (CAP) vs. Cumulative TSR | 49 | | Compensation Actually Paid (CAP) vs. Net Income | 49 | | Compensation Actually Paid (CAP) vs. AFFO Per Diluted Share | 50 | | 2025 Grants of Plan-Based Awards | 51 | | Outstanding 2025 Restricted Stock Awards at Fiscal Year-End | 52 | | 2025 Restricted Stock Awards Vested | 53 | | 2025 Nonqualified Deferred Compensation | 53 | | Potential Payments Upon Termination or Change-in-Control | 55 | | CEO Pay Ratio | 56 |

  138. Compensation Discussion and Analysis

    | Compensation Factor | Performance Objectives | Performance Link | | Annual Cash Bonus | ● Tied to the achievement of annual financial objectives and the achievement of our annual business plan ● Aligned with annual and short-term objectives rather than stock price performance which is captured in our equity awards | ● AFFO per share ● Dividend Growth ● Execution of Strategic Priorities ● Individual Performance | | Service-Based Equity Awards | ● Value of shares granted is determined by our stock price ● Continued alignment with our shareholders over the vesting period | ● Stock Price | | Performance- Based-Equity Awards | ● Measures long-term value creation and evaluates our performance relative to a defined peer group ● Largest component of compensation that is fully at-risk of forfeiture if performance objectives are not achieved | ● Relative TSR ● Stock Price | | Total Realized Compensation | ● Reviewed by the Compensation Committee to understand the true value of compensation earned by our NEOs | ● Cumulation of all performance criteria for a given year |

  139. Compensation Discussion and Analysis

    | | | | 2025 payout reflects our strong financial performance including AFFO growth 3.9% and dividend growth of 2.6% | 3YR TSR performance ending on December 31, 2025 resulted in a significant decrease in the shares earned vs. the prior two cycles when our TSR significantly outperformed the market | | | | | Fixed share grants tie NEO grant-date equity values directly to our stock price and resulted in a $1.2 million reduction in target LTI value | Our pay-for-performance alignment is demonstrated through our CEO’s realized compensation, which has resulted in an approximate $7.8 million reduction since 2023 due to lower funding under our incentive programs |

  140. Compensation Discussion and Analysis

    | (1) CEO realized compensation includes base salary and annual bonus, the year-end value of service-based equity granted on January 1, and the value of performance-based equity earned for each completed three-year period ending December 31, multiplied by the December 31 stock price. |

  141. Compensation Discussion and Analysis

    | — | 90% of cash bonus tied to pre-established performance goals |

  142. Compensation Discussion and Analysis

    | — | 80% of maximum equity awards require the achievement of long-term TSR hurdles over a three-year performance period |

  143. Compensation Discussion and Analysis

    | ● | Rigorous performance goals for both our annual performance cash bonus program and performance-based equity awards: |

  144. Compensation Discussion and Analysis

    | — | Maximum payout under the cash bonus program requires out-performance across multiple metrics |

  145. Compensation Discussion and Analysis

    | — | Maximum payout for the performance-based equity awards requires top quartile relative TSR performance over a three-year period |

  146. Compensation Discussion and Analysis

    | — | Performance-based equity award payout capped at target if absolute TSR is negative over the performance period |

  147. Compensation Discussion and Analysis

    | (1) Service-Based Equity Award(s) compensation includes the value of the long-term equity awards subject to continued employment. |

  148. Compensation Discussion and Analysis

    | (2) “At-Risk and Performance-Based” compensation includes the target annual performance cash awards and the target value of long-term performance-based equity awards. |

  149. Compensation Discussion and Analysis

    | ● | In lieu of employment agreements, we adopted the Executive Change in Control and Severance Plan in 2019 to provide members of the Company’s executive management team with compensation and benefits in the event of certain termination events. |

  150. Compensation Discussion and Analysis

    | ● | Double trigger vesting acceleration of incentive equity awards upon a change of control |

  151. Compensation Discussion and Analysis

    | ● | utilize rigorous performance-based metrics aligned with key strategic objectives that support long-term shareholder value |

  152. Consistent Support for our Say-on-Pay Proposal

    | ● | the compensation packages, structure and performance goals of our REIT peers, supplemented with gaming companies with whom we compete for talent and assets |

  153. Consistent Support for our Say-on-Pay Proposal

    | ● | the dividend payout for the previous fiscal year and projected dividends for the current year |

  154. Consistent Support for our Say-on-Pay Proposal

    | ● | the performance of previous performance-based equity incentive awards |

  155. Consistent Support for our Say-on-Pay Proposal

    Executive Compensation Peer Group Each year, the Committee reviews the executive compensation peer group to ensure the appropriateness of each peer company, as well as the peer group in totality, based on the following:

  156. Consistent Support for our Say-on-Pay Proposal

    | GLPI Business Factors Used to Assess Peer Group Selection | | Focusing exclusively on the acquisition and development of gaming assets | | Acquiring gaming assets from taxable corporations includes complex tax, accounting, legal and regulatory issues | | Requiring executives that possess knowledge and expertise in both real estate and gaming operations to balance our strategic initiatives with our structure | | Competing for talent and assets with not only REITs, but with companies in the highly competitive gaming industry |

  157. Consistent Support for our Say-on-Pay Proposal

    | (1) Welltower, Inc. was removed from the peer group, and Ventas, Inc. was identified as a suitable addition to the peer group based on the selection criteria above. |

  158. Consistent Support for our Say-on-Pay Proposal

    | ● | The peer group is over-weighted towards net lease REITs (represents two-thirds of the peer group) |

  159. Consistent Support for our Say-on-Pay Proposal

    | ● | Our implied equity market capitalization and total enterprise value were above the median of the peer group |

  160. Consistent Support for our Say-on-Pay Proposal

    compensation, we believe it is important to understand the competitive landscape to effectively assess each executive officer’s total compensation opportunity, pay mix and our governance practices. We strive to ensure that our compensation program and opportunities remain equitable and competitive, while also considering other factors such as overall market trends, shareholder feedback, internal equity and Company performance. Risk Assessment In establishing and reviewing our executive compensation program, we consider, among other things, whether the program properly motivates our executives to focus on the creation of shareholder value without encouraging unnecessary or excessive risk taking. To this end, the Committee carefully reviews the principal components of executive compensation. Base salaries are reviewed annually. Annual incentive pay is focused on the achievement of certain specific overall financial performance goals and is determined using multiple criteria with established maximum payouts. The other major component of our executive officers’ compensation comprises long-term incentives provided through equity awards which we believe is important to help further align our executives’ interests with those of our shareholders and other stakeholders. The Committee believes that these cash and incentive awards, especially when combined with the stock ownership requirements and compensation clawback policy described in this Proxy Statement under the heading Other Compensation Policies, appropriately balance risk, payment for performance and alignment of executive compensation with the interests of shareholders and other stakeholders without encouraging unnecessary or excessive risk taking. Overview of 2025 Compensation Elements of Compensation The 2025 compensation program was heavily weighted toward performance-based compensation utilizing several different performance metrics. The mix of cash versus equity-based incentive awards, fixed versus variable compensation, and service-based vesting versus performance-based vesting of equity incentive awards was designed to ensure that management was, and remained, appropriately incentivized across a number of different business and economic environments. In addition, our program included both internal performance measures as well as external performance metrics to ensure that our executives were focused on the Company’s goals as well as its position in the market. The following is an outline of the key elements (with a summary of each element provided below):

  161. Consistent Support for our Say-on-Pay Proposal

    | Component | Description | Objective | Strategic Rationale | | Base Salary | Fixed cash compensation | Provide competitive fixed compensation considering the job responsibilities, individual performance, skills and experience | Designed to attract and retain executives with the experience and skills necessary to implement and execute the Company’s growth strategy | | Annual Performance Cash Awards | Cash compensation with 90% tied to achievement of pre-determined performance goals and 10% tied to qualitative performance | Provide variable incentives targeting specific annual goals for the year based on prior year results and specific strategic objectives | Motivates the achievement of short-term corporate objectives that are aligned with our annual budget and business plan and aligns executive and shareholder interests | | Long-Term Service-Based Equity Awards | Annual equity awards with time-based vesting equally over a three-year period | Supplement fixed compensation with long-term vesting to enhance retention and encourage long-term growth by subjecting recipients to the same market fluctuations as shareholders | Aligns executive and shareholder interests and rewards long-term stock performance | | Long-Term Performance-Based Equity Awards | Annual equity award with three-year cliff vesting based on TSR measured against the US MSCI Index and triple-net REIT peers | Provide a significant portion of total potential compensation tied to superior long-term stock performance | Aligns executive and shareholder interests and rewards long-term stock performance with no payout for under-performance and capped payouts during periods of negative absolute TSR |

  162. Consistent Support for our Say-on-Pay Proposal

    Base Salary The base salaries of our executives are designed to compensate them for services rendered during the fiscal year and, consistent with our pay for performance philosophy, executives receive a significant portion of their overall targeted compensation in a form other than a fixed base salary. Although the Company does not generally benchmark against any particular percentile of base salaries of comparable executives within the Company’s peer group, we set salaries that are competitive with our peers so that the Company can attract and retain high-performing executives, including certain executives with experience in the gaming industry. In addition, we recognize that it is critical that executives have the experience necessary to identify and resolve the complex tax, accounting, legal and regulatory issues inherent in the type of transactions engaged in by the Company. Base salaries are then further adjusted for certain qualitative factors, including: specific position duties and responsibilities; tenure with the Company; individual contributions; value to the Company; and the overall reasonableness of an executive’s compensation. Set forth below are the base salaries for each of the NEOs in effect as of the end of fiscal year 2025, which included a (i) $75,000 market-based increase in base salary for Ms. Burke and (ii) $30,000 market-based increase in base salary for Mr. Ladany.

  163. Consistent Support for our Say-on-Pay Proposal

    Annual Performance Cash Awards For 2025, the Committee adopted an annual cash bonus program designed to motivate the executive officers and other members of the management team to achieve certain Company growth objectives and near-term strategic priorities. These goals are critical to our long-term success and are designed to be challenging and rigorous to ensure that we remain focused on sustained growth and our overall business strategy. Additionally, the Committee considered best practices and governance standards in designing our cash bonus program. The annual cash bonus program has historically been based on the achievement of a number of specific performance criteria focused on the Company’s annual strategic goals and business plan, including specific AFFO and dividend targets. The performance assessment for 2025 was based on the following structure:

  164. Consistent Support for our Say-on-Pay Proposal

    | ● | 2025 AFFO Growth Hurdles: To earn any payout under the 2025 AFFO growth metric, our earnings must be equal to or above the prior year’s results. |

  165. Consistent Support for our Say-on-Pay Proposal

    | Executive | Actual Bonus Percent of Base Salary | Actual Payment | | Chairman and Chief Executive Officer | 171% | $3,089,466 | | President, Chief Operating Officer and Secretary | 171% | $1,110,417 | | Chief Financial Officer and Treasurer | 128% | $768,750 | | Senior Vice President and Chief Development Officer | 128% | $589,375 |

  166. Consistent Support for our Say-on-Pay Proposal

    Long-Term Performance-Based Equity Awards While the annual cash bonus program was designed to incentivize the Company’s management team to achieve specific near-term internal Company goals, the long-term performance equity award program was designed to focus the management team on the Company’s long-term performance in relation to the broader REIT indices. We believe that having a majority of compensation structured as equity compensation motivates executives to increase the long-term value of the Company by aligning a significant portion of their total compensation with the interests of the Company’s shareholders. We also believe that equity compensation is a critical tool in attracting and retaining executives with the type of entrepreneurial spirit that has been and will continue to be integral to the Company’s success. In 2025, the Committee provided executive officers with the opportunity to elect to receive annual long-term based equity awards (performance-based and/or service-based) in the form of a class of units of limited partnership interest in our operating partnership, GLP Capital, L.P. (“LTIP Units”). For a description of the LTIP Units, see Tax Considerations below. Long-term performance-based awards have three-year cliff vesting with the number of restricted shares or LTIP Units vested at the end of the three-year period determined based on the Company’s performance during such period measured against its peers. More specifically, the percentage of shares or units vesting at the end of the measurement period is based on the Company’s three-year TSR ranking among the three-year return of the companies included in (1) the MSCI US REIT index, and (2) a triple-net REIT group(1) that includes publicly-traded REITs with revenues primarily derived from triple-net leases. The performance hurdles and levels of opportunity for performance-based restricted stock and LTIP Unit awards granted in 2025 are set forth below. The awards provide for linear vesting in between achievement levels with vesting capped at target if TSR over the three-year performance period is negative.

  167. Consistent Support for our Say-on-Pay Proposal

    | Level | Relative TSR Hurdles (%) | Payout Percentage | | Below Threshold | < 25th percentile | 0% | | Threshold | 25th percentile | 50% | | Target | 50th percentile | 100% | | Maximum | 75th percentile | 200% |

  168. Consistent Support for our Say-on-Pay Proposal

    | Executive | Target Performance-Based Equity Awards(1) | | Chairman and Chief Executive Officer | 110,000 | | President, Chief Operating Officer and Secretary | 52,000 | | Chief Financial Officer and Treasurer | 36,000 | | Senior Vice President and Chief Development Officer | 30,000 |

  169. Consistent Support for our Say-on-Pay Proposal

    | (1) The target number of performance-based equity awards is split equally between awards based on the MSCI REIT Index and the net lease REIT group. |

  170. Consistent Support for our Say-on-Pay Proposal

    The performance awards granted in January 2023 were each earned as of December 31, 2025 with (i) 38.2% of the maximum payout as a result of the Company’s relative TSR ranking compared to the MSCI US REIT index and (ii) 40.9% of the maximum payout as a result of the Company’s relative TSR ranking compared to the net lease REIT group, each for the measurement period. The following table shows the status of the performance awards granted in each of 2023 through 2025:

  171. Consistent Support for our Say-on-Pay Proposal

    | Program | Performance Period | Performance Metric | Actual Performance | Status as of 12/31/25 | | 2025 Performance Awards | January 2025-December 2027 | Relative TSR vs. MSCI US REIT Index and Select Triple-Net Lease REITs | Matures 12/31/2027 | ● vs. MSCI US REIT Index: Tracking 60.3% ● vs. Select Triple-Net Lease REITs: Tracking 27.2% ● Absolute TSR: MSCI US REIT index payout reduced to target. | | 2024 Performance Awards | January 2024-December 2026 | Relative TSR vs. MSCI US REIT Index and Select Triple-Net Lease REITs | Matures 12/31/2026 | ● vs. MSCI US REIT Index: Tracking 42.9% ● vs. Select Triple-Net Lease REITs: Tracking 36.3% ● Absolute TSR: No payout reduction | | 2023 Performance Awards | January 2023-December 2025 | Relative TSR vs. MSCI US REIT Index and Select Triple-Net Lease REITs | ● vs. MSCI US REIT Index: above 25th percentile ● vs. Select Triple-Net Lease REITs: above 25th percentile ● Absolute TSR: 4.1% | ● vs. MSCI US REIT Index: 38.2% ● vs. Select Triple-Net Lease REITs: 40.9% ● Absolute TSR: No payout reduction |

  172. Consistent Support for our Say-on-Pay Proposal

    We believe that this long-term performance-based equity incentive program complements the annual cash incentive program by providing the appropriate balance between performance-based cash and performance-based equity awards. Long-Term Service-Based Equity Awards In addition to the long-term performance-based equity awards, we also grant service-based awards with long-term vesting that serve as a critical retention tool and are directly correlated with the Company’s share price performance. Awards vest at a rate of 33.33% per year and are generally subject to continued employment. Our service-based equity awards are granted as a set number of shares per year. This further aligns our executive officers with our shareholders as the value of their equity awards can only increase (or decrease) with any changes in share price year-over-year and subjects them to the same market fluctuations as our shareholders.

  173. Consistent Support for our Say-on-Pay Proposal

    Policies Relating to Grant of Certain Equity Awards We do not have a practice of granting stock options, and therefore, do not have a policy relating to the timing of the grant of options awards. With respect to equity-based awards, we generally grant restricted stock and other full-value awards, and the grant date of such awards is typically the first trading day of the fiscal year. Overview of 2026 Compensation Program Following a review of peer group market data and taking into consideration the Company’s one and three-year TSR as of December 31, 2025, the Committee determined that no changes to the Company’s compensation program were warranted for 2026. Deferred Compensation The Company does not maintain any defined benefit pension programs for its executives. The Company maintains an elective non-qualified deferred compensation plan for executives. Pursuant to such plan, the Company’s contributions are equal to 50% of the participant’s deferral for the first 10% of the salary and/or bonus deferred, subject to a maximum annual Company contribution equal to 5% of the participant’s salary and/or bonus. All amounts credited to an executive’s account are notionally invested, as directed by the executive, in commonly available mutual funds, and the Company does not guarantee any minimum returns. The deferred compensation plan is unfunded and benefits are paid from the Company’s general assets. However, the Company currently contributes funds into a grantor trust on a monthly basis in respect of these deferred compensation obligations. The Company generally sets aside separately the amounts deferred by the executives and the matching contributions thereon and, to protect against excess liabilities, invests such amounts in the mutual funds selected by each executive. The deferred compensation program is described in more detail under the heading Gaming and Leisure Properties Inc. Deferred Compensation Plan of this Proxy Statement. Benefits and Perquisites We believe that executives should be offered customary benefits and perquisites that are reasonable relative to the benefits provided to all employees, are consistent with competitive practices among the Company’s peer group and, in certain circumstances, may address a particular reasonable issue or concern of an executive. The standard benefits offered to all of the Company’s employees include medical, dental and vision insurance, group life insurance, short and long-term disability and a 401(k) plan with certain contributions funded by the Company. Consistent with the objectives described above, the Company has historically provided certain executive officers with additional supplemental benefits and perquisites, including in limited instances, use of the Company’s private aircraft where individual circumstances merit. The description and value of such supplemental benefits and perquisites in 2025 can be found on the All Other Compensation Table of this Proxy Statement. Employment Agreements and Severance Plan We currently have no employment agreements in place with any of our executives. However, on January 29, 2019, the Compensation Committee of the Board adopted the Executive Change in Control and Severance Plan (the “CiC and Severance Plan”). The purpose of the CiC and Severance Plan is to provide certain of the Company’s management team designated by the Compensation Committee (the “Covered Executives”) with compensation and benefits in the event of a termination of employment by the Company without Cause or resignation by the employee for Good Reason or termination of employment due to death or Disability (as such terms and other defined terms used below are defined in the CiC and Severance Plan). Each of our NEOs is eligible to participate in the CiC and Severance Plan. Under the CiC and Severance Plan, in the event that a Covered Executive’s employment is terminated (i) by the Company for any reason other than for Cause, death, or Disability, or (ii) by the Covered Executive for Good Reason (each such event, a “Qualified

  174. Consistent Support for our Say-on-Pay Proposal

    Tax Considerations LTIP Units LTIP Units are similar to common units in our operating partnership, which generally are economically equivalent to shares of our common stock, except that the LTIP Units are structured as “profits interests” for U.S. federal income tax purposes under current federal income tax law. As profits interests, LTIP Units generally only have value, other than with respect to the right to receive distributions, if the value of the assets of our operating partnership increases between the issuance of LTIP Units and the date of a book-up event for partnership tax purposes. If the value of the assets of our operating partnership increases sufficiently, the LTIP Units can achieve full parity with common units in our operating partnership. If such parity is achieved, LTIP Units may be converted, subject to the satisfaction of applicable vesting conditions, on a one-for-one basis into common units, which in turn are redeemable by the holder for cash or, at our election, on a one-for-one basis into shares of our common stock. Service-based LTIP units, whether vested or unvested, entitle the holder to receive distributions per unit from our operating partnership that are equivalent to the dividends paid per share on our common stock. Performance-based LTIP Units are entitled to accumulated distributions that are only payable to the extent any performance-based LTIP Units are actually earned at the end of the performance period. For tax purposes only, the performance-based LTIP Units are entitled to a partial 10% distribution during the performance period. LTIP Units are intended to offer executives substantially the same long-term incentive as shares of restricted stock, with more favorable U.S. federal income tax treatment available for “profits interests” under current federal income tax law. More specifically, one key disadvantage of restricted stock is that executives are generally taxed on the full market value of a grant at the time of vesting, even if they choose to hold the stock. Conversely, under current federal income tax law, an executive would generally not be subject to tax at the time of issuance or vesting of an LTIP Unit but only when he or she chooses to liquidate his or her LTIP Units. Therefore, an executive who wishes to hold his or her equity awards for the long term can generally do so in a more tax-efficient manner with LTIP Units. In light of the trade-offs between increased tax efficiency and incremental economic risk relating to the structure of the LTIP Units as profits interests due to their only having value upon a book-up event as described above as compared to restricted stock, we have chosen to use LTIP Units as long-term equity incentive awards for our NEOs. We believe that the use of LTIP Units has (i) enhanced our equity-based compensation package overall, (ii) advanced the goal of promoting long-term equity ownership by executives, (iii) not adversely impacted dilution as compared to restricted stock, and (iv) further aligned the interests of our executives with the interests of our shareholders. We also believe that these benefits outweigh the loss of the U.S. federal income tax business-expense deduction from the issuance of LTIP Units, as compared to restricted stock.

  175. Compensation Committee

    The Terms below are defined for use within the subsequent tables. Restricted Stock Awards – Inclusive of Grants of Service-Based Equity Awards, Service-Based LTIP Units, Performance-Based Equity Awards or Performance-Based LTIP Units (“Awards”) Service-Based Awards – Restricted Stock Awards that vest based upon time served at the Company Performance-Based Awards – Restricted Stock Awards that vest based upon the Company’s performance as compared to that of either the MSCI index or the NNN index Summary Compensation Table The following table sets forth information concerning the compensation earned during the fiscal years ended December 31, 2025, 2024 and 2023 by the Company’s NEOs:

  176. Compensation Committee

    | Name and Principal Position | Year | Salary ($) | Service-Based Awards ($)(1) | Performance- Based Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Peter M. Carlino Chairman and Chief Executive Officer | 2025 | 1,808,468 | 2,648,800 | 5,952,100 | 3,089,466 | 556,084 | 14,054,918 | | | 2024 | 1,808,468 | 2,714,250 | 6,320,600 | 3,164,819 | 845,077 | 14,853,214 | | | 2023 | 1,808,468 | 2,864,950 | 7,110,400 | 3,616,934 | 546,915 | 15,947,667 | | Brandon J. Moore President, Chief Operating Officer, and Secretary | 2025 | 650,000 | 1,252,160 | 2,864,160 | 1,110,417 | 86,750 | 5,963,487 | | | 2024 | 611,538 | 1,085,700 | 2,528,240 | 875,000 | 85,927 | 5,186,405 | | | 2023 | 600,000 | 1,145,980 | 2,844,160 | 900,000 | 75,760 | 5,565,900 | | Desiree A. Burke Chief Financial Officer and Treasurer | 2025 | 600,000 | 866,880 | 1,982,880 | 768,750 | 74,953 | 4,293,463 | | | 2024 | 525,000 | 888,300 | 2,068,560 | 689,063 | 75,975 | 4,246,898 | | | 2023 | 525,000 | 937,620 | 2,327,040 | 787,500 | 66,989 | 4,644,149 | | Matthew J. Demchyk Former Senior Vice President, Chief Investment Officer | 2025 | 327,308 | 722,400 | 1,623,300 | — | 3,315,212 | 5,988,220 | | | 2024 | 430,000 | 740,250 | 1,723,800 | 564,375 | 31,023 | 3,489,448 | | | 2023 | 430,000 | 781,350 | 1,939,200 | 645,000 | 40,022 | 3,835,572 | | Steven L. Ladany Senior Vice President, Chief Development Officer | 2025 | 460,000 | 722,400 | 1,623,300 | 589,375 | 61,719 | 3,456,794 | | | 2024 | 430,000 | 740,250 | 1,723,800 | 564,375 | 64,100 | 3,522,525 | | | 2023 | 430,000 | 781,350 | 1,939,200 | 645,000 | 59,370 | 3,854,920 |

  177. Compensation Committee

    | (1) The amounts reflect the aggregate grant date fair value calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation - Stock Compensation” (“ASC 718”). The assumptions used in calculating these amounts are described in footnote 2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Included in this column are service-based awards granted each year relating to the Company’s long-term fixed equity award grant. For more information on the Company’s long-term fixed equity awards, see the Overview of 2025 Compensation section of the Compensation Discussion and Analysis included in this Proxy Statement. |

  178. Compensation Committee

    | (2) The amounts reflect the aggregate grant date fair value calculated in accordance with ASC 718. The assumptions used in calculating these amounts are described in footnote 2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Included in this column are performance-based awards granted each year, relating to the Company’s long-term performance-based equity award grant. For more information on the Company’s long-term performance-based equity awards, see the Overview of 2025 Compensation section of the Compensation Discussion and Analysis included in this Proxy Statement. The following table discloses the aggregate grant date value of the award, assuming maximum level of achievement and the stock price at the date of grant, but does not estimate dividends: |

  179. Compensation Committee

    | (3) The amounts reported each year reflect annual performance cash awards earned for each period and paid in the subsequent period. For more information on the Company’s annual performance cash awards, see the Compensation Discussion and Analysis included in this Proxy Statement. |

  180. Compensation Committee

    | (5) This column reports the Company’s payment of country club memberships for Mr. Carlino and severance benefits paid to Mr. Demchyk as part of his separation agreement. |

  181. Compensation Committee

    | Year | Summary Compensation Total for CEO (1)(2) | Compensation Actually Paid to CEO (3) | Average SCT Total for Non-CEO NEOs (1)(2) | Average Compensation Actually Paid to Non-CEO NEOs (3) | Value of Initial Fixed $100 Investment based on: | | Net Income attributable to common shareholders | AFFO per Diluted Share (5) | | | | | | | TSR (4) | Peer Group TSR (4) | | | | 2025 | 14,054,918 | 10,868,702 | 4,925,491 | 2,536,635 | 144.32 | 137.53 | 825.1 | 3.88 | | 2024 | 14,853,214 | 16,044,359 | 4,111,319 | 4,464,248 | 145.52 | 133.59 | 784.6 | 3.77 | | 2023 | 15,947,667 | 14,771,611 | 4,475,135 | 4,070,334 | 139.95 | 122.84 | 734.3 | 3.69 | | 2022 | 14,989,182 | 28,441,757 | 3,940,203 | 7,443,508 | 138.64 | 108.00 | 684.7 | 3.55 | | 2021 | 13,407,438 | 20,650,901 | 3,395,082 | 5,189,844 | 122.16 | 143.06 | 534.0 | 3.44 |

  182. Compensation Committee

    | (3) In accordance with SEC rules, the Compensation actually paid (“CAP”) reflected in this column is computed by replacing the amounts in the “Service-Based Awards” and “Performance-Based Awards” column of the SCT for each year from the “SCT Total” column of this table with the following amounts: (i) the fair value as of the last day of the reporting year of unvested awards (or portions thereof) that were granted during such year, (ii) as of the last day of the reporting year, the change in fair value of unvested awards granted in prior years that remain unvested as of the last day of such year compared to the last day of the previous reporting year, (iii) as of the applicable vesting date, the change in fair value of awards that vested during the reporting year compared to the last day of the previous reporting year, (iv) as of the applicable vesting date the fair value of awards that were granted and vested during the reporting year and, (v) the value of dividends paid in cash on performance based awards that vested during the reporting year. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our CEO or other NEOs during the applicable year. In accordance with Item 402(v) of Regulation S-K, CAP for our CEO and Average CAP for our other NEOs for the year ended December 31, 2025 was computed as follows: |

  183. Compensation Committee

    | | 2025 | | | | CEO | Other NEO Average | | SCT Total Compensation | $14,054,918 | $4,925,491 | | Minus SCT Service-Based and Performance-Based Award Value | (8,600,900) | (2,914,370) | | Plus Fair Value of Unvested Awards Granted During the Reporting Year as of Last Day of Reporting Year | 7,611,450 | 2,041,253 | | Minus Change in Fair Value of Unvested Awards Granted in Prior Years as of Last Day of Reporting Year from Last Day of Year Preceding Reporting Year | (1,608,746) | (402,187) | | Minus Change in Fair Value of Awards Vested in Reporting Year as of Vesting Date from Last Day of Year Preceding Reporting Year | (1,396,373) | (1,315,651) | | Plus Fair Value of Awards Granted During the Reporting Year that Vested During the Reporting Year | — | — | | Plus Value of Accrued Dividends Paid Upon Vesting of Awards in Reporting Year | 808,353 | 202,099 | | Total CAP | $10,868,702 | $2,536,635 |

  184. Compensation Committee

    | Significant Financial Performance Metrics | | TSR Compared to Peer Groups | | AFFO Per Diluted Share | | Dividends Per Share |

  185. Compensation Committee

    The 2025 compensation program was heavily weighted toward performance-based compensation utilizing several different performance metrics. The mix of cash versus equity-based incentive awards, fixed versus variable compensation, and service-based vesting versus performance-based vesting of equity incentive awards was designed to ensure that management was, and remained, appropriately incentivized across a number of different business and economic environments. In addition, our program included both internal performance measures as well as external performance metrics to ensure that our executives were focused on the Company’s goals as well as its position in the market. The annual cash bonus program is designed to motivate the executive officers and other members of the management team to achieve certain Company growth objectives and near-term strategic priorities. The program was based on the achievement of a number of specific performance criteria focused on the Company’s annual strategic goals and business plan, including specific AFFO and dividend targets, as well as qualitative items such as balance sheet management, acquisition targets, corporate social and governance responsibility, shareholder engagement and other strategic objectives. While the annual cash bonus program was designed to incentivize the Company’s management team to achieve specific near-term internal Company goals, the long-term performance equity award program was designed to focus management on the Company’s long-term performance in relation to the broader REIT indices. We believe that having a majority of compensation structured as equity compensation motivates executives to increase the long-term value of the Company by aligning a significant portion of their total compensation with the interests of the Company’s shareholders. Awards have three-year cliff vesting with the number of restricted stock awards vested at the end of the three-year period determined based on the Company’s performance during such period measured against its peers. More specifically, the percentage of awards vesting at the end of the measurement period is based on the Company’s three-year TSR ranking among the three-year return of the companies included in (1) the MSCI US REIT index, and (2) a triple-net REIT group that includes publicly-traded REITs with revenues primarily derived from triple-net leases. We believe that this long-term performance-based equity incentive program complements the annual cash incentive program by providing the appropriate balance between performance-based cash and performance-based equity awards. In addition to the long-term performance-based equity awards, we also grant service-based awards with long-term vesting that serve as a critical retention tool and are directly correlated with the Company’s share price performance. Awards vest at a rate of 33.33% per year and are generally subject to continued employment. Pay versus Performance Analysis The following graphs illustrate the relationship, during the period beginning January 1, 2021 and ending December 31, 2025, of the CAP of our CEO and the average CAP of other NEOs to:

  186. Compensation Committee

    | | | | Estimated future payouts under non-equity incentive plan awards | | | Estimated future payouts under equity incentive plan awards – Performance-Based Awards | | | All Other Stock Awards – Service-Based Awards | | | Name | Grant Date | Grant Board Approval Date | Threshold (#)(1) | Target (#)(1) | Maximum (#)(1) | Threshold (#)(2) | Target (#)(2) | Maximum (#)(2) | Number of Securities Underlying Stock Awards (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | Peter M. Carlino | | | | | | | | | | | | Annual Performance Cash | | | $904,234 | $1,808,468 | $3,616,936 | | | | | | | Service-Based Awards | 1/2/2025 | 12/16/2024 | | | | | | | 55,000 | 2,648,800 | | Performance—Based Awards—MSCI US REIT Index | 1/2/2025 | 12/16/2024 | | | | — | 55,000 | 110,000 | | 3,003,000 | | Performance—Based Awards—Triple-Net REIT Group | 1/2/2025 | 12/16/2024 | | | | — | 55,000 | 110,000 | | 2,949,100 | | Brandon J. Moore | | | | | | | | | | | | Annual Performance Cash | | | $325,000 | $650,000 | $1,300,000 | | | | | | | Service-Based Awards | 1/2/2025 | 12/16/2024 | | | | | | | 26,000 | 1,252,160 | | Performance—Based Awards—MSCI US REIT Index | 1/2/2025 | 12/16/2024 | | | | — | 26,000 | 52,000 | | 1,444,560 | | Performance—Based Awards—Triple-Net REIT Group | 1/2/2025 | 12/16/2024 | | | | — | 26,000 | 52,000 | | 1,419,600 | | Desiree A. Burke | | | | | | | | | | | | Annual Performance Cash | | | $225,000 | $450,000 | $900,000 | | | | | | | Service-Based Awards | 1/2/2025 | 12/16/2024 | | | | | | | 18,000 | 866,880 | | Performance—Based Awards—MSCI US REIT Index | 1/2/2025 | 12/16/2024 | | | | — | 18,000 | 36,000 | | 1,000,080 | | Performance—Based Awards—Triple-Net REIT Group | 1/2/2025 | 12/16/2024 | | | | — | 18,000 | 36,000 | | 982,800 | | Matthew J. Demchyk(5) | | | | | | | | | | | | Annual Performance Cash | | | $172,500 | $345,000 | $690,000 | | | | | | | Service-Based Awards | 1/2/2025 | 12/16/2024 | | | | | | | 15,000 | 722,400 | | Performance—Based Awards—MSCI US REIT Index | 1/2/2025 | 12/16/2024 | | | | — | 15,000 | 30,000 | | 819,000 | | Performance—Based Awards—Triple-Net REIT Group | 1/2/2025 | 12/16/2024 | | | | — | 15,000 | 30,000 | | 804,300 | | Steven L. Ladany | | | | | | | | | | | | Annual Performance Cash | | | $172,500 | $345,000 | $690,000 | | | | | | | Service-Based Awards | 1/2/2025 | 12/16/2024 | | | | | | | 15,000 | 722,400 | | Performance—Based Awards—MSCI US REIT Index | 1/2/2025 | 12/16/2024 | | | | — | 15,000 | 30,000 | | 819,000 | | Performance—Based Awards—Triple-Net REIT Group | 1/2/2025 | 12/16/2024 | | | | — | 15,000 | 30,000 | | 804,300 |

  187. Compensation Committee

    | (1) Awards represent annual performance-based cash award opportunity, at the threshold, target, and maximum level. Actual annual performance-based cash awards earned for 2025 are included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. |

  188. Compensation Committee

    | (2) Represent performance-based awards with cliff vesting at the end of the performance period beginning on January 1, 2025 and ending on December 31, 2027. The number of awards vested at the end of the performance period can range from zero to a maximum of 200% of target, depending on the level of achievement of the performance goals measured against the return of the companies included in the MSCI US REIT Index or in the triple-net REIT group set forth by the Company over the measurement period. In the event of a change-in-control, awards vest immediately at target level or, if greater, the actual level of achievement as of the date of the change-in-control. For more information on the Company’s performance-based awards, see the Overview of 2025 Compensation section of the Compensation Discussion and Analysis included in this Proxy Statement. |

  189. Compensation Committee

    Outstanding 2025 Restricted Stock Awards at Fiscal Year-End The following table sets forth information concerning restricted stock awards outstanding as of December 31, 2025 and which have been reported in the appropriate period in the Summary Compensation Table when granted:

  190. Compensation Committee

    | | | Service-Based Awards | | Performance-Based Awards | | | Name(1) | Restricted Stock Award Grant Date | Number of Shares or Units Held that Have Not Vested (#)(4) | Market Value of Service-Based Awards Held that Have Not Vested ($)(5) | Number of Unearned Shares or Units Held that Have Not Vested (#)(6) | Market Value of Performance- Based Awards Held that Have Not Vested ($)(7) | | Peter M. Carlino | 1/3/2023 | 18,333 | 819,302 | | | | | 1/3/2023(2) | | | 55,000 | 2,968,900 | | | 1/3/2023(3) | | | 55,000 | 2,968,900 | | | 1/2/2024 | 36,666 | 1,638,604 | | | | | 1/2/2024(2) | | | 55,000 | 2,795,650 | | | 1/2/2024(3) | | | 55,000 | 2,795,650 | | | 1/2/2025 | 55,000 | 2,457,950 | | | | | 1/2/2025(2) | | | 55,000 | 2,628,450 | | | 1/2/2025(3) | | | 55,000 | 2,628,450 | | Brandon J. Moore | 1/3/2023 | 7,333 | 327,712 | | | | | 1/3/2023(2) | | | 22,000 | 1,187,560 | | | 1/3/2023(3) | | | 22,000 | 1,187,560 | | | 1/2/2024 | 14,666 | 655,424 | | | | | 1/2/2024(2) | | | 22,000 | 1,118,260 | | | 1/2/2024(3) | | | 22,000 | 1,118,260 | | | 1/2/2025 | 26,000 | 1,161,940 | | | | | 1/2/2025(2) | | | 26,000 | 1,242,540 | | | 1/2/2025(3) | | | 26,000 | 1,242,540 | | Desiree A. Burke | 1/3/2023 | 6,000 | 268,140 | | | | | 1/3/2023(2) | | | 18,000 | 971,640 | | | 1/3/2023(3) | | | 18,000 | 971,640 | | | 1/2/2024 | 12,000 | 536,280 | | | | | 1/2/2024(2) | | | 18,000 | 914,940 | | | 1/2/2024(3) | | | 18,000 | 914,940 | | | 1/2/2025 | 18,000 | 804,420 | | | | | 1/2/2025(2) | | | 18,000 | 860,220 | | | 1/2/2025(3) | | | 18,000 | 860,220 | | Steven L. Ladany | 1/3/2023 | 5,000 | 223,450 | | | | | 1/3/2023(2) | | | 15,000 | 809,700 | | | 1/3/2023(3) | | | 15,000 | 809,700 | | | 1/2/2024 | 10,000 | 446,900 | | | | | 1/2/2024(2) | | | 15,000 | 762,450 | | | 1/2/2024(3) | | | 15,000 | 762,450 | | | 1/2/2025 | 15,000 | 670,350 | | | | | 1/2/2025(2) | | | 15,000 | 716,850 | | | 1/2/2025(3) | | | 15,000 | 716,850 |

  191. Compensation Committee

    | (6) The amount of performance-based awards to vest at the end of the performance period can range from zero to the maximum as described in the Long-term Performance-based Awards section of the Overview of 2025 Compensation section of the Compensation Discussion and Analysis included in this Proxy Statement. The forfeiture provisions on the performance-based awards granted lapse at the end of their three-year measurement period. In the event of a change-in-control, awards vest immediately at target level or, if greater, the actual level of achievement as of the date of the change-in-control, annualized for the entire performance period. As of December 31, 2025, the market value of unearned shares and units is based upon performance to date plus the relevant prior performance. As a result, all awards are valued at target. |

  192. Compensation Committee

    2025 Restricted Stock Awards Vested The following table sets forth information concerning restricted stock awards vested during fiscal 2025:

  193. Compensation Committee

    | | Restricted Stock Awards | | | Name | Number of Awards Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Peter M. Carlino | 308,419 | 14,839,809 | | Brandon J. Moore | 114,092 | 5,489,211 | | Desiree A. Burke | 91,540 | 4,404,147 | | Matthew J. Demchyk | 84,570 | 4,068,991 | | Steven L. Ladany | 84,570 | 4,068,991 |

  194. Compensation Committee

    | (1) The value realized for vested awards is calculated based on the closing price of the Company’s common stock on the day prior to vesting for awards, not the grant date fair value disclosed elsewhere in this Proxy Statement. Includes performance share dividends, which are paid at vesting in Company common stock. |

  195. Compensation Committee

    Gaming and Leisure Properties, Inc. Deferred Compensation Plan Pursuant to the Company’s Deferred Compensation Plan, as amended, management and certain other highly compensated employees selected by the committee administering the plan (the “Plan Committee”) may elect to defer, on a pre-tax basis, a percentage of his or her salary and/or bonus. The minimum amount deferrable is $3,000 and the maximum is 90% of his or her base annual salary and/or bonus. Generally, deferral elections must be made before the beginning of the year in which compensation will be earned. The Company’s contributions under the plan are equal to 50% of the participant’s deferral for the first 10% of the salary and/or bonus deferred, subject to a maximum annual Company contribution equal to 5% of the participant’s salary and/or bonus. With the approval of the Board of Directors, the Company is also permitted to make discretionary contributions. Participants are always 100% vested in their own contributions, but Company contributions vest 20% per year of service with the Company. Therefore, employees with five or more years of service are fully vested in Company contributions under the plan. However, for employees with less than five years of service, all Company contributions become immediately and fully vested upon death, retirement (on or after age 65) or a change in control of the Company, as defined in the Deferred Compensation Plan. The Plan Committee may accelerate vesting of the Company’s contributions if a participant terminates his or her employment because of disability. The Plan Committee may also accelerate vesting in the event of an involuntary termination of employment pursuant to the same section of the Company’s Deferred Compensation Plan. Subject to the exceptions discussed below, participants in the Deferred Compensation Plan, or their beneficiaries, receive distributions upon retirement, death, termination or change in control. Participants can elect to receive distributions following retirement or death in the form of a lump sum payment or annual installments. Distributions following retirement can be deferred for at least five years. For purposes of the Deferred Compensation Plan, termination of employment as a result of a disability will be considered retirement. Distributions following termination of employment other than as a result of retirement or death will be in the form of a lump sum payment. Participants can also elect to receive a scheduled distribution with respect to an annual deferral amount, which is payable in a lump sum at the beginning of a designated subsequent calendar year, subject to certain limitations. In the event of an unforeseeable financial emergency and with the approval of the Plan Committee, a participant can suspend deferrals or receive a partial and/or full payout under the plan. Certain specified employees have a six-month delay imposed upon distributions pursuant to a separation from service, as required by the final Code section 409A regulations. In the event of a change in control (as defined under the Deferred Compensation Plan), the Company will accelerate installment payments that are in pay status by paying the account balance in lump sum and will distribute the account balances of all active participants in a lump sum; provided, however, that no distributions (or accelerations of installments) will occur unless the transaction qualifies as a “change-of-control event” under Code section 409A. Participants in the Deferred Compensation Plan may notionally invest deferred amounts, including Company contributions, in mutual funds selected by the Plan Committee. Participants may change their investment elections at any time.

  196. Compensation Committee

    Potential Payments Upon Termination or Change-in-Control The NEOs are entitled to accelerated vesting of restricted stock awards under the Company’s Executive Change-in-Control and Severance Plan upon a change in control and, under certain circumstances, in the event of termination. The Executive Change in Control and Severance Plan is more fully described under Employment Agreements and Severance Plan in this Proxy Statement. The information below describes and quantifies compensation that would become payable and which is accelerated assuming that such change-in-control or termination was effective December 31, 2025.

  197. Compensation Committee

    | Executive Payments | Termination without Cause by Company ($)(4) | Termination Upon Death ($)(5) | Termination upon Disability ($)(5) | Change-in- Control ($)(6) | Change-in- Control Termination without Cause ($)(6) | | Peter M. Carlino | | | | | | | Cash Severance Benefit(1) | 10,197,748 | 5,098,874 | 5,098,874 | — | 15,296,622 | | Benefit Continuation(2) | 646 | 646 | 646 | — | 861 | | Service-Based Awards(3) | 4,915,856 | 4,915,856 | 4,915,856 | — | 4,915,856 | | Performance-Based Awards(7) | 9,001,784 | 13,183,437 | 13,183,437 | 16,786,000 | 16,786,000 | | Total | $24,116,034 | $23,198,813 | $23,198,813 | $16,786,000 | $36,999,339 | | Brandon J. Moore | | | | | | | Cash Severance Benefit(1) | 2,417,709 | 1,611,806 | 1,611,806 | — | 3,223,612 | | Benefit Continuation(2) | 43,794 | 43,794 | 43,794 | — | 58,392 | | Service-Based Awards(3) | 2,145,076 | 2,145,076 | 2,145,076 | — | 2,145,076 | | Performance-Based Awards(7) | 3,699,097 | 5,568,526 | 5,568,526 | 7,096,720 | 7,096,720 | | Total | $8,305,676 | $9,369,202 | $9,369,202 | $7,096,720 | $12,523,800 | | Desiree A. Burke | | | | | | | Cash Severance Benefit(1) | 2,022,657 | 1,348,438 | 1,348,438 | — | 2,696,876 | | Benefit Continuation(2) | 43,794 | 43,794 | 43,794 | — | 58,392 | | Service-Based Awards(3) | 1,608,840 | 1,608,840 | 1,608,840 | — | 1,608,840 | | Performance-Based Awards(7) | 2,946,037 | 4,314,579 | 4,314,579 | 5,493,600 | 5,493,600 | | Total | $6,621,328 | $7,315,651 | $7,315,651 | $5,493,600 | $9,857,708 | | Matthew J. Demchyk | | | | | | | Cash Severance Benefit | 6,250,000 | — | — | — | — | | Benefit Continuation | 66,959 | — | — | — | — | | Service-Based Awards | — | — | — | — | — | | Performance-Based Awards | — | — | — | — | — | | Total(8) | $6,316,959 | $— | $— | $— | $— | | Steven L. Ladany | | | | | | | Cash Severance Benefit(1) | 1,589,375 | 1,059,583 | 1,059,583 | — | 2,119,166 | | Benefit Continuation(2) | 43,794 | 43,794 | 43,794 | — | 58,392 | | Service-Based Awards(3) | 1,340,700 | 1,340,700 | 1,340,700 | — | 1,340,700 | | Performance-Based Awards(7) | 2,455,031 | 3,595,482 | 3,595,482 | 4,578,000 | 4,578,000 | | Total | $5,428,900 | $6,039,559 | $6,039,559 | $4,578,000 | $8,096,258 |

  198. Compensation Committee

    | (1) Basis for cash severance benefit is 2025 salary and assumes it is an eligible termination as defined under the Company’s Executive Change-in-Control and Severance Plan and includes 2025 salary plus average bonus from the prior three years. |

  199. Compensation Committee

    | (3) Service-based award values were computed based on the Company’s common stock closing price of $44.69 on December 31, 2025, which was the last trading day of 2025. Restrictions on awards will immediately lapse in the event of termination as a result of termination without cause, death, disability or change in control termination without cause. |

  200. Compensation Committee

    | (6) Performance-based award values, in the event of change-in-control, were computed based on the Company’s TSR as compared to the MSCI US REIT Index and in the triple-net REIT group achieved as of December 31, 2025. Performance shall be deemed to have been achieved at target level or, if greater, the actual level of achievement as of the date of the change-in-control. As of December 31, 2025, the performance-based award achievement level by award is detailed in the table of footnote 4. All grants were completed at target because the actual level of achievement was at or below target. |

  201. Compensation Committee

    | | Peter M. Carlino | Median Employee | | Total compensation | $14,054,918 | $359,967 | | Pay Ratio | | 39.1 |

  202. EQUITY COMPENSATION PLAN INFORMATION

    EQUITY COMPENSATION PLAN INFORMATION Equity Compensation Plan Information Table

  203. EQUITY COMPENSATION PLAN INFORMATION

    | December 31, 2025 | (a) | (b) | (c) | | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted- average exercise price of outstanding options, warrants and rights ($) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | Equity compensation plans approved by shareholders | — | — | 4,988,607 |

  204. EQUITY COMPENSATION PLAN INFORMATION

    | Gaming and Leisure Properties, Inc. | 2026 Proxy Statement | 61 |

  205. EQUITY COMPENSATION PLAN INFORMATION

    | Proxy Summary | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | |