Golden Entertainment (GDEN) plans VICI asset sale, debt shift and shareholder payout
Filing Impact
Filing Sentiment
Form Type
10-K
Rhea-AI Filing Summary
Golden Entertainment, Inc. reports on a transformative plan to sell its operating assets to Chairman and CEO Blake L. Sartini and affiliates and seven casino real estate assets to VICI Properties Inc. Golden shareholders are expected to receive 0.902 shares of VICI common stock plus a cash dividend of $2.75 per Golden share at closing. VICI will assume and repay up to
Golden currently operates eight Nevada casino properties and 72 branded taverns across three segments, with 5,512 slot machines, 78 table games and 6,002 hotel rooms as of
Positive
- None.
Negative
- None.
Insights
Golden outlines a largely transformative sale to VICI and its CEO’s affiliate, with significant debt assumption and shareholder consideration.
The filing centers on a master transaction where Golden Entertainment sells operating assets to an entity controlled by CEO Blake L. Sartini and seven casino real estate assets to VICI Properties. Shareholders are slated to receive VICI stock at a fixed 0.902 exchange ratio plus a
The deal would effectively reshape shareholder exposure from an operating casino-tavern company to a structure partly linked to a large REIT, but completion depends on multiple conditions, including gaming and liquor approvals, Golden shareholder approval, and a favorable tax opinion on reorganization status under Section 368(a). The risk section details potential failure scenarios: termination fees, elevated transaction costs, operational distraction, relationship and retention impacts, and possible share price pressure if the transaction does not close. Earlier divestitures of Rocky Gap and distributed gaming, and smaller tavern acquisitions, show a broader portfolio repositioning. Subsequent disclosures in future filings will determine final terms, timing and post-closing capital structure.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________
Form 10-K
_______________________________________________
(Mark One)
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the fiscal year ended December 31 , 2025
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from ______to ______
Commission File No. 000-24993
_______________________________________________
(Exact name of registrant as specified in its charter)
_______________________________________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices)
(702 ) 893-7777
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Securities registered pursuant to Section 12(g) of the Act: None
_______________________________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| Emerging growth Company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Based upon the last sale price of the registrant’s common stock, $0.01 par value, as reported on the Nasdaq Global Market on June 30, 2025, the aggregate market value of the common stock held by non-affiliates of the registrant as of such date was $563,805,490 . For purposes of these computations only, all of the Registrant’s executive officers and directors and entities affiliated with them have been deemed to be affiliates.
As of February 17, 2026, 26,199,079 shares of the registrant’s common stock, $0.01 par value, were outstanding.
GOLDEN ENTERTAINMENT, INC.
ANNUAL REPORT ON FORM 10-K
FOR FISCAL YEAR ENDED DECEMBER 31, 2025
INDEX
| Page | ||||||||
PART I | ||||||||
ITEM 1. | BUSINESS | 1 | ||||||
ITEM 1A. | RISK FACTORS | 10 | ||||||
ITEM 1B. | UNRESOLVED STAFF COMMENTS | 22 | ||||||
ITEM 1C. | CYBERSECURITY | 22 | ||||||
ITEM 2. | PROPERTIES | 23 | ||||||
ITEM 3. | LEGAL PROCEEDINGS | 23 | ||||||
ITEM 4. | MINE SAFETY DISCLOSURES | 23 | ||||||
PART II | ||||||||
ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 24 | ||||||
ITEM 6. | [RESERVED] | 25 | ||||||
ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 25 | ||||||
ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 34 | ||||||
ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 35 | ||||||
ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 77 | ||||||
ITEM 9A. | CONTROLS AND PROCEDURES | 77 | ||||||
ITEM 9B. | OTHER INFORMATION | 77 | ||||||
ITEM 9C. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 77 | ||||||
PART III | ||||||||
ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 77 | ||||||
ITEM 11. | EXECUTIVE AND DIRECTOR COMPENSATION | 83 | ||||||
ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 104 | ||||||
ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 106 | ||||||
ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES | 108 | ||||||
PART IV | ||||||||
ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES | 110 | ||||||
ITEM 16. | FORM 10-K SUMMARY | 114 | ||||||
SIGNATURES | 115 | |||||||
Table of Contents
PART I
As used in this Annual Report on Form 10-K (“Annual Report”), unless the context suggests otherwise, the terms “Golden,” “we,” “our” and “us” refer to Golden Entertainment, Inc. and its subsidiaries.
Forward-Looking Statements
This Annual Report, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements regarding future events and our future results that are subject to the safe harbors created under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements can generally be identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “potential,” “seek,” “should,” “think,” “will,” “would” and similar expressions, or they may use future dates. Forward-looking statements also include statements regarding the Sale Transaction (defined below), as well as statements on our strategies, objectives, business opportunities and plans; anticipated future growth and trends in our business or key markets and business outlook; the payment of recurring quarterly cash dividends; projections of future financial condition, operating results, income, capital expenditures, costs or other financial items; anticipated regulatory and legislative changes; and other characterizations of future events or circumstances as well as other statements that are not statements of historical fact. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. These forward-looking statements are subject to assumptions, risks and uncertainties that may change at any time, and readers are therefore cautioned that actual results could differ materially from those expressed in any forward-looking statements. Factors that could cause our actual results to differ materially include: the inability to consummate the Sale Transaction within the anticipated time period, or at all, due to any reason, including the failure to obtain shareholder approval to adopt the transaction agreement, the failure to obtain required regulatory approvals for the Sale Transaction or the failure to satisfy the other conditions to the consummation of the Sale Transaction; the risk that the transaction agreement may be terminated in circumstances requiring Golden to pay a termination fee; the risk that the Sale Transaction disrupts our current plans and operations or diverts management’s attention from our ongoing business; the effect of the announcement of the Sale Transaction on our ability to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business; the effect of the announcement of the Sale Transaction on our operating results and business generally; the significant costs, fees and expenses related to the Sale Transaction; the risk that our stock price may decline significantly if the Sale Transaction is not consummated; the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the Sale Transaction and instituted against the Company and/or its directors, executive officers or other related persons; changes in national, regional and local economic and market conditions, including a shutdown of the U.S. government; legislative and regulatory matters; increases in gaming taxes and fees in the jurisdictions in which we operate; litigation; increased competition; reliance on key personnel; our ability to comply with covenants in our debt instruments; terrorist incidents; natural disasters; severe weather conditions (including weather or road conditions that limit access to our properties); the effects of environmental and structural building conditions; the effects of disruptions to our information technology and other systems and infrastructure; factors affecting the gaming, entertainment and hospitality industries generally; and other factors identified under the heading “Risk Factors” in Part I, Item 1A of this Annual Report, or appearing elsewhere in this report and in our other filings with the Securities and Exchange Commission (“SEC”). Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the filing date of this report. We undertake no obligation to revise or update any forward-looking statements for any reason.
ITEM 1. BUSINESS
Corporate Information
We were incorporated in Minnesota in 1998 under the name of GCI Lakes, Inc., which name was subsequently changed to Lakes Gaming, Inc. in August 1998, to Lakes Entertainment, Inc. in June 2002 and to Golden Entertainment, Inc. in July 2015. Our shares began trading publicly in January 1999. The mailing address of our headquarters is 6595 S. Jones Boulevard, Las Vegas, Nevada 89118, and our telephone number at that location is (702) 893-7777.
Overview
We own and operate a diversified entertainment platform, consisting of a portfolio of gaming assets that focus on casino and branded tavern operations. Our portfolio includes eight casino properties located in Nevada and 72 branded taverns targeting local patrons located primarily in the greater Las Vegas, Nevada metropolitan area.
1
Table of Contents
Sale Transaction
On November 6, 2025, we entered into a definitive agreement to sell our operating assets to Blake L. Sartini, the Chairman of the Board of Directors and Chief Executive Officer of Golden, and affiliates (“Blake Sartini”) and seven of our casino real estate assets to VICI Properties Inc. (“VICI”) (the “Sale Transaction”). Pursuant to the agreement, Golden shareholders will receive consideration at a fixed exchange ratio of 0.902 shares of VICI common stock for the sale of the seven casino real estate assets to VICI and a cash dividend of $2.75 per share of Golden common stock to be paid to our shareholders of record as of the closing of the Sale Transaction. In conjunction with the transaction VICI will assume and repay up to $426 million of the outstanding debt under our senior secured credit facilities and will enter into a master lease agreement with a newly formed entity that will be owned and controlled by Blake Sartini. The Sale Transaction, which is expected to close in mid 2026, is subject to customary closing conditions, including the receipt of regulatory approvals and approval by a majority of Golden shareholders.
Rocky Gap Casino Resort and Distributed Gaming Operations Sales
We completed the sales of Rocky Gap Casino Resort (“Rocky Gap”) on July 25, 2023 for aggregate cash consideration of $260.0 million, our distributed gaming operations in Montana on September 13, 2023 for cash consideration of $109.0 million plus working capital and other adjustments and net of cash transferred at closing, and our distributed gaming operations in Nevada on January 10, 2024 for cash consideration of $213.5 million plus working capital and other adjustments and net of cash transferred at closing. Prior to their sales, the results of operations of Rocky Gap were presented in our Maryland Casino Resort reportable segment, and the results of the distributed gaming operations in Montana and Nevada were presented in our Distributed Gaming reportable segment. Refer to the discussion in “Note 3 — Divestitures” and “Note 15 — Segment Information” in Part II, Item 8: Financial Statements and Supplemental Data of this Annual Report for further information.
Acquisition of Taverns
On November 21, 2023, we acquired the operations of Lucky’s Lounge & Restaurant (“Lucky’s”), comprised of four tavern locations in Nevada, for cash consideration of $10.0 million. On April 22, 2024, we acquired the operations of Great American Pub (“GAP”), comprised of two tavern locations in Nevada, for cash consideration of $7.3 million. The acquired Lucky’s and GAP taverns have been included in our Nevada Taverns reportable segment from the date of acquisition.
Operations
As of December 31, 2025, we conducted our business through three reportable segments: Nevada Casino Resorts, Nevada Locals Casinos and Nevada Taverns.
2
Table of Contents
The following table sets forth certain information regarding our operations by reportable segment as of December 31, 2025:
| Location | Casino Space (Sq. ft.) | Slot Machines | Table Games | Hotel Rooms | ||||||||||||||||||||||||||||
Nevada Casino Resorts | ||||||||||||||||||||||||||||||||
| The STRAT Hotel, Casino & Tower (“The STRAT”) | Las Vegas, NV | 80,000 | 782 | 31 | 2,429 | |||||||||||||||||||||||||||
| Aquarius Casino Resort (“Aquarius”) | Laughlin, NV | 69,750 | 1,007 | 29 | 1,905 | |||||||||||||||||||||||||||
| Edgewater Casino Resort (“Edgewater”) | Laughlin, NV | 69,042 | 657 | — | 1,037 | |||||||||||||||||||||||||||
| Nevada Locals Casinos | ||||||||||||||||||||||||||||||||
| Arizona Charlie’s Boulder | Las Vegas, NV | 41,969 | 575 | — | 303 | |||||||||||||||||||||||||||
| Arizona Charlie’s Decatur | Las Vegas, NV | 67,360 | 677 | 9 | 259 | |||||||||||||||||||||||||||
| Gold Town Casino | Pahrump, NV | 10,000 | 131 | — | — | |||||||||||||||||||||||||||
| Lakeside Casino & RV Park | Pahrump, NV | 11,009 | 204 | — | — | |||||||||||||||||||||||||||
| Pahrump Nugget Hotel Casino (“Pahrump Nugget”) | Pahrump, NV | 22,528 | 341 | 9 | 69 | |||||||||||||||||||||||||||
| Nevada Taverns | ||||||||||||||||||||||||||||||||
| 72 branded tavern locations | Nevada | — | 1,138 | — | — | |||||||||||||||||||||||||||
| Totals | 371,658 | 5,512 | 78 | 6,002 | ||||||||||||||||||||||||||||
Nevada Casino Resorts
Our Nevada Casino Resorts reportable segment is comprised of destination casino resort properties offering a variety of food and beverage outlets, entertainment venues and other amenities. The casino resort properties in this segment cater primarily to a regional drive-in customer base seeking a value-oriented vacation experience, with guests typically traveling from Southern California or Arizona. Our casino resort properties in Nevada have a significantly larger number of hotel rooms compared to the other casino properties in our portfolio. While hotel stays at these casino resorts are typically longer, the overall frequency of visitation from guests is lower when compared to our Nevada Locals Casinos.
The STRAT: The STRAT is our premier casino resort property, located on Las Vegas Boulevard on the north end of the Las Vegas Strip. The STRAT is comprised of a casino, a hotel and a tower, which includes indoor and outdoor observation decks, thrill rides, and the SkyJump attraction. The STRAT offers hotel rooms, gaming, race and sportsbook facilities in an 80,000 square foot casino, ten restaurants, two rooftop pools, a fitness center, retail shops and entertainment facilities.
Laughlin casinos: We own and operate two casino resorts in Laughlin, Nevada, the Aquarius and the Edgewater, which are located approximately 90 miles from Las Vegas on the western bank of the Colorado River. In addition to hotel rooms, gaming, and race and sportsbook facilities at each property, the Aquarius has seven restaurants and the Edgewater offers five restaurants. The Edgewater also offers a bingo facility and dedicated entertainment venues, including the Edge Pavilion and the Laughlin Event Center.
The operations of Colorado Belle Casino Resort have remained suspended since March 2020 and we voluntarily surrendered our gaming license for the property on June 30, 2023.
Nevada Locals Casinos
Our Nevada Locals Casinos reportable segment is comprised of casino properties that cater to local customers who generally live within a five-mile radius of our properties. Our locals casino properties typically experience a higher frequency of customer visits compared to our casino resort properties, with many of our customers visiting our Nevada Locals Casinos on a weekly basis. The casino properties within this reportable segment have no or a limited number of hotel rooms and offer fewer food and beverage outlets or other amenities, with revenues primarily generated from slot machine play.
Arizona Charlie’s casinos: Our Arizona Charlie’s Boulder and Arizona Charlie’s Decatur casino properties primarily serve local Las Vegas gaming patrons and provide an alternative experience to the Las Vegas Strip. In addition to hotel rooms, gaming, race and sportsbook facilities, and bingo facilities, Arizona Charlie’s Boulder offers three restaurants and an RV park with 221 RV hook-up sites and Arizona Charlie’s Decatur offers four restaurants and Keno.
3
Table of Contents
Pahrump casinos: We own and operate three casino properties in Pahrump, Nevada, which is located approximately 60 miles west of Las Vegas and serves as a gateway to Death Valley National Park. In addition to gaming, the Pahrump Nugget and Lakeside Casino & RV Park offer race and sportsbook facilities. The Pahrump Nugget also offers hotel rooms, four restaurants, bingo, a bowling center, and a 5,200 square foot banquet and event center. Our Lakeside Casino & RV Park additionally offers a restaurant and 159 full-service RV hook-up sites.
Nevada Taverns
Our Nevada Taverns reportable segment is comprised of branded tavern locations that offer a casual, upscale environment catering to local patrons offering superior food, craft beer and other alcoholic beverages, and are typically limited to 15 slot machines. Most of our branded taverns are located in the greater Las Vegas, Nevada metropolitan area and cater to local patrons seeking more convenient entertainment establishments than traditional casino properties. Our tavern patrons are typically younger than traditional casino customers, which diversifies our customer demographic. Prior to the sale of our distributed gaming operations in Nevada, we owned and operated the slot machines located within each tavern. Following the sale, slot machines at our branded tavern locations are owned and operated by the independent third-party that acquired the distributed gaming operations from us. Accordingly, we typically receive a large percentage of the gaming revenue from the tavern slot machines in exchange for allowing the independent third party that acquired the distributed gaming operations to place the slot machines in our taverns. Our tavern brands include PT’s Gold, PT’s Pub, PT’s Ranch, PT’s Place, Sierra Gold, Sierra Junction, Sean Patrick’s, Lucky’s, Great American Pub and SG Bar. As of December 31, 2025, we owned and operated 72 branded taverns, which offered over 1,100 onsite slot machines.
Sales and Marketing
We market our Nevada Casino Resorts through both local and regional advertising, with a focus on offering a more complete resort destination experience that may include hotel packages, entertainment, dining, promotions and attractions. We advertise through various media channels, including television, radio, outdoor, digital, social media, airport and public relations.
Marketing for our Nevada Locals Casinos targets the local communities in which these properties operate with an emphasis on the gaming experience, casino promotions and dining. The advertising is geared towards a local audience and typically includes radio, outdoor, digital newspaper, sponsorships, and social media with television used occasionally for promotional messaging and brand campaigns when appropriate.
The customer base of our Nevada Taverns is primarily comprised of local patrons who frequent our branded taverns and play our slot machines. The majority of our marketing efforts are focused on maximizing profitability from a high-frequency, convenience-driven customer base utilizing direct marketing, targeted advertising, public relations and social media.
Our sales and marketing efforts include our consolidated loyalty program, True Rewards®, designed to encourage repeat business at our casino properties and branded taverns, as discussed below.
True Rewards Loyalty Program
Our marketing efforts seek to capitalize on repeat visitation through the use of our True Rewards loyalty program. We offer our True Rewards loyalty program at all of our casino properties and branded tavern locations. Members of our True Rewards loyalty program earn points based on gaming activity and food and beverage purchases at our casino properties and branded taverns. Loyalty points are redeemable for slot play, promotional table game chips, cash back, entertainment and food and beverage purchases. All points earned in the loyalty program are consolidated into a single account balance which is redeemable at all of our locations.
Our rewards technology is designed to track customer behavior indicators such as visitation, customer spend and customer engagement. As of December 31, 2025, we had approximately 560,000 active players in our marketing database, providing us with an avenue to drive customer engagement and cross-marketing opportunities across our properties.
Intellectual Property
We pursue registration of our important trademarks and service marks in the states where we do business and with the United States Patent and Trademark Office. We have registered and/or have pending as trademarks with the United States Patent and Trademark Office, among other trademarks and service marks, “Golden Entertainment” and “Golden Gaming,” as well as various names, brands and logos relating to our casino properties, customer loyalty programs and branded taverns. In addition, we have also registered or applied to register numerous other trademarks in various jurisdictions in the United States in connection with our properties, facilities and development projects. We also hold a patent in the United States related to player tracking systems.
4
Table of Contents
Competition
The casino, hotel and hospitality industry is highly competitive. Our casino business competes with numerous casinos and casino-hotels of varying quality and size in our markets. We also compete with other non-gaming resorts and vacation destinations and other entertainment businesses. The casino entertainment business is characterized by competitors that vary considerably in their size, quality of facilities, number of operations, brand identities, marketing and growth strategies, financial strength and capabilities, level of amenities, management talent and geographic diversity. Many of our regional and national competitors have greater brand recognition and significantly greater resources than we have. Their greater resources may also provide them with the ability to expand operations in the future.
Furthermore, several states are currently considering legalizing casino gaming in designated areas, and Native American tribes may develop or expand gaming properties in markets located more closely to our customer base (particularly Native American casinos located in California and Arizona). The expansion of casino gaming in or near any geographic area from which we attract or expect to attract a significant number of our customers, including legalized casino gaming in neighboring states and on Native American land, could have a significant adverse effect on our business, financial condition, results of operations and prospects.
With respect to our branded taverns, we face competition from other operators of casinos, taverns and other entertainment venues.
In addition, we face ever-increasing competition from online gaming, including mobile gaming applications for smartphones and tablets, state-sponsored lotteries, card clubs, sportsbook facilities, fantasy sports websites and other forms of legalized gaming. Various forms of online gaming have been approved in Nevada, and legislation permitting online gaming has been proposed by the federal government and other states. The continued expansion of online gaming in Nevada and other jurisdictions could result in significant additional competitive pressures on our operations.
Regulation
Gaming Regulation
We are subject to extensive federal, state, and local regulations. State and local government authorities in the jurisdictions in which we operate require us to obtain gaming licenses and require our officers, key employees and business entity affiliates to demonstrate suitability to be involved in gaming operations. These are privileged licenses or approvals which are not guaranteed by statute or regulation. State and local government authorities may limit, condition, suspend or revoke a license, impose substantial fines, and take other actions, any of which could have a material adverse effect on our business, financial condition, results of operations and prospects. We cannot assure you that we will be able to obtain and maintain the gaming licenses and related approvals necessary to conduct our gaming operations. Any failure to maintain or renew our existing licenses, registrations, permits or approvals could have a material adverse effect on our business, financial condition, results of operations and prospects. Furthermore, if additional gaming laws or regulations are adopted, these regulations could impose additional restrictions or costs that could have a significant adverse effect on us and our business. For additional information, refer to the risk factor entitled “Our business is subject to extensive gaming regulation, which is costly to comply with, and gaming authorities have significant control over our operations” in “Part I, Item 1A: Risk Factors” of this Annual Report.
Gaming authorities may, in their sole and absolute discretion, require the holder of any securities issued by us to file applications, be investigated, and be found suitable to own our securities if they have reason to believe that the security ownership would be inconsistent with the declared policies of their respective states. Further, the costs of any investigation conducted by any gaming authority under these circumstances is typically required to be paid by the applicant, and refusal or failure to pay these charges may constitute grounds for a finding that the applicant is unsuitable to own the securities. Our Articles of Incorporation require our shareholders to cooperate with gaming authorities in such investigations and permit us to redeem the securities held by any shareholder whose holding of shares of our capital stock may result, in the judgment of our Board of Directors, in our failure to obtain or our loss of any license or franchise from any governmental agency held by us to conduct any portion of our business. If any gaming authority determines that a person is unsuitable to own our securities, then, under the applicable gaming laws and regulations, we can be sanctioned, including the loss of our privileged licenses or approvals, if, without the prior approval of the applicable gaming authority, we conduct certain business with the unsuitable person. For additional information, refer to the risk factor entitled “Our shareholders are subject to extensive governmental regulation and, if a shareholder is found unsuitable by a gaming authority, that shareholder would not be able to beneficially own our common stock directly or indirectly. Our shareholders may also be required to provide information that is requested by gaming authorities and we have the right, under certain circumstances, to redeem a shareholder’s securities; we may be forced to use our cash or incur debt to fund redemption of our securities” in “Part I, Item 1A: Risk Factors” of this Annual Report.
5
Table of Contents
Our directors, officers and key employees are also subject to a variety of regulatory requirements and various privileged licensing and related approval procedures in the various jurisdictions in which we operate gaming facilities. If any gaming authority with jurisdiction over our business were to find any of our directors, officers or key employees unsuitable for licensing or unsuitable to continue having a relationship with us, we would have to sever our relationship with that person. Furthermore, such gaming authorities may require us to terminate the employment of any person who refuses to file appropriate applications. Either result could have a material adverse effect on our business, operations and prospects.
Applicable gaming laws and regulations also restrict our ability to issue securities, incur debt, and undertake other financing activities. Such transactions would generally require the approval of gaming authorities, and our financing counterparties, including lenders, might be subject to various licensing and related approval procedures in the various jurisdictions in which we operate gaming facilities. If state regulatory authorities were to find any person unsuitable with regard to his, her or its relationship to us or any of our subsidiaries, we would be required to sever our relationship with that person, which could materially adversely affect our business.
The gaming industry also represents a significant source of tax revenue, particularly to the State of Nevada and its counties and municipalities. From time to time, various federal, state and local legislators and other government officials have proposed and adopted changes in tax laws, or in the administration or interpretation of such laws, affecting the gaming industry. It is not possible to determine the likelihood of possible changes in tax laws or in the administration or interpretation of such laws. Such changes, if adopted, could have a material adverse effect on our future financial position, results of operations, cash flows and prospects. For additional information, refer to the risk factor entitled “Changes to gaming tax laws could increase our cost of doing business and have a material adverse effect on our financial condition” in “Part I, Item 1A: Risk Factors” of this Annual Report.
From time to time, local and state lawmakers, as well as special interest groups, have proposed legislation that would expand, restrict or prevent gaming operations in the jurisdictions in which we operate. Any such change to the regulatory environment or the adoption of new federal, state or local government legislation could have a material adverse effect on our business, financial condition, results of operations and prospects.
Responsible Marketing & Advertising
We consider responsible gaming to be an important part of our overall marketing strategy. We are a member of the Nevada Council on Problem Gaming and have contributed nearly $0.4 million to the organization since 2015. Our marketing practices adhere to legal and regulatory requirements. We put a significant emphasis on raising awareness about our commitment to responsible gaming to mitigate risks and promote a healthy gaming experience throughout our properties and branded tavern locations. We are also committed to promoting responsible gaming practices and providing responsible gaming information to our customers.
We include a toll-free help line and responsible gaming messaging at all of our properties and branded tavern locations. We also prohibit marketing and advertising directed toward underage individuals or high-risk individuals. In addition, our patrons may request exclusion from promotional mailings and gambling activities through our self-exclusion program.
We train our team members on ways to detect and prevent minors from gambling and consuming alcohol or loitering in designated gaming areas. This training is required to be taken by all team members upon hire.
Other Regulation
Our business is subject to a variety of other federal, state and local laws, rules, regulations and ordinances. These laws and regulations include, but are not limited to, restrictions and conditions concerning alcoholic beverages, environmental matters, employees, currency transactions, taxation, zoning and building codes, and marketing and advertising. Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted. Changes to any of the laws, rules, regulations or ordinances to which we are subject, new laws or regulations, or material differences in interpretations by courts or governmental authorities could have a material adverse effect on our business, financial condition, results of operations and prospects.
Our operations are subject to various environmental laws and regulations relating to emissions and discharges into the environment, and the storage, handling and disposal of hazardous and non-hazardous substances and wastes. These laws and regulations are complex, and subject to change, and violations can lead to significant costs for corrective action and remediation, fines and penalties. Under certain of these laws and regulations, a current or previous owner or operator of property may be liable for the costs of remediating contamination on its property, without regard to whether the owner or operator knew of, or caused, the presence of the contaminants, and regardless of whether the practices that resulted in the
6
Table of Contents
contamination were legal at the time that they occurred, as well as incur liability to third parties impacted by such contamination. The presence of contamination, or failure to remediate it properly, may adversely affect our ability to use, sell or rent property. As we acquire additional casino, resort and tavern properties, we may not know the full level of exposure that we may have undertaken despite appropriate due diligence. We endeavor to maintain compliance with environmental laws, but from time to time, current or historical operations on or adjacent to, our properties may have resulted or may result in noncompliance with environmental laws or liability for cleanup pursuant to environmental laws. In that regard, we may incur costs for cleaning up contamination relating to historical uses of certain properties.
Many of our employees, especially those that interact with our customers, receive a base salary or wage that is established by applicable state and federal laws that establish a minimum hourly wage that is, in turn, supplemented through tips and gratuities from customers. From time to time, state and federal lawmakers have increased the minimum wage. It is difficult to predict when such increases may take place. Any such change to the minimum wage could have a material adverse effect on our business, financial condition, results of operations and prospects.
Alcoholic beverage control regulations require each of our branded taverns and casino properties to apply to a state authority and, in certain locations, county or municipal authority for a license or permit to sell alcoholic beverages. In addition, each restaurant we operate must obtain a food service license from local authorities. Failure to comply with such regulations could cause our licenses to be revoked or our related business or businesses to be forced to cease operations. Moreover, state liquor laws may prevent the expansion of restaurant operations into certain markets.
Seasonality
We believe that our businesses are affected by seasonal factors, including holidays, weather and travel conditions. Our casino properties and branded taverns in Nevada have historically experienced lower revenues during the summer as a result of fewer tourists due to higher temperatures, as well as increased vacation activity by local residents. Our branded taverns typically experience higher revenues during the fall which corresponds with several professional sports seasons. While other factors like unemployment levels and market competition may either offset or magnify seasonal effects, some seasonality is likely to continue, which could result in significant fluctuation in our quarterly operating results.
Social Responsibility and Environmental Stewardship
Our organization’s environmental and social goals as well as our team members’ involvement have a positive impact on the communities we serve. We encourage our team members’ engagement in volunteerism and support our team members’ involvement in local philanthropic opportunities. We are committed to supporting our military community by offering a variety of discounts at our casino properties and branded taverns.
We are proud to be involved in various charitable events, which have included fundraisers for amyotrophic lateral sclerosis (“ALS”), the Keep Memory Alive foundation for brain disorders, Scale The STRAT for the American Lung Association, and others. We have been contributing to the Nevada AAA Scholarship fund since 2018 and donate between $0.1 million and $0.2 million each year. We support food security programs, including but not limited to, Feed a Family, Meals for Christmas and Thanksgiving, and our team members volunteer in food banks. In addition, we participate in “adopt-a-school” programs in each community in which we operate and support local schools through both charitable donations and supply drives. Through our Everi Cares Giving kiosks program we contributed $0.3 million to American Lung Association, American Red Cross, Boys & Girls Club of Southern Nevada, Communities in Schools Nevada, Opportunity Village, and United Way of Southern Nevada during 2025. For the year ended December 31, 2025, we donated over $1.7 million to various charitable organizations, including a $0.5 million donation to Campus for Hope, a Southern Nevada housing stability development project. Our employees contributed approximately 6,500 volunteer hours to various local and national organizations that support children and local families, furthering the advancement of education and career opportunities, and promoting health awareness.
We continue our partnership with the University of Nevada, Las Vegas (“UNLV”) on various projects, including employment outreach. Our Chairman of the Board and Chief Executive Officer serves as a member of the Board of Directors of the University of Nevada, Las Vegas Foundation’s Board of Trustees, our General Counsel serves as the Chair of the Business Advisory Board at UNLV William S. Boyd School of Law, and our Chief Accounting Officer serves as a member of the Board of Directors of the Accounting Advisory Board at UNLV Lee Business School.
We continue to evaluate our water management and water efficiency programs with plans to implement additional programs in the future. Our goal is to reduce our consumptive water use and invest more efforts in water reuse and conservation programs. For example, we implemented xeriscaping as an environmental design choice, which allows for a reduction in our water usage and maintenance costs associated with commercial landscaping and allows us to adapt to the current pressures around monitoring and minimizing water usage. We plan to increase our investment in smart technologies that allow us to track our
7
Table of Contents
usage of utilities more efficiently and to prioritize budgeting for water-efficient equipment and appliances.
Human Capital
We are committed to recruiting, developing and retaining a superior workforce. We have a long history and deep cultural commitment to service and authenticity. As of December 31, 2025, we employed approximately 4,900 team members, which is an 8% decrease from December 31, 2024, when we had approximately 5,300 employees. The decrease in the workforce in 2025 compared to the prior year is primarily attributable to cost-savings and operational efficiency measures implemented at our Nevada Casino Resorts reportable segment. Through our department of human resources, we review quarterly human capital reports, which cover all aspects of our diverse and multi-demographic workforce. This information is reviewed by the executive leadership team and members of our Board of Directors on a regular basis.
Mission and Values
In 2025, we continued to emphasize our organizational mission and values, as well as our “I CARE” guest service initiative. Our mission is to create authentic entertainment experiences where premium service is delivered at an exceptional value while supporting our visitors and the local communities we serve.
Our core mission is:
•To provide exceptional service to our guests
•To be accountable to each other
•To have integrity in all interactions
•To be urgent with purpose in our efforts
Our human capital initiatives reflect our commitment to aligning our workforce with our mission and values.
Recruitment
We recruit applicants by utilizing various recruitment platforms and sources in an effort to secure a diverse pool of applicants and ensure the sustainability of our talent pipeline. We routinely evaluate and enact strategic wage adjustments throughout our employee base to remain competitive with market conditions and to improve retention.
In 2025, we continued our outreach to academic institutions, including UNLV, to offer internship programs for students within our Finance, Accounting, Hospitality, Marketing and Information Technology departments to source diverse candidates.
We continue to enhance our training initiatives so that those with a skills gap or no prior experience can receive training enabling them to perform their job duties effectively. Further, we provide leadership and behavioral interviewing training to support investment in our top talent. We maintain recruitment opportunities on our website that also includes access to our Company’s policies and commitment statements.
Team Member Benefits, Health and Well-Being
We engage with a nationally recognized benefits consulting firm to independently evaluate the effectiveness and competitiveness of our benefits program within the industry. As an organization with a diverse workforce across our casino properties and branded taverns, we offer our team members several options for annual benefits enrollment, including enrollment by telephone, online or through an app, and we support multi-lingual options. Our comprehensive benefits program provides our team members with the flexibility to choose their preferred medical, dental and vision plans. In addition, we offer telemedicine, flexible spending and health savings accounts, life insurance and a retirement plan that provides an annual discretionary match. We also offer a variety of optional benefits to promote the health and security of our employees and their families, including disability insurance and expanded life insurance coverage, critical illness and accident insurance, legal, identity theft, auto and home insurance, and pet insurance. We view mental health services as a fundamental part of our benefits program and offer a comprehensive suite of related benefits, including online mental health counseling through our team member assistance program. Additionally, we offer extended benefits to employees with chronic health conditions through our medical and prescription provider. Services include case management and a prescription savings program. Our benefits also offer additional resources to our team members to assist them through the qualification and election process for Medicaid and Medicare.
8
Table of Contents
We continue to offer a number of on-site health services to ensure the health and well-being of our team members. Such services are offered free of charge and include, but are not limited to, dental exams, preventative care health screenings, and mental health awareness and support.
Safety, Training, Employee Retention and Development
We consider employee training, retention, and development to be an important part of our overall employee professional development policy, as such initiatives also lead to a higher level of team member engagement and job satisfaction.
In 2025, we continued to enhance our learning management system, internally branded as “GEMS,” by updating and refining our existing learning opportunities. All safety and compliance training, except certain required hands-on certifications, are part of the online curriculum. Certifications have been assigned to manage recurring safety and regulatory compliance requirements. The training catalog includes multiple courses for leadership and management processes, as well as options to improve technical skills. We have also invested in resources to make online training more accessible to our team members, which resulted in over 100,000 total training courses completed in 2025 and 90% overall compliance companywide for required trainings. A safe workplace is our paramount goal. We maintain a safe workplace environment through the implementation of suitable safety procedures by knowledgeable team members properly using appropriate tools and equipment. We host an annual company-wide safety summit to promote work safety and achieve long-term risk reduction.
In 2022, we launched our Golden Women’s Group (“GWG”), a women’s leadership development program dedicated to the workplace advancement of women. The mission of the GWG is to promote a support network among its members and to provide mentoring and professional education for established and emerging women leaders within our organization.
Our investment in our team members’ talent and ongoing development is one of the key aspects of our employee retention efforts, as we believe that creating an involved environment for our team members sets us apart from our competitors and makes us an attractive employer. We consider employee retention to be an integral part of our overall employment strategy and invest in the continuous development of our team members and their growth within the company. In 2025, we began a 12-month project to significantly upgrade our Human Capital Management (“HCM”) software from multiple disparate systems to a fully-integrated HCM solution in Workday. In 2025, we completed the design and initial testing of modules in core HR, payroll, benefits administration, recruiting, scheduling, training, and learning, talent management and timekeeping.
Employees and Collective Bargaining Agreements
As of December 31, 2025, approximately 1,350 of our approximately 4,900 employees were covered by various collective bargaining agreements.
At The STRAT, our employees are covered by three collective bargaining agreements. Our collective bargaining agreement with the International Union of Operating Engineers, Local 501, AFL-CIO expires on March 31, 2026. Our collective bargaining agreement with the Professional, Clerical and Miscellaneous Employees, Teamsters Local Union 986 (valet and warehouse) expires on August 31, 2029. Our collective bargaining agreement with the Culinary Workers Union, Local 226 and Bartenders Union, Local 165 expires on September 30, 2028.
At the Aquarius, our employees are covered by three collective bargaining agreements. Our collective bargaining agreement with the International Union of Operating Engineers, Local 501, AFL-CIO, expires on March 31, 2026. Our collective bargaining agreement with the International Union of Security, Police, and Fire Professionals of America expires on February 28, 2028. Our collective bargaining agreement with the United Steelworkers of America expires on March 31, 2026.
At the Edgewater, our collective bargaining agreement with the United Brotherhood of Carpenters and Joiners of America, Local 1780 expires on July 31, 2028.
Website and Available Information
Our website is located at www.goldenent.com. Through a link on the Investors section of our website, we make the following filings available free of charge and as soon as reasonably practicable after they are electronically filed or furnished with the SEC: our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and any amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, and the rules and regulations promulgated thereunder. Copies of these documents are also available to our shareholders upon written request to our Chief Financial Officer at 6595 S. Jones Boulevard, Las Vegas, Nevada 89118. These filings are also available free of charge on the SEC’s website at www.sec.gov.
We provide notifications of news or announcements regarding our financial performance, including investor events and press
9
Table of Contents
and earnings releases on the Investors section of our website. We also use the Investors section of our website as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the Investors section of our website, in addition to following our press releases, SEC filings and public conference calls and webcasts. The information contained on, or that may be accessed through, our website is neither incorporated by reference into nor made a part of this Annual Report.
ITEM 1A. RISK FACTORS
You should consider each of the following factors as well as the other information in this Annual Report in evaluating our business and prospects. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently consider immaterial may also materially adversely impact our business, financial condition, results of operations or prospects. If any of the following risks actually occur, our business, financial condition, results of operations or prospects could be materially harmed and the trading price of our common stock could decline. You should also refer to the other information set forth in this Annual Report, including the information in Part II, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations, as well as our consolidated financial statements and the related notes included in Part II, Item 8.
Risks Related to Our Business and Operations
The Sale Transaction remains subject to the satisfaction of certain closing conditions, including the receipt of regulatory and shareholder approvals, and any anticipated benefits from such transaction may take longer to realize than expected or may not be realized at all.
The Sale Transaction is subject to certain closing conditions, which may not be satisfied within the anticipated timeframe or at all. For example, completion of the transaction remains subject to the receipt of certain regulatory approvals. There can be no assurance that any required regulatory approvals will be obtained, and the regulatory authorities from which approvals are required may impose conditions on the consummation of the transaction or require changes to the terms of the transaction or agreements to be entered into in connection with the transaction. Such conditions or changes and the process of obtaining regulatory approvals could have the effect of delaying or impeding the completion of the transaction, which might reduce the anticipated benefits to us of the transaction or have an adverse effect on our business, financial condition and results of operations.
The completion of the Sale Transaction is also subject to the satisfaction of additional closing conditions, including, among others, (i) receipt of approval of Golden shareholders, (ii) receipt of all waivers, consents, clearances, approvals and authorizations required under applicable gaming and liquor laws, which approvals must remain in full force and effect; (iii) completion of the pre-closing restructuring in accordance with the master transaction agreement, (iv) the absence of any restraining order, injunction or other judgment, order or decree from any applicable governmental authority prohibiting the consummation of the transaction, (v) approval for listing on the New York Stock Exchange, subject to official notice of issuance, of VICI’s shares to be issued in the Sale Transaction, (vi) the accuracy of each party’s representations and warranties in the master transaction agreement, subject to applicable bring-down standards, (vii) compliance of each party with its respective covenants under the master transaction agreement, (viii) the absence of a material adverse effect on the parties to the master transaction agreement, (ix) delivery of officer certificates, and (x) receipt of a tax opinion regarding the qualification of the transaction as a reorganization under Section 368(a) of the Internal Revenue Code of 1986.
No assurance can be given that these or any other required conditions to closing will be satisfied. If the conditions precedent to the Sale Transaction are not satisfied, the Sale Transaction will not be consummated unless such conditions are validly waived. Such conditions may jeopardize or delay the completion of the transaction or may reduce the anticipated benefits of the transaction.
If the Sale Transaction is not consummated, or is not consummated on a timely basis, our business may be adversely affected and, without realizing any of the benefits of having consummated such transaction, we may be subject to additional risks, costs and expenses, including, but not limited to, the following:
•we will be required to pay our costs relating to such transaction, such as legal, accounting, financial advisory and printing fees, whether or not the transaction is consummated;
•the diversion of time and resources committed by our management to matters relating to the transaction could otherwise have been devoted to pursuing other beneficial opportunities;
10
Table of Contents
•we may be subject to negative publicity or be negatively perceived by the investment or business communities as a result of the failure to consummate the transaction;
•we would have incurred significant expenses relating to such transaction that we may be unable to recover, including termination fees if applicable; and
•we may be subject to litigation related to the failure to consummate the transactions or to perform our obligations under the respective transaction agreements.
Our business may be adversely affected by economic conditions, acts of terrorism, natural disasters, severe weather, contagious diseases and other factors affecting discretionary consumer spending, any of which could have a material adverse effect on our business.
The demand for gaming, entertainment and leisure activities is highly sensitive to downturns in the economy and the corresponding impact on discretionary consumer spending. Any actual or perceived deterioration or weakness in general, regional or local economic conditions, unemployment levels, the job or housing markets, consumer debt levels or consumer confidence, as well as any increase in gasoline prices, tax rates, interest rates, inflation rates or other adverse economic or market conditions, may lead to our customers having less discretionary income to spend on gaming, entertainment and discretionary travel, any of which may have a material adverse effect on our business, financial condition, results of operations and prospects.
Acts of terrorism, natural disasters, severe weather conditions and actual or perceived outbreaks of public health threats and pandemics, could also significantly affect demand for gaming, entertainment and leisure activities and discretionary travel, any of which could have a material adverse effect on our business, financial condition, results of operations and prospects.
Furthermore, our properties are subject to the risk that operations could be halted for a temporary or extended period of time, as a result of casualty, forces of nature, adverse weather conditions, flooding, mechanical failure, or extended or extraordinary maintenance, among other causes. If there is a prolonged disruption at any of our casino properties due to natural disasters, terrorist attacks or other catastrophic events, our business, financial condition, results of operations and prospects could be materially adversely affected. Additionally, if extreme weather adversely impacts general economic or other conditions in the areas in which our properties are located or from which we draw our patrons or prevents patrons from easily coming to our properties, our business, financial condition, results of operations and prospects could be materially adversely affected.
We face substantial competition in our business segments and may lose market share.
The casino, hotel and hospitality industry is highly competitive. Our casino properties compete with numerous casinos and casino hotels of varying quality and size in our markets. We also compete with other non-gaming resorts and vacation destinations, and other entertainment businesses. The casino entertainment business is characterized by competitors that vary considerably in their size, quality of facilities, number of operations, brand identities, marketing and growth strategies, financial strength and capabilities, level of amenities, management talent and geographic diversity. Many of our regional and national competitors have greater brand recognition and significantly greater resources than we have.
If our competitors operate more successfully than we do, if they attract customers away from us as a result of aggressive pricing and promotion, if they are more successful than us in attracting and retaining employees, if their properties are enhanced or expanded, if they operate in jurisdictions that give them operating advantages due to differences or changes in gaming regulations or taxes, or if additional hotels and casinos are established in and around our markets, we may lose market share or the ability to attract or retain employees. Furthermore, several states are currently considering legalizing casino gaming in designated areas, and Native American tribes may develop or expand gaming properties in markets located more closely to our customer base (particularly Native American casinos located in California and Arizona). The expansion of casino gaming in or near any geographic area from which we attract or expect to attract a significant number of our customers, including legalized casino gaming in neighboring states and on Native American land, could have a significant adverse effect on our business, financial condition, results of operations, and prospects.
With respect to our branded taverns, we face competition from other operators of casinos, hotels, taverns and other entertainment venues.
In addition, we face ever-increasing competition from online gaming, including mobile gaming applications for smartphones and tablet computers, state-sponsored lotteries, card clubs, sportsbook facilities, fantasy sports websites and other forms of legalized gaming. Various forms of internet gaming have been approved in Nevada, and legislation permitting internet gaming
11
Table of Contents
has been proposed by the federal government and other states. The expansion of internet gaming in Nevada and other jurisdictions could result in significant additional competition for our operations.
The casino, hotel and hospitality industry is capital intensive and we may not be able to finance development, expansion and renovation projects, which could put us at a competitive disadvantage.
Our casino and branded tavern properties have an ongoing need for renovations and other capital improvements to remain competitive, including room refurbishments, amenity upgrades and, from time to time, replacement of furniture, fixtures and equipment. We may also need to make capital expenditures to comply with applicable laws and regulations. Construction projects entail significant risks, which can substantially increase costs or delay the completion of a project. Such risks include shortages of materials or skilled labor, unforeseen engineering, environmental or geological problems, work stoppages, weather interference and unanticipated cost increases. Most of these factors are beyond our control. In addition, difficulties or delays in obtaining any of the requisite licenses, permits or authorizations from regulatory authorities can increase the cost or delay the completion of an expansion or development. Significant budget overruns or delays with respect to expansion and development projects could materially adversely affect our results of operations.
Renovations and other capital improvements of casino properties in particular require significant capital expenditures. Any such renovations and capital improvements usually generate little or no cash flow until the projects are completed. We may not be able to fund such projects solely from cash provided by operating activities. Consequently, we may have to rely upon the availability of debt or equity capital to fund renovations and capital improvements, and our ability to carry them out will be limited if we cannot obtain satisfactory debt or equity financing, which will depend on, among other things, market conditions. We cannot assure you that we will be able to obtain additional equity or debt financing on favorable terms or at all. Our failure to renovate and maintain our casino and branded tavern properties from time to time may put us at a competitive disadvantage to casinos or taverns offering more modern and better maintained facilities, which could have a material adverse effect on our business, financial condition, results of operations and prospects.
Changes to gaming tax laws could increase our cost of doing business and have a material adverse effect on our financial condition.
The gaming industry represents a significant source of tax revenue, particularly to the State of Nevada and its counties and municipalities. Gaming companies are currently subject to significant state and local taxes and fees in addition to normal federal and state corporate income taxes, and such taxes and fees are subject to increase at any time. From time to time, various federal, state and local legislators and other government officials have proposed and adopted changes in tax laws, or in the administration or interpretation of such laws, affecting the gaming industry. In addition, any worsening of economic conditions and the large number of state and local governments with significant current or projected budget deficits could intensify the efforts of state and local governments to raise revenues through increases in gaming taxes and/or property taxes. It is not possible to determine with certainty the likelihood of changes in tax laws or in the administration or interpretation of such laws. Any material increase, or the adoption of additional taxes or fees, could have a material adverse effect on our business, financial condition, results of operations and prospects.
Our business is subject to extensive gaming regulation, which is costly to comply with, and gaming authorities have significant control over our operations.
We are subject to a variety of gaming regulations in the jurisdictions in which we operate, including the extensive gaming laws and regulations of the State of Nevada. Compliance with these regulations is costly and time-consuming. Regulatory authorities at the federal, state and local levels have broad powers with respect to the regulation and licensing of casino and gaming operations and may revoke, suspend, condition or limit our gaming or other licenses, impose substantial fines on us and take other actions, any one of which could have a material adverse effect on our business, financial condition, results of operations and prospects. We cannot assure you that we will be able to obtain and maintain the gaming licenses and related approvals necessary to conduct our gaming operations. Any failure to maintain or renew our existing licenses, registrations, permits or approvals could have a material adverse effect on our business, financial condition, results of operations and prospects.
Our directors, officers and key employees are also subject to a variety of regulatory requirements and must be approved by certain gaming authorities. If any gaming authority with jurisdiction over our business were to find an officer, director or key employee of ours unsuitable for licensing or unsuitable to continue having a relationship with us, we would be required to sever our relationship with that person. Furthermore, such gaming authorities may require us to terminate the employment of any person who refuses to file appropriate applications. Either result could have a material adverse effect on our business, operations and prospects.
12
Table of Contents
Applicable gaming laws and regulations also restrict our ability to issue securities, incur debt and undertake other financing activities. Such transactions would generally require the approval of gaming authorities, and our financing counterparties, including lenders, might be subject to various licensing and related approval procedures in the various jurisdictions in which we operate gaming facilities. Further, our gaming regulators can require us to disassociate ourselves from suppliers or business partners found unsuitable by the regulators. If any gaming authorities were to find any person unsuitable with regard to his, her or its relationship to us or any of our subsidiaries, we would be required to sever our relationship with that person, which could have a material adverse effect on our business, operations and prospects.
If additional gaming regulations are adopted in a jurisdiction in which we operate, such regulations could impose restrictions on us that would prevent us from operating our business as it is currently operated, or the increased costs associated with compliance with such regulations could lower our profitability. From time to time, various proposals are introduced in the legislatures of the jurisdictions in which we have operations that, if enacted, could adversely affect the tax, regulatory, operational or other aspects of the gaming industry and our company. Any such change to the regulatory environment or the adoption of new federal, state or local government legislation could impose additional restrictions or costs or could otherwise have a material adverse effect on our business, financial condition, results of operations and prospects.
Any violation of applicable anti-money laundering laws or regulations or the Foreign Corrupt Practices Act could adversely affect our business, financial condition, results of operations and prospects.
We handle significant amounts of cash in our operations and are subject to various reporting and anti-money laundering laws and regulations. U.S. governmental authorities have evidenced an increased focus on compliance with anti-money laundering laws and regulations in the gaming industry. Any violation of anti-money laundering laws or regulations could have a material adverse effect on our business, financial condition, results of operations and prospects. Internal control policies and procedures and employee training and compliance programs that we have implemented to deter prohibited practices may not be effective in prohibiting our employees, contractors or agents from violating or circumventing our policies and the law. If we or our employees or agents fail to comply with applicable laws or our policies governing our operations, we may face investigations, prosecutions and other legal proceedings and actions that could result in civil penalties, administrative remedies and criminal sanctions. Any such government investigations, prosecutions or other legal proceedings or actions could have a material adverse effect on our business, financial condition, results of operations and prospects.
We are subject to numerous other federal, state and local laws that may expose us to liabilities or have a significant adverse impact on our operations. Changes to any such laws could have a material adverse effect on our operations and financial condition.
Our business is subject to a variety of other federal, state and local laws, rules, regulations and ordinances. These laws and regulations include but are not limited to, restrictions and conditions concerning alcoholic beverages, environmental matters, employees, currency transactions, taxation, zoning and building codes, and marketing and advertising. Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted. Changes to any of the laws, rules, regulations or ordinances to which we are subject, new laws or regulations, or material differences in interpretations by courts or governmental authorities could have a material adverse effect on our business, financial condition, results of operations and prospects.
Our operations are subject to various environmental laws and regulations relating to emissions and discharges into the environment, and the storage, handling and disposal of hazardous and non-hazardous substances and wastes. These laws and regulations are complex and subject to change, and violations can lead to significant costs for corrective action and remediation, and fines and penalties.
Under certain of these laws and regulations, a current or previous owner or operator of property may be liable for the costs of remediating contamination on its property, without regard to whether the owner or operator knew of, or caused, the presence of the contaminants, and regardless of whether the practices that resulted in the contamination were legal at the time that they occurred, as well as incur liability to third parties impacted by such contamination. The presence of contamination, or failure to remediate it properly, may adversely affect our ability to use, sell or rent property. As we acquire additional casino, resort and tavern properties, we may not know the full level of exposure that we may have undertaken despite appropriate due diligence. We endeavor to maintain compliance with environmental laws, but from time to time, current or historical operations on or adjacent to, our properties may have resulted or may result in noncompliance with environmental laws or liability for cleanup pursuant to environmental laws. In that regard, we may incur costs for cleaning up contamination relating to historical uses of certain of our properties.
Many of our employees, especially those who interact with our customers, receive a base salary or wage that is established by applicable state and federal laws that establish a minimum hourly wage that is, in turn, supplemented through tips and gratuities
13
Table of Contents
from customers. From time to time, state and federal lawmakers have increased the minimum wage. It is difficult to predict when such increases may take place. Any such change to the minimum wage could have a material adverse effect on our business, financial condition, results of operations and prospects.
Alcoholic beverage control regulations require each of our branded taverns and casino properties to apply to a state authority and, in certain locations, county or municipal authority for a license or permit to sell alcoholic beverages. In addition, each restaurant we operate must obtain a food service license from local authorities. Failure to comply with such regulations could cause our licenses to be revoked or our related business or businesses to be forced to cease operations. Moreover, state liquor laws may prevent the expansion of restaurant operations into certain markets. The loss or suspension of any liquor or food service license could have a material adverse effect on our business, financial condition, results of operations and prospects.
Our insurance coverage may not be adequate to cover all possible losses that our business could suffer. In addition, our insurance costs may increase and we may not be able to obtain the same insurance coverage in the future.
Although we have comprehensive property and liability insurance policies for our properties, with coverage features and insured limits that we believe are customary in their breadth and scope, each such policy has certain exclusions. Certain types of losses, generally of a catastrophic nature, such as earthquakes, hurricanes, floods or terrorist acts, or certain liabilities may be uninsurable or too expensive to justify obtaining insurance. Market forces beyond our control may also limit the scope of the insurance coverage we can obtain or our ability to obtain coverage at reasonable rates. As a result, we may not be successful in obtaining insurance without cost increases or decreases in coverage levels. In addition, in the event of a major casualty, the insurance coverage we carry may not be sufficient to pay the full market value or replacement cost of our lost investment or in some cases could result in certain losses being totally uninsured. As a result, we could lose some or all of the capital we have invested in a property, as well as the anticipated future revenue from the property, and we could remain obligated for debt or other financial obligations related to the property, any of which could have a material adverse effect on our business, financial condition, results of operations and prospects. In addition to the damage caused to our property by a casualty loss (such as fire, natural disasters, acts of war or terrorism), we may suffer business disruption as a result of these events or be subject to claims by third parties injured or harmed. While we carry business interruption insurance and general liability insurance, this insurance may not be adequate to cover all losses in such event.
Similarly, although we have cybersecurity insurance policies, our coverage may not be sufficient to fully cover the costs related to cyber or other security threats or disruptions. Moreover, as cybersecurity incidents increase in frequency and magnitude, we may be unable to obtain cybersecurity insurance in amounts and on terms we view as adequate for our operations.
We renew our insurance policies on an annual basis. The cost of coverage may become so high that we may need to reduce our policy limits or agree to certain exclusions from our coverage. Among other factors, it is possible that regional political tensions, homeland security concerns, other catastrophic events or any change in government legislation governing insurance coverage for acts of terrorism could materially adversely affect available insurance coverage and result in increased premiums on available coverage (which may cause us to elect to reduce our policy limits), additional exclusions from coverage or higher deductibles.
Work stoppages, labor problems and unexpected shutdowns may limit our operational flexibility and negatively impact our future profits.
As of December 31, 2025, we had approximately 1,350 employees at our casino properties covered by collective bargaining agreements, representing 28% of our total workforce. We cannot ensure that, upon the expiration of existing collective bargaining agreements, new agreements will be reached without union action or that any such new agreements will be on terms satisfactory to us. The inability to negotiate and enter into new collective bargaining agreements on favorable terms could result in an increase in our operating expenses. We cannot predict how stable our relationship with a given union is and whether we will be able to meet the union’s requirements without impacting our financial condition. Unions may also limit our flexibility in dealing with our workforce. Any renegotiation of collective bargaining and other labor agreements could significantly increase our costs for wages, healthcare, pension plans and other benefits, and could have a material adverse effect on the business of our casino properties and our financial condition, results of operations, and prospects.
We may experience attempts by labor organizations to organize certain of our non-union employees. Any work stoppage at one or more of our casino properties could cause significant disruption of our operations or require us to expend significant funds to hire replacement workers, and qualified replacement labor may not be available at reasonable costs, if at all. Strikes and work stoppages could also result in adverse media attention or otherwise discourage customers from visiting our casino properties. As a result, a strike or other work stoppage at one of our casino properties could have a material adverse effect on the business of our casino properties and our financial condition, results of operations, and prospects.
14
Table of Contents
Any unexpected shutdown of one of our casino properties could have an adverse effect on the business of our casino properties and our results of operations. There can be no assurance that we will be adequately prepared for unexpected events, including political or regulatory actions, which may lead to a temporary or permanent shutdown of any of our casino properties.
Our reputation and business could be materially harmed as a result of data breaches, data theft, unauthorized access or cybersecurity incidents.
We collect and store confidential, personal information relating to our employees, guests, and others for various business purposes, including marketing, promotional and financial purposes, as well as credit card information for processing payments. We may share confidential or personal information with vendors or other third parties. Our collection and use of personal data are governed by state and federal privacy laws and regulations. Compliance with applicable privacy laws and regulations that are subject to frequent changes may increase our operating costs and/or adversely impact our ability to market our products, properties and services to our guests.
Our success depends, in part, on the secure and uninterrupted performance of our information technology and other systems and infrastructure, including systems to maintain and transmit customers’ personal and financial information, credit card settlements, credit card funds transmissions and mailing lists. We could encounter difficulties in developing new systems, maintaining and upgrading current systems and preventing security breaches. Among other things, our systems are susceptible to outages due to fire, floods, power loss, break-ins, cybersecurity incidents, network penetration, denial of service attacks and similar events.
An increasing number of companies have experienced breaches of their security, including criminal cybersecurity incidents, some of which have involved sophisticated and highly targeted attacks on their computer networks or those of vendors and other third-party service providers. While we have and will continue to implement network security measures and data protection safeguards, our servers and other computer systems are vulnerable to viruses, malicious software, an event by a third-party in the form of a cybersecurity incident, an intrusion, hacking, break-in or theft, data privacy or security breach, employee error or malfeasance or another breach type or similar events, and our disaster plan may not account for all possible cybersecurity threat scenarios and assure the protection of information.
Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems, change frequently and often are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. For example, as previously disclosed, we were affected by a ransomware cyber-attack in 2021 that temporarily disrupted our access to certain information located on our network. The incident was considered fully remediated and we implemented a variety of measures to further enhance our cybersecurity protections and minimize the impact of any future cybersecurity incidents.
Nonetheless, if unauthorized parties gain access to our information technology and other systems, they may be able to access or misappropriate patron data, credit card information, vendor records, intellectual property, or confidential or other sensitive information (such as personally identifiable information of our customers, business partners and employees), disrupt our operations, corrupt data or computers, enable physical access to otherwise secure locations on our properties, cause a competitive disadvantage or otherwise damage our reputation and business. In the event of a breach of our information technology or other systems or other cybersecurity incident, we may incur expenses to retrieve data, could be held liable to our customers or other parties, or could be subject to regulatory or other actions for breaching privacy rules. Any compromise of our security could result in a loss of confidence in our security measures, and subject us to litigation, liability, fines and civil or criminal penalties, and negative publicity, any of which could have a material adverse effect on our business, financial condition, results of operations and prospects. Further, if we are unable to comply with applicable privacy laws and regulations (including noncompliance by third parties or vendors engaged by us) or with the security standards established by banks and the payment card industry, we may be subject to liability (including fines), expulsion from card acceptance programs, and restrictions on our use or transfer of data, any of which could materially adversely affect our operations or result in damage to our reputation and business.
Our third-party service providers may experience cybersecurity risks, similar to those mentioned above. We do not have direct control over the information systems or operations security of third parties. Unauthorized access to the information technology and other systems of vendors and other third-party service providers may have a materially adverse effect on our operations.
Our revenues may be negatively impacted by volatility in our hold percentage, and we also face the risk of fraud or cheating.
Casino revenue is recorded as the difference between gaming wins and losses or net win from gaming activities. Net win is impacted by variations in the hold percentage (the ratio of net win to total amount wagered), or actual outcome, on our slot machines, table games, and all other games we provide to our customers. We use the hold percentage as an indicator of a
15
Table of Contents
game’s performance against its expected outcome. Although each game generally performs within a defined statistical range of outcomes, actual outcomes may vary for any given period. The hold percentage and actual outcome on our games can be impacted by the level of a customer’s skill in a given game, errors made by our employees, the number of games played, faults within the computer programs that operate our slot machines and the random nature of slot payouts. If our games perform below their expected range of outcomes, our cash flow, financial condition and results of operations may suffer.
In addition, gaming customers may attempt or commit fraud or otherwise cheat in order to increase their winnings. Acts of fraud or cheating could involve the use of counterfeit chips or other tactics and could include collusion with our employees. Internal acts of cheating could also be conducted by employees through collusion with dealers, surveillance staff, floor managers or other casino or gaming area staff. Failure to discover such acts or schemes in a timely manner could result in losses in our gaming operations, which could be substantial. In addition, negative publicity related to such schemes could have an adverse effect on our reputation, thereby materially adversely affecting our business, financial condition, results of operations, and prospects.
Our business is geographically concentrated, which subjects us to greater risks from changes in local or regional conditions.
We currently operate casino properties solely in Nevada and operate our branded taverns mostly in the greater Las Vegas, Nevada metropolitan area. Due to this geographic concentration, our results of operations and financial condition are subject to greater risks from changes in local and regional conditions, such as:
•changes in local or regional economic conditions and unemployment rates;
•changes in local and state laws and regulations, including gaming laws and regulations;
•a decline in the number of residents in or near, or visitors to, our properties;
•changes in the local or regional competitive environment; and
•adverse weather conditions and natural disasters (including weather or road conditions that limit access to our properties).
Our Nevada Locals Casinos and branded taverns largely depend on the locals market for customers. Competition for local customers in Las Vegas in particular is intense. Local competitive risks and our failure to attract a sufficient number of guests, gaming customers and other visitors in these locations could adversely affect our business. In addition, the number of visitors to our Nevada casino properties may be adversely affected by increased transportation costs, the number and frequency of flights into or out of Las Vegas, and capacity constraints of the interstate highways that connect our casino properties with the metropolitan areas in which our customers reside.
As a result of the geographic concentration of our businesses, we face a greater risk of a negative impact on our business, financial condition, results of operations and prospects in the event that any of the geographic areas in which we operate is more severely impacted by any such adverse condition, as compared to other areas in the United States.
We may be subject to litigation which, even if without merit, can be expensive to defend and could expose us to significant liabilities, damage our reputation and result in substantial losses.
From time to time, we are involved in a variety of lawsuits, claims, investigations and other legal proceedings arising in the ordinary course of business, including proceedings concerning labor and employment matters, personal injury claims, breach of contract claims, commercial disputes, business practices, intellectual property, tax and other matters. Refer to “Note 13 — Commitments and Contingencies” in Part II, Item 8: Financial Statements and Supplemental Data of this Annual Report for additional information. Certain litigation claims may not be covered entirely or at all by our insurance policies, or our insurance carriers may seek to deny coverage. In addition, litigation claims can be expensive to defend and may divert our attention from the operations of our businesses. Further, litigation involving visitors to our properties, even if without merit, can attract adverse media attention.
We evaluate all litigation claims and legal proceedings to assess the likelihood of unfavorable outcomes and to estimate, if possible, the amount of potential losses. Based on these assessments and estimates, we establish reserves and/or disclose the relevant litigation claims or legal proceedings, as appropriate. These assessments and estimates are based on the information available to management at the time and involve a significant amount of management judgment. We caution you that actual outcomes or losses may differ materially from those envisioned by our current assessments and estimates. As a result, litigation can have a significant adverse effect on our businesses and, because we cannot predict the outcome of any action, it is possible that adverse judgments or settlements could have a material adverse effect on our business, financial condition, results of operations and prospects.
16
Table of Contents
We depend on a limited number of key employees who would be difficult to replace.
We depend on a limited number of key personnel to manage and operate our business, including our Chief Executive Officer, our President and Chief Financial Officer, and our Chief Operating Officer. We believe our success depends to a significant degree on our ability to attract and retain highly skilled personnel. The competition for these types of personnel is intense and we compete with other potential employers for the services of our employees. As a result, we may not succeed in hiring and retaining the executives and other employees that we need. An inability to hire quality employees or the loss of key employees could have a material adverse effect on our business, financial condition, results of operations and prospects.
We may experience seasonal fluctuations that could significantly impact our quarterly operating results.
We may experience seasonal fluctuations that could significantly impact our quarterly operating results. Our casino properties and branded taverns in Nevada have historically experienced lower revenues during the summer as a result of fewer tourists due to higher temperatures, as well as increased vacation activity by local residents. Our branded taverns typically experience higher revenues during the fall which corresponds with several professional sports seasons. While other factors like unemployment levels and market competition may either offset or magnify seasonal effects, some seasonality is likely to continue, which could result in significant fluctuation in our quarterly operating results.
We may be subject to risks arising from climate-related matters.
Most of our operations are located in areas classified as extreme weather locations, which puts our business at potential risk from natural disasters such as floods, flash floods, droughts, and high winds, which may result in sudden interruption of business operations, flight cancellations, and a reduction in customers visitation. Additionally, there is scientific research that emissions of greenhouse gases continue to alter the composition of the global atmosphere in ways that are affecting and are expected to continue affecting the global climate. The effect of climate change, including any impact of global warming, could increase the level of severity and the frequency of such extreme weather events. While we cannot predict such naturally occurring events, we maintain insurance coverage pertaining to the most common weather damage or destruction. We fully understand that such insurance coverage may not prevent or be sufficient to fully indemnify us against incurred costs directly or indirectly related to our properties being damaged or destroyed as a result of such climate events.
There can be no assurance that potential climate change effects and other extreme weather conditions that may arise will not have a material adverse effect on our business, financial condition, results of operations and prospects.
Increasing prices or shortages of energy and water may increase our cost of operations.
Our properties use significant amounts of water, electricity, natural gas and other forms of energy. Our Nevada properties are located in a desert where water is scarce, and the hot temperatures require heavy use of air conditioning. While we have not experienced any shortages of energy or water in the past, we cannot guarantee you that we will not in the future. Other states have suffered from electricity shortages. For example, California and Texas have experienced rolling blackouts due to excessive air conditioner use because of unexpectedly high temperatures in the past. We expect that potable water in Nevada will become an increasingly scarce commodity at an increasing price due to the long duration of severe drought experienced in Las Vegas and other potential causes of water shortage. Our properties are also subject to federal, state, provincial and local laws and regulations regarding water rights and changes in these laws and regulations may adversely affect our operations.
From time to time, we may make strategic acquisitions; any failure to successfully integrate our businesses and businesses we acquire could materially adversely affect our business, and we may not realize the full benefits of our strategic acquisitions.
Our ability to realize the anticipated benefits of any strategic acquisitions will depend, to a large extent, on our ability to successfully integrate our businesses with the businesses we acquire. Integrating and coordinating the operations and personnel of multiple businesses and managing the expansion in the scope of our operations and financial systems involves complex operational, technological and personnel-related challenges. The potential difficulties, and resulting costs and delays, relating to the integration of our business with our strategic acquisitions include:
•the difficulty in integrating newly acquired businesses and operations efficiently and effectively;
•the challenges in achieving strategic objectives, cost savings and other benefits expected from acquisitions;
•the diversion of management’s attention from day-to-day operations and additional demands on management relating to an increase in size or scope of our company following a significant acquisition;
17
Table of Contents
•the assimilation of employees and the integration of different business cultures and challenges in retaining key personnel;
•the need to integrate information, accounting, finance, sales, billing, payroll and regulatory compliance systems; and
•challenges in combining product offerings and sales and marketing activities.
There is no assurance that we will successfully or cost-effectively integrate our businesses with the businesses we acquire, and the costs of achieving systems integration may substantially exceed the levels originally projected. Integration of recently acquired businesses into our own operations in particular can be time consuming and present financial, managerial and operational challenges. Issues that arise during this process may divert management’s attention away from our day-to-day operations, and any difficulties encountered in the integration process could cause internal disruption in general, which could adversely impact our relationships with customers, suppliers, employees and other constituencies. Combining our different systems, technology, networks and business practices could be more difficult and time consuming than we anticipated and could result in additional unanticipated expenses. In addition, bringing the legacy systems for acquired businesses into compliance with the requirements of the Sarbanes-Oxley Act of 2002 may cause us to incur substantial additional expenses.
Risks Related to Our Indebtedness
Our indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations.
As of December 31, 2025, our senior indebtedness, excluding unamortized debt issuance costs, was $435 million, which was comprised of $390 million in principal amount of outstanding term loan borrowings under our senior secured credit facility with JPMorgan Chase Bank, N.A. (as administrative agent and collateral agent) (the “Credit Facility”) and $45 million in principal amount of outstanding borrowings under the Credit Facility’s revolving credit facility (the “Revolving Credit Facility”). Our level of debt could, among other things:
•require us to dedicate a larger portion of our cash flow from operations to the servicing and repayment of our debt, thereby reducing funds available for working capital, capital expenditures and acquisitions, and other general corporate requirements;
•limit our ability to obtain additional financing to fund future working capital, capital expenditures and other general corporate requirements;
•limit our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate;
•restrict our ability to make strategic acquisitions or dispositions or to exploit business opportunities;
•increase our vulnerability to general adverse economic and industry conditions and increases in interest rates;
•place us at a competitive disadvantage compared to our competitors that have less debt; and
•adversely affect our credit rating or the market price of our common stock.
Any of these risks could impact our ability to fund our operations or limit our ability to expand our business, which could have a material adverse effect on our business, financial condition, results of operations and prospects.
Our ability to service all of our indebtedness will depend on our future operating performance and ability to generate cash flow in the future, both of which are subject to general economic, financial, business, competitive, legislative, regulatory and other factors that are beyond our control. We cannot assure you that our business will generate sufficient cash flow from operations to enable us to pay our indebtedness, which may result in substantial liquidity problems that force us to take measures such as reducing or delaying investment and capital expenditures, disposing of material assets or operations, seeking additional debt or equity capital, or restructuring or refinancing our indebtedness. There can be no assurance that we are able to take any such measures, if necessary, on commercially reasonable terms or at all. If we cannot make scheduled payments on our debt, we will be in default and, as a result, our lenders could declare all outstanding amounts to be due and payable, terminate or suspend their commitments to loan money and foreclose against the assets securing such debt, and we could be forced into bankruptcy or liquidation, any of which could have a material adverse effect on our business, financial condition, results of operations and prospects.
Covenants in our debt instruments restrict our business and could limit our ability to implement our business plan.
Our Credit Facility contains, and any future debt instruments likely will contain, covenants that may restrict our ability to implement our business plan, finance future operations, respond to changing business and economic conditions, secure additional financing, and engage in opportunistic transactions, such as strategic acquisitions. Our Credit Facility includes
18
Table of Contents
covenants restricting, among other things, our ability to incur indebtedness, issue redeemable or preferred stock, grant liens, sell assets (including capital stock of subsidiaries), pay dividends, redeem or repurchase capital stock, enter into affiliate transactions and merge or consolidate with another person.
In addition, our Credit Facility contains a financial covenant applying a maximum net leverage ratio when borrowings under our Revolving Credit Facility exceed 30% of the total revolving commitment. Our Credit Facility is secured by liens on substantially all of our and the subsidiary guarantors’ present and future assets (subject to certain exceptions).
If we default under the Credit Facility because of a covenant breach or otherwise, all outstanding amounts thereunder could become immediately due and payable. We cannot assure you that we will be able to comply with the covenants in our Credit Facility or that any covenant violations will be waived. Any violation that is not waived could result in an event of default and, as a result, our lenders could declare all outstanding amounts to be due and payable, terminate or suspend their commitments to loan money and foreclose against the assets securing such debt, and we could be forced into bankruptcy or liquidation, any of which could have a material adverse effect on our business, financial condition, results of operations and prospects.
We may incur additional indebtedness, which could further increase the risks associated with our leverage.
We may incur significant additional indebtedness in the future, which may include financing relating to capital expenditures, potential acquisitions or business expansion, working capital or general corporate purposes. Our Credit Facility includes a $240 million Revolving Credit Facility, which had borrowing availability of $195 million at December 31, 2025. If new indebtedness is added to our current level of indebtedness, the related risks that we now face could intensify.
Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.
The borrowings under our Credit Facility are subject to variable rates of interest and expose us to interest rate risk. Increases in the interest rate generally, and particularly when coupled with any significant variable rate indebtedness, could materially adversely impact our interest expenses. As interest rates increase, our debt service obligations on the variable rate indebtedness also increase even if the amount borrowed remains the same, and our net income and cash flows, including cash available for servicing our indebtedness, will correspondingly decrease. Each quarter point change in interest rates would result in a $1.0 million change in annual interest expense on our indebtedness under our Credit Facility. We are not required to enter into interest rate swaps to hedge such indebtedness. If we decide not to enter into hedges on such indebtedness, our interest expense on such indebtedness will fluctuate based on variable interest rates. Consequently, we may have difficulties servicing such unhedged indebtedness and funding our other fixed costs, and our available cash flow for general corporate requirements may be materially adversely affected. In the future, we may enter into interest rate swaps that involve the exchange of floating for fixed-rate interest payments in order to reduce interest rate volatility. However, we may not maintain interest rate swaps with respect to all of our variable rate indebtedness, and any swaps we enter into may not fully mitigate our interest rate risk.
Risks Related to Share Ownership and Shareholder Matters
Our executive officers and directors own or control a large percentage of our common stock, which permits them to exercise significant control over us.
As of December 31, 2025, our executive officers and directors and entities affiliated with them owned, in the aggregate, approximately 27% of the outstanding shares of our common stock. Accordingly, these shareholders will be able to substantially influence all matters requiring approval by our shareholders, including the approval of mergers or other business combination transactions and the composition of our Board of Directors. This concentration of ownership may also delay, defer or even prevent a change in control of our company and would make some transactions more difficult or impossible without their support. Circumstances may arise in which the interests of these shareholders could conflict with the interests of our other shareholders.
Our shareholders are subject to extensive governmental regulation and, if a shareholder is found unsuitable by a gaming authority, that shareholder would not be able to beneficially own our common stock directly or indirectly. Our shareholders may also be required to provide information that is requested by gaming authorities and we have the right, under certain circumstances, to redeem a shareholder’s securities; we may be forced to use our cash or incur debt to fund redemption of our securities.
Gaming authorities may, in their sole and absolute discretion, require the holder of any securities issued by us to file applications, be investigated, and be found suitable to own our securities if they have reason to believe that the security ownership would be inconsistent with the declared policies of their respective states. Gaming authorities have very broad
19
Table of Contents
discretion in determining whether an applicant should be deemed suitable. Subject to certain administrative proceeding requirements, gaming authorities have the authority to deny any application or limit, condition, restrict, revoke or suspend any license, registration, finding of suitability or approval, or fine any person licensed, registered or found suitable or approved, for any cause deemed reasonable by the gaming authorities. The applicant must pay all costs of investigation incurred by the gaming authorities in conducting any such investigation. In evaluating individual applicants, gaming authorities typically consider the individual’s reputation for good character and criminal and financial history, and the character of those with whom the individual associates. If any gaming authority determines that a person is unsuitable to own our securities, then, under the applicable gaming laws and regulations, we can be sanctioned, including the loss of our privileged licenses or approvals, if, without the prior approval of the applicable gaming authority, we conduct certain business with the unsuitable person or fail to redeem the unsuitable person’s interest in our securities or take such other action with respect to the securities held by the unsuitable person as the applicable gaming authority requires.
For example, under Nevada gaming laws, each person who acquires, directly or indirectly, beneficial ownership of any voting security, or beneficial or record ownership of any non-voting security or any debt security, in a public corporation which is registered with the Nevada Gaming Commission (the “Gaming Commission”) may be required to be found suitable if the Gaming Commission has reason to believe that his or her acquisition of that ownership, or his or her continued ownership in general, would be inconsistent with the declared public policy of Nevada, in the sole discretion of the Gaming Commission. Any person required by the Gaming Commission to be found suitable shall apply for a finding of suitability within 30 days after the Gaming Commission’s request that he or she should do so and, together with his or her application for suitability, deposit with the Nevada Gaming Control Board, or the Control Board, a sum of money which, in the sole discretion of the Control Board, will be adequate to pay the anticipated costs and charges incurred in the investigation and processing of that application for suitability, and deposit such additional sums as are required by the Control Board to pay final costs and charges.
Furthermore, any person required by a gaming authority to be found suitable, who is found unsuitable by the gaming authority, may not hold directly or indirectly the beneficial ownership of any voting security or the beneficial or record ownership of any nonvoting security or any debt security of any public corporation which is registered with the gaming authority beyond the time prescribed by the gaming authority. A violation of the foregoing may constitute a criminal offense. A finding of unsuitability by a particular gaming authority impacts that person’s ability to associate or affiliate with gaming licensees in that particular jurisdiction and could impact the person’s ability to associate or affiliate with gaming licensees in other jurisdictions.
Many jurisdictions also require any person who acquires beneficial ownership of more than a certain percentage of voting securities of a gaming company and, in some jurisdictions, non-voting securities, typically 5%, to report the acquisition to gaming authorities, and gaming authorities may require such holders to apply for qualification or a finding of suitability, subject to limited exceptions for “institutional investors” that hold a company’s voting securities for investment purposes only. Under Nevada gaming laws, any person who acquires or holds more than 5% of our voting power must report the acquisition or holding to the Gaming Commission. Except for certain pension or employee benefit plans, each person who acquires or holds the beneficial ownership of any amount of any class of voting power and who has the intent to engage in any “proscribed activity” shall (a) within 2 days after possession of such intent, notify the Chair of the Nevada Board in the manner prescribed by the Chair; (b) apply to the Gaming Commission for a finding of suitability within 30 days after notifying the Chair pursuant to paragraph (a); and (c) deposit with the Nevada Board the sum of money required by the Nevada Board to pay the anticipated costs and charges incurred in the investigation and processing of the application. “Proscribed activity” means: 1. An activity that necessitates a change or amendment to our corporate charter, Bylaws, management, policies or operation of the Company; 2. An activity that materially influences or affects the affairs of the Company; or 3. Any other activity determined by the Gaming Commission to be inconsistent with holding voting securities for investment purposes. Nevada gaming regulations also require that beneficial owners of more than 10% of our voting power apply to the Gaming Commission for a finding of suitability within 30 days after the Chairman of the Nevada Board mails written notice requiring such filing. Further, an “institutional investor,” as defined in the Nevada gaming regulations, which acquires more than 10%, but not more than 25%, of our voting power may apply to the Gaming Commission for a waiver of such finding of suitability if such institutional investor holds our voting securities for investment purposes only.
Our Articles of Incorporation require our shareholders to provide information that is requested by authorities that regulate our current or proposed gaming operations. Our Articles of Incorporation also permit us to redeem the securities held by persons whose status as a security holder, in the opinion of our Board of Directors, jeopardizes our existing gaming licenses or approvals. The price paid for these securities is, in general, the average closing price for the 30 trading days prior to giving notice of redemption.
In the event a shareholder’s background or status jeopardizes our current or proposed gaming licensure, we may be required to redeem such shareholder’s securities in order to continue gaming operations or obtain a gaming license. This redemption may divert our cash resources from other productive uses and require us to obtain additional financing which, if in the form of equity
20
Table of Contents
financing, would be dilutive to our shareholders. Further, any debt financing may involve additional restrictive covenants and further leveraging of our fixed assets. The inability to obtain additional financing to redeem a disqualified shareholder’s securities may result in the loss of a current or potential gaming license.
Our stock price may continue to be volatile.
The market price of our common stock has been and is likely to continue to be, volatile. During 2025, the market price of our common stock has ranged from $20.11 to $34.09. The market price of our common stock may be significantly affected by many factors, including:
•the impact of strategic transactions, such as the Sale Transaction;
•changes in general or local economic or market conditions;
•quarterly variations in operating results;
•strategic developments by us or our competitors;
•developments in our relationships with our customers, distributors and suppliers;
•regulatory developments or any breach, revocation or loss of any gaming license;
•changes in our revenues, expense levels or profitability;
•changes in financial estimates and recommendations by securities analysts; and
•failure to meet the expectations of securities analysts.
Any of these events may cause the market price of our common stock to fall. In addition, the stock market in general has experienced significant volatility, which may adversely affect the market price of our common stock regardless of our operating performance.
Future sales of our common stock could lower our stock price and dilute existing shareholders.
We may from time to time file universal shelf registration statements for the future sale of common stock, preferred stock, debt securities and other securities, pursuant to which we may offer securities for sale from time to time. We may also issue additional shares of common stock to finance future acquisitions through the use of equity. For example, we issued approximately 0.9 million shares of our common stock in connection with our acquisition of Edgewater Gaming, LLC and Colorado Belle Gaming, LLC in January 2019, and approximately 4.0 million shares of our common stock in connection with our acquisition of American Casino and Entertainment Properties LLC in 2017. In addition, a substantial number of shares of our common stock is reserved for issuance upon the exercise of stock options and other equity awards pursuant to our employee benefit plans. We cannot predict the size of future issuances of our common stock or the effect, if any, that future sales and issuances of shares of our common stock will have on the market price of our common stock. Sales of substantial amounts of our common stock (including upon the exercise of stock options and warrants or in connection with acquisition financing), or the perception that such sales could occur, may adversely affect prevailing market prices for our common stock. In addition, these sales may be dilutive to existing shareholders.
Provisions in our Articles of Incorporation and Bylaws or our debt facilities may discourage, delay or prevent a change in control or prevent an acquisition of our business at a premium price.
Some of the provisions of our Articles of Incorporation and our Bylaws and Minnesota law could discourage, delay or prevent an acquisition of our business, even if a change in control would be beneficial to the interests of our shareholders and was made at a premium price. These provisions:
•permit our Board of Directors to increase its own size and fill the resulting vacancies;
•authorize the issuance of “blank check” preferred stock that our Board of Directors could issue to increase the number of outstanding shares to discourage a takeover attempt; and
•permit shareholder action by written consent only if the consent is signed by all shareholders entitled to notice of a meeting.
Although we have amended our Bylaws to provide that Section 302A.671 (Control Share Acquisitions) of the Minnesota Business Corporation Act does not apply to or govern us, we remain subject to 302A.673 (Business Combinations) of the Minnesota Business Corporation Act, which generally prohibits us from engaging in business combinations with any “interested” shareholder for a period of four years following the shareholder’s share acquisition date, which may discourage,
21
Table of Contents
delay or prevent a change in control of our company. In addition, our Credit Facility provides for an event of default upon the occurrence of certain specified change of control events.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 1C. CYBERSECURITY
Cybersecurity Risk Management and Strategy
Maintaining and improving our cybersecurity capabilities is a high priority for our business. We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. Our cybersecurity risk management program includes a cybersecurity incident response plan.
We design and assess our cybersecurity risk management program based on the National Institute of Standards and Technology Cybersecurity Framework. This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use industry standard frameworks as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business. Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas. We use an overall risk management process by coordinating with other departments such as human resources, legal, finance, accounting, and business operations.
As part of our cybersecurity risk management program, we regularly perform a comprehensive risk assessment to help identify material cybersecurity risks, including vulnerability analysis, industry-specific risks, and required regulatory adherence. We also use external third-party service providers, where appropriate, to assess, test or otherwise assist us with aspects of our cybersecurity program. We manage material risk from cybersecurity threats by implementing a three-year strategic plan addressing the design, implementation, monitoring, and maintenance of preventative technologies and controls related to cybersecurity. This plan is reviewed and tailored annually for any relevant changes in business operations or new initiatives. In addition, our cybersecurity risk management program includes (1) a security team principally responsible for managing our cybersecurity risk assessment processes, our security controls, our response to cybersecurity incidents, and the performance of our managed security service provider; (2) a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and (3) a third-party risk management process for service providers, suppliers and vendors. State privacy laws are continually evaluated and applied as required. In addition, the Nevada Gaming Control Board issues information technology internal control standards, which we use to evaluate our internal and external audit procedures on an annual basis.
We also maintain cybersecurity awareness and training programs through our learning management platform as well as through our internal policies and certifications, which are subject to review and oversight by our management and our Board of Directors. All newly hired team members are required to take training courses with a particular focus on the acceptable use of technology and related cybersecurity risks. E-mail phishing training and testing are performed routinely throughout the year.
Cybersecurity Governance
The Audit Committee reports to our Board of Directors regarding its activities, including those related to cybersecurity. Our Board of Directors also receives briefings from management on our cyber risk management program, including presentations on cybersecurity topics from our Chief Technology & Information Security Officer , internal security staff or external experts as part of the Board’s continuing education on topics that impact public companies.
Our management team has formed a dedicated group, including our General Counsel, Chief Technology & Information
22
Table of Contents
Security Officer, and key information technology team members from our information technology security, compliance, vendor management office and our project management office, which is responsible for assessing and managing our material risks from cybersecurity threats. This group meets on a quarterly basis to discuss the results of our cybersecurity and privacy matters and to evaluate new technologies from a security, operational, and regulatory perspective prior to their implementation. Their findings are summarized in a comprehensive report that is reviewed by our Audit Committee. Our Chief Technology & Information Security Officer has over 30 years of experience in cybersecurity related to infrastructure (on-premise and cloud based), security (managed both internally and by third-party providers), and development (agile and waterfall methodologies). Our Chief Technology & Information Security Officer is supported by a team of information security and compliance professionals and third-party partners.
ITEM 2. PROPERTIES
The location and characteristics of our properties are provided in Part I, Item 1: Business of this Annual Report.
The following table provides further information on our properties and identifies the properties subject to leases of the underlying real estate assets as of December 31, 2025:
| Name and Location | Approximate Acres | Owned | Leased | |||||||||||||||||
| Nevada Casino Resorts | ||||||||||||||||||||
| The STRAT (Las Vegas, NV) | 36 | Owned | ||||||||||||||||||
| Aquarius (Laughlin, NV) | 19 | Owned | ||||||||||||||||||
| Edgewater (Laughlin, NV) | 16 | Owned | ||||||||||||||||||
| Colorado Belle-closed (Laughlin, NV) | 22 | Owned | ||||||||||||||||||
| Nevada Locals Casinos | ||||||||||||||||||||
| Arizona Charlie’s Boulder (Las Vegas, NV) | 24 | Owned | ||||||||||||||||||
| Arizona Charlie’s Decatur (Las Vegas, NV) | 17 | Owned | ||||||||||||||||||
| Pahrump Nugget (Pahrump, NV) | 38 | Owned | ||||||||||||||||||
| Lakeside Casino & RV Park (Pahrump, NV) | 32 | Owned | ||||||||||||||||||
| Gold Town Casino (Pahrump, NV) | 9 | Leased | ||||||||||||||||||
| Nevada Taverns | ||||||||||||||||||||
| 72 branded tavern locations (Las Vegas, NV and Reno, NV) | — | Leased | ||||||||||||||||||
| Corporate and Other | ||||||||||||||||||||
| Company headquarters (Las Vegas, NV) | — | Leased | ||||||||||||||||||
| Office and warehouse (Las Vegas, NV) | — | Leased | ||||||||||||||||||
ITEM 3. LEGAL PROCEEDINGS
A discussion of our legal proceedings is contained in “Note 13 — Commitments and Contingencies” in Part II, Item 8: Financial Statements and Supplemental Data of this Annual Report.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
23
Table of Contents
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is traded on the Nasdaq Global Market under the ticker symbol “GDEN.” As of February 17, 2026, there were 237 shareholders of record of our common stock.
Dividends
Commencing in February 2024, our Board of Directors has declared a recurring quarterly cash dividend of $0.25 per share of our common stock. As of December 31, 2025, the dividends declared by our Board of Directors under this program were as follows:
| Declaration Date | Record Date | Payment Date | Amount per Share | Aggregate Amount (in thousands) | ||||||||||||||||||||||
| February 27, 2024 | March 18, 2024 | April 4, 2024 | $ | 0.25 | $ | 7,237 | ||||||||||||||||||||
| May 2, 2024 | June 14, 2024 | July 2, 2024 | 0.25 | 7,107 | ||||||||||||||||||||||
| August 6, 2024 | September 17, 2024 | October 2, 2024 | 0.25 | 6,962 | ||||||||||||||||||||||
| November 5, 2024 | December 20, 2024 | January 7, 2025 | 0.25 | 6,641 | ||||||||||||||||||||||
| February 25, 2025 | March 21, 2025 | April 2, 2025 | 0.25 | 6,631 | ||||||||||||||||||||||
| May 5, 2025 | June 25, 2025 | July 9, 2025 | 0.25 | 6,540 | ||||||||||||||||||||||
| August 5, 2025 | September 25, 2025 | October 3, 2025 | 0.25 | 6,543 | ||||||||||||||||||||||
| November 4, 2025 | December 22, 2025 | January 6, 2026 | 0.25 | 6,546 | ||||||||||||||||||||||
In addition, subsequent to our fiscal year end, on February 24, 2026, our Board of Directors authorized our next recurring quarterly cash dividend of $0.25 per share of our common stock payable on April 1, 2026 to shareholders of record as of March 18, 2026.
The payment of any cash dividends in the future will be at the discretion of our Board of Directors and will depend upon such factors as our financial condition, results of operations, capital requirements, our general business condition, restrictions under our Credit Facility and any other factors deemed relevant by our Board of Directors.
Share Repurchase Program and Issuer Purchase of Equity
From time to time, we repurchase shares of our common stock pursuant to our $100 million share repurchase program authorized by our Board of Directors on July 27, 2023, which was subsequently increased by $100 million on November 5, 2024. Share repurchases may be made from time to time in open market transactions, through block trades, pursuant to a Rule 10b5-1 trading plan or in private transactions in accordance with applicable securities laws and regulations and other legal requirements, including compliance with our finance agreements. Share repurchases may be made at management’s discretion based on market conditions and financial resources and there is no minimum number of shares that we are required to repurchase. The repurchase program may be suspended or discontinued at any time without prior notice. Refer to “Note 8 — Shareholders’ Equity and Stock Incentive Plans” in Part II, Item 8: Financial Statements and Supplemental Data of this Annual Report for additional information regarding our share repurchase program. We did not repurchase any shares of common stock under our share repurchase program during the three months ended December 31, 2025.
Stock Performance Graph
The following performance graph compares the cumulative five-year shareholders’ returns (based on the appreciation of the market price of our common stock) on an indexed basis with the Nasdaq Composite Index and the Dow Jones US Gambling index, during the five years ended December 31, 2025. The graph plots the changes in value of an initial $100 investment over the indicated time period, assuming all dividends are reinvested. The stock price performance in this graph is not necessarily indicative of future performance.
24
Table of Contents
| Cumulative Total Returns - Year Ending December 31, | ||||||||||||||||||||||||||||||||||||||
| 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | |||||||||||||||||||||||||||||||||
| Golden Entertainment, Inc. | $ | 100.00 | $ | 254.05 | $ | 188.03 | $ | 211.11 | $ | 172.40 | $ | 154.03 | ||||||||||||||||||||||||||
| NASDAQ Composite | 100.00 | 122.18 | 82.43 | 119.22 | 154.48 | 187.14 | ||||||||||||||||||||||||||||||||
| Dow Jones US Gambling | 100.00 | 87.15 | 64.91 | 84.33 | 83.74 | 80.72 | ||||||||||||||||||||||||||||||||
The performance graph and the related chart and text should not be deemed filed or incorporated by reference into any other filing by us under the Securities Act of 1933, as amended or the Exchange Act of 1934, as amended except to the extent we specifically incorporate the performance graph by reference herein.
ITEM 6. [RESERVED]
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with our consolidated financial statements and the related notes thereto and other financial information included in this Annual Report. In addition to the historical information, certain statements in this discussion are forward-looking statements based on current expectations that involve risks and uncertainties. Actual results and the timing of certain events may differ significantly from those projected in such forward-looking statements. Refer to “Forward-Looking Statements” in Part I of this Annual Report for additional information regarding forward-looking statements.
Overview
We own and operate a diversified entertainment platform, consisting of a portfolio of gaming assets that focus on casino and branded tavern operations. Our portfolio includes eight casino properties located in Nevada and 72 branded taverns targeting local patrons located primarily in the greater Las Vegas, Nevada metropolitan area.
We completed the sales of Rocky Gap on July 25, 2023 for aggregate cash consideration of $260.0 million, our distributed
25
Table of Contents
gaming operations in Montana on September 13, 2023 for cash consideration of $109.0 million plus working capital and other adjustments and net of cash transferred at closing, and our distributed gaming operations in Nevada on January 10, 2024 for cash consideration of $213.5 million plus working capital and other adjustments and net of cash transferred at closing. Prior to their sales, the results of the operations of Rocky Gap were presented in our Maryland Casino Resort reportable segment, and the results of the distributed gaming operations in Montana and Nevada were presented in our Distributed Gaming reportable segment. Refer to “Note 3 — Divestitures” and “Note 15 — Segment Information” in Part II, Item 8: Financial Statements and Supplemental Data of this Annual Report for further information.
On November 21, 2023, we acquired the operations of Lucky’s, comprised of four tavern locations in Nevada, for cash consideration of $10.0 million. On April 22, 2024, we acquired the operations of GAP, comprised of two tavern locations in Nevada, for cash consideration of $7.3 million. The acquired Lucky’s and GAP taverns have been included in our Nevada Taverns reportable segment from the date of acquisition.
On November 6, 2025, we entered into a definitive agreement to sell our operating assets to Blake Sartini and seven of our casino real estate assets to VICI. Pursuant to the agreement, Golden shareholders will receive consideration at a fixed exchange ratio of 0.902 shares of VICI common stock for the sale of the seven casino real estate assets to VICI and a cash dividend of $2.75 per share of Golden common stock to be paid to our shareholders of record as of the closing of the Sale Transaction. In conjunction with the transaction VICI will assume and repay up to $426 million of the outstanding debt under our senior secured credit facilities and will enter into a master lease agreement with a newly formed entity that will be owned and controlled by Blake Sartini. The Sale Transaction, which is expected to close in mid 2026, is subject to customary closing conditions, including the receipt of regulatory approvals and approval by a majority of Golden shareholders.
Results of Operations
As of December 31, 2025, we conducted our business through three reportable segments: Nevada Casino Resorts, Nevada Locals Casinos and Nevada Taverns.
The following discussion and analysis should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere in this Annual Report for the year ended December 31, 2025.
26
Table of Contents
| Year Ended December 31, | |||||||||||||||||
| (In thousands) | 2025 | 2024 | 2023 | ||||||||||||||
| Revenues | |||||||||||||||||
| Gaming | $ | 316,132 | $ | 319,267 | $ | 674,301 | |||||||||||
| Food and beverage | 162,936 | 171,925 | 182,408 | ||||||||||||||
| Rooms | 105,124 | 119,565 | 124,649 | ||||||||||||||
| Other | 50,719 | 56,061 | 71,791 | ||||||||||||||
| Total revenues | 634,911 | 666,818 | 1,053,149 | ||||||||||||||
| Expenses | |||||||||||||||||
| Gaming | 81,938 | 88,171 | 379,929 | ||||||||||||||
| Food and beverage | 134,018 | 138,278 | 135,373 | ||||||||||||||
| Rooms | 60,536 | 65,079 | 62,297 | ||||||||||||||
| Other operating | 17,184 | 14,363 | 22,415 | ||||||||||||||
| Selling, general and administrative | 218,464 | 225,313 | 255,565 | ||||||||||||||
| Depreciation and amortization | 90,282 | 90,034 | 88,933 | ||||||||||||||
| Loss (gain) on disposal of assets | 10,240 | (213) | (228) | ||||||||||||||
| Gain on sale of businesses | — | (69,238) | (303,179) | ||||||||||||||
| Preopening expenses | 718 | 508 | 760 | ||||||||||||||
| Impairment of assets | — | 2,399 | 12,072 | ||||||||||||||
| Total expenses | 613,380 | 554,694 | 653,937 | ||||||||||||||
| Operating income | 21,531 | 112,124 | 399,212 | ||||||||||||||
| Non-operating expense | |||||||||||||||||
| Interest expense, net | (30,665) | (34,884) | (65,515) | ||||||||||||||
| Loss on debt extinguishment and modification | — | (4,446) | (1,734) | ||||||||||||||
| Total non-operating expense, net | (30,665) | (39,330) | (67,249) | ||||||||||||||
| (Loss) income before income tax benefit (provision) | (9,134) | 72,794 | 331,963 | ||||||||||||||
| Income tax benefit (provision) | 3,091 | (22,063) | (76,207) | ||||||||||||||
| Net (loss) income | $ | (6,043) | $ | 50,731 | $ | 255,756 | |||||||||||
Year Ended December 31, 2025 Compared to Year Ended December 31, 2024
Revenues
The $31.9 million, or 5%, decrease in revenues for the year ended December 31, 2025 compared to the prior year resulted from decreases of $3.1 million, $9.0 million, $14.5 million, and $5.3 million in gaming, food and beverage, rooms, and other revenues, respectively. Lower hotel occupancy rates at our casino resort properties during the year ended December 31, 2025 compared to the prior year, as well as the impact of lower visitation rates at The STRAT tower, resulted in lower food and beverage, rooms, and other revenues. In addition, the year-over-year decrease in other revenues was attributable to certain of our taverns operating under a space lease arrangement where we received a fixed monthly rental fee recognized as other revenue during the year ended December 31, 2024. These taverns operated under a participation agreement with revenue recognized as gaming revenues during the year ended December 31, 2025. In addition, the decrease in gaming revenues for 2025 was further impacted by the exclusion of the results of our distributed gaming operations in Nevada following the date of sale on January 10, 2024.
Operating Expenses
The $12.2 million, or 4%, decrease in operating expenses for the year ended December 31, 2025 compared to the prior year resulted from decreases of $6.2 million, $4.3 million, and $4.5 million in gaming, food and beverage, and rooms operating expenses, respectively, offset by an increase of $2.8 million in other operating expenses. The increase in other operating expenses was primarily due to an increase in hosted events at the Edge Pavilion at the Edgewater. The decreases in food and beverage and rooms operating expenses were primarily driven by lower hotel occupancy rates at our casino resort properties during 2025. In addition, the decrease in gaming operating expenses was also impacted by the exclusion of the results of our distributed gaming operations in Nevada following the sale on January 10, 2024.
27
Table of Contents
Selling, General and Administrative Expenses
The $6.8 million, or 3%, decrease in selling, general and administrative (“SG&A”) expenses for the year ended December 31, 2025 compared to the prior year was primarily attributable to a decrease in payroll and related expenses as well as costs related to utilities, maintenance contracts, and advertising fees.
SG&A expenses are comprised of marketing and advertising, utilities, building rent, maintenance contracts, corporate office overhead, information technology, legal, accounting, third-party service providers, executive compensation, share-based compensation, payroll expenses and payroll taxes.
Depreciation and Amortization
Depreciation and amortization expenses for the year ended December 31, 2025 were comparable to the prior year.
Loss/Gain on Disposal of Assets
Loss on disposal of assets in the amount of $10.2 million for the year ended December 31, 2025 was primarily driven by disposal of certain assets in our Nevada Locals Casinos and Nevada Casino Resorts reportable segments. Gain on disposal of assets in the amount of $0.2 million for the year ended December 31, 2024 was primarily driven by disposal of certain assets in our Nevada Locals Casinos reportable segment.
Gain on Sale of Businesses
We had no gain on sale of businesses for the year ended December 31, 2025. The $69.2 million gain on sale of businesses for the year ended December 31, 2024 related to the sale of our distributed gaming operations in Nevada on January 10, 2024, partially offset by working capital and other adjustments recognized during the prior year.
Preopening Expenses
Preopening expenses consist of labor, food, utilities, training, initial licensing, rent and organizational costs incurred in connection with the opening of branded taverns and food and beverage and other venues within our casino properties. Preopening expenses for the year ended December 31, 2025 related to certain development projects and planned new branded tavern openings within our Nevada Taverns reportable segment. Preopening expenses for the year ended December 31, 2024 primarily related to the new branded tavern openings within our Nevada Taverns reportable segment.
Impairment of Assets
Our 2025 annual review of goodwill and indefinite-lived intangible assets for impairment indicated no impairment as of December 31, 2025. Our 2024 annual review of goodwill and indefinite-lived intangible assets for impairment resulted in a full impairment of goodwill and trade name of certain of our Nevada Locals Casinos in the amount of $2.4 million. We estimated the fair value of the goodwill and trade name using an income valuation approach with discounted cash flow models. Refer to “Note 5 — Goodwill and Intangible Assets” in Part II, Item 8: Financial Statements and Supplemental Data of this Annual Report for additional information.
Non-Operating Expense, Net
Non-operating expense, net decreased by $8.7 million, or 22%, for the year ended December 31, 2025 compared to the prior year primarily due to a $4.2 million decrease in interest expense net of interest income as a result of the reduction in the amount of debt obligations outstanding, as well as a $4.5 million decrease in loss on debt extinguishment and modification primarily due to the write-off of debt issuance costs and discounts as a result of the redemption of all of our 7.625% Senior Notes due 2026 (“2026 Unsecured Notes”) on April 15, 2024. Refer to “Note 7 — Long-Term Debt” in Part II, Item 8: Financial Statements and Supplemental Data of this Annual Report for additional information. We did not have any debt extinguishment or modification transactions for the year ended December 31, 2025 and did not incur any costs associated with any such transactions during 2025.
Income Taxes
The effective income tax rate for the year ended December 31, 2025 was 33.84%, which differed from the federal income tax rate of 21% primarily due to the increased benefit related to tax credits and excess tax benefit on stock option exercises. The effective income tax rate for the year ended December 31, 2024 was 30.31%, which differed from the federal tax rate of 21% primarily due to the tax effect of the sale of our distributed gaming operations in Nevada and the benefit recorded from the
28
Table of Contents
reduction of our uncertain tax positions payable.
Revenues, Adjusted EBITDA and Adjusted EBITDA Margin by Reportable Segment
We use Adjusted EBITDA and Adjusted EBITDA Margin to supplement our consolidated financial statements presented in accordance with United States generally accepted accounting principles (“GAAP”). Adjusted EBITDA is the primary metric used by our chief operating decision maker and investors in measuring both our past and future expectations of performance. Adjusted EBITDA and Adjusted EBITDA Margin provide useful information to the users of our financial statements by excluding specific expenses and gains that we believe are not indicative of our core operating results. Furthermore, our annual performance plan used to determine compensation for our executive officers and employees is tied to the Adjusted EBITDA metric. Both are also measures of operating performance widely used in the gaming industry. The presentation of this additional information is not meant to be considered in isolation or as a substitute for measures of financial performance prepared in accordance with GAAP. In addition, other companies in our industry may calculate Adjusted EBITDA and Adjusted EBITDA Margin differently than we do.
We define “Adjusted EBITDA” as earnings before depreciation and amortization, non-cash lease benefit or expense, share-based compensation expense, gain or loss on disposal of assets and businesses, loss on debt extinguishment and modification, preopening and related expenses, impairment of assets, interest, income taxes, and other non-cash charges that are deemed to be not indicative of our core operating results, calculated before corporate overhead. We define “Adjusted EBITDA Margin” as Adjusted EBITDA as a percentage of reportable segment revenue.
The following table presents our revenues, Adjusted EBITDA and Adjusted EBITDA Margin by reportable segment and our Corporate and Other category reconciled to total revenue and total Adjusted EBITDA along with the reconciliation of total Adjusted EBITDA to our consolidated net (loss) income:
29
Table of Contents
| Year Ended December 31, | ||||||||||||||||||||
| (In thousands) | 2025 | 2024 | 2023 | |||||||||||||||||
| Revenues | ||||||||||||||||||||
| Nevada Casino Resorts | $ | 375,641 | $ | 399,139 | $ | 413,058 | ||||||||||||||
| Nevada Locals Casinos | 150,917 | 150,972 | 157,435 | |||||||||||||||||
| Nevada Taverns | 107,199 | 109,723 | 109,215 | |||||||||||||||||
| Distributed Gaming | — | 6,019 | 320,680 | |||||||||||||||||
| Maryland Casino Resort | — | — | 43,456 | |||||||||||||||||
| Total reportable segments | 633,757 | 665,853 | 1,043,844 | |||||||||||||||||
| Corporate and Other | 1,154 | 965 | 9,305 | |||||||||||||||||
| Total revenues | $ | 634,911 | $ | 666,818 | $ | 1,053,149 | ||||||||||||||
| Adjusted EBITDA | ||||||||||||||||||||
| Nevada Casino Resorts | $ | 92,398 | $ | 103,338 | $ | 120,256 | ||||||||||||||
| Nevada Locals Casinos | 67,913 | 66,504 | 73,846 | |||||||||||||||||
| Nevada Taverns | 25,211 | 27,137 | 32,682 | |||||||||||||||||
| Distributed Gaming | — | 484 | 34,545 | |||||||||||||||||
| Maryland Casino Resort | — | — | 12,652 | |||||||||||||||||
| Total reportable segments | 185,522 | 197,463 | 273,981 | |||||||||||||||||
| Corporate and Other | (45,489) | (42,088) | (51,459) | |||||||||||||||||
| Total Adjusted EBITDA | $ | 140,033 | $ | 155,375 | $ | 222,522 | ||||||||||||||
| Adjusted EBITDA Margin by reportable segment | ||||||||||||||||||||
| Nevada Casino Resorts | 25 | % | 26 | % | 29 | % | ||||||||||||||
| Nevada Locals Casinos | 45 | % | 44 | % | 47 | % | ||||||||||||||
| Nevada Taverns | 24 | % | 25 | % | 30 | % | ||||||||||||||
| (Loss) income before income tax benefit (provision) | $ | (9,134) | $ | 72,794 | $ | 331,963 | ||||||||||||||
| Income tax benefit (provision) | 3,091 | (22,063) | (76,207) | |||||||||||||||||
| Net (loss) income | (6,043) | 50,731 | 255,756 | |||||||||||||||||
| Adjustments | ||||||||||||||||||||
| Depreciation and amortization | 90,282 | 90,034 | 88,933 | |||||||||||||||||
| Non-cash lease benefit | (402) | (380) | (15) | |||||||||||||||||
| Share-based compensation | 9,249 | 10,434 | 13,476 | |||||||||||||||||
| Loss (gain) on disposal of assets | 10,240 | (213) | (228) | |||||||||||||||||
| Gain on sale of businesses | — | (69,238) | (303,179) | |||||||||||||||||
| Loss on debt extinguishment and modification | — | 4,446 | 1,734 | |||||||||||||||||
Preopening and related expenses (1) | 718 | 508 | 760 | |||||||||||||||||
System implementation costs (2) | 638 | — | — | |||||||||||||||||
| Impairment of assets | — | 2,399 | 12,072 | |||||||||||||||||
| Other, net | 7,777 | 9,707 | 11,491 | |||||||||||||||||
| Interest expense, net | 30,665 | 34,884 | 65,515 | |||||||||||||||||
| Income tax (benefit) provision | (3,091) | 22,063 | 76,207 | |||||||||||||||||
| Adjusted EBITDA | $ | 140,033 | $ | 155,375 | $ | 222,522 | ||||||||||||||
(1)Preopening and related expenses consist of labor, food, utilities, training, initial licensing, rent and organizational costs incurred in connection with the opening of branded taverns and food and beverage and other venues within our casino properties.
(2)System implementation costs represent expenses related to the implementation of new enterprise resource planning, finance, payroll and human capital management software.
30
Table of Contents
Nevada Casino Resorts
Revenues decreased by $23.5 million, or 6%, and Adjusted EBITDA decreased by $10.9 million, or 11%, for the year ended December 31, 2025 compared to the prior year. The decrease in revenues was driven by decreases of $1.6 million, $6.0 million, $13.5 million, and $2.4 million in gaming, food and beverage, rooms and other revenues, respectively. The decreases in revenues and Adjusted EBITDA for the year ended December 31, 2025 were primarily driven by lower hotel occupancy rates and lower visitation to our properties during 2025.
Nevada Locals Casinos
While revenues remained relatively flat year-over-year, Adjusted EBITDA increased by $1.4 million, or 2%, as compared to 2024. Gaming and other revenues increased by $1.5 million and $0.5 million, respectively, offset by decreases of $1.2 million and $0.9 million in food and beverage and rooms revenues, respectively. The increase in gaming revenue for the year ended December 31, 2025 was primarily attributable to higher slot and bingo revenues. The increase in other revenues was primarily attributable to increased tenant lease revenue during 2025. The decrease in food and beverage and rooms revenues for the year ended December 31, 2025 was primarily attributable to lower hotel occupancy rates compared to the prior year. The increase in Adjusted EBITDA compared to the prior year was primarily driven by the reduction in operating expenses during the year ended December 31, 2025.
Nevada Taverns
Revenues decreased by $2.5 million, or 2%, and Adjusted EBITDA decreased by $1.9 million, or 7%, for the year ended December 31, 2025 compared to the prior year. The decrease in revenues was driven by decreases of $1.8 million and $3.6 million in food and beverage and other revenues, respectively, offset by a $2.9 million increase in gaming revenues. Our Nevada Taverns experienced slightly lower visitation during 2025, which negatively impacted our food and beverage revenues. The decrease in other revenues during 2025 reflected that certain of our taverns during the prior year operated under a space lease arrangement, where we received a fixed monthly rental fee recognized as other revenue. These taverns operated under a participation agreement with revenue recognized as gaming revenues during the year ended December 31, 2025. The decrease in Adjusted EBITDA was primarily attributable to higher labor costs and cost of goods compared to the prior year.
Adjusted EBITDA Margin
Adjusted EBITDA margins across all of our reportable segments for the year ended December 31, 2025 were relatively consistent with the Adjusted EBITDA margins for the year ended December 31, 2024.
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023
For a discussion of our results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024.
Liquidity and Capital Resources
As of December 31, 2025, we had $55.3 million in cash and cash equivalents. We believe that our cash and cash equivalents, cash flows from operations and borrowing availability under our Revolving Credit Facility will be sufficient to meet our capital requirements during the next 12 months. As of December 31, 2025, we had borrowing availability of $195.0 million under our Revolving Credit Facility (refer to “Note 7 — Long-Term Debt” in Part II, Item 8: Financial Statements and Supplemental Data of this Annual Report for additional information regarding our Revolving Credit Facility). On January 28, 2026, subsequent to our fiscal year end, we repaid $8 million of outstanding borrowings under our Revolving Credit Facility, thereby increasing the borrowing availability to $203 million as of the date of this report. Commencing in February 2024, our Board of Directors has declared a recurring quarterly cash dividend of $0.25 per share of our common stock outstanding, the first of which was paid on April 4, 2024. Refer to “Note 8 — Shareholders’ Equity and Stock Incentives Plans” in Part II, Item 8: Financial Statements and Supplemental Data of this Annual Report for further discussion on dividends.
Our operating results and performance depend significantly on national, regional and local economic conditions and their effect on consumer spending. Declines in consumer spending would cause revenues generated by our operations to be adversely affected.
To further enhance our liquidity position or to finance any future acquisition or other business investment initiatives, we may obtain additional financing, which could consist of debt, convertible debt or equity financing from public and/or private credit and capital markets.
31
Table of Contents
Cash Flows
Net cash provided by operating activities was $83.1 million, $92.3 million and $119.2 million for the years ended December 31, 2025, 2024 and 2023, respectively. The $9.2 million, or 10%, decrease in operating cash flows in 2025 compared to 2024 primarily related to a $10.0 million loss on disposal of assets.
Net cash used in investing activities was $47.4 million for the year ended December 31, 2025 primarily for capital expenditures in the Nevada Casino Resorts reportable segment. Net cash provided by investing activities was $147.2 million and $266.9 million for the years ended December 31, 2024 and 2023, respectively, due to the cash receipts of $204.4 million and $362.4 million, respectively, from the sale of our distributed gaming operations in Nevada in January 2024 and sales of Rocky Gap in July 2023 and distributed gaming operations in Montana in September 2023. Proceeds from the sales of businesses in 2024 and 2023 were offset by $49.9 million and $85.9 million in capital expenditures, respectively, primarily at The STRAT. We also acquired two GAP taverns for $7.3 million in 2024 and four Lucky’s taverns for $10.0 million in 2023.
Net cash used in financing activities was $38.1 million, $379.4 million and $330.6 million for the years ended December 31, 2025, 2024 and 2023, respectively. The $341.3 million, or 90%, decrease in net cash used in financing activities in 2025 compared to 2024 primarily related to a $276.5 million payment to redeem and repay in full our 2026 Unsecured Notes in 2024 and a $69.3 million year-over-year decrease in the aggregate amount paid for the repurchases of our common stock under our share repurchase program. The decrease in net cash used in financing activities was partially offset by a $5.0 million increase in the amount of dividends paid.
Long-Term Debt
Refer to “Note 7 — Long-Term Debt” in Part II, Item 8: Financial Statements and Supplemental Data of this Annual Report for discussion of our debt instruments.
Share Repurchase Program
Share repurchases may be made from time to time in open market transactions, block trades, pursuant to a Rule 10b5-1 trading plan or in private transactions in accordance with applicable securities laws and regulations and other legal requirements, including compliance with our finance agreements. There is no minimum number of shares that we are required to repurchase and the repurchase program may be suspended or discontinued at any time without prior notice. Refer to “Note 8 — Shareholders’ Equity and Stock Incentive Plans” in Part II, Item 8: Financial Statements and Supplemental Data and “Share Repurchase Program and Issuer Purchase of Equity” in Part II, Item 5: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities of this Annual Report for additional information regarding our share repurchase program and common stock purchases made pursuant to our share repurchase program.
Other Items Affecting Liquidity
The outcome of the following specific matters, including our commitments and contingencies, may also affect our liquidity.
Commitments, Capital Spending and Development
We perform on-going refurbishment and maintenance at our facilities, of which certain maintenance costs are capitalized if such improvement or refurbishment extends the life of the related asset, while other maintenance costs that do not so qualify are expensed as incurred. The commitment of capital and the related timing thereof are contingent upon, among other things, negotiation of final agreements and receipt of approvals from the appropriate regulatory bodies. We intend to fund such capital expenditures through our operating cash flows and Revolving Credit Facility.
Refer to “Note 13 — Commitments and Contingencies” in Part II, Item 8: Financial Statements and Supplemental Data of this Annual Report for additional information regarding commitments and contingencies that may also affect our liquidity.
Contractual Obligations
The following table summarizes our contractual obligations as of December 31, 2025:
32
Table of Contents
| 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | Total | ||||||||||||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||||||||||||||
| Term Loan B-1 | $ | 4,000 | $ | 4,000 | $ | 4,000 | $ | 4,000 | $ | 374,000 | $ | — | $ | 390,000 | ||||||||||||||||||||||||||||||
| Revolving Credit Facility | — | — | 45,000 | — | — | — | 45,000 | |||||||||||||||||||||||||||||||||||||
| Notes payable | 966 | 206 | 171 | — | — | — | 1,343 | |||||||||||||||||||||||||||||||||||||
Interest on long-term debt (1) | 26,822 | 26,552 | 24,589 | 23,193 | 9,209 | — | 110,365 | |||||||||||||||||||||||||||||||||||||
Operating leases (2) | 21,193 | 18,821 | 16,188 | 12,331 | 10,766 | 40,049 | 119,348 | |||||||||||||||||||||||||||||||||||||
Finance lease obligations (3) | 1,420 | 283 | 182 | 182 | 182 | 213 | 2,462 | |||||||||||||||||||||||||||||||||||||
Purchase obligations (4) | 1,708 | 1,744 | 1,200 | 995 | 515 | 2,219 | 8,381 | |||||||||||||||||||||||||||||||||||||
| Total contractual obligations | $ | 56,109 | $ | 51,606 | $ | 91,330 | $ | 40,701 | $ | 394,672 | $ | 42,481 | $ | 676,899 | ||||||||||||||||||||||||||||||
(1)Represents estimated interest payments on our outstanding term loan and revolver borrowings under our Credit Facility based on interest rates as of December 31, 2025 until maturity.
(2)Includes total operating lease interest obligations of $34.3 million.
(3)Includes total finance lease interest obligations of $0.1 million.
(4)Represents obligations related to license agreements.
Other Opportunities
We may investigate and pursue expansion opportunities in our existing or new markets from time to time. Such expansions will be influenced and determined by a number of factors, which may include licensing availability and approval, suitable investment opportunities and availability of acceptable financing. Investigation and pursuit of such opportunities may require us to make substantial investments or incur substantial costs, which we may fund through cash flows from operations or borrowing availability under our Revolving Credit Facility. To the extent such sources of funds are not sufficient, we may also seek to raise such additional funds through public or private equity or debt financings or from other sources. No assurance can be given that additional financing will be available or that, if available, such financing will be obtainable on terms favorable to us. Moreover, we can provide no assurances that the investigation or pursuit of an opportunity will result in a completed transaction.
Critical Accounting Policies and Estimates
Management’s discussion and analysis of our results of operations and liquidity and capital resources are based on our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the balance sheet date and reported amounts of revenue and expenses during the reporting period. The SEC has defined critical accounting policies as those that are most important to the presentation of the financial position and results of operations, and which require management to make its most difficult and subjective judgments, often as a result of the need to make estimates about matters that are inherently uncertain. We have identified our critical accounting policies that meet this definition below. Other key accounting policies that involve the use of estimates, judgments, and assumptions are discussed in “Note 2 — Summary of Significant Accounting Policies” in Part II, Item 8: Financial Statements and Supplemental Data of this Annual Report. We believe that our estimates and assumptions are reasonable, based upon information presently available; however, actual results may differ from these estimates under different assumptions or conditions.
Valuation of Goodwill and Indefinite-Lived Intangible Assets
We test our goodwill and indefinite-lived intangible assets comprised of trade names for impairment annually during the fourth quarter of each year, and whenever events or circumstances indicate that it is more likely than not that impairment may have occurred. When performing testing for impairment of goodwill for each of our reporting units, we either conduct a qualitative assessment to determine whether it is more likely than not that the asset is impaired or elect to bypass this qualitative assessment and perform a quantitative test. Under the qualitative assessment, we consider both positive and negative factors, including macroeconomic conditions, industry events, financial performance and other changes, and make a determination of whether it is more likely than not that the fair value of goodwill is less than its carrying amount. If, after assessing the qualitative factors, we determine that it is more likely than not the reporting unit is impaired, we then perform a quantitative test in which the estimated fair value of the reporting unit is compared with its carrying amount, including goodwill. We performed a quantitative assessment to determine fair value estimates of our indefinite lived trade names at each of our reporting units using the relief from royalty method under the income approach to compare to the corresponding carrying value of the trade
33
Table of Contents
names.
As of December 31, 2025 and 2024, the value of our goodwill and indefinite-lived trade names was $86.5 million and $48.0 million, respectively. As discussed in “Note 5 — Goodwill and Intangible Assets” in Part II, Item 8: Financial Statements and Supplemental Data of this Annual Report, we concluded that there was no impairment of our goodwill or intangible assets as of December 31, 2025. We recorded impairment of the trade name for certain of our Nevada Locals Casinos in the amount of $0.6 million during the year ended December 31, 2024.
The estimation of fair value for both goodwill and indefinite-lived intangible assets when used in our impairment considerations and purchase price allocations requires management to make critical estimates, judgments and assumptions, such as: the valuation methodology, the estimated future cash flows for each of our reporting units, the discount rate, future growth rates and operating margins used to calculate the present value of such cash flows, our current valuation multiple and multiples of comparable publicly traded companies, and royalty rate to be applied to valuation of our trade names. Application of alternative estimates and assumptions could produce significantly different results, especially with regards to estimated future cash flows, as they are, by their nature, subjective and actual results may differ materially from such estimates. Cash flow estimates are unpredictable and inherently uncertain because they are based on the current regulatory, political and economic climates, recent operating information and projections. Such estimates could be negatively impacted by changes in federal, state or local regulations, economic downturns, competition, events affecting various forms of travel and access to our properties, and other factors. If our estimates of future cash flows are not met or if there are changes in significant assumptions and judgments used in the estimation process, we may be required to record impairment charges in the future, whether in connection with our regular review procedures, or earlier, if an indicator of an impairment is present prior to such evaluation.
Recently Issued Accounting Pronouncements
Refer to “Note 2 — Summary of Significant Accounting Policies” in Part II, Item 8: Financial Statements and Supplemental Data of this Annual Report for information regarding recently issued accounting pronouncements.
Regulation and Taxes
Our business is subject to extensive regulation by state gaming authorities. Changes in applicable laws or regulations could have a material adverse effect on us.
The gaming industry represents a significant source of tax revenues to regulators. From time to time, various federal and state legislators and officials have proposed changes in tax law, or in the administration of such law, affecting the gaming industry. It is not possible to determine the likelihood of possible changes in tax law or in the administration of such law. Such changes, if adopted, could have a material adverse effect on our future financial position, results of operations, cash flows and prospects. Refer to the “Regulation” section included in Part I, Item 1: Business of this Annual Report for further discussion of applicable regulations.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our primary exposure to market risk is interest rate risk associated with our variable rate long-term debt. As of December 31, 2025, our variable rate long-term debt primarily comprised our indebtedness under the Credit Facility (refer to “Note 7 — Long-Term Debt” in Part II, Item 8: Financial Statements and Supplemental Data of this Annual Report).
As of December 31, 2025, we had $390 million in principal amount of outstanding Term Loan B-1 borrowings under the Credit Facility and $45 million in outstanding borrowings under our $240 million Revolving Credit Facility. Our primary interest rate under the Credit Facility is the SOFR rate plus an applicable margin. The weighted-average effective interest rate on our outstanding borrowings under the Credit Facility was 6.52% for the year ended December 31, 2025. Assuming the outstanding balance under our Credit Facility remained constant over a year, a 50 basis point increase in the applicable interest rate would increase interest incurred, prior to the effects of capitalized interest, by $2.2 million over a twelve-month period.
34
Table of Contents
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
GOLDEN ENTERTAINMENT, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Page | |||||
Report of Independent Registered Public Accounting Firm; | 36 | ||||
Report of Independent Registered Public Accounting Firm; | 39 | ||||
Consolidated Balance Sheets | 40 | ||||
Consolidated Statements of Operations | 41 | ||||
Consolidated Statements of Shareholders’ Equity | 42 | ||||
Consolidated Statements of Cash Flows | 43 | ||||
Notes to Consolidated Financial Statements | 45 | ||||
Note 1 Nature of Business and Basis of Presentation | 45 | ||||
Note 2 Summary of Significant Accounting Policies | 46 | ||||
Note 3 Divestitures | 52 | ||||
Note 4 Property and Equipment, Net | 53 | ||||
Note 5 Goodwill and Intangible Assets, Net | 53 | ||||
Note 6 Accrued Liabilities | 55 | ||||
Note 7 Long-Term Debt | 55 | ||||
Note 8 Shareholders' Equity and Stock Incentive Plans | 57 | ||||
Note 9 Income Taxes | 62 | ||||
Note 10 Employee Retirement and Benefit Plans | 65 | ||||
Note 11 Financial Instruments and Fair Value Measurements | 66 | ||||
Note 12 Leases | 67 | ||||
Note 13 Commitments and Contingencies | 69 | ||||
Note 14 Related Party Transactions | 70 | ||||
Note 15 Segment Information | 71 | ||||
Note 16 Subsequent Events | 76 | ||||
Schedule II – Valuation and Qualifying Accounts | 110 | ||||
35
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Golden Entertainment, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Golden Entertainment, Inc. and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, shareholders’ equity, and cash flows, for the two years in the period ended December 31, 2025, and the related notes and schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Intangible Assets, net — Refer to Notes 2 and 5 to the Financial Statements
Critical Audit Matter Description
The Company tests indefinite-lived intangible assets comprised of trade names for impairment annually during the fourth quarter, and whenever events or circumstances indicate that it is more likely than not that the carrying value of reporting unit’s indefinite-lived trade name exceeds its fair value. Management performed a quantitative assessment to determine the estimated fair value of indefinite-lived trade names on October 1, 2025 using an income approach by applying the relief from royalty method for each of the indefinite-lived trade names. Such estimated fair values require management to make significant assumptions and judgements in determining cash flow estimates, including growth rates, operating margins, and the selection of an appropriate royalty rate, among others, used in the valuation of indefinite lived trade names.
Given the estimated fair value of an indefinite-lived trade name within the Nevada Casino Resorts reportable segment did not significantly exceed its carrying value and had a high degree of sensitivity associated with the royalty assumption, we identified this to be a critical audit matter. Therefore, our audit procedures to evaluate the reasonableness of management’s selected royalty assumption required a higher degree of auditor judgment, increased level of audit effort, and use of more experienced audit professionals, as well as the involvement of our fair value specialists.
36
Table of Contents
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to management’s selection of royalty rate used in the determination of an indefinite-lived trade name fair value within the Nevada Casino Resorts reportable segment included the following, among others:
•We tested the effectiveness of the Company’s internal controls over management’s indefinite-lived trade name impairment evaluation, including management’s determination of royalty rate.
•We evaluated the reasonableness of the royalty rate included in management’s analysis by:
◦Obtaining the impairment analysis prepared by management on October 1, 2025 and performing a sensitivity analysis on select assumptions, including the royalty rate.
◦Conducting inquiries with management.
◦Considering the impact of changes in the competitive, regulatory, and economic environment on management’s projections.
•With the assistance of our fair value specialists, we evaluated the royalty rate selected by management by:
◦Developing a range of independent estimates and comparing those to the royalty rate selected by management.
◦Conducting an independent profit split analysis to assess the acceptability of the selected royalty rate.
/s/ Deloitte & Touche LLP
Las Vegas, Nevada
February 27, 2026
We have served as the Company’s auditor since 2024.
37
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Golden Entertainment, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited the internal control over financial reporting of Golden Entertainment, Inc. and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 27, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Las Vegas, Nevada
February 27, 2026
38
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Golden Entertainment, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of operations, shareholders’ equity and cash flows for the year ended December 31, 2023 of Golden Entertainment, Inc. (the “Company”), and the related notes and financial statement schedule listed in the Index at Item 15 (a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of the Company’s operations and its cash flows for the year ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ Ernst & Young LLP
Las Vegas, Nevada
February 29, 2024
We served as the Company’s auditor from 2018 to 2024.
39
Table of Contents
GOLDEN ENTERTAINMENT, INC.
Consolidated Balance Sheets
(In thousands, except per share data)
| December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of allowance for credit losses of $ | |||||||||||
| Prepaid expenses and other | |||||||||||
| Inventories | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Operating lease right-of-use assets, net | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Current portion of long-term debt and finance leases | $ | $ | |||||||||
| Current portion of operating leases | |||||||||||
| Accounts payable | |||||||||||
| Income tax payable | |||||||||||
| Accrued payroll and related | |||||||||||
| Accrued liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, net and non-current finance leases | |||||||||||
| Non-current operating leases | |||||||||||
| Deferred income tax liabilities | |||||||||||
| Other long-term obligations | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 13) | |||||||||||
| Shareholders’ equity | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total shareholders’ equity | |||||||||||
| Total liabilities and shareholders’ equity | $ | $ | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
40
Table of Contents
GOLDEN ENTERTAINMENT, INC.
Consolidated Statements of Operations
(In thousands, except per share data)
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Revenues | |||||||||||||||||
| Gaming | $ | $ | $ | ||||||||||||||
| Food and beverage | |||||||||||||||||
| Rooms | |||||||||||||||||
| Other | |||||||||||||||||
| Total revenues | |||||||||||||||||
| Expenses | |||||||||||||||||
| Gaming | |||||||||||||||||
| Food and beverage | |||||||||||||||||
| Rooms | |||||||||||||||||
| Other | |||||||||||||||||
| Selling, general and administrative | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Loss (gain) on disposal of assets | ( | ( | |||||||||||||||
| Gain on sale of businesses | ( | ( | |||||||||||||||
| Preopening expenses | |||||||||||||||||
| Impairment of assets | |||||||||||||||||
| Total expenses | |||||||||||||||||
| Operating income | |||||||||||||||||
| Non-operating expense | |||||||||||||||||
| Interest expense, net | ( | ( | ( | ||||||||||||||
| Loss on debt extinguishment and modification | ( | ( | |||||||||||||||
| Total non-operating expense, net | ( | ( | ( | ||||||||||||||
| (Loss) income before income tax benefit (provision) | ( | ||||||||||||||||
| Income tax benefit (provision) | ( | ( | |||||||||||||||
| Net (loss) income | $ | ( | $ | $ | |||||||||||||
| Weighted-average common shares outstanding | |||||||||||||||||
| Basic | |||||||||||||||||
| Diluted | |||||||||||||||||
| Net (loss) income per share | |||||||||||||||||
| Basic | $ | ( | $ | $ | |||||||||||||
| Diluted | $ | ( | $ | $ | |||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
41
Table of Contents
GOLDEN ENTERTAINMENT, INC.
Consolidated Statements of Shareholders’ Equity
(In thousands)
| Common stock | Additional Paid-In | (Accumulated Deficit) | Total Shareholders’ | ||||||||||||||||||||||||||
| Shares | Amount | Capital | Retained Earnings | Equity | |||||||||||||||||||||||||
| Balance, January 1, 2023 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Issuance of stock on options exercised and restricted stock units vested | — | — | |||||||||||||||||||||||||||
| Repurchases of common stock | ( | ( | — | ( | ( | ||||||||||||||||||||||||
| Share-based compensation | — | — | — | ||||||||||||||||||||||||||
| Tax benefit from share-based compensation | — | — | ( | — | ( | ||||||||||||||||||||||||
| Cash dividend paid | — | — | — | ( | ( | ||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | |||||||||||||||||||||||||
| Issuance of stock on options exercised and restricted stock units vested | — | ||||||||||||||||||||||||||||
| Repurchases of common stock | ( | ( | — | ( | ( | ||||||||||||||||||||||||
| Share-based compensation | — | — | — | ||||||||||||||||||||||||||
| Tax benefit from share-based compensation | — | — | ( | — | ( | ||||||||||||||||||||||||
| Cash dividend paid | — | — | — | ( | ( | ||||||||||||||||||||||||
| Dividend payable | — | — | — | ( | ( | ||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Issuance of stock on options exercised and restricted stock units vested | — | — | |||||||||||||||||||||||||||
| Repurchases of common stock | ( | ( | — | ( | ( | ||||||||||||||||||||||||
| Share-based compensation | — | — | — | ||||||||||||||||||||||||||
| Tax benefit from share-based compensation | — | — | ( | — | ( | ||||||||||||||||||||||||
| Cash dividend paid | — | — | — | ( | ( | ||||||||||||||||||||||||
| Dividend payable | — | — | — | ( | ( | ||||||||||||||||||||||||
| Net loss | — | — | — | ( | ( | ||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
42
Table of Contents
GOLDEN ENTERTAINMENT, INC.
Consolidated Statements of Cash Flows (In thousands)
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Cash flows from operating activities | |||||||||||||||||
| Net (loss) income | $ | ( | $ | $ | |||||||||||||
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Non-cash lease benefit | ( | ( | ( | ||||||||||||||
| Share-based compensation | |||||||||||||||||
| Amortization of debt issuance costs and discounts on debt | |||||||||||||||||
| Loss (gain) on disposal of assets | ( | ( | |||||||||||||||
| Gain on sale of businesses | ( | ( | |||||||||||||||
| Provision for credit losses | |||||||||||||||||
| Deferred income taxes | ( | ( | |||||||||||||||
| Loss on debt extinguishment and modification | |||||||||||||||||
| Impairment of assets | |||||||||||||||||
| Changes in operating assets and liabilities, net of acquisitions: | |||||||||||||||||
| Accounts receivable | ( | ( | |||||||||||||||
| Prepaid expenses, inventories and other current assets | ( | ( | |||||||||||||||
| Other assets | ( | ( | |||||||||||||||
| Accounts payable and other accrued expenses | ( | ( | |||||||||||||||
| Other liabilities | ( | ( | ( | ||||||||||||||
| Net cash provided by operating activities | |||||||||||||||||
| Cash flows from investing activities | |||||||||||||||||
| Purchase of property and equipment, net of change in construction payables | ( | ( | ( | ||||||||||||||
| Acquisition of business, net of cash acquired | ( | ( | |||||||||||||||
| Proceeds from disposal of property and equipment | |||||||||||||||||
| Proceeds from sale of businesses, net of cash sold | |||||||||||||||||
| Net cash (used in) provided by investing activities | ( | ||||||||||||||||
| Cash flows from financing activities | |||||||||||||||||
| Repayments of revolving credit facility | ( | ||||||||||||||||
| Proceeds from revolving credit facility | |||||||||||||||||
| Repayments of term loan | ( | ( | ( | ||||||||||||||
| Issuance of new term loan | |||||||||||||||||
| Repayments of senior notes | ( | ( | |||||||||||||||
| Repayments of notes payable | ( | ( | ( | ||||||||||||||
| Principal payments under finance leases | ( | ( | ( | ||||||||||||||
| Payment for debt extinguishment and modification costs | ( | ( | |||||||||||||||
| Tax withholding on share-based payments | ( | ( | ( | ||||||||||||||
| Cash dividend paid | ( | ( | ( | ||||||||||||||
| Proceeds from issuance of common stock, net of costs | |||||||||||||||||
| Proceeds from exercise of stock options | |||||||||||||||||
| Repurchases of common stock | ( | ( | ( | ||||||||||||||
| Net cash used in financing activities | ( | ( | ( | ||||||||||||||
| Change in cash and cash equivalents | ( | ( | |||||||||||||||
| Balance, beginning of period | |||||||||||||||||
| Balance, end of period | $ | $ | $ | ||||||||||||||
43
Table of Contents
GOLDEN ENTERTAINMENT, INC.
Consolidated Statements of Cash Flows – (Continued)
(In thousands)
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Cash and cash equivalents | |||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | ||||||||||||||
| Cash and cash equivalents included in assets held for sale | |||||||||||||||||
| Balance, end of period | $ | $ | $ | ||||||||||||||
| Supplemental cash flow disclosures | |||||||||||||||||
| Cash paid for interest | $ | $ | $ | ||||||||||||||
Cash paid for income taxes, net (1) | |||||||||||||||||
| Non-cash investing and financing activities | |||||||||||||||||
| Assets acquired under finance lease obligations | $ | $ | $ | ||||||||||||||
| Payables incurred for capital expenditures | |||||||||||||||||
| Notes payable incurred for capital expenditures | |||||||||||||||||
| Dividend payable | |||||||||||||||||
| Loss on debt extinguishment and modification | |||||||||||||||||
| Operating lease right-of-use assets obtained in exchange for lease obligations | |||||||||||||||||
(1) Includes refunds received from income tax authorities.
The accompanying notes are an integral part of these consolidated financial statements.
44
Table of Contents
GOLDEN ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Nature of Business and Basis of Presentation
Golden Entertainment, Inc. and its wholly-owned subsidiaries own and operate a diversified entertainment platform, consisting of a portfolio of gaming assets that focus on casino and branded tavern operations. The Company’s portfolio includes eight casino properties located in Nevada and 72 branded taverns targeting local patrons located primarily in the greater Las Vegas, Nevada metropolitan area. Unless otherwise indicated, the terms “Golden” and the “Company” refer to Golden Entertainment, Inc. together with its subsidiaries.
As of December 31, 2025, the Company conducted its business through three reportable segments: Nevada Casino Resorts, Nevada Locals Casinos and Nevada Taverns. Each reportable segment was comprised of the following properties and operations:
| Reportable Segment | Location | |||||||
| Nevada Casino Resorts | ||||||||
| The STRAT Hotel, Casino & Tower (“The STRAT”) | Las Vegas, Nevada | |||||||
| Aquarius Casino Resort (“Aquarius”) | Laughlin, Nevada | |||||||
| Edgewater Casino Resort (“Edgewater”) | Laughlin, Nevada | |||||||
| Nevada Locals Casinos | ||||||||
| Arizona Charlie’s Boulder | Las Vegas, Nevada | |||||||
| Arizona Charlie’s Decatur | Las Vegas, Nevada | |||||||
| Gold Town Casino | Pahrump, Nevada | |||||||
| Lakeside Casino & RV Park | Pahrump, Nevada | |||||||
| Pahrump Nugget Hotel Casino (“Pahrump Nugget”) | Pahrump, Nevada | |||||||
| Nevada Taverns | ||||||||
| Nevada | ||||||||
The Company completed the sales of Rocky Gap Casino Resort (“Rocky Gap”) on July 25, 2023 for aggregate cash consideration of $260.0 million, its distributed gaming operations in Montana on September 13, 2023 for cash consideration of $109.0 million plus working capital and other adjustments and net of cash transferred at closing, and its distributed gaming operations in Nevada on January 10, 2024 for cash consideration of $213.5 million plus working capital and other adjustments and net of cash transferred at closing. Prior to their sales, the results of the operations of Rocky Gap were presented in the Company’s Maryland Casino Resort reportable segment, and the results of the distributed gaming operations in Montana and Nevada were presented in the Company’s Distributed Gaming reportable segment. Refer to the discussion in “Note 3 — Divestitures” and “Note 15 — Segment Information” for further information.
On November 21, 2023, the Company acquired the operations of Lucky’s Lounge & Restaurant (“Lucky’s”), comprised of four tavern locations in Nevada, for cash consideration of $10.0 million. On April 22, 2024, the Company acquired the operations of Great American Pub (“GAP”), comprised of two tavern locations in Nevada, for cash consideration of $7.3 million. The acquired Lucky’s and GAP taverns have been included in the Company’s Nevada Taverns reportable segment from the date of acquisition.
45
Table of Contents
Note 2 – Summary of Significant Accounting Policies
Use of Estimates
Basis of Presentation
The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. Reclassifications were made to the Company’s prior period consolidated financial statements to conform to the current period presentation, where applicable. These reclassifications had no effect on previously reported net income.
Cash and Cash Equivalents
Accounts Receivable
Accounts receivable consist primarily of gaming, hotel and other receivables, net of allowance for credit losses. Accounts receivable are non-interest bearing and are initially recorded at cost. An estimated allowance for credit losses is maintained to reduce the Company’s accounts receivable to their expected net realizable value based on specific reviews of customer accounts, the age of such accounts, management’s assessment of the customer’s financial condition, historical and current collection experience and management’s expectations of future collection trends based on the current and forecasted economic and business conditions. Accounts are written off when management deems them to be uncollectible. Recoveries of accounts previously written off are recorded when received. Historically, the Company’s estimated allowance for credit losses has been consistent with such losses.
Inventories
Inventories consist primarily of food and beverage and retail items and are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out and the average cost inventory methods.
Assets Held for Sale
The Company classifies assets as held for sale when a sale is probable, is expected to be completed within one year, and the asset group meets all of the accounting criteria to be classified as held for sale. The assets and liabilities of a disposal group classified as held for sale are presented separately in the asset and liability sections, respectively, of the consolidated balance sheets. The Company presents the major classes of assets and liabilities classified as held for sale separately in the notes to the consolidated financial statements. The Company ceases recording depreciation and amortization of the long-lived assets included in the sale upon classification as held for sale. Gains or losses associated with the disposal of assets held for sale are recorded within operating expenses.
46
Table of Contents
Property and Equipment
Property and equipment is stated at cost less accumulated depreciation. Assets held under finance lease agreements are stated at the lower of the present value of the future minimum lease payments or fair value at the inception of the lease. Expenditures for major additions, renewals and improvements are capitalized while costs of routine repairs and maintenance are expensed when incurred. A significant amount of the Company’s property and equipment was acquired through business acquisitions and therefore, was initially recognized at fair value on the effective date of the applicable acquisition transaction. Depreciation of property and equipment is computed using the straight-line method over the following estimated useful lives:
| Building and improvements | |||||
| Furniture and equipment | |||||
| Leasehold improvements | |||||
The Company reviews the carrying amounts of its long-lived assets, other than goodwill and indefinite-lived intangible assets, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability is evaluated by comparing the estimated future cash flows of the asset, on an undiscounted basis, to its carrying amount. If the undiscounted estimated future cash flows exceed the carrying amount, no impairment is indicated. If the undiscounted estimated future cash flows do not exceed the carrying amount, impairment is recorded based on the difference between the asset’s estimated fair value and its carrying amount.
The estimation of fair value requires management to make critical estimates, judgments and assumptions, such as: the valuation methodology, the estimated future cash flows, the discount rate, future growth rates, operating margins and forecasted capital expenditures used to calculate the present value of such cash flows. Application of alternative estimates and assumptions could produce significantly different results, especially with regards to estimated future cash flows, as they are, by their nature, subjective and actual results may differ materially from such estimates. Cash flow estimates are unpredictable and inherently uncertain because they are based on the current regulatory, political and economic climates, recent operating information and projections. Such estimates could be negatively impacted by changes in federal, state or local regulations, economic downturns, competition, events affecting various forms of travel and access to our properties, and other factors. The Company’s long-lived asset impairment tests are performed at the reporting unit level.
Goodwill and Indefinite-Lived Intangible Assets
The Company tests its goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter of each year, and whenever events or circumstances indicate that it is more likely than not that impairment may have occurred.
The Company’s indefinite-lived intangible assets are comprised of trade names acquired in a business combination. The fair value of the Company’s trade names is estimated using the relief from royalty method under the income approach at each of the reporting units. Indefinite-lived intangible assets are not amortized unless it is determined that an asset’s useful life is no longer indefinite. The Company periodically reviews its indefinite-lived assets to determine whether events and circumstances continue to support an indefinite useful life. If an indefinite-lived intangible asset no longer has an indefinite life, the asset is tested for impairment and is subsequently accounted for as a finite-lived intangible asset.
When performing testing for impairment, the Company either conducts a qualitative assessment to determine whether it is more likely than not that the asset is impaired, or elects to bypass this qualitative assessment and perform a quantitative test. Under the qualitative assessment, the Company considers both positive and negative factors, including macroeconomic conditions, industry events, financial performance and other changes, and makes a determination of whether it is more likely than not that the fair value of goodwill is less than its carrying amount. If, after assessing the qualitative factors, the Company determines that it is more likely than not the asset is impaired, it then performs a quantitative test in which the estimated fair value of the reporting unit is compared to its carrying amount, including goodwill. Impairment testing for goodwill is performed at the reporting unit level.
When performing the quantitative test, the Company estimates the fair value of each reporting unit using the expected present value of future cash flows along with value indications based on current valuation multiples of the Company and comparable publicly traded companies. The estimation of fair value requires management to make critical estimates, judgments and assumptions, such as: the valuation methodology, the estimated future cash flows for each of the reporting units, the discount
47
Table of Contents
rate, future growth rates and operating margins used to calculate the present value of such cash flows, current valuation multiple and multiples of comparable publicly traded companies, and royalty rate to be applied to valuation of our trade names. Application of alternative estimates and assumptions could produce significantly different results, especially with regards to estimated future cash flows, as they are, by their nature, subjective and actual results may differ materially from such estimates. Cash flow estimates are unpredictable and inherently uncertain because they are based on the current regulatory, political and economic climates, recent operating information and projections. Such estimates could be negatively impacted by changes in federal, state or local regulations, economic downturns, competition, events affecting various forms of travel and access to the Company’s properties, and other factors. If the Company’s estimates of future cash flows are not met or if there are changes in significant assumptions and judgments used in the estimation process, the Company may be required to record impairment charges in the future, whether in connection with its regular review procedures, or earlier, if an indicator of an impairment is present prior to such evaluation.
Finite-Lived Intangible Assets
The Company’s finite-lived intangible assets primarily represent assets related to its player relationships and non-compete agreements that were acquired in a business combination. Finite-lived intangible assets are amortized over their estimated useful lives using the straight-line method. The Company periodically evaluates the remaining useful lives of its finite-lived intangible assets to determine whether events and circumstances warrant a revision to the remaining period of amortization.
The Company’s player relationships represent the value associated with its rated casino and branded tavern guests. The initial fair value of these intangible assets was determined using the income approach. The recoverability of the finite-lived intangible assets could be affected by, among other things, increased competition within the gaming industry, a downturn in the economy, and declines in customer spending, which could impact the expected future cash flows associated with the rated casino and branded tavern guests, declines in the number of customer visits which could impact the expected attrition rate of the rated casino and branded tavern guests, and erosion of operating margins associated with rated casino and branded tavern guests. Should events or changes in circumstances cause the carrying amount of a player relationships intangible asset to exceed its estimated fair value, the Company will recognize an impairment charge in the amount of the excess of the carrying amount over its estimated fair value.
Business Combinations
The Company allocates the business combination purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over those fair values is recorded as goodwill. The Company determines the fair value of identifiable intangible assets, such as player relationships and trade names, as well as any other significant tangible assets or liabilities. The fair value allocation methodology requires management to make assumptions and apply judgment to estimate the fair value of acquired assets and liabilities assumed. Management estimates the fair value of assets and liabilities primarily using discounted cash flows and replacement cost analysis. Provisional fair value measurements of acquired assets and liabilities assumed may be retrospectively adjusted during the measurement period. The measurement period ends once the Company is able to determine it has obtained all necessary information that existed as of the acquisition date or once the Company determines that such information is unavailable. The measurement period does not extend beyond one year from the acquisition date.
Long-Term Debt
Leases
The Company determines whether an arrangement is or contains a lease at inception or modification of a contract. An arrangement is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The right to control the use of the identified asset means the lessee has both the right to obtain substantially all economic benefits from the use of the asset and the right to direct the use of the asset.
Operating lease right-of-use (“ROU”) assets and liabilities are recognized at the commencement date for the arrangements with
48
Table of Contents
a term of 12 months or longer and are initially measured based on the present value of lease payments over the defined lease term. The measurement of the operating lease ROU assets also includes any prepaid lease payments made and is net of lease incentives. If the implicit interest rate to be applied to the determination of the present value of lease payments over the lease term is not readily determinable, the Company estimates the incremental borrowing rate based on the information available at the commencement date. The Company’s lease terms may include options to extend or terminate the lease. The Company assesses these options using a threshold of reasonably certain. For leases the Company is reasonably certain to renew, those option periods are included within the lease term and, therefore, the measurement of the ROU asset and lease liability. For operating leases, lease expense for lease payments is recognized on a straight-line basis over the lease term. For finance leases, the ROU asset depreciates on a straight-line basis over the shorter of the lease term or useful life of the ROU asset and the lease liability accretes interest based on the interest method using the discount rate determined at lease commencement.
Revenue Recognition
Revenue from contracts with customers primarily consists of casino wagers, room sales, food and beverage transactions, rental income from the Company’s retail tenants, and entertainment sales.
Casino gaming revenues are the aggregate of gaming wins and losses. The commissions rebated to premium players for cash discounts and other cash incentives to patrons related to gaming play are recorded as a reduction to casino gaming revenues. Gaming contracts include a performance obligation to honor the patron’s wager and typically include a performance obligation to provide a product or service to the patron on a complimentary basis to incentivize gaming or in exchange for points earned under the Company’s True Rewards® loyalty program.
Prior to the sale of its distributed gaming business, the Company generally entered into two types of slot placement contracts: space lease agreements and participation agreements. Under space lease agreements, the Company paid a fixed monthly rental fee for the right to install, maintain and operate its slot machines at a business location and the Company was the sole holder of the applicable gaming license that allowed it to operate such slot machines. Under these agreements, the Company recognized all gaming revenue and recorded fixed monthly rental fees as gaming expense. Under participation agreements, the business location retained a percentage of the gaming revenue generated from the Company’s slot machines, and as a result both the business location and Golden were required to hold a state issued gaming license.
Prior to the sale of its distributed gaming business, the Company concluded it maintained control of the services provided in the business directly before they are transferred to its customer and it considered its customer to be the gaming player since the Company controlled all aspects of the slot machines. The Company retained control over the slot machines placed at the business location’s premises by controlling the hold percentage, types of slot machines and games made available on such machines, physical access to the contents of the gaming devices, and the repair and servicing of the slot machines. Therefore, these agreements did not contain a lease under Accounting Standards Codification (“ASC”) 842 and were accounted for under ASC 606, Revenue from Contracts with Customers. The Company was considered to be the principal in these arrangements and recorded its share of revenue generated under participation agreements on a gross basis with the business location’s share of revenue recorded as gaming expenses. Subsequent to the sale of the Company’s distributed gaming operations in Nevada on January 10, 2024, the acquiring party owns and operates the slot machines placed at the Company’s branded taverns and remits a percentage of the net win from each location to the Company. As a result, the Company no longer acts as a principal but rather as an agent, whose performance obligation is to arrange for the provision of the specified good or service by the acquiring party. Accordingly, the Company recognizes gaming revenue from this arrangement on a net basis, which is a percentage of the net win received.
Wagering contracts that include complimentary products and services provided by the Company to incentivize gaming, such as complimentary food, beverage, rooms, entertainment, merchandise, cash back and other discretionary complimentary items, and wagering contracts that include products and services provided to a patron in exchange for points earned under the Company’s loyalty program contain more than one performance obligation. The transaction price is allocated to each performance obligation in the gaming wagering contract. The amount allocated to loyalty points earned is based on an estimate of the standalone selling price of the loyalty points, which is determined by the redemption value less an estimate for points not expected to be redeemed. The amount allocated to discretionary complimentary items is the standalone selling price of the underlying goods or services, which is determined using the retail price at which those goods or services would be sold
49
Table of Contents
separately in similar transactions. The remaining amount of the transaction price is allocated to wagering activity using the residual approach as the standalone selling price for gaming wagers is highly variable due to wide disparity of wagering options available to the Company’s patrons. The amount wagered, frequency of wagering, patron betting habits, and outcomes of the games of chance are unpredictable. As a result, no stand-alone selling price of a gaming transaction is determinable and the residual approach is utilized to represent the net revenue ascribed to the gaming wager.
For wagering contracts that include discretionary complimentary items, the Company allocates the stand-alone selling price of each product and service to the respective revenue type. Complimentary products or services provided under the Company’s control and discretion that are supplied by third parties are recorded as an operating expense in the consolidated statements of operations. For wagering contracts that include products and services provided to a patron in exchange for points earned under the Company’s loyalty program, the Company allocates the estimated stand-alone selling price of the points earned to the loyalty program liability. The loyalty program liability is a deferral of revenue until redemption occurs under ASC 606. Upon redemption of loyalty program points for Company-owned products and services, the stand-alone selling price of each product or service is allocated to the respective revenue type. For redemptions of points with third parties, the redemption amount is deducted from the loyalty program liability and paid directly to the third-party. Any discounts received by the Company from the third-party in connection with this transaction are recorded to other revenue in the Company’s consolidated statements of operations. The Company’s performance obligation related to its loyalty program is generally completed within one year, as participants’ points expire after thirteen months of no activity.
After allocation to the other revenue types for products and services provided to patrons as part of a wagering contract, the residual amount is recorded to casino gaming revenue as soon as the wager is settled. As all wagers have similar characteristics, the Company accounts for its gaming contracts collectively on a portfolio basis. Gaming contracts are typically completed daily based on the outcome of the wagering transaction and include a distinct performance obligation to provide gaming activities.
Revenue from leases is recorded to other revenue in the Company’s consolidated statements of operations and is generated from base rents through long-term leases with retail tenants. Base rent, adjusted for contractual escalations as applicable, is recognized on a straight-lined basis over the term of the related lease. Overage rent is paid by a tenant when its sales exceed an agreed upon minimum amount and is not recognized by the Company until the threshold is met.
Food, beverage, and retail revenues are recorded at the time of sale. Room revenue is recorded at the time of occupancy. Sales taxes and surcharges collected from customers and remitted to governmental authorities are presented on a net basis.
Contract and Contract Related Liabilities
The Company provides numerous products and services to its customers. There is often a timing difference between the cash payment by the customers and recognition of revenue for each of the associated performance obligations. The Company generally has three types of liabilities related to contracts with customers:
•Outstanding Chip Liability — The outstanding chip liability represents the collective amounts owed to customers in exchange for gaming chips in their possession. Outstanding chips are expected to be recognized as revenue or redeemed for cash within one year of being purchased.
•Loyalty Program — The Company offers its True Rewards loyalty program at all of its casino properties, as well as at all of its branded taverns. Members of the Company’s True Rewards loyalty program earn points based on gaming activity and food and beverage purchases at the Company’s casino properties and branded taverns. Loyalty points are redeemable for slot play, promotional table game chips, cash back, entertainment and food and beverage purchases. All points earned in the loyalty program roll up into a single account balance which is redeemable at all of our locations.
The Company records a liability based on the value of points earned, less an estimate for points not expected to be redeemed. This liability represents a deferral of revenue until such time as the participant redeems the points earned. Redemption history at the Company’s casinos and branded taverns is used to assist in the determination of the estimated accruals. Loyalty program points are expected to be redeemed and recognized as revenue within one year of being earned, since participants’ points expire after thirteen months of inactivity. The True Rewards points accruals are included in current liabilities on the Company’s consolidated balance sheets. Changes in the program, increases in membership and changes in the redemption patterns of the participants can impact this liability.
•Customer Deposits and Other — Customer deposits and other deferred revenue represent cash deposits made by customers for future non-gaming services to be provided by the Company. With the exception of tenant deposits, which are tied to the terms of the lease and typically extend beyond a year, the majority of these customer deposits and
50
Table of Contents
other deferred revenue are expected to be recognized as revenue or refunded to the customer within one year of the date the deposit was recorded.
The following table summarizes the Company’s activity for contract and contract related liabilities:
| Outstanding Chip Liability | Loyalty Program | Customer Deposits and Other | ||||||||||||||||||||||||||||||||||||
| (In thousands) | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||
| Balance at January 1 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Balance at December 31 | ||||||||||||||||||||||||||||||||||||||
| Increase (decrease) | $ | ( | $ | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||
Gaming Taxes
The Company’s casinos located in Nevada are subject to taxes based on gross gaming revenues and pay quarterly and annual fees based on the number of slot machines and table games licensed during the year. In addition, the Company’s casinos pay taxes based on gross gaming revenues and fixed quarterly and annual fees for bingo and keno at several of the Company’s properties. Prior to its sale in January 2024, the Company’s distributed gaming operations in Nevada were subject to taxes based on the Company’s share of non-restricted gross gaming revenue for those locations that had grandfathered rights to more than 15 slot machines for play, and/or annual and quarterly fees at all branded tavern and third-party distributed gaming locations. Prior to its sale in July 2023, Rocky Gap was subject to gaming taxes based on gross gaming revenues and the Company also paid an annual flat tax based on the number of table games and video lottery terminals in operation during the year. Prior to its sale in September 2023, the Company’s distributed gaming operations in Montana were subject to taxes based on the Company’s share of gross gaming revenue.
The Company records gaming taxes as gaming expenses in the consolidated statements of operations. Total gaming taxes and license expenses were $27.4 million, $27.2 million and $58.0 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Advertising Expenses
Share-Based Compensation Expense
Income Taxes
The Company is subject to income taxes in the United States. Accounting standards require the recognition of deferred tax assets, net of applicable reserves, and liabilities for the estimated future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on the income tax provision and deferred tax assets and liabilities generally is recognized in the results of operations in the period that includes the enactment date. Accounting standards also require recognition of a future tax benefit to the extent that realization of such benefit is more likely than not; otherwise, a valuation allowance is applied.
The Company’s income tax returns are subject to examination by the Internal Revenue Service and other tax authorities in the locations where it operates. The Company assesses potentially unfavorable outcomes of such examinations based on accounting standards for uncertain income taxes. The accounting standards prescribe a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements.
51
Table of Contents
Uncertain tax position accounting standards apply to all tax positions related to income taxes. These accounting standards utilize a two-step approach for evaluating tax positions. If a tax position, based on its technical merits, is deemed more likely than not to be sustained, then the tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon settlement.
The Company records estimated penalties and interest related to income tax matters, including uncertain tax positions, if any, as a component of income tax expense.
Net (Loss) Income per Share
Recent Accounting Pronouncements
Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs. While management continues to assess the possible impact of the adoption of new accounting standards and the future adoption of the new accounting standards that are not yet effective on the Company’s financial statements, management currently believes that the following new standards have or may have an impact on the Company’s consolidated financial statements and disclosures:
Accounting Standards Issued and Adopted
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The provisions of this ASU are intended to enhance the transparency and decision usefulness of income tax disclosures to address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The Company adopted this ASU for the fiscal year ended December 31, 2025 and included all required disclosures in “Note 9 — Income Taxes.”
Accounting Standards Issued But Not Yet Adopted
In November 2024, the FASB issued ASU No. 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The provisions of this ASU are intended to improve disclosures about a public entity’s expenses by providing additional information about specific expense categories in the notes to the financial statements. The standard is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027 with early adoption permitted. Further, in January 2025, the FASB issued ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) - Clarifying the Effective Date, intended to clarify interim reporting requirements for non-calendar year-end entities. The Company does not expect the impact of the adoption of these ASUs to be material to its financial statements or disclosures.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350.40): Targeted Improvements to the Accounting for Internal-Use Software. The provisions of this ASU are intended to improve the current guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods, including methods that entities may use to develop software in the future. The standard is effective for fiscal years beginning after December 15, 2027 and interim reporting periods within those fiscal years with early adoption permitted. The Company does not expect the impact of the adoption of this ASU to be material to its financial statements or disclosures.
Management does not believe that any other recently issued accounting standards that are not yet effective are likely to have a material impact on the Company’s financial statements.
Note 3 – Divestitures
As discussed in “Note 1 — Nature of Business and Basis of Presentation,” the Company completed the sales of Rocky Gap and
52
Table of Contents
its distributed gaming operations in Montana and Nevada on July 25, 2023, September 13, 2023 and January 10, 2024, respectively.
Historically, the operations of Rocky Gap were presented in the Company’s Maryland Casino Resort reportable segment. Following the announcement of the Rocky Gap sale on August 25, 2022, the Company incurred approximately $8.5 million in transaction costs in 2023. The results of the distributed gaming operations in Montana were combined with the results of the distributed gaming operations in Nevada and had historically been presented in the Company’s Distributed Gaming reportable segment. Since the announcement of the distributed gaming operations sale on March 3, 2023, the Company incurred $0.8 million and $2.7 million in transaction costs related to the sales of the distributed gaming operations in Montana and Nevada, respectively. Transaction costs on the sale of the distributed gaming operations in Montana were incurred in 2023. Of the $2.7 million in transaction costs related to the sale of the distributed gaming operations in Nevada, $0.4 million was incurred in 2023 with the remaining $2.3 million incurred in 2024.
The Company classifies assets as held for sale when a sale is probable, is expected to be completed within one year, and the asset group meets all of the accounting criteria to be classified as held for sale. Gains or losses associated with the disposal of assets held for sale are recorded within operating expenses, and the Company ceases recording depreciation and amortization of the long-lived assets included in the sale from the date of execution of the definitive agreement for the sale.
The following table presents the revenues and pretax income generated by Rocky Gap and the Company’s distributed gaming operations in Montana and Nevada, which were previously classified as held for sale and subsequently divested on July 25, 2023, September 13, 2023 and January 10, 2024, respectively:
| Year Ended December 31, | ||||||||||||||
| (In thousands) | 2024 | 2023 | ||||||||||||
| Maryland Casino Resort | ||||||||||||||
| Revenues | $ | $ | ||||||||||||
| Pretax income | ||||||||||||||
| Distributed Gaming - Montana | ||||||||||||||
| Revenues | $ | $ | ||||||||||||
| Pretax income | ||||||||||||||
| Distributed Gaming - Nevada | ||||||||||||||
| Revenues | $ | $ | ||||||||||||
| Pretax income | ||||||||||||||
Note 4 – Property and Equipment, Net
Property and equipment, net, consisted of the following:
| December 31, | |||||||||||
| (In thousands) | 2025 | 2024 | |||||||||
| Land | $ | $ | |||||||||
| Building and improvements | |||||||||||
| Furniture and equipment | |||||||||||
| Construction in process | |||||||||||
| Property and equipment | |||||||||||
| Accumulated depreciation | ( | ( | |||||||||
| Property and equipment, net | $ | $ | |||||||||
Depreciation expense for property and equipment, including finance leases, totaled $87.6 86.5 million for the year ended December 31, 2023.
The Company concluded that there was no
Note 5 – Goodwill and Intangible Assets, Net
The Company tests goodwill, and indefinite-lived intangible assets comprised of trade names for impairment annually during
53
Table of Contents
the fourth quarter of each year, and whenever events or circumstances indicate that it is more likely than not that the carrying value of a reporting unit exceeds its fair value. Finite-lived intangible assets are evaluated for potential impairment whenever there is an indicator that the carrying value of an asset group may not be recoverable. Refer to “Note 2 — Summary of Significant Accounting Policies” for further information on the Company’s accounting policies related to its goodwill and intangible assets.
The estimated fair value of goodwill for the years ended December 31, 2025 and 2024 was determined using an income valuation approach utilizing discounted cash flow models. The income valuation approach conducted in 2025 utilized the following Level 3 inputs: discount rates of 9.0 %-10.5 % and long-term revenue growth rate of 2.5 %. The income valuation approach conducted in 2024 utilized a discount rate of 13.5 %-14.5 % and long-term revenue growth rate of 2.5 %.
The estimated fair value of indefinite-lived intangible assets for the years ended December 31, 2025 and 2024 was determined using an income approach by applying the relief from royalty method using Level 3 inputs. The Company utilized royalty rates of 0.75 % to 2.0 % in 2025 and 1.0 % to 2.0 % in 2024 and the same discount rate and long-term revenue growth rate assumptions as the rates applied to valuation of goodwill.
The Company’s 2025 annual review of goodwill and intangible assets for impairment indicated no 1.8 million and $, respectively.
The following table summarizes goodwill balances by reportable segment:
| (In thousands) | Nevada Casino Resorts | Nevada Locals Casinos | Nevada Taverns | Total Goodwill | ||||||||||||||||||||||
| Balance, January 1, 2024 | $ | $ | $ | $ | ||||||||||||||||||||||
Goodwill acquired during the year (1) | ||||||||||||||||||||||||||
| ( | ( | |||||||||||||||||||||||||
| Balance, December 31, 2024 and 2025 | $ | $ | $ | $ | ||||||||||||||||||||||
(1) Related to the acquisition of GAP taverns completed in 2024 discussed in “Note 1 — Nature of Business and Basis of Presentation.”
Intangible assets, net, consisted of the following:
| December 31, 2025 | ||||||||||||||||||||||||||||||||
| (In thousands) | Useful Life (Years) | Gross Carrying Value | Cumulative Amortization | Cumulative Impairment | Intangible Assets, Net | |||||||||||||||||||||||||||
| Indefinite-lived intangible assets | ||||||||||||||||||||||||||||||||
| Trade names | Indefinite | $ | $ | — | $ | ( | $ | |||||||||||||||||||||||||
| — | ( | |||||||||||||||||||||||||||||||
| Amortizing intangible assets | ||||||||||||||||||||||||||||||||
| Player relationships | ( | — | ||||||||||||||||||||||||||||||
| Non-compete agreements | ( | — | ||||||||||||||||||||||||||||||
| ( | — | |||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||
54
Table of Contents
| December 31, 2024 | ||||||||||||||||||||||||||||||||
| (In thousands) | Useful Life (Years) | Gross Carrying Value | Cumulative Amortization | Cumulative Impairment | Intangible Assets, Net | |||||||||||||||||||||||||||
| Indefinite-lived intangible assets | ||||||||||||||||||||||||||||||||
| Trade names | Indefinite | $ | $ | — | $ | ( | $ | |||||||||||||||||||||||||
| — | ( | |||||||||||||||||||||||||||||||
| Amortizing intangible assets | ||||||||||||||||||||||||||||||||
| Player relationships | ( | — | ||||||||||||||||||||||||||||||
| Non-compete agreements | ( | — | ||||||||||||||||||||||||||||||
| ( | — | |||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||
Total amortization expense related to intangible assets was $2.7 million for the year ended December 31, 2025 and $2.4 Estimated future amortization expense related to intangible assets is as follows:
| (In thousands) | 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | Total (1) | |||||||||||||||||||||||||||||||||||||
| Estimated amortization expense | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
(1) The Company did not have intangible assets that were not placed in service as of December 31, 2025.
Note 6 – Accrued Liabilities
Accrued liabilities consisted of the following:
| December 31, | |||||||||||
| (In thousands) | 2025 | 2024 | |||||||||
| Gaming liabilities | $ | $ | |||||||||
| Dividend payable | |||||||||||
| Accrued taxes, other than income taxes | |||||||||||
| Other accrued liabilities | |||||||||||
| Deferred revenue | |||||||||||
| Deposits | |||||||||||
| Total current accrued liabilities | $ | $ | |||||||||
Note 7 – Long-Term Debt
Long-term debt, net, consisted of the following:
| December 31, | |||||||||||
| (In thousands) | 2025 | 2024 | |||||||||
| Term Loan B-1 | $ | $ | |||||||||
| Revolving Credit Facility | |||||||||||
| Finance lease liabilities | |||||||||||
| Notes payable | |||||||||||
| Total long-term debt and finance leases | |||||||||||
| Unamortized discount | ( | ( | |||||||||
| Unamortized debt issuance costs | ( | ( | |||||||||
| Total long-term debt and finance leases after debt issuance costs and discount | |||||||||||
| Current portion of long-term debt and finance leases | ( | ( | |||||||||
| Long-term debt, net and finance leases | $ | $ | |||||||||
55
Table of Contents
Senior Secured Credit Facility
The Company’s senior secured credit facility with JPMorgan Chase Bank, N.A. (as administrative agent and collateral agent) (the “Credit Facility”) is comprised of a $400 million term loan B-1 facility (the “Term Loan B-1”) and a $240 million revolving credit facility (the “Revolving Credit Facility”). As of December 31, 2025, the Company had $390 million in principal amount of outstanding Term Loan B-1 borrowings under the Credit Facility, no outstanding letters of credit and $45 million in outstanding borrowings under the Revolving Credit Facility, such that the remaining borrowing availability under the Revolving Credit Facility as of December 31, 2025 was $195 million. The maturity dates of the Revolving Credit Facility and the Term Loan B-1 are May 26, 2028 and May 26, 2030, respectively. On January 28, 2026, subsequent to the Company’s fiscal year end, the Company repaid $8 million of outstanding borrowings under its Revolving Credit Facility, thereby increasing the borrowing availability to $203 million as of the date of this report.
Interest and Fees
On May 29, 2024, the Company modified the terms of the Credit Facility to reduce the interest rate margins applicable to borrowings under the Term Loan B-1. Under the amended Credit Facility, the Term Loan B-1 bears interest, at the Company’s option, at either (1) a base rate determined pursuant to customary market terms (subject to a floor of 1.50 %), plus a margin of 1.25 %, or (2) the Term SOFR rate for the applicable interest period (subject to a floor of 0.50 %), plus a margin of 2.25 %. The Company incurred $0.9 million in fees and recorded a loss on debt modification of less than $0.1 million for the debt issuance costs and discount related to the Term Loan B-1 as a result of this modification of the Credit Facility. The modification did not amend the terms of the Revolving Credit Facility.
Borrowings under the Revolving Credit Facility bear interest, at the Company’s option, at either (1) a base rate determined pursuant to customary market terms (subject to a floor of 1.00 %), plus a margin ranging from 1.00 % to 1.50 % based on the Company’s net leverage ratio, or (2) the Term SOFR rate for the applicable interest period plus a credit spread adjustment of 0.10 %, plus a margin ranging from 2.00 % to 2.50 % based on the Company’s net leverage ratio.
The weighted-average effective interest rate on the Company’s outstanding borrowings under the Credit Facility was 6.52 % for the year ended December 31, 2025.
Mandatory and Optional Prepayments and Related Loss on Debt Extinguishment and Modification
The Term Loan B-1 is repayable in 27 quarterly installments of $1 million each, which commenced in September 2023, followed by a final installment of $373 million due at maturity.
Guarantees and Collateral
Borrowings under the Credit Facility are guaranteed by each of the Company’s existing and future wholly-owned domestic subsidiaries (other than certain insignificant or unrestricted subsidiaries) and are secured by substantially all of the present and future assets of the Company and its subsidiary guarantors (subject to of certain exceptions).
Financial and Other Covenants
Under the Credit Facility, the Company and its restricted subsidiaries are subject to certain limitations, including limitations on their respective ability to: incur additional debt, grant liens, sell assets, make certain investments, pay dividends and make certain other restricted payments. In addition, the Company will be required to pay down the Term Loan B-1 under the Credit Facility in certain circumstances if the Company or its restricted subsidiaries issue debt, sell assets, receive certain extraordinary receipts or generate excess cash flow (subject to exceptions). The Credit Facility contains a financial covenant regarding a maximum net leverage ratio that applies when borrowings under the Revolving Credit Facility exceed 30 % of the total revolving commitment. The Credit Facility also prohibits the occurrence of a change of control, which includes the acquisition of beneficial ownership of 50 % or more of the Company’s capital stock (other than by certain permitted holders, which include, among others, Blake L. Sartini and certain affiliated entities). If the Company defaults under the Credit Facility due to a covenant breach or otherwise, the lenders may be entitled to, among other things, require the immediate repayment of all outstanding amounts and sell the Company’s assets to satisfy the obligations thereunder. The Company was in compliance with its financial covenants under the Credit Facility as of December 31, 2025.
Senior Unsecured Notes
On April 15, 2019, the Company issued $375 million in principal amount of 7.625 % Senior Notes due 2026 (“2026 Unsecured Notes”) in a private placement to institutional buyers at face value. The 2026 Unsecured Notes bore interest at 7.625 %, payable semi-annually on April 15th and October 15th of each year. On April 15, 2024, the Company redeemed and repaid in full all of
56
Table of Contents
its 2026 Unsecured Notes for an aggregate amount equal to $287.0 million, consisting of $276.5 million in principal and $10.5 million in accrued and unpaid interest, and discharged all of the Company’s obligations under the indenture governing the 2026 Unsecured Notes. The Company recorded a $4.4 million loss on debt extinguishment primarily related to the debt issuance costs and discount written off upon the redemption of the 2026 Unsecured Notes.
Scheduled Principal Payments of Long-Term Debt
The scheduled principal payments due on long-term debt are as follows (in thousands):
| Year Ending December 31, | Amount | ||||
| 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total outstanding principal of long-term debt | $ | ||||
Note 8 – Shareholders’ Equity and Stock Incentive Plans
Share Repurchase Program
From time to time, the Company repurchases shares of its common stock pursuant to the $100 million share repurchase program authorized by the Company’s Board of Directors on July 27, 2023, which was subsequently increased by $100 million on November 5, 2024. Share repurchases may be made from time to time in open market transactions, through block trades, pursuant to a Rule 10b5-1 trading plan or in private transactions in accordance with applicable securities laws and regulations and other legal requirements, including compliance with the Company’s finance agreements. Share repurchases may be made at management’s discretion based on market conditions and financial resources and there is no minimum number of shares that the Company is required to repurchase. The repurchase program may be suspended or discontinued at any time without prior notice. As of December 31, 2025, the Company had $77.2 million of remaining share repurchase availability under its share repurchase program.
The following table includes the Company’s share repurchase activity for the years ended December 31, 2025, 2024 and 2023, respectively:
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| (In thousands, except per share data) | |||||||||||||||||
Shares repurchased (1)(2) | |||||||||||||||||
| Total cost, including brokerage fees and excise tax on repurchases | $ | $ | $ | ||||||||||||||
Average repurchase price per share (3)(4) | $ | $ | $ | ||||||||||||||
(1)All repurchased shares were retired and constitute authorized but unissued shares. Shares repurchased to settle employee tax withholding related to the vesting of RSUs or exercise of options are not included in the table above.
(2)Of the shares repurchased in 2024, 949,729 were repurchased pursuant to a Rule 10b5-1 trading plan.
(3)Figures in the table may not recalculate exactly due to rounding. Average repurchase price per share is calculated based on unrounded numbers.
(4)Average repurchase price per share includes broker commissions but excludes our liability under the 1% excise tax on the net amount of our share repurchases required by the Inflation Reduction Act of 2022.
Stock Incentive Plans
On August 27, 2015, the Company’s Board of Directors approved the Golden Entertainment, Inc. 2015 Incentive Award Plan (the “2015 Plan”), which was approved by the Company’s shareholders at the Company’s 2016 annual meeting. The 2015 Plan authorized the issuance of stock options, restricted stock, restricted stock units, dividend equivalents, stock payment awards, stock appreciation rights, performance bonus awards and other incentive awards. The 2015 Plan authorized the grant of awards to employees, non-employee directors and consultants of the Company and its subsidiaries. Options generally have a ten-year
57
Table of Contents
term. Except as provided in any employment agreement between the Company and the employee, if an employee is terminated, any unvested options will be forfeited.
The maximum number of shares of the Company’s common stock for which grants may be made under the 2015 Plan is 2.25 million shares, plus an annual increase on January 1st of each year during the ten-year term of the 2015 Plan equal to the lesser of 1.8 million shares, 4 % of the total shares of the Company’s common stock outstanding (on an as-converted basis), or such smaller amount as may be determined by the Board of Directors at its sole discretion. The annual increase on January 1, 2025 was 1.1 million shares. In addition, the maximum aggregate number of shares of common stock that may be subject to awards granted to any one participant during a calendar year is 2.0 million shares.
On February 25, 2025, the Company’s Board of Directors approved the amendment and restatement of the 2015 Plan, which amendment and restatement (the “Restated 2015 Plan”) was subsequently approved by the Company’s shareholders at the Company’s annual meeting held on May 22, 2025. Among other matters, the Restated 2015 Plan eliminated the annual evergreen increase provision, limited the share reserve to the number of shares available under the Restated 2015 Plan, removed the fixed term and certain 162(m) related provisions, and limited payment on dividends and dividend equivalents on awards subject to time- and performance-based vesting, unless certain conditions are satisfied.
As of December 31, 2025, a total of 5.1 million shares of the Company’s common stock remained available for grants of awards under the Company’s Restated 2015 Plan.
Dividends
In July 2023, the Company’s Board of Directors declared a one-time cash dividend of $2.00 per share of the outstanding common stock, totaling $57.7 million in aggregate. The one-time cash dividend was paid on August 25, 2023 to the Company’s shareholders of record as of August 11, 2023.
Commencing on February 27, 2024, the Company’s Board of Directors has declared a recurring quarterly cash dividend of $0.25 per share of the Company’s common stock. The dividends declared by the Board of Directors under this program since its inception were as follows:
| Declaration Date | Record Date | Payment Date | Amount per Share | Aggregate Amount (in thousands) | ||||||||||||||||||||||
| February 27, 2024 | March 18, 2024 | April 4, 2024 | $ | $ | ||||||||||||||||||||||
| May 2, 2024 | June 14, 2024 | July 2, 2024 | $ | $ | ||||||||||||||||||||||
| August 6, 2024 | September 17, 2024 | October 2, 2024 | $ | $ | ||||||||||||||||||||||
| November 5, 2024 | December 20, 2024 | January 7, 2025 | $ | $ | ||||||||||||||||||||||
| February 25, 2025 | March 21, 2025 | April 2, 2025 | $ | $ | ||||||||||||||||||||||
| May 5, 2025 | June 25, 2025 | July 9, 2025 | $ | $ | ||||||||||||||||||||||
| August 5, 2025 | September 25, 2025 | October 3, 2025 | $ | $ | ||||||||||||||||||||||
| November 4, 2025 | December 22, 2025 | January 6, 2026 | $ | $ | ||||||||||||||||||||||
In addition, subsequent to the fiscal year end, on February 24, 2026, the Board of Directors authorized its next recurring quarterly cash dividend of $0.25 per share of the Company’s common stock payable on April 1, 2026 to shareholders of record as of March 18, 2026.
Stock Options
The following table summarizes the Company’s stock option activity:
58
Table of Contents
| Stock Options Outstanding | Weighted-Average Remaining Term (in years) | Weighted-Average Exercise Price | Aggregate Intrinsic Value (in thousands) | |||||||||||||||||||||||
| Outstanding at January 1, 2023 | $ | |||||||||||||||||||||||||
| Granted | ||||||||||||||||||||||||||
| Exercised | ( | (1) | ||||||||||||||||||||||||
| Cancelled | ||||||||||||||||||||||||||
| Expired | ||||||||||||||||||||||||||
| Outstanding at December 31, 2023 | (1) | $ | ||||||||||||||||||||||||
| Granted | ||||||||||||||||||||||||||
| Exercised | ( | |||||||||||||||||||||||||
| Cancelled | ||||||||||||||||||||||||||
| Expired | ||||||||||||||||||||||||||
| Outstanding at December 31, 2024 | $ | |||||||||||||||||||||||||
| Granted | ||||||||||||||||||||||||||
| Exercised | ( | |||||||||||||||||||||||||
| Cancelled | ||||||||||||||||||||||||||
| Expired | ||||||||||||||||||||||||||
| Outstanding at December 31, 2025 | $ | $ | ||||||||||||||||||||||||
| Exercisable at December 31, 2023 | $ | $ | ||||||||||||||||||||||||
| Exercisable at December 31, 2024 | $ | $ | ||||||||||||||||||||||||
| Exercisable at December 31, 2025 | $ | $ | ||||||||||||||||||||||||
(1)In accordance with the provisions of the 2015 Plan, the declaration of a one-time cash dividend of $2.00 per share of the outstanding common stock triggered the requirement to make an equitable adjustment to the number and type of securities subject to each outstanding award and the exercise price or grant price. The 2015 Plan allowed the Company to make such equitable adjustments at its discretion. As a result, on August 25, 2023, the Company elected to adjust the exercise price of vested but unexercised stock option awards to reflect an amount as if the cash dividend had been paid in stock. The conditions of each option grant remained the same.
The total intrinsic value of stock options exercised was $12.8 million, $8.9 million and $4.6 million for the years ended December 31, 2025, 2024 and 2023, respectively. The Company has not granted any stock options since 2017.
The Company issues new shares of common stock upon exercise of stock options.
RSUs and PSUs
Executive officers of the Company receive long-term incentive equity awards in a combination of RSUs and PSUs, issued under the Restated 2015 Plan. The number of PSUs that will be eligible to vest will be determined based on the Company’s attainment of performance goals set by the Compensation Committee. Following the one-year performance period, the number of “vesting eligible” PSUs will then be subject to additional years of time-based vesting. Share-based compensation costs related to RSU and PSU awards are calculated based on the market price on the date of the grant. The Company periodically reviews the estimates of performance against the defined criteria to assess the expected payout of each outstanding PSU grant and adjusts the stock compensation expense accordingly.
59
Table of Contents
The following table summarizes the Company’s RSU activity:
| RSUs | ||||||||||||||||||||
| Shares | Weighted- Average Grant Date Fair Value | Total Fair Value of Shares Vested (in thousands) | ||||||||||||||||||
| Outstanding at January 1, 2023 | $ | |||||||||||||||||||
| Granted | ||||||||||||||||||||
| Vested | ( | $ | ||||||||||||||||||
Issuance of dividend equivalent (1) | ||||||||||||||||||||
| Outstanding at December 31, 2023 | ||||||||||||||||||||
| Granted | ||||||||||||||||||||
| Vested | ( | $ | ||||||||||||||||||
| Cancelled | ( | |||||||||||||||||||
| Outstanding at December 31, 2024 | ||||||||||||||||||||
| Granted | ||||||||||||||||||||
| Vested | ( | $ | ||||||||||||||||||
Issuance of dividend equivalent | ||||||||||||||||||||
| Cancelled | ( | |||||||||||||||||||
| Outstanding at December 31, 2025 | $ | |||||||||||||||||||
(1)In accordance with the provisions of the 2015 Plan, the declaration of a one-time cash dividend of $2.00 per share of the outstanding common stock triggered the requirement to make an equitable adjustment to the number and type of securities subject to each outstanding award and the exercise price or grant price. The 2015 Plan allowed the Company to make such equitable adjustments at its discretion. As a result, on August 25, 2023, the Company elected to adjust the number of shares underlying unvested RSU awards to reflect an amount as if the one-time cash dividend of $2.00 per share of the outstanding common stock had been paid in stock. The vesting schedule and conditions of each grant remained the same (with these additional share amounts subject to forfeiture on the same terms as the underlying grants).
The following table summarizes the Company’s PSU activity:
| PSUs | ||||||||||||||||||||
Shares (1) | Weighted- Average Grant Date Fair Value | Total Fair Value of Shares Vested (in thousands) | ||||||||||||||||||
| Outstanding at January 1, 2023 | $ | |||||||||||||||||||
| Granted | ||||||||||||||||||||
| Vested | ( | (2) | $ | |||||||||||||||||
Issuance of dividend equivalent (3) | ||||||||||||||||||||
| Cancelled | ( | (4) | ||||||||||||||||||
| Outstanding at December 31, 2023 | (5) | |||||||||||||||||||
| Granted | ||||||||||||||||||||
| Vested | ( | (6) | $ | |||||||||||||||||
| Cancelled | ( | (7) | ||||||||||||||||||
| Outstanding at December 31, 2024 | (8) | |||||||||||||||||||
| Granted | (9) | |||||||||||||||||||
| Vested | ( | (10) | $ | |||||||||||||||||
Issuance of dividend equivalent | ||||||||||||||||||||
| Cancelled | ||||||||||||||||||||
| Outstanding at December 31, 2025 | $ | |||||||||||||||||||
(1)The number of shares for the PSUs listed as granted represents the “target” number of PSUs granted to each recipient eligible to vest if the Company meets its “target” performance goals for the applicable period. The actual number of PSUs eligible to vest for those PSUs will vary depending on whether or not the Company meets or exceeds the
60
Table of Contents
applicable threshold, target, or maximum performance goals for the PSUs, with 200 % of the “target” number of PSUs eligible to vest at “maximum” performance levels.
(2)Represents 2020 PSU Awards that vested in March 2023 at 200 % of the target PSUs.
(3)In accordance with the provisions of the 2015 Plan, the declaration of a one-time cash dividend of $2.00 per share of the outstanding common stock triggered the requirement to make an equitable adjustment to the number and type of securities subject to each outstanding award and the exercise price or grant price. The 2015 Plan allowed the Company to make such equitable adjustments at its discretion. As a result, on August 25, 2023, the Company elected to adjust the number of shares underlying unvested PSU awards to reflect an amount as if the one-time cash dividend of $2.00 per share of the outstanding common stock had been paid in stock. The vesting schedule and conditions of each grant remained the same (with these additional share amounts subject to forfeiture on the same terms as the underlying grants).
(4)The Company’s financial results for the applicable performance goals were certified during the three months ended March 31, 2023 and 89.6 % of the target PSUs granted in March 2022 (the “2022 PSU Awards”) were deemed “earned.” This resulted in the reduction of the 2022 PSU Awards to the number of PSUs eligible to vest from 83,579 to 74,880 .
(5)Includes PSUs granted in March 2021 (“2021 PSU Awards”) at 200 % of the target (based on awards deemed “earned”), PSUs granted in March 2022 at 89.6 % of the target (based on awards deemed “earned”) and PSUs granted in March 2023 (“2023 PSU Awards”) at 100 % of the target.
(6)Represents 2021 PSU Awards that vested in March 2024 at 200 % of the target PSUs.
(7)The Company’s financial results for performance goals applicable to the 2023 PSU Awards were certified during the three months ended March 31, 2024 and 69.3 % of the target 2023 PSU Awards were deemed “earned.” This resulted in the reduction of the PSUs listed as granted in March 2023 to the number of PSUs eligible to vest from 120,825 to 83,724 . In addition, 5,467 shares of unvested PSU Awards were forfeited during the year ended December 31, 2024. Further, 131,906 PSUs granted in March 2024 were cancelled due to the Company not meeting its performance target for 2024.
(8)Includes 2022 PSU Awards at 89.6 % of the target (based on awards deemed “earned”), PSUs granted in March 2023 at 69.3 % of the target (based on awards deemed “earned”). The PSUs granted in March 2024 were cancelled as of December 31, 2024 due to the Company not meeting its performance target for 2024.
(9)The number of shares for the PSUs listed as granted represents the “target” number of PSUs issued to each recipient eligible to vest if the Company meets its “target” performance goals for the applicable period. The actual number of PSUs eligible to vest for those PSUs will vary depending on whether or not the Company meets or exceeds the applicable threshold, target, or maximum performance goals for the PSUs, with 200 % of the “target” number of PSUs eligible to vest at “maximum” performance levels.
Share-Based Compensation
The following table summarizes share-based compensation costs by award type:
| Year Ended December 31, | |||||||||||||||||
| (In thousands) | 2025 | 2024 | 2023 | ||||||||||||||
| Stock options | $ | $ | $ | ||||||||||||||
| RSUs | |||||||||||||||||
| PSUs | |||||||||||||||||
| Total share-based compensation costs | $ | $ | $ | ||||||||||||||
61
Table of Contents
Note 9 – Income Taxes
Income tax provision (benefit) is summarized as follows:
| Year Ended December 31, | |||||||||||||||||
| (In thousands) | 2025 | 2024 | 2023 | ||||||||||||||
| Current: | |||||||||||||||||
| Federal | $ | $ | ( | $ | |||||||||||||
| State | ( | ||||||||||||||||
| Total current tax provision (benefit) | $ | $ | ( | $ | |||||||||||||
| Deferred: | |||||||||||||||||
| Federal | $ | ( | $ | $ | ( | ||||||||||||
| State | |||||||||||||||||
| Total deferred tax (benefit) provision | ( | ( | |||||||||||||||
| Income tax (benefit) provision | $ | ( | $ | $ | |||||||||||||
Upon adoption of ASU 2023-09, Improvements to Income Tax Disclosures, as described in “Note 2 — Summary of Significant Accounting Policies,” the reconciliation of taxes at the federal statutory rate to our (benefit from) provision for income taxes for the year ended December 31, 2025 was as follows:
| Year Ended December 31, 2025 | ||||||||||||||
| (In thousands) | Amount | Rate | ||||||||||||
| $ | ( | % | ||||||||||||
| State income taxes, net of federal income taxes | ( | |||||||||||||
| Foreign tax effects | ||||||||||||||
| Effect of changes in tax laws or rates enacted in the current period | ||||||||||||||
| Effect of cross-border tax laws | ||||||||||||||
| Tax Credits | ||||||||||||||
| FICA credit generated | ( | |||||||||||||
| WOTC credit generated | ( | |||||||||||||
| Change in valuation allowance | ||||||||||||||
| Nontaxable or nondeductible items | ||||||||||||||
| Permanent tax differences - Stock Compensation | ( | |||||||||||||
| Permanent tax differences - Business Meals | ( | |||||||||||||
| Permanent tax differences - Entertainment | ( | |||||||||||||
| Permanent tax differences - FICA Credit | ( | |||||||||||||
| Permanent tax differences - Other | ( | |||||||||||||
| Changes in unrecognized tax benefits | ||||||||||||||
| Other Adjustments | ( | |||||||||||||
| Effective tax rate | $ | ( | % | |||||||||||
62
Table of Contents
In accordance with the disclosure guidance in effect prior to the adoption of ASU 2023-09, the reconciliation of taxes at the federal statutory rate to our provision for (benefit from) income taxes for the years ended December 31, 2024 and 2023, was as follows:
| Year Ended December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Statutory federal tax rate | % | % | |||||||||
| State income taxes, net of federal income taxes | ( | ||||||||||
| Permanent tax differences – stock compensation | ( | ||||||||||
| Permanent tax differences – business meals | |||||||||||
| Permanent tax differences – executive compensation and other | |||||||||||
| Permanent tax differences – goodwill | |||||||||||
| Change in valuation allowance | ( | ||||||||||
| FICA credit generated | ( | ( | |||||||||
| WOTC credit generated | ( | ||||||||||
| Tax benefit due to settlement of uncertain tax positions | ( | ||||||||||
| Additional tax due to amending tax returns from prior years | |||||||||||
| Change in tax rate and apportionment | |||||||||||
| Deferred only adjustment to beginning deferred balances | |||||||||||
| Effective tax rate | % | % | |||||||||
The effective income tax rate for the year ended December 31, 2025 was 33.84 %, which differed from the federal income tax rate of 21% primarily due to the increased benefit related to tax credits and excess tax benefit on stock option exercises. The effective income tax rate for the year ended December 31, 2024 was 30.31 %, which differed from the federal income tax rate of 21% primarily due to the tax effect of the sale of the distributed gaming operations in Nevada discussed in “Note 1 — Nature of Business and Basis of Presentation” and the benefit recorded from the reduction of the uncertain tax positions (“UTP”) payable.
63
Table of Contents
The Company’s current and non-current deferred tax assets (liabilities) are comprised of the following:
| December 31, | |||||||||||
| (In thousands) | 2025 | 2024 | |||||||||
| Deferred tax assets: | |||||||||||
| Accruals and reserves | $ | $ | |||||||||
| Share-based compensation expense | |||||||||||
| Operating lease obligation | |||||||||||
| Other | |||||||||||
| Gross deferred tax assets | |||||||||||
| Valuation allowance | |||||||||||
| Deferred tax assets, net of valuation allowance | $ | $ | |||||||||
| Deferred tax liabilities: | |||||||||||
| Prepaid services | $ | ( | $ | ( | |||||||
| Amortization of intangible assets | ( | ( | |||||||||
| Depreciation of fixed assets | ( | ( | |||||||||
| Right-of-use assets | ( | ( | |||||||||
| Debt basis | ( | ( | |||||||||
| Other | ( | ||||||||||
| Gross deferred tax liabilities | ( | ( | |||||||||
| Deferred tax (liabilities) assets, net | $ | ( | $ | ( | |||||||
| Non-current deferred tax liabilities, net | ( | ( | |||||||||
| Deferred tax liabilities, net | $ | ( | $ | ( | |||||||
The realizability of deferred tax assets is evaluated by considering historical levels of income, estimates of future taxable income and the impact of tax planning strategies. As of December 31, 2025, the Company had net deferred tax liabilities of $11.7 million. As of December 31, 2025, the Company determined that it was more likely than not that the Company would generate sufficient taxable income to conclude that deferred tax assets of $24.4 million were realizable.
The Company’s income tax returns from 2021 onward are subject to examination. In addition, the statute of limitation for assessment for years with net operating losses (“NOLs”) is determined by reference to the year the NOLs were used to reduce the Company’s taxable income. NOLs from the 2012-2014 and 2017-2020 income tax returns were used to reduce taxable income in 2021 and 2022. Consequently, the 2012-2014 and 2017-2020 income tax returns remain subject to examination by taxing authorities. The Company is not currently under any income tax examinations.
On April 30, 2024, the Internal Revenue Service (the “IRS”) notified the Company that the review of the Company’s 2017 and 2018 federal income tax returns was completed. As a result of the review, the Company’s fixed asset classification and related net operating losses for the respective tax years were adjusted and the Company recorded UTP payable until the historical filings were amended and submitted to the IRS. The Company filed the amended tax returns with the IRS such that no UTP remained as of December 31, 2024 and the income tax provision for the year December 31, 2024 included a net tax benefit from the decrease in UTP payable, interest and penalties.
The following table summarizes the Company’s reconciliation of the beginning and ending unrecognized tax benefits:
| December 31, | |||||||||||
| (In thousands) | 2025 | 2024 | |||||||||
| Balance – beginning of period | $ | $ | |||||||||
| Settlements | ( | ||||||||||
| Balance – end of period | $ | $ | |||||||||
As described in “Note 2 — Summary of Significant Accounting Policies,” and upon adoption of ASU 2023-09, Improvements to Income Tax Disclosures, cash paid for income taxes, net of refunds, during the year ended December 31, 2025 was as follows:
64
Table of Contents
| (In thousands) | Year Ended December 31, 2025 | |||||||
| Federal | $ | |||||||
| State | ||||||||
| Total cash paid for income taxes, net of refunds | $ | |||||||
Note 10 – Employee Retirement and Benefit Plans
Defined contribution employee savings plans
The Company’s qualified defined contribution employee savings plan allows eligible participants to defer, within prescribed limits, up to 75 % of their income on a pre-tax basis through a portion of their salary and accumulate tax-deferred earnings as a retirement fund. The Company contributed $0.5 0.6 million for the year ended December 31, 2023 to its qualified defined contribution employee savings plan. The Company’s contributions vest over a five-year period.
Pension plans
As of December 31, 2025, approximately 1,350 of the Company’s employees were members of various unions and covered by union-sponsored, collectively bargained, multiemployer health and welfare and defined benefit pension plans. The Company recorded $11.5 million, $13.1 million and $11.9 million in expenses for these plans for the years ended December 31, 2025, 2024 and 2023, respectively. The Company has no obligation to fund the plans beyond payments made based upon hours worked. The risks of participating in multiemployer plans are different from single-employer plans, including in the following aspects:
•Assets contributed to multiemployer plans by one employer may be used to provide benefits to employees of other participating employers;
•If a participating employer stops contributing to a multiemployer plan, the unfunded obligations of the multiemployer plan may be required to be borne by the remaining participating employers; and
•If an entity chooses to stop participating in some of its multiemployer plans, the entity may be required to pay those plans an amount based on the underfunded status of those plans, referred to as a “withdrawal liability.”
The Company considers the following multiemployer pension plans to be significant:
Pension Protection Zone Status (1) | FIR/RP Status Pending/Implemented | Surcharge Imposed | Expiration Date Of Collective- Bargaining Agreement | |||||||||||||||||||||||||||||||||||
| Multiemployer Pension Plans | EIN/Plan Number | 2024 | 2023 | |||||||||||||||||||||||||||||||||||
| Central Pension Fund of the IUOE and Participating Employers | 36-6052390-001 | | | | | |||||||||||||||||||||||||||||||||
| Southern Nevada Culinary and Bartenders Pension Plan | 88-6016617-001 | | | | | |||||||||||||||||||||||||||||||||
(1)The Pension Protection Act of 2006 requires plans that are certified as endangered (yellow) or critical (red) to develop and implement a funding improvement plan.
65
Table of Contents
The Company’s cash contributions to each multiemployer pension and benefit plans are as follows:
| December 31, | |||||||||||||||||
| (In thousands) | 2025 | 2024 | 2023 | ||||||||||||||
| Multiemployer pension plans | |||||||||||||||||
| Central Pension Fund of the IUOE and Participating Employers | $ | $ | $ | ||||||||||||||
| Southern Nevada Culinary and Bartenders Pension Plan | |||||||||||||||||
| Other pension plans | |||||||||||||||||
| Total contributions | $ | $ | $ | ||||||||||||||
| Multiemployer benefit plans (excluding pension plans) | |||||||||||||||||
| HEREIU Welfare Fund | $ | $ | $ | ||||||||||||||
| All other | |||||||||||||||||
| Total contributions | $ | $ | $ | ||||||||||||||
For the 2024 plan year, the latest period for which plan data is available, the Company made less than 5 % of total contributions for all multiemployer pension plans to which the Company contributes.
Note 11 – Financial Instruments and Fair Value Measurements
Estimates of fair value for financial assets and liabilities are based on the framework established in the accounting guidance for fair value measurements. The framework defines fair value, provides guidance for measuring fair value and requires certain disclosures. The framework discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow) and the cost approach (cost to replace the service capacity of an asset or replacement cost). The framework utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:
•Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
•Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
•Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.
Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Thus, assets and liabilities categorized as Level 3 may be measured at fair value using inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Management’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy levels.
Financial Instruments
The carrying values of the Company’s cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the short duration of these financial instruments.
The following table summarizes the fair value measurement of the Company’s long-term debt:
| December 31, 2025 | |||||||||||||||||
| (In thousands) | Carrying Amount | Fair Value | Fair Value Hierarchy | ||||||||||||||
| Term Loan B-1 | $ | $ | Level 2 | ||||||||||||||
| Revolving Credit Facility | Level 2 | ||||||||||||||||
| Finance lease liabilities | Level 3 | ||||||||||||||||
| Notes payable | Level 3 | ||||||||||||||||
| Total debt | $ | $ | |||||||||||||||
66
Table of Contents
| December 31, 2024 | |||||||||||||||||
| (In thousands) | Carrying Amount | Fair Value | Fair Value Hierarchy | ||||||||||||||
| Term Loan B-1 | $ | $ | Level 2 | ||||||||||||||
| Revolving Credit Facility | Level 2 | ||||||||||||||||
| Finance lease liabilities | Level 3 | ||||||||||||||||
| Total debt | $ | $ | |||||||||||||||
The estimated fair value of the Company’s term loan and outstanding borrowings under the Revolving Credit Facility is based on a relative value analysis performed as of December 31, 2025 and 2024. The finance lease liabilities and notes payable are fixed-rate debt, are not traded and do not have observable market inputs, therefore, the fair value is estimated to be equal to the carrying value.
Note 12 – Leases
Company as Lessee
The Company is a lessee under non-cancelable operating and finance leases for offices, taverns, land, vehicles, slot machines and equipment. In addition, prior to the sale of the Company’s distributed gaming operations, slot placement contracts in the form of space lease agreements at chain stores were accounted for as operating leases. The Company’s slot machine lease agreements with gaming equipment manufacturers were short-term in nature with the majority of such leases being under variable rent structure, with amounts determined based on the performance of the leased machines. Certain other short-term slot machine lease agreements were under fixed fee payment structure.
The leases have remaining lease terms of less than 1 year and up to 30 years, some of which include options to extend the leases for an additional 1 to 25 years. The Company’s equipment leases include options to terminate the lease with 30 day notice. The Company assesses the options to extend or terminate the lease using a threshold of reasonably certain. For leases the Company is reasonably certain to renew, those option periods are included within the lease term and, therefore, the measurement of the ROU asset and lease liability.
The Company’s lease agreements for land, buildings and taverns with lease and non-lease components are accounted for separately. The lease and non-lease components of certain vehicle and equipment leases are accounted for as a single lease component. The Company’s lease agreements do not contain any material residual value guarantees, restrictions or covenants.
Lease expense for arrangements with a fixed fee payment structure is recognized on a straight-line basis over the lease term. Lease expense for arrangements under a variable rent structure is recognized in the period in which the obligation for the payment is incurred.
The current and non-current obligations under finance leases are included in “” and “” in the Company’s consolidated balance sheets, respectively. The finance leases relate to equipment for the Company’s casino properties and buildings for certain casino and branded tavern locations.
The components of lease expense were as follows:
| Year Ended December 31, | |||||||||||||||||
| (In thousands) | Classification | 2025 | 2024 | ||||||||||||||
| Operating lease cost | |||||||||||||||||
| Operating lease cost | Operating and SG&A expenses | $ | $ | ||||||||||||||
| Variable lease cost | Operating and SG&A expenses | ||||||||||||||||
| Short-term lease cost | Operating and SG&A expenses | ||||||||||||||||
| Total operating lease cost | $ | $ | |||||||||||||||
| Finance lease cost | |||||||||||||||||
| Amortization of leased assets | Depreciation and amortization | $ | $ | ||||||||||||||
| Interest on lease liabilities | Interest expense, net | ||||||||||||||||
| Total finance lease cost | $ | $ | |||||||||||||||
67
Table of Contents
Supplemental cash flow information related to leases was as follows:
| Year Ended December 31, | |||||||||||
| (In thousands) | 2025 | 2024 | |||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | |||||||||||
| Operating cash flows used under operating lease agreements | $ | $ | |||||||||
| Operating cash flows used under finance lease agreements | |||||||||||
| Financing cash flows used under finance lease agreements | |||||||||||
Supplemental balance sheet information related to leases was as follows:
| December 31, | ||||||||||||||
| (In thousands) | 2025 | 2024 | ||||||||||||
| Operating leases | ||||||||||||||
Operating lease right-of-use assets, gross (1) | $ | $ | ||||||||||||
Accumulated amortization (1) | ( | ( | ||||||||||||
| Operating lease right-of-use assets, net | $ | $ | ||||||||||||
Current portion of operating leases (1) | $ | $ | ||||||||||||
Non-current operating leases(1) | ||||||||||||||
| Total operating lease liabilities | $ | $ | ||||||||||||
| Finance leases | ||||||||||||||
| Property and equipment, gross | $ | $ | ||||||||||||
| Accumulated depreciation | ( | ( | ||||||||||||
| Property and equipment, net | $ | $ | ||||||||||||
| Current portion of finance leases | $ | $ | ||||||||||||
| Non-current finance leases | ||||||||||||||
| Total finance lease liabilities | $ | $ | ||||||||||||
The following presents additional information related to the Company’s leases as of December 31, 2025:
| December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Weighted average remaining lease term | |||||||||||
| Operating leases | |||||||||||
| Finance leases | |||||||||||
| Weighted average discount rate | |||||||||||
| Operating leases | % | % | |||||||||
| Finance leases | % | % | |||||||||
Maturities of Lease Liabilities
As of December 31, 2025, maturities of lease liabilities were as follows:
68
Table of Contents
| (In thousands) | Operating Leases | Finance Leases | Total | ||||||||||||||
| 2026 | $ | $ | $ | ||||||||||||||
| 2027 | |||||||||||||||||
| 2028 | |||||||||||||||||
| 2029 | |||||||||||||||||
| 2030 | |||||||||||||||||
| Thereafter | |||||||||||||||||
| Total lease payments | |||||||||||||||||
| Amount of interest | ( | ( | ( | ||||||||||||||
| Present value of lease liabilities | $ | $ | $ | ||||||||||||||
Company as Lessor
The Company leases space to third-party tenants under operating leases primarily for retail and food and beverage outlets within its casino properties. The Company also enters into operating lease agreements with certain equipment providers for placement of amusement devices, gaming machines and automated teller machines within its casino properties and branded taverns. The leases have remaining lease terms of to ten years , some of which include options to extend the leases for an additional 1 to 15 years.
Lease payments from tenants generally include minimum base rent, adjusted for contractual escalations as applicable, and/or contingent rental clauses based on a percentage of net sales exceeding minimum base rent. The Company records revenue on a straight-line basis over the term of the lease and recognizes revenue for contingent rentals when the contingency has been resolved. The Company combines lease and non-lease components for the purpose of measuring lease revenue, which is recorded in “Other revenue” in the Company’s consolidated statements of operations.
Minimum and contingent operating lease income was as follows:
| Year Ended December 31, | |||||||||||||||||
| (In thousands) | 2025 | 2024 | 2023 | ||||||||||||||
| Minimum rental income | $ | $ | $ | ||||||||||||||
| Contingent rental income | |||||||||||||||||
| Total rental income | $ | $ | $ | ||||||||||||||
Future minimum rent payments to be received under operating leases are as follows (in thousands):
| Year Ending December 31, | Amount | ||||
| 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total future minimum rent payments | $ | ||||
Note 13 – Commitments and Contingencies
Participation Agreements
Prior to its sale, the Company’s distributed gaming operations included slot placement contracts in the form of participation agreements. Under participation agreements, the Company and the business location each held a state issued gaming license in order to be able to receive a percentage of gaming revenue earned on the Company’s slot machines. The business location retained a percentage of the gaming revenue generated from the Company’s slot machines. The Company was considered to be the principal in these arrangements and therefore, recorded its share of revenue generated under participation agreements on a gross basis with the business location’s share of revenue recorded as gaming expenses.
69
Table of Contents
The aggregate contingent payments recognized by the Company as gaming expenses under participation agreements were $3.9 million and $192.7 million for the years ended December 31, 2024 and 2023, respectively.
Collective Bargaining Agreements
As of December 31, 2025, approximately 1,350 of the Company’s approximately 4,900 employees were covered by various collective bargaining agreements. The Company’s collective bargaining agreements expire between 2026 and 2029.
The collective bargaining agreements with the International Union of Operating Engineers, Local 501, AFL-CIO and United Steelworkers of America both expire on March 31, 2026. The collective bargaining agreement with the International Union of Security, Police, and Fire Professionals of America expires on February 28, 2028. The collective bargaining agreement with the United Brotherhood of Carpenters and Joiners of America, Local 1780 expires on July 31, 2028. The collective bargaining agreement with the Culinary Workers Union, Local 226 and Bartenders Union, Local 165 expires on September 30, 2028. Lastly, the collective bargaining agreement with the Professional, Clerical and Miscellaneous Employees, Teamsters Local Union 986 (valet and warehouse) expires on August 31, 2029.
There can be no assurance that, upon the expiration of existing collective bargaining agreements, new agreements will be reached without union action or that any such new agreements will be on terms satisfactory to the Company.
Employment Agreements
The Company has entered into at-will employment agreements with certain of the Company’s executive officers. Under each employment agreement, in addition to the executive’s annual base salary, the executive is entitled to participate in the Company’s incentive compensation programs applicable to executive officers of the Company. The executive officers are also eligible to participate in all health benefits, insurance programs, pension and retirement plans and other employee benefit and compensation arrangements. Each executive officer is also provided with other benefits as set forth in his employment agreement. In the event of terminations without “cause” or a “constructive termination” of the Company’s executive officers (as defined in their respective employment agreements), the Company could be liable for estimated severance payments of up to $5.3 million for Blake L. Sartini, $3.4 million for Charles H. Protell and $2.4 million for Blake L. Sartini II (assuming each officer’s respective annual salary and health benefit costs as of December 31, 2025, subject to amounts in effect at the time of termination and excluding potential expense related to acceleration of stock options, RSUs and PSUs). In the event of terminations of employment of the Company’s executive officers due to a change of control, the amount of estimated severance payments to Blake L. Sartini would be up to $7.9 million, with the rest of the executive officers receiving the same estimated severance payments as in the event of terminations of employment without “cause” or a “constructive termination.”
Legal Matters and Other
From time to time, the Company is involved in a variety of lawsuits, claims, investigations and other legal proceedings arising in the ordinary course of business, including proceedings concerning labor and employment matters, personal injury claims, breach of contract claims, commercial disputes, business practices, intellectual property, tax and other matters for which the Company records reserves. Although lawsuits, claims, investigations and other legal proceedings are inherently uncertain and their results cannot be predicted with certainty, the Company believes that the resolution of its currently pending matters should not have a material adverse effect on its business, financial condition, results of operations or liquidity. Regardless of the outcome, legal proceedings can have an adverse impact on the Company because of defense costs, diversion of management resources and other factors. In addition, it is possible that an unfavorable resolution of one or more such proceedings could in the future materially and adversely affect the Company’s business, financial condition, results of operations or liquidity in a particular period.
Note 14 – Related Party Transactions
On November 6, 2025, the Company entered into a definitive agreement to sell its operating assets to Blake L. Sartini, the Chairman of the Board and Chief Executive Officer of Golden, and affiliates, and seven of our casino real estate assets to VICI Properties Inc. See “Note 1 — Nature of Business and Basis of Presentation” for additional information.
In November 2018, the Company entered into a lease agreement for office space in a building adjacent to the Company’s office headquarters building to be constructed and owned by a company 33 % beneficially owned by Blake L. Sartini and 1.67 0.3
70
Table of Contents
A portion of the Company’s office headquarters building is sublet to Sartini Enterprises, Inc., a company controlled by Mr. Sartini. Rental income during each of the years ended December 31, 2025, 2024 and 2023 for the sublet portion of the office headquarters building was less than $0.1 No
From time to time, the Company’s executive officers and employees use a private aircraft leased to Sartini Enterprises, Inc. for Company business purposes pursuant to aircraft time-sharing, co-user and various cost-sharing agreements between the Company and Sartini Enterprises, Inc., all of which have been approved by the Audit Committee of the Board of Directors. The aircraft time-sharing, co-user and cost-sharing agreements specify the maximum expense reimbursement that Sartini Enterprises, Inc. can charge the Company under the applicable regulations of the Federal Aviation Administration for the use of the aircraft and the flight crew. Such costs include fuel, landing fees, hangar and tie-down costs away from the aircraft’s operating base, flight planning and weather contract services, crew costs and other related expenses. The Company’s compliance department reviews the cost-sharing arrangements and reimbursements on a regular basis. On August 6, 2024, the Audit Committee of the Board of Directors approved an amendment to the aircraft time-sharing, co-user and cost-sharing agreement in connection with Sartini Enterprises, Inc.’s purchase of the aircraft. The terms and conditions of the amendment are materially consistent with the original agreement. For each of the years ended December 31, 2025 and 2024, the Company incurred $0.1 0.3 million under such agreements for the year ended December 31, 2023. The Company was owed $0.1
Note 15 – Segment Information
The Company’s management views each of its casino properties located in Las Vegas, the casino properties located in Laughlin and Pahrump and its branded taverns as an operating segment. Operating segments are aggregated based on their similar economic characteristics, types of customers, types of services and products provided, and their management and reporting structure. The Company has aggregated its operating segments into three reportable segments: Nevada Casino Resorts, Nevada Locals Casinos and Nevada Taverns.
The Nevada Casino Resorts reportable segment is comprised of destination casino resort properties offering a variety of food and beverage outlets, entertainment venues and other amenities. The casino resort properties in this segment cater primarily to a regional drive-in customer base seeking a value-oriented vacation experience, with guests typically traveling from Southern California or Arizona. The Company’s casino resort properties in Nevada have a significantly larger number of hotel rooms compared to the other casino properties in its portfolio. While hotel stays at these casino resorts are typically longer, the overall frequency of visitation from guests is lower when compared to the Nevada Locals Casinos.
The Nevada Locals Casinos reportable segment is comprised of casino properties that cater to local customers who generally live within a five -mile radius of these properties. The Company’s locals casino properties typically experience a higher frequency of customer visits compared to its casino resort properties, with many of the customers visiting the Company’s Nevada Locals Casinos on a weekly basis. The casino properties within this reportable segment have a limited number or no hotel rooms and offer fewer food and beverage outlets or other amenities, with revenues primarily generated from slot machine play.
The Nevada Taverns reportable segment is comprised of branded tavern locations that offer a casual, upscale environment catering to local patrons offering superior food, craft beer and other alcoholic beverages and are typically limited to 15 slot machines. Prior to the sale of the Company’s distributed gaming operations in Nevada, the Company owned and operated the slot machines located within each tavern. Following the sale, slot machines at the Company’s branded tavern locations are owned and operated by the independent third-party that acquired the distributed gaming operations from the Company. Accordingly, the Company typically receives a large percentage of the gaming revenue from the tavern slot machines in exchange for allowing the independent third-party to place the slot machines in the taverns.
As discussed in “Note 1 — Nature of Business and Basis of Presentation” and “Note 3 — Divestitures,” the Company completed the sales of Rocky Gap and its distributed gaming operations in Montana and Nevada on July 25, 2023, September 13, 2023 and January 10, 2024, respectively. Prior to its sale, the operations of Rocky Gap were presented in the Company’s Maryland Casino Resort reportable segment. Prior to its sale, the results of the distributed gaming operations in Montana were combined with the results of the distributed gaming operations in Nevada and presented in the Company’s Distributed Gaming reportable segment. Accordingly, the segment expense categories for the reportable segments divested in 2023 and 2024 were not material in 2024 and thus, were not presented separately in the tables below.
The Corporate and Other category includes certain unallocated corporate overhead costs not easily allocable to reportable segments as to do so would not be practical.
71
Table of Contents
The Company presents Adjusted EBITDA in its segment disclosures because it is the primary metric used by the Company’s chief operating decision maker (“CODM”) in measuring both the Company’s past and future expectations of performance and it is the metric that the Company’s annual performance plan used to determine compensation of its executive officers and employees is tied to. Adjusted EBITDA represents each segment’s earnings before depreciation and amortization, non-cash lease benefit or expense, share-based compensation expense, gain or loss on disposal of assets and businesses, loss on debt extinguishment and modification, preopening and related expenses, impairment of assets, interest, income taxes, and other non-cash charges that are deemed to be not indicative of the Company’s core operating results, calculated before corporate overhead.
The function of the CODM is currently performed by the Company’s Chief Executive Officer and Chairman of the Company’s Board of Directors. The CODM assesses performance of each reportable segment and decides how to allocate resources based on the monthly review of the budget-to-actual and current period versus prior year comparable period Adjusted EBITDA results.
The Company’s revenues, significant expenses and Adjusted EBITDA by reportable segment and reconciliation of the total of the Company’s consolidated Adjusted EBITDA to the Company’s consolidated net income determined in accordance with GAAP are presented in the table below:
| Year Ended December 31, 2025 | ||||||||||||||||||||||||||||||||||||||
| (In thousands) | Nevada Casino Resorts | Nevada Locals Casinos | Nevada Taverns | Total Reportable Segments | Corporate and Other | Consolidated | ||||||||||||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||||||||||||||
| Gaming | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Food and beverage | ||||||||||||||||||||||||||||||||||||||
| Rooms | ||||||||||||||||||||||||||||||||||||||
Other (1) | ||||||||||||||||||||||||||||||||||||||
| Total revenues | ||||||||||||||||||||||||||||||||||||||
| Segment (expenses) income | ||||||||||||||||||||||||||||||||||||||
| Payroll and related | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||
| Operating expenses | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||
| Cost of sales | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||
Other segment items (2) (3) | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| Adjustments | ||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | ( | |||||||||||||||||||||||||||||||||||||
| Non-cash lease benefit | ||||||||||||||||||||||||||||||||||||||
| Share-based compensation | ( | |||||||||||||||||||||||||||||||||||||
| Loss on disposal of assets | ( | |||||||||||||||||||||||||||||||||||||
| Preopening and related expenses | ( | |||||||||||||||||||||||||||||||||||||
System implementation costs (4) | ( | |||||||||||||||||||||||||||||||||||||
| Other, net | ( | |||||||||||||||||||||||||||||||||||||
| Interest expense, net | ( | |||||||||||||||||||||||||||||||||||||
| Loss before income tax benefit | ( | |||||||||||||||||||||||||||||||||||||
| Income tax benefit | ||||||||||||||||||||||||||||||||||||||
| Net loss | $ | ( | ||||||||||||||||||||||||||||||||||||
(1) Includes lease revenue accounted for under ASC 842 for the arrangements in which the Company is a lessor. Refer to “Note 2 — Summary of Significant Accounting Policies” and “Note 12 — Leases” for details.
(2) Other segment items for each reportable segment included the following items:
•Nevada Casino Resorts — expenses included depreciation and amortization, non-cash lease expense, share-based compensation, loss on disposal of assets, preopening and related expenses, interest expense, and other non-cash charges that are deemed to be not indicative of the Company’s core operating results.
72
Table of Contents
•Nevada Locals Casinos — expenses included depreciation and amortization, non-cash lease expense, share-based compensation, loss on disposal of assets, interest expense, and other non-cash charges that are deemed to be not indicative of the Company’s core operating results.
•Nevada Taverns — expenses included depreciation and amortization, non-cash lease benefit, loss on disposal of assets, preopening and related expenses, interest expense, and other non-cash charges that are deemed to be not indicative of the Company’s core operating results.
(3) Other segment items in Corporate and Other included payroll and related, operating expenses, depreciation and amortization, non-cash lease benefit, share-based compensation, gain on disposal of assets, preopening and related expenses, system implementation cost, interest expense and other non-cash charges that are deemed to be not indicative of the Company’s core operating results.
(4) System implementation costs represent expenses related to the implementation of new enterprise resource planning, finance, payroll, and human capital management software.
| Year Ended December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | Nevada Casino Resorts | Nevada Locals Casinos | Nevada Taverns | Distributed Gaming (1) | Total Reportable Segments | Corporate and Other | Consolidated | |||||||||||||||||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||||||||||||||||||||
| Gaming | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Food and beverage | ||||||||||||||||||||||||||||||||||||||||||||
| Rooms | ||||||||||||||||||||||||||||||||||||||||||||
Other (2) | ||||||||||||||||||||||||||||||||||||||||||||
| Total revenues | ||||||||||||||||||||||||||||||||||||||||||||
| Segment (expenses) income | ||||||||||||||||||||||||||||||||||||||||||||
| Payroll and related | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Operating expenses | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Cost of sales | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||
Other segment items (3) (4) (5) | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
| Adjustments | ||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | ( | |||||||||||||||||||||||||||||||||||||||||||
| Non-cash lease benefit | ||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | ( | |||||||||||||||||||||||||||||||||||||||||||
| Gain on disposal of assets | ||||||||||||||||||||||||||||||||||||||||||||
| Gain on sale of businesses | ||||||||||||||||||||||||||||||||||||||||||||
| Loss on debt extinguishment and modification | ( | |||||||||||||||||||||||||||||||||||||||||||
| Preopening and related expenses | ( | |||||||||||||||||||||||||||||||||||||||||||
| Impairment of assets | ( | |||||||||||||||||||||||||||||||||||||||||||
| Other, net | ( | |||||||||||||||||||||||||||||||||||||||||||
| Interest expense, net | ( | |||||||||||||||||||||||||||||||||||||||||||
| Income before income tax provision | ||||||||||||||||||||||||||||||||||||||||||||
| Income tax provision | ( | |||||||||||||||||||||||||||||||||||||||||||
| Net income | $ | |||||||||||||||||||||||||||||||||||||||||||
(1) Relates to the distributed gaming operations in Nevada sold on January 10, 2024.
(2) Includes lease revenue accounted for under ASC 842 for the arrangements in which the Company is a lessor. Refer to “Note 2 — Summary of Significant Accounting Policies” and “Note 12 — Leases” for details.
(3) Other segment items for each reportable segment included the following items:
•Nevada Casino Resorts — expenses included depreciation and amortization, non-cash lease benefit, share-based compensation, loss on disposal of assets, interest expense, and other non-cash charges that are deemed to be not indicative of the Company’s core operating results.
73
Table of Contents
•Nevada Locals Casinos — expenses included depreciation and amortization, non-cash lease expense, gain on disposal of assets, impairment of assets, interest expense, and other non-cash charges that are deemed to be not indicative of the Company’s core operating results.
•Nevada Taverns — expenses included depreciation and amortization, non-cash lease benefit, loss on disposal of assets, interest expense, preopening expenses, and other non-cash charges that are deemed to be not indicative of the Company’s core operating results.
(4) Other segment items for the Distributed Gaming reportable segment divested in 2024 for the period of January 1, 2024 - January 10, 2024 included payroll and related, operating expenses, cost of sales and interest expense.
(5) Other segment items in Corporate and Other included payroll and related, operating expenses, depreciation and amortization, non-cash lease expense, share-based compensation, gain on disposal of assets, gain on sale of businesses, loss on debt extinguishment and modification, interest expense and other non-cash charges that are deemed to be not indicative of the Company’s core operating results.
| Year Ended December 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | Nevada Casino Resorts | Nevada Locals Casinos | Nevada Taverns | Distributed Gaming | Maryland Casino Resort | Total Reportable Segments | Corporate and Other | Consolidated | ||||||||||||||||||||||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Gaming | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Food and beverage | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Rooms | ||||||||||||||||||||||||||||||||||||||||||||||||||
Other (1) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total revenues | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Segment (expenses) income | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Payroll and related | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Operating expenses | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Cost of sales | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
Other segment items (2) (3) (4) | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||
| Adjustments | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Non-cash lease benefit | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Gain on disposal of assets | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Gain on sale of businesses | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Loss on debt extinguishment and modification | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Preopening and related expenses | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Impairment of assets | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other, net | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense, net | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Income before income tax provision | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Income tax provision | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
(1) Includes lease revenue accounted for under ASC 842 for the arrangements in which the Company is a lessor. Refer to “Note 2 — Summary of Significant Accounting Policies” and “Note 12 — Leases” for details.
74
Table of Contents
(2) Other segment items for each reportable segment included the following expenses:
•Nevada Casino Resorts — expenses included depreciation and amortization, non-cash lease benefit, gain on disposal of assets, interest expense, impairment of assets, preopening expenses, and other non-cash charges that are deemed to be not indicative of the Company’s core operating results.
•Nevada Locals Casinos — expenses included depreciation and amortization, non-cash lease expense, gain on disposal of assets, interest expense, preopening expenses, and other non-cash charges that are deemed to be not indicative of the Company’s core operating results.
•Nevada Taverns — expenses included depreciation and amortization, non-cash lease benefit, loss on disposal of assets, interest expense, preopening expenses, and other non-cash charges that are deemed to be not indicative of the Company’s core operating results.
(3) Other segment items for the reportable segments divested in 2023:
•Distributed Gaming — expenses included payroll and related, operating expenses, depreciation and amortization, non-cash lease expense, gain on disposal of assets, interest expense and other non-cash charges that are deemed to be not indicative of the Company’s core operating results.
•Maryland Casino Resort — expenses included payroll and related, operating expenses, interest expense and other non-cash charges that are deemed to be not indicative of the Company’s core operating results.
(4) Other segment items in Corporate and Other included payroll and related, operating expenses, depreciation and amortization, non-cash lease expense, share-based compensation, gain on sale of businesses, loss on debt extinguishment and modification, interest expense and other non-cash charges that are deemed to be not indicative of the Company’s core operating results.
Assets
The Company’s assets by segment consisted of the following amounts:
| (In thousands) | Nevada Casino Resorts | Nevada Locals Casinos | Nevada Taverns | Total Reportable Segments | Corporate and Other | Consolidated | |||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Capital Expenditures
The Company’s capital expenditures by segment consisted of the following amounts:
| (In thousands) | Nevada Casino Resorts (1) | Nevada Locals Casinos (2) | Nevada Taverns (3) | Distributed Gaming (4) | Maryland Casino Resort | Total Reportable Segments | Corporate and Other (5) | Consolidated | ||||||||||||||||||||||||||||||||||||||||||
| For the year ended December 31, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| For the year ended December 31, 2024 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| For the year ended December 31, 2023 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
(1)Capital expenditures in the Nevada Casino Resorts reportable segment excluded non-cash purchases of property and equipment of $0.5 million, $1.2 million, and $1.0 million as of December 31, 2025, 2024, and 2023, respectively.
(2)Capital expenditures in the Nevada Locals Casinos reportable segment excluded non-cash purchases of property and equipment of $0.2 million and $0.3 million as of December 31, 2025 and 2024, respectively.
(3)Capital expenditures in the Nevada Taverns reportable segment excluded non-cash purchases of property and equipment of $0.2 million, $0.2 million and $0.7 million as of December 31, 2025, 2024 and 2023, respectively.
(4)Capital expenditures in the Distributed Gaming reportable segment excluded non-cash purchases of property and
75
Table of Contents
equipment of $0.2 million as of December 31, 2023.
Note 16 – Subsequent Events
The Company’s management evaluates subsequent events through the date of issuance of the consolidated financial statements.
As discussed in “Note 8 — Shareholders’ Equity and Stock Incentive Plans,” subsequent to the fiscal year end, on February 24, 2026, the Company’s Board of Directors authorized its next recurring quarterly cash dividend of $0.25 per share of the Company’s common stock payable on April 1, 2026 to shareholders of record as of March 18, 2026. In addition, as discussed in “Note 7 — Long-Term Debt,” on January 28, 2026, the Company repaid $8 million under its Revolving Credit Facility, thereby increasing the borrowing availability to $203 million.
There were no additional subsequent events that occurred after December 31, 2025 but prior to the date of issuance of the consolidated financial statements that would require adjustment to or disclosure in the consolidated financial statements as of December 31, 2025.
76
Table of Contents
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
a.Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to provide reasonable assurance of achieving the objective that information in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified and pursuant to the requirements of the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate to allow for timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by SEC Rule 13a-15(b), we carried out an evaluation, with the participation of our management, including our CEO and CFO, of the effectiveness of our disclosure controls and procedures as of December 31, 2025, the end of the period covered by this Annual Report on Form 10-K. Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2025.
b.Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.
The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Deloitte & Touche LLP, our independent registered public accounting firm, as stated in their report in Part II, Item 8 of this Annual Report on Form 10-K.
c.Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
Our directors and officers (as defined in Rule 16a-1(f)) did not adopt terminate
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Our Directors and Executive Officers
Our Board currently consists of five members. Biographical information for each of our directors and executive officers as of
77
Table of Contents
the date of this Annual Report is set forth below. Executive officers serve at the discretion of our Board of Directors. There are no family relationships between our directors and executive officers, other than Blake L. Sartini II, our Executive Vice President and Chief Operating Officer, who is the son of Blake L. Sartini.
| Name | Age | Position with Golden | Principal Occupation/Business | |||||||||||||||||
| Blake L. Sartini | 67 | Chairman of the Board and Chief Executive Officer | Executive Officer and Director of Golden and certain of its subsidiaries and affiliates | |||||||||||||||||
| Andy H. Chien | 50 | Independent Director | Managing Member of Entertainment Leisure Management LP | |||||||||||||||||
| Ann D. Dozier | 58 | Independent Director | Executive Vice President, Chief Information Officer of Ahold Delahize USA | |||||||||||||||||
| Mark A. Lipparelli | 60 | Independent Director | Managing Member and Chief Executive Officer of GVII, LLC, Managing Member of CAMS, LLC and Chairman and Managing Member of SBOpco, LLC | |||||||||||||||||
| Terrence L. Wright | 76 | Independent Director | Board Member of Westcor Land Title Insurance Company | |||||||||||||||||
| Charles H. Protell | 51 | President and Chief Financial Officer | Executive Officer of Golden and certain of its subsidiaries and affiliates | |||||||||||||||||
| Blake L. Sartini II | 40 | Executive Vice President and Chief Operating Officer | Executive Officer of Golden and certain of its subsidiaries and affiliates | |||||||||||||||||
| Viktoryia G. Pulliam | 43 | Senior Vice President and Chief Accounting Officer | Executive Officer of Golden and certain of its subsidiaries and affiliates | |||||||||||||||||
Executive Officers
Below is information about our executive officers:
Blake L. Sartini joined Golden as Chairman of the Board and Chief Executive Officer in July 2015 in connection with the Sartini Gaming merger and served as the President of Golden from that time until August 2019. Prior to the merger, Mr. Sartini served as the President and Chief Executive Officer of Sartini Gaming from its formation in January 2012, and as the founder and Chief Executive Officer of Golden Gaming, which he established in 2001. Prior to Golden Gaming, Mr. Sartini served in various management and executive positions with Stations Casinos from 1985 to 2001, including as Executive Vice President and Chief Operating Officer upon Golden’s public offering in 1993. Additionally, he served as a director of Station Casinos from 1993 until 2001. In 1986, Mr. Sartini founded Southwest Services, Inc. (the predecessor to Golden Gaming) and served as its President beginning in 1993. Before joining Station Casinos, he held key operational positions with the El Cortez Hotel and Casino, as well as the Barbary Coast Hotel and Casino. Mr. Sartini is a member of the University of Nevada, Las Vegas Foundation’s Board of Trustees and was appointed to the Nevada Gaming Policy Committee in March 2014 by Governor Sandoval. Mr. Sartini received a Bachelor of Science degree in Business Administration from the University of Nevada, Las Vegas. Mr. Sartini’s position as our Chairman and Chief Executive Officer, together with his deep knowledge of our business as a founder of Golden Gaming and his extensive executive management and industry experience gained over more than 30 years in the gaming industry, makes him a highly qualified and valuable member of our Board.
Charles H. Protell joined Golden as Executive Vice President, Chief Strategy Officer and Chief Financial Officer in November 2016 and was promoted to President in August 2019. Mr. Protell previously also served as Golden’s Treasurer. Prior to joining Golden, Mr. Protell served as managing director at Macquarie Capital’s investment banking group since May 2011, and as co-founder and a managing director at REGAL Capital Advisors from January 2009 until its acquisition by Macquarie Capital in May 2011. Prior to co-founding REGAL Capital Advisors, Mr. Protell held various investment banking roles at Credit Suisse, Deutsche Bank and CIBC World Markets. Mr. Protell received a Bachelor of Science degree in Commerce from the University of Virginia.
Blake L. Sartini II joined Golden as Senior Vice President of Distributed Gaming in July 2015 in connection with the Sartini Gaming merger, was promoted to Executive Vice President of Operations in June 2021, and became Golden’s Executive Vice President and Chief Operating Officer in March 2024. In his current role, Mr. Sartini II assumed additional responsibility for the oversight of all Golden’s operating casinos in addition to overseeing Golden’s Nevada taverns. From January 2010 until the Sartini Gaming merger, Mr. Sartini II served in various roles with Sartini Gaming, including as Vice President of Operations for GRO, a subsidiary of Sartini Gaming, from September 2014, as assistant director for GRO from January 2012 to September 2014, and as a marketing manager from January 2010 to January 2012. Prior to joining Sartini Gaming, Mr. Sartini II served as
78
Table of Contents
senior business associate with the Ultimate Fighting Championship for its international event operations and talent relations in the United Kingdom. Mr. Sartini II received a Bachelor of Science degree in Business Administration from Chapman University in Orange, California.
Viktoryia G. Pulliam joined Golden as Director of Financial Reporting, Technical and Corporate Accounting in July 2020, was promoted to Vice President of Financial Reporting, Technical and Corporate Accounting in April 2022, and became Golden’s Senior Vice President and Chief Accounting Officer in March 2025. Mrs. Pulliam has over 16 years of financial leadership experience, including nine years with public accounting firm Deloitte & Touche, where she concluded her tenure as a Senior Manager serving a variety of companies in the gaming industry. Prior to joining Golden, she served as a Director of Financial Reporting at Everi Holdings Inc. from May 2018 to July 2020, overseeing financial reporting and corporate accounting functions as well as regulatory compliance across multiple U.S. and international jurisdictions. Mrs. Pulliam is a licensed Certified Public Accountant in the state of Nevada and serves as a member of the Board of Directors of the Accounting Advisory Board at the UNLV Lee Business School. Mrs. Pulliam earned her Bachelor of Science degree in Accounting, summa cum laude, from the University of Nevada, Las Vegas.
Non-Employee Directors
Below is information about our non-employee directors:
Andy H. Chien currently serves as the Managing Member of Entertainment Leisure Management LP and previously served as the Chief Financial Officer and Treasurer of MGM Growth Properties LLC (NYSE:MGP), a position he held since its initial public offering in April 2016 until its sale to VICI Properties in April 2022. From 2009 to 2016, Mr. Chien held various roles at Greenhill & Co., a boutique investment banking firm, most recently serving as a Managing Director responsible for the firm’s REIT, gaming, lodging and leisure clients. Prior to that, Mr. Chien worked in the investment banking departments at UBS Investment Bank and Citigroup/Salomon Smith Barney. He has also held various positions at Commerce One and Intel Corporation. Mr. Chien received a master of business administration degree in finance and real estate from the UCLA Anderson School of Management, and a Bachelor of Science degree in Electrical Engineering, summa cum laude, from the University of Michigan. We believe Mr. Chien’s qualifications to sit on our Board include his business, leadership and investment banking experience and his familiarity with the gaming, entertainment and real estate markets in which we operate.
Ann D. Dozier currently serves as Chief Information Officer (“CIO”) for a leading grocery retail group, Ahold Delhaize USA. In this position, which she has held since February 2025, she oversees the entirety of information technology in support of the U.S. brands - Food Lion, Giant Food, The GIANT Company, Hannaford and Stop & Shop - which together operate more than 2,000 retail stores and significant e-commerce businesses that nourish more than 24 million customers each week. Prior to taking on this role, Mrs. Dozier served as Chief Information and Technology Officer of Southern Glazer’s Wine and Spirits, LLC since 2015. Mrs. Dozier also served in technology, commercial, and transformational leadership roles at The Coca-Cola Company, Inc., Coca-Cola Enterprises, Inc., Dean Foods and Colgate Palmolive. She was also named the 2024 Consumer Goods Technology CIO of the Year, and in 2023 received the Woman of Wonder award in recognition of her support of community efforts empowering young women to pursue careers in technology. Mrs. Dozier earned a Bachelor of Science degree in economics from the University of Georgia and attended Harvard Business School’s Executive Management Program. Mrs. Dozier is highly qualified to sit on our Board due to her extensive experience as an executive in the food and beverage industry with particular strengths in global technology including both enterprise resource planning and digital transformations, cybersecurity, business operations, and mergers and acquisitions.
Mark A. Lipparelli currently serves as the Managing Member and Chief Executive Officer of GVII, LLC; the Managing Member of CAMS, LLC, a technology services company to the online gaming industry; Chairman and Managing Member of SBOpco, LLC, a sportsbook company formerly operating as SuperBook; Chairman of the Board of Directors for Galaxy Gaming, Inc., a company that develops, manufactures and distributes innovative proprietary table games, state-of-the-art electronic wagering platforms and enhanced bonusing systems to land-based, riverboat, cruise ship and online casinos worldwide; and Board member of the General Commercial Gaming Regulatory Authority. Additionally, Mr. Lipparelli serves as an advisor to various operating and investment entities through his role as Managing Member of GVIII, LLC. Mr. Lipparelli also formerly represented State Senate District 6 in the Nevada Legislature, having been appointed to the post in December 2014, and served on a number of Senate committees. Mr. Lipparelli has also twice been an appointee to the Nevada Gaming Policy Committee. Between 2009 and 2012, Mr. Lipparelli served as a board member and chairman of the Nevada Gaming Control Board. Between 2002 and 2007, Mr. Lipparelli served in various executive management positions at Bally Technologies, Inc., a gaming technology supply company listed on the NYSE, including as Executive Vice President of Operations. Prior to joining Bally Technologies, Inc., Mr. Lipparelli served as Executive Vice President and then President of Shuffle Master, Inc., a publicly traded gaming supply company, from 2001 to 2003; as Chief Financial Officer of Camco, Inc., a retail chain holding company, from 2000 to 2001; as Senior Vice President of Entertainment Systems for Bally Gaming, Inc. (a subsidiary of publicly traded Alliance Gaming Corporation), from 1998 to 2000; and various management positions
79
Table of Contents
including Vice President of Finance for publicly traded Casino Data Systems from 1993 to 1998. Mr. Lipparelli is a Board Trustee Emeritus of the University of Nevada Foundation, former Chairman of the Board of the International Center for Responsible Gaming, member of the International Association of Gaming Advisors and a member of the International Masters of Gaming Law. Mr. Lipparelli holds a Bachelor of Science degree in Finance and a master’s degree in Economics from the University of Nevada, Reno. Among other qualifications, Mr. Lipparelli brings over 25 years of experience in the gaming industry, including his service as Chief Executive Officer of a strategic advisory and product development firm and various executive management positions at companies serving the gaming industry. He also provides information security expertise to our Board through his leadership positions with technology services companies, and contributes his legislative experience with the State Senate and past roles with the Nevada Gaming Control Board.
Terrence L. Wright serves as a board member of Westcor Land Title Insurance Company, a company he founded in 1991 and which is licensed to issue policies of title insurance throughout the United States. Mr. Wright is an emeritus member of and past Chairman of the University of Nevada Las Vegas Foundation Board, served on the Board of Directors of Southwest Gas Holdings, Inc. (NYSE:SWX) until May 2017, and is the past Chairman for the Nevada Development Authority, the Nevada Land Title Association and the Nevada Chapter of the Young Presidents’ Organization. He has also served as Board member for the Las Vegas Monorail, Pioneer Citizens Bank, First Interstate Bank, Service First Bank of Nevada and the Boy Scouts of America. Mr. Wright received a Bachelor of Science degree in Business Administration and a juris doctor from DePaul University, Chicago, and is a member of the California and Illinois bar associations. We believe Mr. Wright’s qualifications to sit on our Board include his business and leadership experience (including serving as Chairman of the Board of Westcor Land Title Insurance Company), his service as a director of other public companies, and his familiarity with the residential and commercial real estate markets in which we operate.
The address of each of the directors and executive officers of Golden’s listed above is 6595 S. Jones Boulevard, Las Vegas, Nevada 89118.
Corporate Governance
Board of Directors
Our Board of Directors has the following three standing committees: the Audit Committee, the Compensation Committee and the Corporate Governance Committee. The membership and functions of each standing committee are described below. Each standing committee operates under a written charter which, along with our Code of Business Conduct and Ethics, can be found in the Governance section of our website at https://goldenent.com/governance.html. The information on our website is not part of this Annual Report or any other report or registration statement that we furnish to or file with the SEC. In addition, the Board of Directors has formed a Compliance Committee, the membership and functions of which are described below.
Audit Committee
Our Audit Committee currently consists of Mr. Lipparelli (Chair), Mr. Chien and Mrs. Dozier. Our Board of Directors has determined that Mr. Lipparelli qualifies as an “audit committee financial expert,” as that term is defined in the rules and regulations established by the SEC. In addition, Mrs. Dozier has extensive experience in information security matters. All members of our Audit Committee meet the requirements for financial literacy under the applicable Nasdaq Stock Market rules.
The Audit Committee operates under an amended and restated written charter adopted by the Board of Directors. The primary duties and responsibilities of the Audit Committee are to (i) serve as an independent and objective party to monitor our financial reporting process and internal control system; (ii) monitor management’s efforts related to the information security matters and review management’s approach to identifying and mitigating information security risks; (iii) review and appraise the audit performed by our independent auditors, who report directly to the Committee; and (iv) provide an open avenue of communication among the independent auditors, financial and senior management and the Board of Directors. The Audit Committee is also charged with oversight of our policies regarding risk assessment and management, including our policies regarding management of financial and information security risk exposure and review of related party transactions (as described in the section captioned in “Item 13 — Certain Relationships and Related Transactions, and Director Independence”), and our management also briefs the Audit Committee on information security risk matters quarterly, or as often as needed. The charter also requires the Audit Committee (or designated members of the Audit Committee) to review and pre-approve the annual engagement letter and the performance of all audit and non-audit accounting services to be performed by our independent registered public accounting firm (independent auditors), other than certain de minimis exceptions permitted by Section 202 of the Sarbanes-Oxley Act of 2002. The Audit Committee also reviews the independence of our independent auditors and is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. The responsibilities and activities of the Audit Committee are described in greater detail under the caption “Report of the Audit Committee of the Board,” in “Item 14 — Principal Accounting Fees and Services.”
80
Table of Contents
The Audit Committee held four meetings during the year ended December 31, 2025. The Audit Committee also held executive sessions on several occasions during the year with company management not present.
Compensation Committee
Our Compensation Committee currently consists of Mr. Wright (Chair), Mr. Chien and Mrs. Dozier. All members of our Compensation Committee are also “non-employee directors” as defined by Rule 16b-3 under the Exchange Act.
The Compensation Committee operates under a written amended and restated charter adopted by the Board of Directors. The Compensation Committee is responsible for reviewing periodically our compensation plans, philosophy and programs, and overseeing the evaluation and compensation of our executive officers. The Compensation Committee also administers our incentive compensation plans, including our Restated 2015 Plan, and our clawback policy. Under the Compensation Committee charter, our Chief Executive Officer has been delegated the authority to grant awards under our equity compensation plans to persons who are employees of Golden at or below the senior vice president level who are not serving as executive officers of Golden nor deemed to be a “named executive officer” of Golden within the meaning of SEC rules and regulations, provided that no such grant for any one individual may exceed 10,000 shares and all such grants after April 1, 2018 may not exceed 100,000 shares in the aggregate, in each case without the prior approval of the Compensation Committee. Under the Restated 2015 Plan, the Compensation Committee may delegate its duties and responsibilities to subcommittees of our directors and/or officers for awards to certain non-executive employees, subject to certain limitations that may be imposed under applicable law or regulation, including Section 16 of the Exchange Act, and/or stock exchange rules, as applicable.
The Compensation Committee has the authority, to the extent it deems necessary or appropriate, to retain a compensation consultant to assist in the evaluation of executive officer compensation. The Compensation Committee also has the sole authority to approve the consultant’s fees and other retention terms. The Compensation Committee also has the authority, to the extent it deems necessary or appropriate, to retain other advisors. Golden will provide appropriate funding, as determined by the Compensation Committee, for payment of compensation to any consulting firm or other advisors hired by the Compensation Committee.
The Compensation Committee held four meetings during the year ended December 31, 2025. Our Chief Executive Officer does not participate in deliberations concerning, and was not present for the vote on, his compensation arrangements.
Corporate Governance Committee
Our Corporate Governance Committee currently consists of Mrs. Dozier (Chair), Mr. Chien and Mr. Wright.
The Corporate Governance Committee operates under a written amended and restated charter adopted by the Board of Directors. The primary role of the Corporate Governance Committee is to (i) review and periodically reassess the overall corporate governance guidelines and policies for Golden; (ii) consider and make recommendations to the full Board of Directors concerning the appropriate size, organization, function and needs of the Board of Directors, including establishing criteria for Board of Directors membership and considering, recruiting and recommending candidates (including those recommended by shareholders) to fill new Board of Directors positions; (iii) annually reviewing performance of the current members of the Board of Directors; and (iv) recommending a slate of nominees to the Board of Directors to be considered for election or re-election at our annual meeting of shareholders. The Corporate Governance Committee is also responsible for reviewing and evaluating the performance of the Board of Directors, including overseeing the annual self-evaluation process for the Board of Directors and each of our standing committees, and ensuring that the Board of Directors receives periodic briefings and education on core concepts and trends that impact our industry, business and communities we operate in.
The Corporate Governance Committee also has oversight over corporate social responsibility initiatives, including human capital matters, and is committed to incorporating environmentally sustainable and socially responsible practices into our business operations, with an ongoing focus on environmental excellence, sustainability governance and social impact. The Committee reviews corporate social responsibility matters as they pertain to the Company’s business and long-term value creation for the Company and its shareholders, and makes recommendations to the Board of Directors regarding these issues.
The Corporate Governance Committee also reviews candidates for director and executive officer positions and presents qualified candidates to the full Board of Directors for nomination. Qualified candidates will be considered without regard to race, color, religion, gender, ancestry, national origin or disability. The Corporate Governance Committee will consider each candidate’s general business and industry experience, his or her ability to act on behalf of shareholders, potential concerns regarding director independence or conflicts of interest and other factors relevant in evaluating director nominees and executive officer candidates. Additionally, the Board of Directors will consider whether or not the candidate would be found suitable to be issued a gaming license. This is a requirement of continued Board of Directors membership and executive officer positions,
81
Table of Contents
as our directors and executive officers are subject to a variety of regulatory and licensing requirements in the various jurisdictions in which we operate gaming facilities. If any gaming authority with jurisdiction over our business were to find any of our directors or executive officers unsuitable for licensing or unsuitable to continue having a relationship with us, we would have to sever our relationship with that person. If the Corporate Governance Committee approves a new candidate for further review following an initial screening, the Corporate Governance Committee will establish an interview process for the candidate. Generally, the candidate will meet with the members of the Corporate Governance Committee, along with our Chief Executive Officer, and President and Chief Financial Officer. Contemporaneously with the interview process, the Corporate Governance Committee will conduct a comprehensive conflicts-of-interest assessment of the new candidate. The Corporate Governance Committee will consider reports of the interviews and the conflicts-of-interest assessment to determine whether to recommend the candidate to the full Board of Directors. The Corporate Governance Committee will also take into consideration the candidate’s personal attributes, including, without limitation, personal integrity, loyalty to us and concern for our success and welfare, willingness to apply sound and independent business judgment, awareness of a director’s vital part in good corporate citizenship and image, time available for meetings and consultation on company matters, and willingness to assume fiduciary responsibility.
Recommendations for candidates to be considered for election to the Board of Directors at our annual shareholder meetings may be submitted to the Corporate Governance Committee by our shareholders. Candidates recommended by our shareholders will be considered under the same standards as candidates that are identified by the Corporate Governance Committee. In order to make such a recommendation, a shareholder must submit the recommendation in writing to the Corporate Governance Committee, in care of our Secretary at our corporate office address, at least 120 days prior to the mailing date of the previous year’s Annual Meeting proxy statement. To enable the Committee to evaluate the candidate’s qualifications, shareholder recommendations must include the following information:
•The name and address of the nominating shareholder and of the director candidate;
•A representation that the nominating shareholder is a holder of record of our common stock and entitled to vote at the current year’s Annual Meeting;
•A description of any arrangements or understandings between the nominating shareholder and the director candidate or candidates being recommended pursuant to which the nomination or nominations are to be made by the shareholder;
•A resume or biographical information detailing the educational, professional and other information necessary to determine if the nominee is qualified to hold a Board of Directors position;
•Such other information regarding each nominee proposed by such shareholder as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the SEC had such nominee been nominated by the Board of Directors; and
•The consent of each nominee to serve as a director if so elected.
The Corporate Governance Committee held four meetings during the year ended December 31, 2025.
Compliance Committee
Our Compliance Committee currently consists of: Mr. Lipparelli (Chair) and Mr. Wright (each of whom is a director of Golden), and Charles H. Protell, our President and Chief Financial Officer. In addition, the Nevada Gaming Control Board requires all non-restricted casino licensees in Nevada to include an independent committee member on its Compliance Committee and we therefore have engaged Thomas Jingoli, President and Chief Operating Officer for Konami Gaming, Inc., to serve in that role.
The Compliance Committee was formed by the Board of Directors. The primary purpose of the Compliance Committee is to oversee the proper implementation of our Gaming Compliance and Reporting Plan (the “Compliance Plan”) that is required by our order of registration with the Nevada Gaming Commission. Among other things, the role of the Compliance Committee is to: (i) ensure the effective implementation of the Compliance Plan; (ii) review and reassess periodically the adequacy of the Compliance Plan and the applicable reporting system utilized by our corporate compliance officer, and recommend any changes as deemed appropriate; (iii) identify and bring to the attention of the Board of Directors current and emerging corporate gaming and regulatory compliance trends and issues that may affect our business operations, performance, public image or compliance with applicable local, state and federal laws; (iv) provide oversight and periodic review of our regulatory compliance policies, programs and systems; and (v) generally make recommendations to the Board of Directors on gaming and regulatory compliance matters.
The Compliance Committee held four meetings during the year ended December 31, 2025.
82
Table of Contents
Compensation Committee Interlocks and Insider Participation
The current members of the Compensation Committee are Mr. Wright (Chair), Mr. Chien and Mrs. Dozier. There were no relationships among members of the Compensation Committee, members of our Board of Directors or executive officers of Golden who served during the year ended December 31, 2025 that require disclosure under Item 407(e) of Regulation S-K promulgated under the Exchange Act.
Code of Ethics
We have adopted a code of ethics applicable to all of our employees (including our principal executive officer, principal financial officer and principal accounting officer). The code of ethics is designed to deter wrongdoing and to promote honest and ethical conduct and compliance with applicable laws and regulations. The full text of our code of ethics is published in the “Investors — Governance” section of our website at www.goldenent.com.
Insider Trading Policy
We have insider trading policies and procedures that govern the purchase, sale and other dispositions of our securities by directors, officers and employees. We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards. It is our policy to comply with U.S. insider trading laws and regulations, including with respect to transactions in our own securities.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers, directors and beneficial owners of more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission statements of ownership and changes in ownership. The same persons are required to furnish us with copies of all Section 16(a) forms they file. We believe that, during our fiscal year ended December 31, 2025, all of our executive officers, directors and beneficial owners of more than 10% of a registered class of our equity securities complied with the applicable filing requirements.
In making these statements, we have relied upon examination of the copies of all Section 16(a) forms provided to us and the written representations of our executive officers, directors and beneficial owners of more than 10% of a registered class of our equity securities.
ITEM 11. EXECUTIVE AND DIRECTOR COMPENSATION
Director Compensation Program
Under our non-employee director compensation program, non-employee members of our Board of Directors receive annual cash retainers for board and committee service, payable in arrears in quarterly installments, and an annual time-based restricted stock unit (“RSU”) award under the Restated 2015 Plan. The annual cash retainers provided to our non-employee directors are outlined below:
| Title | Annual Cash Retainer ($) | |||||||
| Board Service | 60,000 | |||||||
| Audit Committee - Chair | 25,000 | |||||||
| Audit Committee - Member | 12,500 | |||||||
| Compensation Committee - Chair | 20,000 | |||||||
| Compensation Committee - Member | 10,000 | |||||||
| Corporate Governance Committee - Chair | 15,000 | |||||||
| Corporate Governance Committee - Member | 7,500 | |||||||
| Compliance Committee - Chair | 20,000 | |||||||
| Compliance Committee - Member | 10,000 | |||||||
We do not currently pay additional compensation to a director for serving as our Lead Independent Director. For the annual time-based RSU award, the number of units issued each year is equal to $162,500 divided by the 10-day trailing average closing price of our common stock for the period preceding the date of grant. Each annual award vests in full on the first
83
Table of Contents
anniversary of the grant date. All such awards vest in full in the event of a “Change in Control” (as defined in the Restated 2015 Plan) or the director’s termination of service due to death or disability. Our average non-employee director compensation structure is set near the peer group median, with a competitive mix of equity and cash. The peer group for setting director compensation is the same peer group used by the Compensation Committee for purposes of setting executive compensation, as discussed below under “Compensation Discussion and Analysis.”
Director Stock Ownership Guidelines
Under our Stock Ownership Guidelines, non-employee directors are expected to own Golden common stock with a market value equal to five times the value of the non-employee director’s annual cash retainer (excluding any annual cash retainer for committee membership or chairmanship), for as long as he or she remains a non-employee director. Under the Stock Ownership Guidelines, applicable ownership of common stock includes:
•Shares held of record or beneficially by the non-employee director, by his or her spouse, or by trusts for the benefit of the non-employee director, his or her spouse, or members of his or her immediate family;
•Shares held in a 401(k) or other qualified pension or profit-sharing plan or deferred compensation plan for the benefit of the non-employee director; and
•Time-based RSUs that are subject to vesting restrictions based on continued service.
However, the following do not count towards ownership under the current Stock Ownership Guidelines: (i) any performance-based awards that are subject to forfeiture based on Golden’s attainment of performance goals set by the Compensation Committee, or (ii) shares of common stock subject to outstanding and unexercised stock options or warrants, whether vested or unvested and whether exercisable or unexercisable. As of December 31, 2025, each of the non-employee directors met our Stock Ownership Guidelines.
On February 24, 2026, upon recommendation by our Compensation Committee, our Board of Directors approved the accelerated vesting and settlement of the annual time-based RSU awards that were granted on May 23, 2025 to all of our non-employee directors, effective as of February 27, 2026. In accordance with the applicable award agreements, absent this acceleration, the unvested portion of such awards would have been subject to a non-employee director’s continued service with the Company through May 22, 2026.
In addition, the Board of Directors approved the grant of RSU awards to all of our non-employee directors, effective as of February 27, 2026, with each non-employee director receiving 5,643 RSU awards (representing $162,500 divided by the 10-day trailing average closing price preceding the grant date). These RSU awards would have otherwise been granted to the non-employee directors on the date of our 2026 annual meeting of stockholders in accordance with the Golden Entertainment, Inc. Non-Employee Director Compensation Program. The RSU awards that were granted to our non-employee directors will vest on May 22, 2027, subject to the director’s continued service through such date. To the extent such awards become vested in accordance with the applicable award agreement, including upon the closing of the Sale Transaction, they will be settled in the form of cash; provided that, in the event the master transaction agreement is terminated prior to the closing contemplated thereunder, Golden will be permitted to settle the awards in shares of Company’s common stock.
2025 Director Compensation Table
The following table sets forth a summary of the compensation paid to our non-employee directors pursuant to our compensation policies for the year ended December 31, 2025. Mr. Sartini is not paid any fees or other compensation for services as a member of our Board of Directors.
| Name | Fees Earned or Paid in Cash ($) | Stock Awards (1) ($) | Total ($) | |||||||||||||||||
Andy H. Chien (2) | 90,000 | 158,962 | 248,962 | |||||||||||||||||
Ann D. Dozier (2) | 97,500 | 158,962 | 256,462 | |||||||||||||||||
Mark A. Lipparelli (2) | 105,000 | 158,962 | 263,962 | |||||||||||||||||
Terrence L. Wright (2) | 97,500 | 158,962 | 256,462 | |||||||||||||||||
(1)Represents the full grant date fair value of the awards granted to our non-employee directors in 2025, as calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 — Stock Compensation. The full grant date fair value is the amount Golden will expense over the awards’ vesting period. The amounts do not reflect the actual amounts that may be realized by the non-employee directors. A discussion of the assumptions used in the valuation of the stock awards may be found in “Note 8 — Shareholders’
84
Table of Contents
Equity and Stock Incentive Plans” in Part II, Item 8: Financial Statements and Supplemental Data of this Annual Report.
(2)As of December 31, 2025, the individuals who served as non-employee directors during 2025 held the following outstanding option awards and RSU awards:
| Name | Shares Underlying Option Awards (#) | RSU Awards (1) (#) | ||||||||||||
| Andy H. Chien | — | 15,429 | ||||||||||||
| Ann D. Dozier | — | 5,762 | ||||||||||||
| Mark A. Lipparelli | — | 15,429 | ||||||||||||
| Terrence L. Wright | 30,000 | 15,429 | ||||||||||||
(1)Includes dividend equivalents issued on 2025 RSU awards.
Executive Compensation
Compensation Discussion and Analysis
The information contained in this Compensation Discussion and Analysis (“CD&A”) and the executive compensation disclosures below are provided for the individuals who were Golden’s named executive officers for the year ended December 31, 2025, who we refer to collectively as the “NEOs”:
•Blake L. Sartini, Chief Executive Officer and Chairman of the Board of Directors;
•Charles H. Protell, President and Chief Financial Officer;
•Blake L. Sartini II, Executive Vice President and Chief Operating Officer;
•Viktoryia G. Pulliam, Senior Vice President and Chief Accounting Officer; and
•Thomas E. Haas, Former Senior Vice President and Chief Accounting Officer.
Executive Summary - 2025 Golden Executive Compensation Program
The Compensation Committee has designed our compensation programs and practices to drive financial performance and senior management focus on our business strategy. Our compensation programs and practices are intended to reward superior corporate performance and provide long-term incentives to employees in roles critical to our future.
Annual Incentive Bonuses. Our Compensation Committee approved a 2025 performance-based annual incentive program (the “2025 Annual Incentive Program”). Our NEOs’ target incentive opportunities were set consistent with competitive market levels. The 2025 Annual Incentive Program was based on Adjusted EBITDA (as calculated for 2025 Annual Incentive Program purposes) with payout opportunities ranging from 0% to 200% of target. Based on review of both financial and non-financial performance during 2025, on February 23, 2026, the Compensation Committee approved an annual bonus payout at 85.7% of target for our NEOs.
Long-Term Incentive Awards. Our Compensation Committee approved a 2025 long-term incentive structure for our NEOs consisting of 50% RSUs (vesting over three years in equal installments) and 50% performance-based restricted stock units (“PSUs”) (earned based on one-year Adjusted EBITDA performance (as calculated for 2025 Annual Incentive Program purposes)). Payout opportunities for the PSUs range from 0% to 200% of target. The number of earned shares, if any, for the PSUs is then subject to an additional two-year service-based vesting period, with such shares vesting on the third anniversary of the grant date. In accordance with the performance achievement relative to the performance goals as determined under our 2025 Annual Incentive Program, our NEOs earned PSUs under our 2025 Annual Incentive Program at 85.7% of target.
85
Table of Contents
Corporate Governance Highlights
| What We Do (Best Practice) | What We Don’t Allow | ||||||||||
| ü | Enforce strict insider trading policies and enforce blackout trading periods for executives and directors | X | No change-in-control severance multiple in excess of three times salary and target bonus | ||||||||
| ü | Set meaningful stock ownership guidelines for executives and non-employee directors | X | No single-trigger or modified single-trigger change-in-control arrangements | ||||||||
| ü | Disclose performance goals and performance results for our performance-based annual incentive program and our PSUs | X | No excise tax gross-ups upon a change in control | ||||||||
| ü | Set a maximum individual payout limit on our performance-based annual incentive program and our PSUs | X | No re-pricing or cash buyout of underwater stock options or stock appreciation rights without shareholder approval | ||||||||
| ü | Maintain severance and change-in-control provisions that are consistent with market practice, including double-trigger requirements for change-in-control protection | X | No enhanced retirement formulas | ||||||||
| ü | Retain an independent compensation consultant reporting directly to the Compensation Committee | X | No guaranteed annual or multi-year compensation | ||||||||
| ü | Appoint lead independent director | X | No market timing with granting of equity awards | ||||||||
Executive Compensation Program Objectives
The primary objectives of our executive compensation program are: (i) to be competitive with compensation paid by companies in the same market in which we compete for executive talent; (ii) to align executive compensation with our corporate strategies, business objectives and the interests of our shareholders by rewarding successful execution of our business plan and key corporate objectives; and (iii) to provide the majority of total compensation in the form of variable compensation, comprised of annual cash incentive awards and long-term equity incentive awards, with compensation dependent upon corporate performance results and the creation of long-term shareholder value.
Setting Executive Compensation
Role of the Compensation Committee
As described above in “Corporate Governance — Board of Directors — Compensation Committee,” the Compensation Committee operates under a written charter adopted by the Board of Directors, is responsible for reviewing periodically our compensation plans, philosophy and programs, and overseeing the evaluation and compensation of our executive officers and administers our incentive compensation plans.
Our executive compensation program is reviewed annually by the Compensation Committee. In the first quarter of each year, the Compensation Committee reviews the performance of each of our executive officers during the previous year. At this time, the Compensation Committee also reviews our actual corporate performance for the prior year and makes the final annual incentive payment determinations based on such performance and the Compensation Committee’s evaluation of each executive’s individual performance for the prior year. In connection with this annual review, the Compensation Committee also reviews and adjusts, as appropriate, base salaries and annual target bonus levels for the NEOs and reviews and grants long-term equity incentive awards to the NEOs, in each case based on the Compensation Committee’s performance evaluations, competitive market data provided by its independent compensation consultant, and other factors considered appropriate by the Compensation Committee, including internal pay equity. During the year, the Compensation Committee may also evaluate and make compensation adjustments or grants of additional discretionary bonuses and/or long-term incentive awards to our executives and certain other eligible employees, as and to the extent deemed appropriate by the Compensation Committee. The Compensation Committee is supported by management and its independent compensation consultant, as further described below.
Compensation Determination Process
The Compensation Committee determines each element of an executive’s initial compensation package within the framework of the objectives of its executive compensation program based on numerous factors, including:
86
Table of Contents
•The individual’s particular background, track record and circumstances, including training and prior relevant work experience;
•The individual’s role with us and the compensation paid to similar persons in the peer companies represented in the compensation data that the Compensation Committee reviews;
•The demand for individuals with the specific expertise and experience of the executive;
•Internal equity among the executive group;
•Competitive market data for the role;
•Performance goals and other expectations for the position; and
•Uniqueness of industry skills.
In general, the terms of our executive employment agreements are initially negotiated by management and our legal counsel. The agreements for executives over whose compensation the Compensation Committee has authority are presented to the Compensation Committee for its consideration and approval.
During the review and approval process for the employment agreements for executives under its purview, and during its annual review of executive compensation, the Compensation Committee considers the appropriate amounts for each component of compensation and the compensation design appropriate for the individual executive. We seek to achieve an appropriate mix between equity incentive awards and cash payments in order to meet our objectives. In determining each element of compensation for any given year, the Compensation Committee considers and determines each element individually and then reviews the resulting total compensation and determines whether it is reasonable and competitive.
Role of Management
The Compensation Committee relies on input and recommendations of our Chief Executive Officer when evaluating factors relative to the compensation of the NEOs. Our Chief Executive Officer provides the Compensation Committee with his assessment of the performance of these individuals and his perspective on the factors described above in developing his recommendations for their compensation, including salary adjustments, cash bonuses and equity incentives. The Compensation Committee discusses our Chief Executive Officer’s recommendations, reviews competitive market data from our independent consultant, and then approves or modifies the recommendations in collaboration with the Chief Executive Officer.
Our Chief Executive Officer’s compensation is determined solely by the Compensation Committee, which approves any adjustments to his base salary, cash bonus or equity incentives from year to year. The Compensation Committee reviews the Chief Executive Officer’s performance for the year and competitive market data from our independent consultant and makes determinations regarding his compensation independently and without him present. As required by the Nasdaq listing standards and our corporate governance guidelines, the Chief Executive Officer does not participate in deliberations concerning, or vote on, his compensation arrangements and does not opine on the compensation arrangements of our Executive Vice President and Chief Operating Officer due to the relationship between these executives.
In addition to recommendations put forth by our Chief Executive Officer, other members of our executive team are involved in the compensation process by assembling data to present to the Compensation Committee. Other members of our executive management team also may attend portions of the Compensation Committee meetings from time to time.
Role of the Independent Compensation Consultant
For 2025, the Compensation Committee engaged Aon, an independent compensation consultant, to provide independent executive compensation advisory services, including recommending an appropriate peer group for setting 2025 compensation and conducting a 2025 annual total compensation study for executive and key manager positions. Aon did not provide any other services to us in 2025 beyond its engagement as an advisor to the Compensation Committee on executive and director compensation matters. After review and consultation with Aon and management, the Compensation Committee determined that Aon was independent and that there was no conflict of interest resulting from retaining Aon during the year ended December 31, 2025. In reaching these conclusions, the Compensation Committee considered the factors set forth in Exchange Act Rule 10C-1 and Nasdaq listing standards.
Peer Companies and Competitive Market Data
The Compensation Committee annually approves a peer group to be used for comparative market data as well as executive compensation program design. The peer group is constructed with input from the Compensation Committee’s independent
87
Table of Contents
compensation consultant and management and is ultimately approved by the Compensation Committee after review. The Compensation Committee worked with Aon to assess our peer group and approved an updated peer group for use by the Compensation Committee for purposes of determining 2025 compensation.
The parameters for determining the appropriate peer group annually are a combination of the following:
•Gaming, hotel, and leisure companies;
•Revenues of approximately 0.4x to 3.0x Golden’s annual revenues;
•Companies using Golden as a peer company;
•Peer companies of the peer companies; and
•Companies Golden competes with for management talent and business.
The peer group approved by the Compensation Committee for purposes of establishing executive compensation for 2025 consisted of 13 companies in the gaming and hospitality industries. The Compensation Committee used this peer group consisting of the companies presented in the table below in connection with its evaluation of competitive target total compensation opportunities for executive officers for 2025 (listed from largest to smallest by revenue):
| Company | Ticker | |||||||
| Boyd Gaming Corporation | BYD | |||||||
| Red Rock Resorts, Inc. | RRR | |||||||
| Wyndham Hotels & Resorts | WH | |||||||
| BJ’s Restaurants | BJRI | |||||||
| Accel Entertainment, Inc. | ACEL | |||||||
| Sphere Entertainment Co. | SPHR | |||||||
| Dine Brands Global | DIN | |||||||
| Choice Hotels International, Inc. | CHH | |||||||
| The Marcus Corporation | MCS | |||||||
| Monarch Casino & Resort, Inc. | MCRI | |||||||
| Target Hospitality | TH | |||||||
| Inspired Entertainment | INSE | |||||||
| Full House Resorts | FLL | |||||||
Peer group disclosure is supplemented with survey market data for selected roles, where broader U.S. market comparisons are relevant. We believe the review of both peer group and survey data provides an appropriate comprehensive market overview for determining compensation adjustments. With respect to the survey data presented to the Compensation Committee, the identities of the individual companies included in the survey were not provided to the Compensation Committee, and the Compensation Committee did not refer to individual compensation information for such companies.
The Committee uses competitive compensation data from the annual total compensation study of peer companies and surveys to inform decisions about overall compensation opportunities and specific compensation elements. Additionally, the Committee uses multiple reference points when establishing targeted compensation levels. The Committee does not benchmark specific compensation elements or total compensation to any specific percentile relative to the peer companies or the broader United States market. Instead, the Committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as Company, business and individual performance, scope of responsibility, critical needs and skill sets, leadership potential and succession planning.
The allocation of an executive’s target total cash compensation and his annual long-term incentive awards may vary from year to year. However, the Compensation Committee believes that all executive officers should have a significant amount of their total compensation package in the form of performance-based incentive compensation (annual cash bonus incentives) and long-term incentive compensation (long-term equity-based awards).
Consideration of Say-on-Pay Vote Results
At our 2025 annual meeting of shareholders, shareholders approved, on an advisory basis, the compensation of our NEOs at that time, as disclosed pursuant to the compensation disclosure rules of the SEC, with approximately 78.6% of shareholder votes cast in favor of our say-on-pay resolution (excluding abstentions and broker non-votes). As the Compensation Committee
88
Table of Contents
evaluated our executive compensation policies and practices following the 2025 annual meeting of shareholders, the Committee was mindful of the strong support our shareholders expressed for our compensation philosophy and objectives. As a result, the Compensation Committee decided to retain our general approach to executive compensation, with an emphasis on incentive compensation that rewards our executive officers when they deliver value for our shareholders. The Compensation Committee will continue to consider the outcome of say-on-pay advisory votes when making future compensation decisions for our NEOs.
2025 Executive Compensation Decisions
Base Salary
Based on a review of competitive market data provided by Aon, the Compensation Committee approved the following base salaries:
| NEO | 2024 Base Salary ($) | 2025 Base Salary ($) | % Change | |||||||||||||||||
| Blake L. Sartini | 1,050,000 | 1,050,000 | — | % | ||||||||||||||||
| Charles H. Protell | 785,000 | 785,000 | — | % | ||||||||||||||||
| Blake L. Sartini II | 550,000 | 550,000 | — | % | ||||||||||||||||
Viktoryia G. Pulliam (1) | 215,000 | 275,000 | 28 | % | ||||||||||||||||
Thomas E. Haas (2) | 300,000 | 300,000 | — | % | ||||||||||||||||
(1)Effective March 21, 2025, Mrs. Pulliam was promoted to Golden’s Senior Vice President and Chief Accounting Officer. In connection with this promotion, Mrs. Pulliam’s base salary increased to $275,000.
(2)Effective March 21, 2025, Mr. Haas resigned from his position as Senior Vice President and Chief Accounting Officer. Mr. Haas is included as an NEO in this Annual Report because he was determined to be an NEO due to his service to the Company in 2025 in accordance with Item 402(a)(3)(iv); however, Mr. Haas no longer remains employed by Golden.
Any future adjustments to base salary for our NEOs will be reflective of factors such as the scope of their responsibilities, background, track record, training and experience, as well as competitive external market positioning and the overall market demand for such executives. As with total executive compensation, we intend that executive base salaries should be competitive with the range of salaries for executives in similar positions and with similar responsibilities. An executive’s base salary will be evaluated together with components of the executive’s other compensation to ensure that the executive’s target and actual total compensation are consistent with our overall compensation philosophy.
Annual Incentive Program
Under Golden’s 2025 Annual Incentive Program, each NEO’s annual bonus is generally tied to corporate goals established at the beginning of each fiscal year by the Compensation Committee, and if there is more than one corporate performance goal, with the relative weightings between those goals also approved by the Compensation Committee. A portion of an NEO’s annual bonus may also be determined in the discretion of the Compensation Committee based on the participant’s individual performance and such other factors as the Compensation Committee deems appropriate. A participant must generally remain employed through the date of payment of his or her annual bonus under the annual incentive program in order to remain eligible to receive such bonus.
The 2025 Annual Incentive Program provided annual bonus opportunities for the NEOs and other employees designated as participants by the Compensation Committee. The methodology for determining annual bonuses under the 2025 Annual Incentive Program was designed to motivate and reward participants for their contributions to Golden, based on Adjusted EBITDA performance (as calculated for 2025 Annual Incentive Program purposes). After a thorough review of competitive market data provided by Aon, the 2025 target bonus opportunities approved by the Compensation Committee represented no change from 2024 (other than with respect to Mr. Sartini II and Mrs. Pulliam as discussed below).
89
Table of Contents
| NEO | 2024 Target | 2025 Target | ||||||||||||
| Blake L. Sartini | 150 | % | 150 | % | ||||||||||
| Charles H. Protell | 115 | % | 115 | % | ||||||||||
Blake L. Sartini II (1) | 100 | % | 110 | % | ||||||||||
Viktoryia G. Pulliam (2) | 35 | % | 50 | % | ||||||||||
| Thomas E. Haas | 75 | % | — | % | ||||||||||
(1)Effective February 24, 2025, Mr. Sartini II entered into an amended and restated employment agreement that provides for an annual target bonus opportunity of 110% of his base salary.
(2)Effective March 21, 2025, Mrs. Pulliam was promoted to Golden’s Senior Vice President and Chief Accounting Officer. In connection with this promotion, Mrs. Pulliam’s annual target bonus opportunity increased to 50% of her base salary.
The corporate financial metric for purposes of the 2025 Annual Incentive Program was Adjusted EBITDA (as calculated for 2025 Annual Incentive Program purposes). We use Adjusted EBITDA because it is an objective and quantifiable measurement of our financial performance. It provides meaningful historical comparisons, is an appropriate and consistent measurement within our industry, and is the primary driver of enhanced total shareholder return. For purposes of the 2025 Annual Incentive Program, “Adjusted EBITDA” means consolidated net income of Golden Entertainment, Inc. for 2025, plus interest expense, federal, state, local and foreign income taxes (net of any federal, state, local and foreign income tax credits), depreciation and amortization expense, share-based compensation expense, any fees and expenses related to completed or proposed acquisitions or dispositions or any amendments to our credit facilities or any loan documents thereunder, pre-opening losses, charges and expenses relating to the opening of new locations operated, or to be operated, by us, any loss on disposal of assets, executive severance and sign-on bonuses, class action litigation expenses, and any non-recurring, non-cash or extraordinary charges reducing consolidated net income, including impairments and other losses; and minus any gain on disposal of assets increasing consolidated net income, any non-recurring or extraordinary gains or charges increasing consolidated net income, any net benefit from federal, state, local and foreign income taxes increasing consolidated net income, and interest income and non-cash gains increasing such consolidated net income. 2025 Adjusted EBITDA for purposes of the 2025 Annual Incentive Program was further adjusted to exclude the cost of awards payable under the 2025 Annual Incentive Program. Adjusted EBITDA is a non-GAAP measure. For a discussion of Adjusted EBITDA and a reconciliation of net income to Adjusted EBITDA, refer to the section “Item 7— Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II of this Annual Report for further details.
Threshold, target, and maximum performance levels for Adjusted EBITDA (as calculated for 2025 Annual Incentive Program purposes) and corresponding payout opportunities were approved by the Compensation Committee on February 23, 2026. The following two tables summarize the approved Adjusted EBITDA goals and corresponding payout opportunities and the approved actual Adjusted EBITDA performance achievement (in each case with respect to Adjusted EBITDA as calculated for 2025 Annual Incentive Program purposes) and corresponding actual payout as a percent of target:
| Performance Level | Performance Requirement | 2025 Adjusted EBITDA Goals (in millions) | Payout as a % of Target | |||||||||||||||||
| Maximum | 115% of target | $174.0 | 200% | |||||||||||||||||
| Target | 100% of target | $151.3 | 100% | |||||||||||||||||
| Threshold | 85% of target | $128.6 | 50% | |||||||||||||||||
| Below Threshold | Below 85% of target | Below $128.6 | 0% | |||||||||||||||||
| 2025 Adjusted EBITDA Target (in millions) | 2025 Adjusted EBITDA Actual (in millions) | Percentage of Adjusted EBITDA Target achieved for 2025 | Final 2025 Annual Incentive Payout as a % of Target | |||||||||||||||||
| $151.3 | $144.8 | 95.7% | 85.7% | |||||||||||||||||
Long-Term Equity Incentives
Compensation through the annual grants of equity awards under the Restated 2015 Plan is intended to align executives’ and shareholders’ long-term interests by creating a direct link between a portion of executive compensation and increases in the price of our common stock. As is the case when the amounts of base salary and annual incentives are determined, a review of all elements of compensation is conducted by the Compensation Committee when determining equity awards to ensure that total compensation conforms to our overall compensation philosophy and objectives, as described above.
90
Table of Contents
2025 Long-Term Equity Incentive Awards
The 2025 Long-Term Incentive Program provided equity grants to the NEOs and other employees designated as participants by the Compensation Committee. The Compensation Committee reviewed competitive market data provided by Aon advising to implement a methodology for determining equity grant sizes designed to motivate and reward participants for their contributions to Golden. The Compensation Committee approved an award equal to 50% of each executive’s target long-term incentive value in the form of RSUs and 50% of such value in the form of PSUs for a “target” number of shares.
The RSUs will vest over three years in equal installments as follows: (i) one-third of the applicable award will vest on February 27, 2026, (ii) one-third of the applicable award will vest on March 14, 2027 and (iii) the remaining one-third of the award will vest on March 14, 2028. For information about the accelerated vesting provisions that apply to these awards under the employment agreements with the NEOs, refer to “Executive Employment Agreements and Equity Award Acceleration.”
The Compensation Committee considered numerous financial metrics for the PSU program. Adjusted EBITDA was approved as the financial metric for the PSU awards due to it being our primary determinant of long-term shareholder success. The Compensation Committee considered the overlap of Adjusted EBITDA in the Annual Incentive Program and Long-Term Equity Incentive Program, but ultimately decided that consistent Adjusted EBITDA performance (as calculated for 2025 Annual Incentive Program purposes) is the strongest link to our investors. The Compensation Committee will review and approve future financial targets to ensure consistent enhancement of financial performance and shareholder value on an annual basis.
The PSUs that will be eligible to vest will be determined based on our attainment of performance goals set by the Compensation Committee for 2025. The percentage achieved for the year relative to the performance objective for such year was applied to the “target” number of PSUs granted to each executive officer. Since 2021, the PSU grants have featured a one-year performance period for an award recipient to earn shares with a two-year additional vesting requirement. The Compensation Committee firmly believes this structure allows us to set challenging targets that better reflect current financial expectations and incorporate any changes to our business due to micro- and macroeconomic impacts to Golden and the gaming industry. The Compensation Committee continues to set challenging but reasonable targets in an uncertain environment. In addition, the final value delivered is highly dependent on sustained stock price performance over three years. The PSUs will be earned based on the following methodology:
•The performance goals for purposes of the PSUs were the same as those that were set by the Compensation Committee for purposes of the 2025 Annual Incentive Program, and the Adjusted EBITDA objectives for 2025 for purposes of the PSUs were the same as those discussed above in connection with the 2025 Annual Incentive Program. Earned shares will be dependent on our one-year performance as a percent of target.
•At “threshold” performance, 50% of the “target” number of PSUs will be earned, at “target” performance, 100% of the “target” number of PSUs will be earned, and at “maximum” performance, 200% of the “target” number of PSUs will be earned, with linear interpolation applied between performance levels.
•Following the end of 2025, the number of “earned” PSUs are then subject to two additional years of time-based vesting and will vest on March 14, 2028 (the third anniversary of the date of grant), subject to the executive’s continued employment through such vesting date.
•Based on our 2025 Adjusted EBITDA of $144.8 million (as calculated for 2025 Annual Incentive Program purposes after excluding the compensation expense of attributable to awards payable pursuant to the 2025 Annual Incentive Program in the amount of $4.8 million, the 2025 PSUs were below the target and thus, 85.7% were “earned.”
For information about the accelerated vesting provisions that apply to these awards under the employment agreements with the NEOs, refer to “Executive Employment Agreements and Equity Award Acceleration.”
The long-term incentive awards granted to the NEOs in 2025 are listed in the “2025 Grants of Plan-Based Awards” table. Since the 2025 achievement was below our performance target, 85.7% of the 2025 PSUs were earned:
91
Table of Contents
| NEO | 2025 RSUs Granted (#) | 2025 Target PSUs Granted (#) | 2025 PSUs Earned (1) (#) | |||||||||||||||||
| Blake L. Sartini | 69,799 | 69,799 | 62,057 | |||||||||||||||||
| Charles H. Protell | 41,747 | 41,746 | 37,115 | |||||||||||||||||
| Blake L. Sartini II | 24,374 | 24,374 | 21,668 | |||||||||||||||||
| Viktoryia G. Pulliam | 3,169 | 3,168 | 2,814 | |||||||||||||||||
| Thomas E. Haas | 2,659 | — | — | |||||||||||||||||
(1)Includes dividend equivalents issued on 2025 PSU awards.
2026 Long-Term Incentive Awards
On February 23, 2026, the Compensation Committee approved the accelerated vesting, effective as of February 27, 2026, of the RSU awards and PSU awards held by our NEOs that were otherwise scheduled to vest on March 14, 2026.
The Compensation Committee further approved the grants of our NEOs’ 2026 long-term incentive awards, consisting of RSU awards and PSU awards granted effective as of February 27, 2026, as follows: Mr. Sartini, 68,367 RSUs and 68,366 PSUs (at “target” performance); Mr. Protell, 40,890 RSUs and 40,889 PSUs (at “target” performance); Mr. Sartini II, 23,874 RSUs and 23,874 PSUs (at “target” performance); and Mrs. Pulliam, 2,388 RSUs and 2,387 PSUs (at “target” performance). The RSU awards will vest over three years in equal installments on March 14, 2027, 2028 and 2029, subject to an NEO’s continued service through the applicable vesting date, and the PSU awards will be eligible to vest based on the Company’s attainment of performance goals set by the Compensation Committee for 2026, with any PSU awards that are “earned” following the applicable performance period subject to service-based vesting conditions through March 14, 2029, subject to an NEO’s continued service through the applicable vesting date. All of the PSU awards and RSU awards that were granted effective as of February 27, 2026, to the extent such awards become vested in accordance with the applicable award agreements, including upon the closing of the Sale Transaction, will be settled in the form of cash; provided that, in the event the master transaction agreement is terminated prior to the closing contemplated thereunder, the Company will be permitted to settle such RSU awards and PSU awards in shares of the Company’s common stock.
Other Benefits
We provide our executives with the following types of other benefits: (i) perquisites; (ii) health, dental, life, and disability insurance; and (iii) retirement benefits. We will periodically review the levels of perquisites and other individual benefits provided to executive officers to ensure they fit within the overall compensation philosophy and competitive external market practices. From time to time, we may also agree to pay sign-on bonuses to executives who agree to commence employment with us.
Perquisites. Pursuant to the terms of their employment agreements, we provide certain perquisites to our NEOs with employment agreements. Each NEO with an employment agreement is entitled to an allowance for health insurance premiums, participation in the executive supplemental health insurance program, and term life insurance and disability coverage at our expense. In addition, our NEOs with employment agreements are entitled to reimbursement of country club dues, reimbursement of disability coverage and reimbursement of personal automobile lease, reimbursement of personal security and related expenses, and Mr. Sartini is also entitled to reimbursement of premiums under certain individually-obtained life insurance policies (not to exceed $200,000 annually). With respect to Messrs. Sartini and Sartini II, these perquisites were in effect for them prior to their joining our organization in connection with the Sartini Gaming merger in 2015.
Health, Dental, Life and Disability Insurance. We offer all of our regular employees, including the NEOs, health, life, disability and dental insurance.
Retirement Benefits. All of our regular employees, including the NEOs, who meet certain defined requirements may participate in our 401(k) plan. We have the discretion to match employee contributions. Under our current matching policy, we match one-fourth of the first four percent of gross earnings contributed by our employees, up to a maximum match of one percent. Our Board of Directors has discretion to make additional contributions to our 401(k) plan.
Severance and Change in Control Provisions. We have entered into employment agreements with each of our currently employed NEOs, aside from Mrs. Pulliam, that provide for certain severance benefits in the event that an NEO’s employment is involuntarily or constructively terminated. We recognize the challenges executives often face securing new employment following termination. To mitigate these challenges and to secure the focus of the management team on our affairs, all executive officers are entitled to receive severance payments under their employment agreements upon certain types of
92
Table of Contents
termination. The terms of these employment agreements are described under “Executive Employment Agreements and Equity Award Acceleration.”
We believe that reasonable severance benefits for our executive officers are important because there may be limited opportunities for our executive officers to find comparable employment within a short period of time following certain qualifying terminations. In addition to normal severance, we provide Mr. Sartini with enhanced benefits in the event of a qualifying termination following a change-in-control as a means of reinforcing and encouraging his continued attention and dedication to his duties without personal distraction or conflict of interest in circumstances that could arise from the occurrence of a change-in-control. We believe that the interests of shareholders are best served if the interests of our senior management are aligned with them and providing change-in-control benefits for Mr. Sartini should eliminate any reluctance to pursue potential change-in-control transactions that may be in the best interests of shareholders.
We also extend severance benefits because they are essential to help us fulfill the objectives of attracting and retaining key leadership and managerial talent. These agreements are intended to be competitive within our industry and company size and to attract highly qualified individuals and encourage them to be retained by us. While these arrangements form an integral part of the potential total compensation provided to these individuals and are considered by the Compensation Committee when determining executive compensation, the decision to offer these benefits does not influence the Compensation Committee’s determinations concerning other levels of pay or benefits.
Compensation Risk Assessment
The Compensation Committee is responsible for overseeing the risks relating to compensation policies and practices affecting senior management on an ongoing basis. The Compensation Committee believes our governance policies and compensation structure result in a compensation system that is not reasonably likely to lead to management decisions that would have a material adverse effect on Golden. The following features of our programs mitigate this risk:
•The Compensation Committee retains an independent compensation consultant to assist with annual compensation decisions;
•The Compensation Committee approves the annual incentive program financial goals at the start of the fiscal year, and approves the performance achievement level and final payments earned after the end of the fiscal year;
•The 2025 Annual Incentive Program and PSUs capped potential payouts at 200% of the target opportunity to mitigate potential windfalls;
•We utilize a mix of cash and equity incentive programs, and all equity awards granted to our NEOs are subject to multi-year vesting;
•We utilize a portfolio of equity award types;
•We utilize competitive general and change-in-control severance programs to help ensure executives continue to work towards our shareholders’ best interests in light of potential employment uncertainty; and
•Executives are subject to minimum stock ownership guidelines and limitations on trading in our securities.
Stock Ownership Guidelines
Our Stock Ownership Guidelines apply to all of our executive officers and senior vice presidents (in addition to our non-employee directors discussed in “Director Compensation” above). Under our current Stock Ownership Guidelines, our executive officers and senior vice presidents are expected to own shares of our common stock with a market value as follows:
| Position | Guideline Salary Multiple | |||||||
| Chief Executive Officer | 6x Annual Base Salary | |||||||
| President and Chief Financial Officer; Chief Operating Officer | 3x Annual Base Salary | |||||||
| All Other Executives | 1x Annual Base Salary | |||||||
Under our current Stock Ownership Guidelines, applicable ownership of common stock comprises:
•Shares held of record or beneficially by the executive, by his or her spouse, or by trusts for the benefit of the executive, his or her spouse, or members of his or her immediate family;
•Shares held in a 401(k) or other qualified pension, profit-sharing or deferred compensation plan for the benefit of the executive; and
93
Table of Contents
•Time-based RSUs that are subject to vesting restrictions based on continued service.
However, the following do not count towards ownership under the current Stock Ownership Guidelines: (i) any performance-based awards that are subject to forfeiture based on Golden’s attainment of performance goals set by the Compensation Committee, or (ii) shares of common stock subject to outstanding and unexercised stock options or warrants, whether vested or unvested and whether exercisable or unexercisable. Each executive is expected to meet the requirements set forth in the Stock Ownership Guidelines by the fifth anniversary of his or her first appointment to such office. As of December 31, 2025, each of our executive officers met our Stock Ownership Guidelines.
Policy Regarding Certain Transactions in Company Securities
Our Insider Trading Policy prohibits our directors, officers and employees from engaging in the following transactions: (i) short sales of our securities and (ii) buying or selling puts or calls or other publicly traded options with respect to our securities. Aside from such prohibitions, we do not maintain any other policies regarding hedging transactions by our directors, officer and employees.
Clawbacks
On October 2, 2023, Golden adopted a compensation recovery policy as required under the Dodd-Frank Act and in accordance with the NASDAQ’s listing rules, in each case relating to recoupment of incentive-based compensation. A copy of the policy was included as Exhibit 97 to Form 10-K for the year ended December 31, 2023 and incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 28, 2025 and this Annual Report.
Equity Award Timing Policies and Practices
We do not grant equity awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation. In the event material nonpublic information becomes known to the Compensation Committee before granting an equity award, the Compensation Committee will consider such information and use its business judgment to determine whether to delay the grant of equity to avoid any appearance of impropriety. In 2025, we did not grant awards of stock options, stock appreciation rights, or similar option-like instruments to our NEOs or our employees.
Tax and Accounting Implications
Deductibility of Executive Compensation
Section 162(m) of the Internal Revenue Code places a limit of $1,000,000 on the annual amount of compensation that publicly held companies may deduct for federal income tax purposes for any “covered employee” (as defined in Section 162(m)). Under Section 162(m), compensation above $1,000,000 is generally non-deductible for any covered employee. Our objectives are not always consistent with the requirements for full deductibility. Therefore, deductibility is not the sole factor used in setting the appropriate compensation levels paid by us and decisions leading to future compensation levels may not be fully deductible under Section 162(m). We believe this flexibility enables us to respond to changing business conditions or to an executive’s exceptional individual performance.
Accounting for Share-Based Compensation
Golden accounts for share-based payments, including its long-term equity incentive program, in accordance with the requirements of the ASC 718.
94
Table of Contents
Compensation Committee Report*
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Annual Report with management. Based on such review and discussions with management, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Annual Report.
The foregoing report is provided by the following directors, who constitute the Compensation Committee.
COMPENSATION COMMITTEE | |||||
Terrence L. Wright (Chair) | |||||
Andy H. Chien | |||||
Ann D. Dozier | |||||
95
Table of Contents
2025 Summary Compensation Table
The following table discloses compensation for the years ended December 31, 2025, 2024 and 2023 awarded to or earned by Messrs. Sartini, Protell, Sartini II, Haas, and Mrs. Pulliam each of whom was a NEO during 2025.
| Name and Principal Position | Year | Salary ($) | Stock Awards (1) ($) | Non-Equity Incentive Plan Compensation (2) ($) | All Other Compensation (3) ($) | Total ($) | ||||||||||||||||||||||||||||||||
| Blake L. Sartini | 2025 | 1,050,000 | 3,653,280 | 1,349,775 | 308,308 | 6,361,363 | ||||||||||||||||||||||||||||||||
| Chief Executive Officer and | 2024 | 1,050,000 | 4,025,075 | — | 329,062 | 5,404,137 | ||||||||||||||||||||||||||||||||
| Chairman of the Board of Directors | 2023 | 1,050,000 | 3,641,842 | 1,092,152 | 275,193 | 6,059,187 | ||||||||||||||||||||||||||||||||
| Charles H. Protell | 2025 | 785,000 | 2,185,012 | 773,657 | 82,413 | 3,826,082 | ||||||||||||||||||||||||||||||||
| President and Chief Financial | 2024 | 785,000 | 2,407,361 | — | 79,129 | 3,271,490 | ||||||||||||||||||||||||||||||||
| Officer | 2023 | 785,000 | 2,094,407 | 625,994 | 76,664 | 3,582,065 | ||||||||||||||||||||||||||||||||
| Blake L. Sartini II | 2025 | 547,885 | 1,275,735 | 518,485 | 71,267 | 2,413,372 | ||||||||||||||||||||||||||||||||
| Executive Vice President and | 2024 | 532,115 | 1,213,898 | — | 55,909 | 1,801,922 | ||||||||||||||||||||||||||||||||
| Chief Operating Officer | 2023 | 474,038 | 1,013,835 | 279,972 | 48,897 | 1,816,742 | ||||||||||||||||||||||||||||||||
Viktoryia G. Pulliam (4) | 2025 | 252,923 | 165,839 | 104,500 | 38,169 | 561,431 | ||||||||||||||||||||||||||||||||
| Senior Vice President and Chief Accounting Officer | ||||||||||||||||||||||||||||||||||||||
Thomas E. Haas (5) | 2025 | 75,000 | 69,586 | — | 212,675 | 357,261 | ||||||||||||||||||||||||||||||||
| Former Senior Vice President | 2024 | 300,000 | 306,676 | — | 13,877 | 620,553 | ||||||||||||||||||||||||||||||||
| and Chief Accounting Officer | 2023 | 300,000 | 240,118 | 156,022 | 9,690 | 705,830 | ||||||||||||||||||||||||||||||||
(1)Represents the grant date fair value of the RSUs and PSUs granted to the NEOs in the applicable fiscal year under ASC 718. The grant date fair value is the amount at the grant date Golden expected to expense over the awards’ vesting period. The amounts do not reflect the actual amounts that may be realized by the executive officers. The grant date fair value of the PSUs granted to the NEOs in 2025, 2024 and 2023 was calculated based on the probable achievement of the performance goals as determined at the date of grant, which was determined to be 100% of the target level of performance. The full grant date fair value of the 2025 PSU awards to the NEOs, assuming the highest level of possible performance, is as follows: Mr. Sartini, $3,653,280; Mr. Protell, $2,184,986; Mr. Sartini II, $1,275,735; and Mrs. Pulliam, $165,813. Refer to the discussion in “Note 8 — Shareholders’ Equity and Stock Incentive Plans” in Part II, Item 8: Financial Statements and Supplemental Data of this Annual Report for further information regarding the assumptions used in the valuation of the stock awards.
(2)Represents amounts earned under our annual incentive program.
(3)The following table contains a breakdown of the compensation and benefits included under “All Other Compensation” for the year ended December 31, 2025:
| Medical Cost Reimbursement ($) | Life Insurance Benefits ($) | Other (a) ($) | Total ($) | |||||||||||||||||||||||
| Blake L. Sartini | 82,949 | 166,359 | 59,000 | 308,308 | ||||||||||||||||||||||
| Charles H. Protell | 40,923 | 2,490 | 39,000 | 82,413 | ||||||||||||||||||||||
| Blake L. Sartini II | 43,520 | 1,632 | 26,115 | 71,267 | ||||||||||||||||||||||
| Viktoryia G. Pulliam | 29,206 | 1,155 | 7,808 | 38,169 | ||||||||||||||||||||||
| Thomas E. Haas | 2,008 | 1,230 | 209,437 | 212,675 | ||||||||||||||||||||||
(a)For Mr. Sartini, the amount shown consists of personal security service, an automobile allowance and country club dues. For Mr. Protell, the amount shown consists of an automobile allowance and country club dues. For Mr. Sartini II, the amount shown consists of an automobile allowance. For Mr. Haas, in connection with his retirement in March 2025, Mr. Haas and Golden entered into a separation agreement pursuant to which, in exchange for a release of claims,
96
Table of Contents
Mr. Haas became entitled to receive continuation of his base salary for a period of eight months ($200,000 cash severance) and 12 months of continued health benefits ($8,937), which are disclosed in the table above.
(4) Mrs. Pulliam was promoted to Golden’s Senior Vice President and Chief Accounting Officer effective March 21, 2025.
(5) Mr. Haas’ employment with Golden terminated effective March 21, 2025.
2025 Grants of Plan-Based Awards Table
The following table sets forth information regarding our 2025 Annual Incentive Program and the grants of long-term incentive awards with respect to shares of our common stock to our NEOs during the year ended December 31, 2025.
| Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | All Other Stock Awards: Number of Shares of Stock Units (#) (3) | Grant Date Fair Value of Stock Awards ($) (4) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Blake L. Sartini | — | 787,500 | 1,575,000 | 3,150,000 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| 3/14/2025 | — | — | — | — | — | — | 69,799 | 1,826,640 | ||||||||||||||||||||||||||||||||||||||||||||||||
| 3/14/2025 | — | — | — | 34,900 | 69,799 | 139,598 | — | 1,826,640 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Charles H. Protell | — | 451,375 | 902,750 | 1,805,500 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| 3/14/2025 | — | — | — | — | — | — | 41,747 | 1,092,519 | ||||||||||||||||||||||||||||||||||||||||||||||||
| 3/14/2025 | — | — | — | 20,873 | 41,746 | 83,492 | — | 1,092,493 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Blake L. Sartini II | — | 302,500 | 605,000 | 1,210,000 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| 3/14/2025 | — | — | — | — | — | — | 24,374 | 637,868 | ||||||||||||||||||||||||||||||||||||||||||||||||
| 3/14/2025 | — | — | — | 12,187 | 24,374 | 48,748 | — | 637,868 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Viktoryia Pulliam | — | 68,750 | 137,500 | 275,000 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| 3/14/2025 | — | — | — | — | — | — | 3,169 | 82,933 | ||||||||||||||||||||||||||||||||||||||||||||||||
| 3/14/2025 | — | — | — | 1,584 | 3,168 | 6,336 | — | 82,907 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Thomas E. Haas | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| — | 112,500 | 225,000 | 450,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| 3/14/2025 | — | — | — | — | — | — | 2,659 | 69,586 | ||||||||||||||||||||||||||||||||||||||||||||||||
(1)Represents bonus opportunities under our 2025 Annual Incentive Program.
(2)Represents PSUs granted on March 14, 2025. Provided that the executives continue to render services to us through the applicable vesting date, the vesting of the PSUs is subject to our attainment of an Adjusted EBITDA target for fiscal year 2025 (as calculated for 2025 Annual Incentive Program purposes). Between 0%-200% of such “target” number of shares subject to the awards were eligible to be earned based on our attainment of performance goals set by the Compensation Committee for 2025 (which were the same performance goals approved by the Compensation Committee under Golden’s 2025 Annual Incentive Program). The percentage achievement for 2025 relative to the performance objectives for such year was determined at the end of the performance period and applied to the “target” number of shares, which achievement percentage was determined to be 85.7%.
(3)Represents RSUs granted to the executives in 2025. Provided that the executives continue to render services to us through the applicable vesting date, the RSUs will vest in three equal installments; the first installment will vest on February 27, 2026 and the remaining two installments will vest on the second and third anniversaries of the date of grant. For information about the accelerated vesting provisions that apply to these awards under the employment agreements with the NEOs, if any, refer to “Executive Employment Agreements and Equity Award Acceleration.”
(4)Represents the grant date fair value of the RSUs and PSUs granted to the NEOs, as calculated under ASC 718. The grant date fair value is the amount Golden will expense over the awards’ vesting period. The amounts do not reflect the actual amounts that may be realized by the executive officers. A discussion of the assumptions used in the valuation of the stock awards may be found in “Note 8 — Shareholders' Equity and Stock Incentive Plans” in Part II, Item 8: Financial Statements and Supplemental Data of this Annual Report.
97
Table of Contents
2025 Outstanding Equity Awards at Fiscal Year-End Table
The following table sets forth certain information relating to equity awards outstanding as of December 31, 2025 for each of our NEOs.
Options Awards (1) | Stock Awards | |||||||||||||||||||||||||||||||||||||
| Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Option Exercise Price ($) (2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) (2) | Market Value of Shares, or Units of Stock That Have Not Vested ($) (9) | ||||||||||||||||||||||||||||||||
| Blake L. Sartini | 8/26/2016 | 264,000 | 10.51 | 8/26/2026 | — | — | ||||||||||||||||||||||||||||||||
| 3/20/2017 | 200,000 | 11.50 | 3/20/2027 | — | — | |||||||||||||||||||||||||||||||||
| 3/14/2023 | — | — | — | 15,227 | (3) | 414,021 | ||||||||||||||||||||||||||||||||
| 3/14/2023 | — | — | — | 31,655 | (4) | 860,699 | ||||||||||||||||||||||||||||||||
| 3/14/2024 | — | — | — | 39,392 | (5) | 1,071,068 | ||||||||||||||||||||||||||||||||
| 3/14/2025 | — | — | — | 71,753 | (6) | 1,950,961 | ||||||||||||||||||||||||||||||||
| 3/14/2025 | — | — | — | 62,057 | (7) | 1,687,330 | ||||||||||||||||||||||||||||||||
| Charles H. Protell | 11/28/2016 | 150,000 | 10.57 | 11/28/2026 | — | — | ||||||||||||||||||||||||||||||||
| 3/20/2017 | 25,000 | 11.50 | 3/20/2027 | — | — | |||||||||||||||||||||||||||||||||
| 3/14/2023 | — | — | — | 8,757 | (3) | 238,091 | ||||||||||||||||||||||||||||||||
| 3/14/2023 | — | — | — | 18,204 | (4) | 494,967 | ||||||||||||||||||||||||||||||||
| 3/14/2024 | — | — | — | 23,560 | (5) | 640,596 | ||||||||||||||||||||||||||||||||
| 3/14/2025 | — | — | — | 42,916 | (6) | 1,166,876 | ||||||||||||||||||||||||||||||||
| 3/14/2025 | — | — | — | 37,115 | (7) | 1,009,157 | ||||||||||||||||||||||||||||||||
| Blake L. Sartini II | 8/26/2016 | 70,000 | 10.51 | 8/26/2026 | — | — | ||||||||||||||||||||||||||||||||
| 3/20/2017 | 75,000 | 11.50 | 3/20/2027 | — | — | |||||||||||||||||||||||||||||||||
| 3/14/2023 | — | — | — | 4,239 | (3) | 115,257 | ||||||||||||||||||||||||||||||||
| 3/14/2023 | — | — | — | 8,811 | (4) | 239,571 | ||||||||||||||||||||||||||||||||
| 3/14/2024 | — | — | — | 11,880 | (5) | 323,017 | ||||||||||||||||||||||||||||||||
| 3/14/2025 | — | — | — | 25,056 | (6) | 681,281 | ||||||||||||||||||||||||||||||||
| 3/14/2025 | — | — | — | 21,668 | (7) | 589,153 | ||||||||||||||||||||||||||||||||
| Viktoryia G. Pulliam | 3/14/2023 | — | — | — | 253 | (3) | 6,879 | |||||||||||||||||||||||||||||||
| 3/14/2024 | — | — | — | 600 | (5) | 16,314 | ||||||||||||||||||||||||||||||||
| 3/14/2025 | — | — | — | 3,256 | (6) | 88,531 | ||||||||||||||||||||||||||||||||
| 3/14/2025 | — | — | — | 2,814 | (7) | 76,513 | ||||||||||||||||||||||||||||||||
| Thomas E. Haas | 3/14/2023 | — | — | — | 1,004 | (3) | 27,306 | |||||||||||||||||||||||||||||||
| 3/14/2023 | — | — | — | 2,086 | (4) | 56,718 | ||||||||||||||||||||||||||||||||
| 3/14/2024 | — | — | — | 3,002 | (5)(8) | 81,624 | ||||||||||||||||||||||||||||||||
| 3/14/2025 | — | — | — | 2,733 | (8) | 74,322 | ||||||||||||||||||||||||||||||||
(1)The options vested over a period of four years from the grant date. The options have a ten-year term from the date of grant.
(2)In accordance with the provisions of the 2015 Plan, the declaration of a one-time cash dividend triggered the requirement to make an equitable adjustment to the number and type of securities subject to each outstanding stock option, RSU and PSU under the 2015 Plan, including the exercise price of outstanding stock options. As a result, effective August 25, 2023, the Board of Directors adjusted the exercise price of unexercised stock option awards and the number of shares underlying RSU and PSU awards held by the NEOs to reflect the cash dividend. The exercise price of outstanding stock options was reduced by $2.00 per share and each holder of an RSU or PSU award was issued additional RSUs or PSUs with a value equal to $2.00 (calculated using the closing price per share of our common stock on August 10, 2023, the ex-dividend date). The conditions of each option grant and the vesting schedule and conditions of each RSU and PSU grant remain the same (with the additional RSUs and PSUs issued as part of this adjustment subject to forfeiture on the same terms as the underlying grants). The equitable adjustment to the outstanding awards under the 2015 Plan was mandatory under the terms of the 2015 Plan and did not result in a modification of the awards under FASB ASC Topic 718. The exercise price of the outstanding stock options held by
98
Table of Contents
the NEOs in the table above reflects the foregoing adjustment, and the number of RSUs and PSUs included in the table above includes the additional RSUs or PSUs that were issued to the NEOs as part of the foregoing adjustment. In addition, the table includes dividend equivalents issued on 2025 RSU and PSU awards.
(3)Represents RSUs granted on March 14, 2023. One-third of the RSUs granted to each executive vested on March 14, 2024, one-third vested on March 14, 2025 and, provided that the executives continue to render services to us through the applicable vesting date, the remaining RSUs will vest on February 27, 2026. For information about the accelerated vesting provisions that apply to these awards under the employment agreements with the NEOs, if any, refer to “Executive Employment Agreements and Equity Award Acceleration.”
(4)Represents PSUs granted on March 14, 2023. On March 14, 2024, the Compensation Committee determined that the 2023 PSUs were “earned” at 69.3% of “target” levels based on our performance during 2023. Thus, the PSUs are reflected at such level in the table above. This number of “earned” shares is then subject to two additional years of time-based vesting, with such shares vesting on the third anniversary of the date of grant, or on March 14, 2026. For information about the accelerated vesting provisions that apply to these awards under the employment agreements with the NEOs, if any, refer to “Executive Employment Agreements and Equity Award Acceleration.”
(5)Represents RSUs granted on March 14, 2024. One-third of the RSUs granted to each executive vested on March 14, 2025, and, provided that the executives continue to render services to us through the applicable vesting date, the remaining RSUs will vest as to one third on February 27, 2026 and one third on March 14, 2027.
(6)Represents RSUs granted on March 14, 2025. Provided that the executives continue to render services to us through the applicable vesting date, the remaining RSUs will vest as to one third on February 27, 2026, one third on March 14, 2027, and one third on March 14, 2028.
(7)Represents PSUs granted on March 14, 2025 and included at target level as of December 31, 2025 in the table above. Provided that the executives continue to render services to us through the applicable vesting date, the vesting of the PSUs was subject to our attainment of an Adjusted EBITDA target for fiscal year 2025 (as calculated for 2025 Annual Incentive Program purposes). Between 0%-200% of such “target” number of shares subject to the awards were eligible to be earned based on our attainment of performance goals set by the Compensation Committee for 2025 (which were the same performance goals approved by the Compensation Committee under our 2025 Annual Incentive Program). At “threshold” performance, 50% of the “target” number of PSUs were eligible to be earned, at “target” performance, 100% of the “target” number of PSUs were eligible to be earned, and at “maximum” performance, 200% of the “target” number of PSUs were eligible to be earned, with linear interpolation applied between performance levels. On February 23, 2026, subsequent to fiscal year end, the Compensation Committee certified our results for the 2025 PSU awards at 85.7% and the “earned” shares are then subject to two additional years of time-based vesting, with such shares vesting on the third anniversary of the date of grant, or on March 14, 2028. Thus, the PSUs are reflected at such level in the table above.
(8)In connection with his retirement in March 2025, Mr. Haas and Golden entered into a separation agreement pursuant to which, in exchange for a release of claims, Mr. Haas’ earned but unvested PSUs will remain eligible to vest, and will in all events vest on February 27, 2026, with the vesting of any PSUs subject to completion of the applicable performance period and based on actual performance.
(9)The market value per share was determined using the closing price per share of our common stock of $27.19 on December 31, 2025.
2025 Option Exercises and Stock Vested
The following table sets forth certain information relating to the exercise of stock options and the vesting of stock awards for each of our NEOs during the year ended December 31, 2025.
| Option Awards | Stock Awards | |||||||||||||||||||||||||
| Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise (1) ($) | Number of Shares Acquired on Vesting (2) (#) | Value Realized on Vesting (3) ($) | ||||||||||||||||||||||
| Blake L. Sartini | 440,000 | 10,080,400 | 76,140 | 1,992,584 | ||||||||||||||||||||||
| Charles H. Protell | — | — | 44,240 | 1,157,761 | ||||||||||||||||||||||
| Blake L. Sartini II | 50,000 | 1,040,024 | 21,047 | 550,800 | ||||||||||||||||||||||
| Viktoryia G. Pulliam | — | — | 735 | 19,235 | ||||||||||||||||||||||
| Thomas E. Haas | — | — | 5,221 | 136,634 | ||||||||||||||||||||||
99
Table of Contents
(1)The value realized is calculated by multiplying the number of stock options exercised by the difference between the closing market price of Golden common stock on the date of exercise and the exercise price of the options.
(2)Includes dividend equivalents discussed in “2025 Outstanding Equity Awards at Fiscal Year-End Table” above.
(3)Represents RSUs and PSUs that vested during 2025. The value realized is calculated by multiplying the closing market price of our common stock on the release date by the number of RSUs that vested on that date.
Pension Benefits
None of the NEOs were eligible to participate in a qualified or non-qualified defined benefit pension plan during 2025.
Non-Qualified Deferred Compensation
None of the NEOs were eligible to participate in a non-qualified deferred compensation plan during 2025.
Executive Employment Agreements and Equity Award Acceleration
Golden has entered into at-will employment agreements with each of Golden’s current NEOs other than Mrs. Pulliam, that provide certain severance benefits in the event that an applicable NEO’s employment is involuntarily or constructively terminated. Under each employment agreement, in addition to the executive’s annual base salary, the executive is entitled to participate in Golden’s incentive compensation programs applicable to the executive officers. The NEOs are also eligible to participate in all health benefits, insurance programs, pension and retirement plans and other employee benefit and compensation arrangements. Golden recognizes the challenges executives often face securing new employment following termination. To mitigate these challenges and to secure the focus of the management team on Golden’s affairs, the executive employment agreements provide for severance payments and benefits as well as acceleration of vesting of the executive’s stock awards (other than as such accelerated vesting is revised in the award agreements for the PSUs) upon a termination of employment without “cause” or a “constructive termination” (each, a “Qualifying Termination”). In the event of an executive’s termination of employment by reason of his death or disability, all of his stock awards will vest. The employment agreements also contain customary confidentiality, non-solicitation and non-compete provisions.
Under Mr. Sartini’s employment agreement, Mr. Sartini serves as our Chief Executive Officer, with such duties and responsibilities as are commensurate with the position, and reports directly to our Board of Directors. Mr. Sartini’s employment agreement, as amended, provides for an annual base salary of $1,050,000 and Mr. Sartini’s target bonus for purposes of our annual incentive compensation plan is equal to 150% of his annual base salary. In the event of a Qualifying Termination, subject to his timely execution of a release of claims, Mr. Sartini will be entitled to receive: (i) a lump-sum payment equal to the Severance Multiplier (defined below) multiplied by the sum of his annual base salary and annual target bonus, as in effect immediately prior to the date of termination, (ii) subject to Mr. Sartini’s continued eligibility to receive benefits pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the reimbursement of, or Golden’s direct payment of, the premium expenses for continuation of coverage under Golden’s medical benefit plan under COBRA for Mr. Sartini and his eligible dependents, minus the amount Mr. Sartini would have to pay for such benefits based on the cost-sharing levels in effect on the date of Mr. Sartini’s Qualifying Termination, for the earlier of 18 months following the Qualifying Termination or until Mr. Sartini becomes eligible for equivalent or increased healthcare benefits by means of subsequent employment or self-employment, and (iii) a lump-sum cash payment equal to (a) the number of months by which the product of the Severance Multiplier multiplied by 12 exceeds 18, multiplied by (b) his monthly health insurance premium as of the date of termination. The “Severance Multiplier” in Mr. Sartini’s employment agreement is two, provided that the Severance Multiplier will be three in the event of a Qualifying Termination occurring within 12 months following a “Change in Control” (as defined in the Restated 2015 Plan).
Under Mr. Protell’s employment agreement, Mr. Protell serves as our President and Chief Financial Officer, with such duties and responsibilities as are commensurate with the position, and reports directly to our Chief Executive Officer. Mr. Protell’s employment agreement, as amended, provides for an annual base salary of $785,000, and Mr. Protell’s target bonus for purposes of our annual incentive compensation plan is equal to 115% of his annual base salary. In the event of a Qualifying Termination, subject to his timely execution of a release of claims, Mr. Protell will be entitled to receive: (i) a lump-sum payment equal to the sum of his annual base salary and annual target bonus, as in effect immediately prior to the date of termination, multiplied by two, (ii) subject to Mr. Protell’s continued eligibility to receive benefits pursuant to COBRA, the reimbursement of, or Golden’s direct payment of, the premium expenses for continuation of coverage under Golden’s medical benefit plan under COBRA for Mr. Protell and his eligible dependents, minus the amount Mr. Protell would have to pay for such benefits based on the cost-sharing levels in effect on the date of Mr. Protell’s Qualifying Termination, for the earlier of 18 months following the Qualifying Termination or until Mr. Protell becomes eligible for equivalent or increased healthcare benefits by means of subsequent employment or self-employment, and (iii) a lump-sum cash payment equal to six times his monthly health insurance premium as of the date of termination.
100
Table of Contents
Under the terms of Mr. Sartini II’s employment agreement, Mr. Sartini II serves as our Executive Vice President and Chief Operating Officer. Mr. Sartini II’s employment agreement, as amended and restated, provides for an annual base salary of $550,000 and an annual target bonus opportunity of 100% of his base salary (which was increased to 110% of his base salary in February 2025). In the event of a Qualifying Termination, subject to his timely execution of a release of claims, Mr. Sartini II will be eligible to receive: (i) a lump-sum payment equal to the sum of his annual base salary and annual target bonus, as in effect immediately prior to the date of termination, multiplied by two, (ii) subject to Mr. Sartini II’s continued eligibility to receive benefits pursuant to COBRA, the reimbursement of, or Golden’s direct payment of, the premium expenses for continuation of coverage under Golden’s medical benefit plan under COBRA for Mr. Sartini II and his eligible dependents, minus the amount Mr. Sartini II would have to pay for such benefits based on the cost-sharing levels in effect on the date of Mr. Sartini II’s Qualifying Termination, for the earlier of 18 months following the Qualifying Termination or until Mr. Sartini II becomes eligible for equivalent or increased healthcare benefits by means of subsequent employment or self-employment, and (iii) a lump-sum cash payment equal to six times his monthly health insurance premium as of the date of termination.
The employment agreements generally define “cause” to include: (i) the executive’s commission of a felony, (ii) the executive’s theft or embezzlement of property of Golden or the commission of any similar act involving moral turpitude, (iii) the failure of the executive to substantially perform his material duties and responsibilities, which failure (if curable) is not cured within 30 days after the executive’s receipt of written notice from our Board of Directors, (iv) the executive’s material violation of a significant company policy, which violation (if curable) is not cured within 30 days after the executive’s receipt of written notice from us and which violation has a material adverse effect on Golden or its subsidiaries or affiliates, (v) the failure of the executive to qualify (or thereafter the disqualification of the executive) under any regulatory or licensing requirement of any jurisdiction or regulatory authority to which the executive may be subject by reason of his position with Golden (unless waived by our Board of Directors or the Compensation Committee in its sole discretion or, in the case of Mr. Sartini’s employment agreement only, unless the failure to qualify is in a jurisdiction that Golden has entered into without Mr. Sartini’s prior consent), or (vi) the revocation of a Company gaming license, as a result of any act or omission by the executive, which revocation has an adverse effect on Golden or its subsidiaries or affiliates. The employment agreements generally define “constructive termination” as the occurrence of any of the following events or circumstances: (i) a material adverse change in the executive’s responsibilities, authority, status, position, offices, titles, duties or reporting requirements (including directorships), (ii) a reduction in the executive’s base salary or a material adverse change in the executive’s annual compensation or benefits, (iii) a requirement to relocate in excess of 50 miles from the executive’s then-current place of employment without the executive’s consent, or (iv) the breach by Golden of any material provision of the employment agreement or failure to fulfill any other contractual duties owed to the executive.
Separation Agreement with Mr. Haas
In connection with his retirement in March 2025, Mr. Haas and Golden entered into a separation agreement pursuant to which, in exchange for a release of claims, Mr. Haas received the following entitlements: (i) his base salary for a period of eight months, (ii) twelve months of continued health benefits, and (iii) the remainder of his outstanding RSUs will in all events vest prior to March 15, 2026. Additionally, Mr. Haas’ earned but unvested PSUs will remain eligible to vest, and will in all events vest prior to March 15, 2026, with the vesting of any PSUs subject to completion of the applicable performance period and based on actual performance.
Equity Award Acceleration
RSUs granted to our currently employed NEOs other than Mrs. Pulliam are eligible for accelerated vesting on the terms described in each executive officer’s respective employment agreement with Golden, if any. RSUs granted to Mrs. Pulliam will be eligible for accelerated vesting in the event of her termination of employment without “cause” following a change in control (with “cause” as defined in the award agreement and the term change in control having the meaning given to such term in the Restated 2015 Plan).
PSUs are excluded from the accelerated vesting terms of the employment agreements with the NEOs. Instead, the accelerated vesting of those awards is governed by the terms of the award agreements. With respect to those executives who are a party to an employment agreement, in the event of the executive officer’s termination without “cause” or resignation in connection with a “constructive termination,” or a termination upon the executive’s death or disability, PSUs will remain eligible to vest based on the actual performance achieved under the terms of the awards, or, if such termination occurs following the end of the two-year performance period, the “performance-adjusted vesting eligible” PSUs will vest on the date of termination. With respect to PSUs granted to Mrs. Pulliam, in the event of her termination of employment without “cause” following a change in control, Mrs. Pulliam will vest in the “performance-adjusted vesting eligible” PSUs on the date of such termination, as determined as of the date of the change in control in accordance with the award agreement (as described below).
In the event of a change in control, the number of “performance-adjusted vesting eligible” PSUs will be determined as of the
101
Table of Contents
date of the change in control (or, with respect to Mrs. Pulliam, in accordance with the award agreement) (with the performance achievement percentages based on actual performance for any completed year and “target” performance for any incomplete year), and the resulting number of “performance-adjusted vesting eligible” PSUs will vest on the third anniversary of the date of grant (subject to earlier acceleration in the event of a qualifying termination (or, with respect to Mrs. Pulliam, her termination of employment without “cause”), as described above).
If the PSUs are not assumed by the acquirer of Golden in a change in control, the number of “performance-adjusted vesting eligible” PSUs will vest in full immediately prior to the consummation of the change in control transaction. The terms cause, constructive termination and disability have the meanings given to such terms in each executive’s respective employment agreement (or, with respect to Mrs. Pulliam, in the award agreement) and the term change in control has the meaning given to such term in the Restated 2015 Plan.
Payments Upon Termination or Change-In-Control
The information below describes and quantifies certain compensation that would have been payable to each NEO if the NEO’s employment had terminated, or a change in control had occurred, on December 31, 2025, given the NEO’s compensation as of such date and, if applicable, based on our closing stock price on December 31, 2025, the last trading day of the year. These benefits are in addition to benefits available generally to salaried employees upon a termination of employment, such as payment of accrued but unpaid base salary, accrued but unpaid annual bonus, and vacation pay and distributions under our 401(k) plan (assuming the executive participated in the plan). The terms of their respective separation arrangements with us are described above in “Executive Employment Agreements and Equity Award Acceleration.” PSUs are excluded from the accelerated vesting terms of the employment agreements with the NEOs. Instead, the accelerated vesting of those awards is governed by the terms of the award agreements.
| Termination by the Company without Cause or by Executive for Good Reason Following a Change in Control ($) | Termination upon Death or Disability ($) | Termination by the Company without Cause or by Executive for Good Reason ($) | ||||||||||||||||||
| Blake L. Sartini | ||||||||||||||||||||
Cash Severance (1) | 7,875,000 | — | 5,250,000 | |||||||||||||||||
Health Benefits (2) | 42,770 | — | 42,770 | |||||||||||||||||
Acceleration of Vesting of Equity Awards (3) | 13,525,600 | 13,525,600 | 13,525,600 | |||||||||||||||||
| Total | 21,443,370 | 13,525,600 | 18,818,370 | |||||||||||||||||
| Charles H. Protell | ||||||||||||||||||||
Cash Severance (4) | 3,375,500 | — | 3,375,500 | |||||||||||||||||
Health Benefits (2) | 54,987 | — | 54,987 | |||||||||||||||||
Acceleration of Vesting of Equity Awards (3) | 6,434,937 | 6,434,937 | 6,434,937 | |||||||||||||||||
| Total | 9,865,424 | 6,434,937 | 9,865,424 | |||||||||||||||||
| Blake L. Sartini II | ||||||||||||||||||||
Cash Severance (4) | 2,310,000 | — | 2,310,000 | |||||||||||||||||
Health Benefits (2) | 54,987 | — | 54,987 | |||||||||||||||||
Acceleration of Vesting of Equity Awards (3) | 5,675,082 | 5,675,082 | 5,675,082 | |||||||||||||||||
| Total | 8,040,069 | 5,675,082 | 8,040,069 | |||||||||||||||||
| Viktoryia G. Pulliam | ||||||||||||||||||||
| Cash Severance | — | — | — | |||||||||||||||||
| Health Benefits | — | — | — | |||||||||||||||||
Acceleration of Vesting of Equity Awards (5) | 188,236 | — | — | |||||||||||||||||
| Total | 188,236 | — | — | |||||||||||||||||
| Thomas E. Haas | ||||||||||||||||||||
Cash Severance (6) | — | — | 200,000 | |||||||||||||||||
Health Benefits (6) | — | — | 8,937 | |||||||||||||||||
Acceleration of Vesting of Equity Awards (6) | — | — | 239,971 | |||||||||||||||||
| Total | — | — | 448,908 | |||||||||||||||||
(1)In the event of a Qualifying Termination on December 31, 2025, Mr. Sartini would have been entitled to receive a
102
Table of Contents
lump-sum payment equal to the Severance Multiplier, multiplied by the sum of his annual base salary (as in effect immediately prior to the date of termination) and his target bonus for the year in which such termination occurs (which was 150% of base salary for 2025). The “Severance Multiplier” in Mr. Sartini’s employment agreement is two, provided that the Severance Multiplier will be three in the event of a Qualifying Termination occurring within 12 months following a “Change in Control” (as defined in the Restated 2015 Plan).
(2)For Mr. Sartini, represents the value of continued health benefits at our expense for a period of 18 months following termination, plus a lump-sum cash payment equal to (a) his monthly health insurance premium at the date of termination, multiplied by (b) the amount by which the Severance Multiplier multiplied by 12 exceeds 18. For each of Messrs. Protell and Sartini II, represents the value of continued health benefits at our expense for a period of 18 months following termination, plus a lump-sum cash payment equal to six times his monthly health insurance premium at the date of termination.
(3)For those executives other than Mrs. Pulliam, all of an executive’s time-based stock awards would have accelerated in the event of his Qualifying Termination or his termination by reason of death or disability in each case on December 31, 2025. Includes the value of the acceleration of the outstanding stock options held by each executive, calculated by multiplying the number of stock options that would have vested by the amount by which the closing price of our common stock on December 31, 2025 of $27.19 exceeded the exercise price per share of such options (ranging from $10.51 to $11.50). Also includes the value of the acceleration of outstanding RSUs held by each executive based on the closing price of our common stock on December 31, 2025 of $27.19. With respect to the PSUs granted in 2023, on March 14, 2024, the Compensation Committee certified our results for the 2023 PSU awards and determined that 69.3% of the “target” awards granted to the NEOs were “earned” based on our performance during 2023. 2023 PSUs will be eligible to vest on March 14, 2026, subject to earlier acceleration in the event of a Qualifying Termination or death or disability, as described above. As a result, the values in the table above with respect to the 2023 PSUs were calculated based on performance achievement at 69.3% of “target” levels. With respect to the PSUs granted in 2025, such are included at target in the table above. On February 23, 2026, subsequent to fiscal year end, the Compensation Committee certified our results for the 2025 PSU awards at 85.7%.
(4)In the event of a Qualifying Termination on December 31, 2025: Mr. Protell would have been entitled to receive a lump-sum payment equal to two multiplied by the sum of his annual base salary (as in effect immediately prior to the date of termination) and his target bonus for the year in which such termination occurs (which was 115% of base salary for 2025); and Mr. Sartini II would have been entitled to receive a lump-sum payment equal to two multiplied by the sum of his annual base salary (as in effect immediately prior to the date of termination) and his target bonus for the year in which such termination occurs (which was 110% of base salary for 2025.) The severance provisions in the employment agreements are described above under “Executive Employment Agreements and Equity Award Acceleration.”
(5)In the event of Mrs. Pulliam’s termination of employment without cause following a change in control, all of her outstanding RSUs were eligible to vest upon such termination.
(6)As described above, in connection with his retirement in March 2025, Mr. Haas and Golden entered into a separation agreement pursuant to which, in exchange for a release of claims, Mr. Haas received his base salary for a period of eight months, twelve months of continued health benefits, and the remainder of his outstanding RSUs will in all events vest on February 27, 2026. Additionally, Mr. Haas’ earned but unvested PSUs will remain eligible to vest, and will in all events vest on February 27, 2026, with the vesting of any PSUs subject to completion of the applicable performance period and based on actual performance. Given Mr. Haas’ employment terminated prior to December 31, 2026, the values in the table above reflect the actual separation arrangements with Mr. Haas pursuant to his separation agreement, with the value of his accelerated RSU and PSU vesting calculated based on our closing stock price on December 31, 2025, the last trading day of the year.
Chief Executive Officer Pay Ratio
In 2025, the annual total compensation of Mr. Sartini, our Chief Executive Officer, was $6,361,363, as reported in the “2025 Summary Compensation Table.” Based on the methodology described below, we determined that the median employee in terms of total 2025 compensation of all Company employees (including full-time and part-time employees, other than Mr. Sartini) received $40,311 in annual total compensation for 2025. Therefore, the ratio of 2025 total compensation of Mr. Sartini to the median employee was 158 to 1.
To determine median employee compensation for purposes of our Annual Report pay ratio disclosure, we performed the following:
•Our employee population as of December 31, 2025 was approximately 4,900 full-time and part-time employees.
103
Table of Contents
•With respect to employees other than Mr. Sartini, we used salary, wages and tips as reported to the Internal Revenue Service on Form W-2 for 2025. We identified the median employee using this compensation measure, which was consistently applied to all employees included in the calculation.
•Once we identified our median employee, we combined all of the elements of such employee’s compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in the annual total compensation presented in the pay ratio calculation. Such approach is also consistent with the calculation of the compensation of our NEOs, as reported in the “2025 Summary Compensation Table.”
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Security Ownership of Certain Beneficial Owners and Management
The following table contains information about the beneficial ownership of our common stock as of February 17, 2026 for (i) each of our directors and named executive officers; (ii) all of our directors and named executive officers as a group; and (iii) each shareholder known by us to beneficially own more than 5% of our common stock. The percentage of ownership indicated in the following table is based on 26,199,079 shares of our common stock outstanding on February 17, 2026.
Information on beneficial ownership has been furnished by each director and executive officer, and with respect to beneficial owners of more than 5% of our common stock, by the Schedules 13D and 13G filed with the SEC by them. Beneficial ownership is determined in accordance with the rules of the SEC. Except as indicated by footnote and subject to community property laws where applicable, to our knowledge, the persons named in the table below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options or warrants held by that person that are currently exercisable or will become exercisable within 60 days after February 17, 2026 are deemed outstanding, as well as any shares of common stock that such person has the right to acquire upon the vesting of RSUs within 60 days after February 17, 2026, while such shares are not deemed outstanding for purposes of computing the percentage ownership of any other person. Except as otherwise indicated, the mailing address of each shareholder is c/o Golden Entertainment, Inc., 6595 S. Jones Boulevard, Las Vegas, Nevada 89118.
| Name | Number of Shares | Percentage | ||||||||||||
| Directors and named executive officers | ||||||||||||||
Blake L. Sartini (1) | 6,415,919 | 24.5 | % | |||||||||||
Charles H. Protell (2) | 778,956 | 3.0 | % | |||||||||||
Blake L. Sartini II (3) | 576,588 | 2.2 | % | |||||||||||
Terrence L. Wright (4) | 107,099 | * | ||||||||||||
Mark A. Lipparelli (5) | 88,223 | * | ||||||||||||
Ann D. Dozier (6) | 51,557 | * | ||||||||||||
Andy H. Chien (7) | 19,113 | * | ||||||||||||
Viktoryia G. Pulliam (8) | 2,509 | * | ||||||||||||
Thomas E. Haas (9) | 48,532 | * | ||||||||||||
| Directors and named executive officers as a group (8 persons) | 8,039,964 | 30.7 | % | |||||||||||
| Other 5% shareholders | ||||||||||||||
BlackRock, Inc. (10) | 2,897,414 | 11.1 | % | |||||||||||
The Vanguard Group, Inc. (11) | 1,573,983 | 6.0 | % | |||||||||||
Gamco Investors, Inc., et al (12) | 1,323,338 | 5.1 | % | |||||||||||
*Represents beneficial ownership of less than 1.0% of the outstanding shares of common stock.
(1)Includes 5,644,788 shares of common stock held by The Blake L. Sartini and Delise F. Sartini Family Trust (the “Sartini Trust”), of which Mr. Sartini is a co-trustee. 3,026,000 shares of common stock held by the Sartini Trust have been pledged as collateral for brokerage or margin accounts for Mr. Sartini. Mr. Sartini shares the power to vote and dispose of such shares with his spouse, Delise F. Sartini, who is also a co-trustee of the Sartini Trust. Also includes (i) options to purchase 464,000 shares of common stock that may be exercised within 60 days of February 17, 2026, (ii) 216,416 shares of common stock held by Mr. Sartini, and (iii) 90,715 RSUs and PSUs held by Mr. Sartini that will vest within 60 days of February 17, 2026.
104
Table of Contents
(2)Includes (i) options to purchase 175,000 shares of common stock that may be exercised within 60 days of February 17, 2026, (ii) 550,779 shares of common stock held by Mr. Protell, and (iii) 53,177 RSUs and PSUs held by Mr. Protell that will vest within 60 days of February 17, 2026. 245,789 shares of common stock held by Mr. Protell have been pledged as collateral for brokerage or margin accounts for Mr. Protell.
(3)Includes (i) options to purchase 145,000 shares of common stock that may be exercised within 60 days of February 17, 2026, (ii) 154,170 shares of common stock held by Mr. Sartini II, (iii) 250,000 shares of common stock held by D’Oro Holdings, LLC, in which Mr. Sartini II has a pecuniary interest, and (iv) 27,418 RSUs and PSUs held by Mr. Sartini II that will vest within 60 days of February 17, 2026.
(4)Includes (i) options to purchase 30,000 shares of common stock that may be exercised within 60 days of February 17, 2026, (ii) 15,483 RSUs held by Mr. Wright that will vest within 60 days of February 17, 2026, and (iii) 61,616 shares of common stock held by Mr. Wright.
(5)Includes (i) 15,483 RSUs held by Mr. Lipparelli that will vest within 60 days of February 17, 2026 and (ii) 72,740 shares of common stock held by Mr. Lipparelli.
(6)Includes (i) 5,816 RSUs held by Mrs. Dozier that will vest within 60 days of February 17, 2026 and (ii) 45,741 shares of common stock held by Mrs. Dozier,
(7)Includes (i) 15,483 RSUs held by Mr. Chien that will vest within 60 days of February 17, 2026 and (ii) 3,630 shares of common stock held by Mr. Chien.
(8)Includes (i) 1,664 RSUs and PSUs held by Mrs. Pulliam that will vest within 60 days of February 17, 2026 and (ii) 845 shares of common stock held by Mrs. Pulliam as of February 17, 2026.
(9)Includes (i) 8,851 RSUs and PSUs held by Mr. Haas that will vest within 60 days of February 17, 2026 and (ii) 39,681 shares of common stock held by Mr. Haas. Since Mr. Haas is no longer providing services to Golden, information related to his current ownership of common stock is not readily determinable. The information related to Mr. Haas’ ownership of common stock set forth in this table is as of March 21, 2025, the last day the applicable individual was employed or engaged by Golden.
(10) The information in this footnote is based solely on information contained in Schedule 13G/A (“BlackRock Schedule 13G/A”) filed with the SEC on January 27, 2026, by BlackRock, Inc. (“BlackRock”). According to the BlackRock Schedule 13G/A, BlackRock has sole voting power over 2,856,273 shares and sole dispositive power over 2,897,414 shares. BlackRock is a parent holding company or control person. The address for BlackRock is 50 Hudson Yards, New York, NY 10001.
(11)The information in this footnote is based solely on information contained in Schedule 13G (“Vanguard Schedule 13G”) filed with the SEC on February 13, 2024, by The Vanguard Group (“Vanguard”). According to the Vanguard Schedule 13G, Vanguard has sole dispositive over 1,516,329 shares, shared dispositive power over 57,654 Shares and an aggregate amount of 1,573,983 shares. Vanguard is a registered investment adviser. The address for Vanguard is 100 Vanguard Blvd, Malvern, PA 19355.
(12)The information in this footnote is based solely on information contained in Schedule 13D (“GAMCO Schedule 13D”) filed with the SEC on October 10, 2025, by GAMCO Investors, Inc. (“GBL”) and Gabelli Funds LLC (“Gabelli Funds”), GAMCO Asset Management Inc. (“GAMCO”), Gabelli & Company Investment Advisers, Inc. (“GCIA”), Gabelli Foundation, Inc. (“Foundation”), MJG Associates, Inc. (“MJG Associates”), Teton Advisors, Inc. (“Teton Advisors”), GGCP, Inc. (“GGCP”), Associated Capital Group, Inc. (“AC”), and Mario J. Gabelli (“Mr. Gabelli”) (each of the foregoing, with GBL, collectively, the “GAMCO Reporting Persons”). The following information is as reported in the GAMCO Schedule 13D: (a) consists of 1,323,338 Shares and (b) includes (i) 0 Shares held by GBL, (ii) 194,200 Shares held by Gabelli Funds, (iii) 958,338 Shares held by GAMCO, (iv) 7,300 Shares held by GCIA, (v) 30,000 Shares held by Foundation, (vi) 2,900 Shares held by MJG Associates, (vii) 98,000 Shares held by Teton Advisors, (viii) 8,000 Shares held by GGCP, (ix) 9,000 Shares held by AC and (x) 15,600 Shares held by Mr. Gabelli. As reported in the GAMCO Schedule 13D, each of the Gamco Reporting Persons has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of the Shares reported for it, either for its own benefit or for the benefit of its investment clients or its partners, as the case may be, except that (i) GAMCO does not have authority to vote 17,000 of the reported shares, (ii) Gabelli Funds has sole dispositive and voting power with respect to the Shares held by the Funds (as defined below in this footnote) so long as the aggregate voting interest of all joint filers does not exceed 25% of their total voting interest in Golden and, in that event, the proxy voting committee of each Fund shall respectively vote that Funds shares, (iii) at any time, the proxy voting committee of each such Fund may take and exercise in its sole discretion the entire voting power with respect to the shares held by such fund under special circumstances such as regulatory considerations, and (iv) the power of Mr. Gabelli, AC, GBL, and GGCP is indirect with respect to Shares beneficially owned directly by other GAMCO Reporting Persons. As reported in the GAMCO Schedule 13D, Gabelli Funds is an
105
Table of Contents
investment adviser registered under the Advisers Act which provides advisory services for The Gabelli Equity Trust Inc., The Gabelli Asset Fund, The Gabelli Growth Fund, The Gabelli Convertible and Income Securities Fund Inc., The Gabelli Value 25 Fund Inc., The Gabelli Small Cap Growth Fund, The Gabelli Equity Income Fund, The Gabelli ABC Fund, The Gabelli Global Content & Connectivity Fund, The Gabelli Gold Fund, Inc., The Gabelli Multimedia Trust Inc., The Gabelli Global Rising Income & Dividend Fund, The Gabelli Capital Asset Fund, The Gabelli International Growth Fund, Inc., The Gabelli Global Growth Fund, The Gabelli Utility Trust, The Gabelli Utilities Fund, The Gabelli Dividend Growth Fund, The Gabelli Focused Growth and Income Fund, The Comstock Capital Value Fund, The Gabelli Dividend and Income Trust, The Gabelli Global Utility & Income Trust, The GAMCO Global Gold, Natural Resources & Income Trust, The GAMCO Natural Resources, Gold & Income Trust, The GDL Fund, Gabelli Enterprise Mergers & Acquisitions Fund, The Gabelli ESG Fund, Inc., The Gabelli International Small Cap Fund, The Gabelli Healthcare & Wellness Rx Trust, The Gabelli Global Small and Mid Cap Value Trust, Gabelli Merger Plus+ Trust Plc, The Gabelli Global Financial Services Fund, The Gabelli Global Mini Mites Fund, The Gabelli Media Mogul Fund, The Gabelli Pet Parents Fund, The Gabelli U.S. Treasury Money Market Fund, Bancroft Fund Ltd. and Ellsworth Growth & Income Fund Ltd., Gabelli Growth Innovators ETF, Gabelli Love Our Planet & People ETF, Gabelli Automation ETF, Gabelli Commercial Aerospace & Defense ETF, Gabelli Financial Services Opportunities ETF (collectively, the “Funds”), which are registered investment companies. GAMCO is a New York corporation and GBL is a Delaware corporation, each having its principal business office at One Corporate Center, Rye, New York 10580. GGCP is a Wyoming corporation and AC and GCIA are Delaware corporations each having its principal business office at 191 Mason Street, Greenwich, CT 06830. Gabelli Funds is a New York limited liability company having its principal business office at One Corporate Center, Rye, New York 10580. Teton Advisors is a Delaware limited liability company having its principal place of business at 189 Mason Street, Greenwich, CT 06830. MJG Associates is a Connecticut corporation having its principal business office at 191 Mason Street, Greenwich, CT 06830. The Foundation is a Nevada corporation having its principal offices at 165 West Liberty Street, Reno, Nevada 89501.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table provides certain information as of December 31, 2025 with respect to our equity compensation plans:
| Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (1) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in First Column) | ||||||||||||||||||
| Plan Category | ||||||||||||||||||||
Golden Entertainment, Inc. 2015 Incentive Award Plan (2) | 878,500 | $ | 11.19 | 5,130,753 | ||||||||||||||||
| 2007 Lakes Stock Option and Compensation Plan | 25,000 | $ | 11.50 | |||||||||||||||||
| Total | 903,500 | $ | 11.20 | 5,130,753 | ||||||||||||||||
(1)In accordance with the provisions of the Restated 2015 Plan, our Board of Directors’ declaration of a one-time cash dividend of $2.00 per share of the outstanding common stock triggered the requirement to make an equitable adjustment to the number and type of securities subject to each outstanding award and the exercise price or grant price. The Restated 2015 Plan allowed us to make such equitable adjustments at its discretion. As a result, on August 25, 2023, we elected to adjust the exercise price of vested but unexercised stock option awards to reflect an amount as if the cash dividend had been paid in stock. The conditions of each option grant remain the same.
(2)As of December 31, 2025, we had 410,609 time-based restricted stock units and 235,900 performance-based restricted stock units outstanding that do not have an exercise price; therefore, the weighted-average exercise price per share only relates to outstanding stock options.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Review and Approval of Related Party Transactions
Policy
The Audit Committee is responsible for reviewing and approving any related party and affiliated party transactions to be entered into by Golden or any of its subsidiaries, as provided in the Audit Committee Charter adopted by the Board of Directors of Golden. Pursuant to the Audit Committee Charter, the Audit Committee also reviews and considers any related party and
106
Table of Contents
affiliated party transactions that were subject to binding agreements with Golden or any of its subsidiaries existing at the time the counterparty became a related party or affiliated party of Golden, and reviews and approves any subsequent amendments, renewals or extensions of any such agreements. The rules of The Nasdaq Stock Market provide that all related party transactions must be reviewed for conflicts of interest by the Audit Committee. In addition, the Audit Committee (on behalf of the Board of Directors) must review and approve any contract or other transaction between Golden and one or more directors of Golden, or between Golden and an organization in or of which one or more directors of Golden are directors, officers, or legal representatives or have a material financial interest within the meaning of Minnesota Statutes, Section 302A.255. Related party and affiliated party transactions include any proposed transaction in which (i) the amount involved exceeds $120,000, (ii) Golden is to be a participant (within the meaning of Regulation S-K, Item 404(a)), and (iii) a related person (as defined in Regulation S-K, Item 404(a)) has or will have a direct or indirect material interest (within the meaning of Regulation S-K, Item 404(a)). Terms of director and officer compensation that are disclosed in proxy statements or that are approved by the Compensation Committee and are not required to be disclosed in our proxy statements, and transactions where all holders of Golden common stock receive the same benefit on a pro rata basis, are not subject to review under the policy and procedures.
Procedure
In addition to our Audit Committee (or Board of Directors) complying with the requirements of Minnesota Statutes, Section 302A.255 with respect to any proposed transaction with a potential director’s conflict of interest, all proposed transactions covered by the policy must be approved in advance by a majority of the members of the Audit Committee. If a proposed transaction covered by the policy involves a member of the Audit Committee, such member may not participate in the Audit Committee’s deliberations concerning, or vote on, such proposed transaction. In reviewing and considering or approving or disapproving related party transactions and affiliated party transactions, the Audit Committee reviews the material facts of the specified transactions, taking into account, among other factors that it deems appropriate, the relationships of the related parties to Golden, the extent of the related person’s interest in the transaction, and whether the transaction is in the best interests of Golden.
Related Party Transactions
On November 6, 2025, the Company entered into a definitive agreement to sell its operating assets to Blake L. Sartini, the Chairman of the Board and Chief Executive Officer of Golden, and affiliates, and seven of our casino real estate assets to VICI Properties Inc. Refer to “Note 1 — Nature of Business and Basis of Presentation” in Part II, Item 8: Financial Statements and Supplemental Data of this Annual Report for additional information.
In November 2018, the Company entered into a lease agreement for office space in a building adjacent to the Company’s office headquarters building to be constructed and owned by a company 33% beneficially owned by Blake L. Sartini and 1.67% owned by each of Mr. Sartini’s three children (including Blake L. Sartini, II). In addition to his role as the Chairman of the Board and Chief Executive Officer, Mr. Sartini is co-trustee of The Blake L. Sartini and Delise F. Sartini Family Trust, which is a significant shareholder of the Company. Mr. Sartini II serves as the Company’s Chief Operating Officer. The lease commenced in August 2020 and expires on December 31, 2030. The Company incurred rent expense of $0.3 million for each of the years ended December 31, 2025, 2024 and 2023.
A portion of the Company’s office headquarters building is sublet to Sartini Enterprises, Inc., a company controlled by Mr. Sartini. Rental income during each of the years ended December 31, 2025, 2024 and 2023 for the sublet portion of the office headquarters building was less than $0.1 million. No amount was owed to the Company under such sublease as of December 31, 2025 and 2024.
From time to time, the Company’s executive officers and employees use a private aircraft leased to Sartini Enterprises, Inc. for Company business purposes pursuant to aircraft time-sharing, co-user and various cost-sharing agreements between the Company and Sartini Enterprises, Inc., all of which have been approved by the Audit Committee of the Board of Directors. The aircraft time-sharing, co-user and cost-sharing agreements specify the maximum expense reimbursement that Sartini Enterprises, Inc. can charge the Company under the applicable regulations of the Federal Aviation Administration for the use of the aircraft and the flight crew. Such costs include fuel, landing fees, hangar and tie-down costs away from the aircraft’s operating base, flight planning and weather contract services, crew costs and other related expenses. The Company’s compliance department reviews the cost-sharing arrangements and reimbursements on a regular basis. On August 6, 2024, the Audit Committee of the Board of Directors approved an amendment to the aircraft time-sharing, co-user and cost-sharing agreement in connection with Sartini Enterprises, Inc.’s purchase of the aircraft. The terms and conditions of the amendment are materially consistent with the original agreement. For each of the years ended December 31, 2025 and 2024, the Company incurred $0.1 million under the aircraft time-sharing, co-user and various cost-sharing agreements with Sartini Enterprises, Inc. The Company incurred $0.3 million under such agreements for the year ended December 31, 2023. The Company was owed $0.1 million under such agreements as of December 31, 2025 and 2024, respectively.
107
Table of Contents
In addition, Blake L. Sartini’s son-in-law, Vincent Russo, serves as our Director of Tavern Operations. Mr. Russo received a base salary of $120,000 in 2025 and is eligible for a target annual bonus equal to up to 25% of his base salary. Mr. Russo received an annual bonus of $18,870 for the year ended December 31, 2025.
Refer to “Note 14 — Related Party Transactions” in Part II, Item 8: Financial Statements and Supplemental Data of this Annual Report for additional information.
Director Independence
Our Board of Directors affirmatively determined that each director to our Board of Directors is an independent director, as defined by the Nasdaq Stock Market listing standards, other than Mr. Sartini. Mr. Sartini is not considered independent because he is employed by Golden as our Chief Executive Officer. In making these determinations, the Board of Directors has considered information provided by the directors and management with regard to the business and personal activities, relationships and related party transactions of each director.
Each current member of the Audit Committee is an independent director, as defined by the Nasdaq Stock Market listing standards, and meets the independence criteria of Rule 10A-3 of the Exchange Act. Additionally, each current member of the Compensation Committee and the Corporate Governance Committee is an independent director, as defined by the Nasdaq Stock Market listing standards.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Audit and Non-Audit Fees
Ernst & Young LLP (“EY”) was our independent registered public accounting firm until Deloitte & Touche LLP’s (“Deloitte”) appointment in June 2024. The following table summarizes aggregate fees for professional audit and other services rendered by Deloitte and EY for the year ended December 31, 2024, and fees and professional audit and other services rendered by Deloitte for the year ended December 31, 2025.
| (In thousands) | 2025 | 2024 | ||||||||||||
Audit fees (1) | $ | 950 | $ | 1,171 | ||||||||||
Audit-related fees (2) | 272 | 25 | ||||||||||||
| Tax fees | — | 85 | ||||||||||||
| Total | $ | 1,222 | $ | 1,281 | ||||||||||
(1)Audit fees consist of fees billed for quarterly reviews and the annual audit of our consolidation financial statements, including annual audit. Audit fees for 2025 were comprised of $0.9 million billed by Deloitte and less than $0.1 million billed by EY. Audit fees for 2024 were comprised of $1.0 million billed by Deloitte and $0.2 million billed by EY.
(2)Audit-related fees consist of fees billed for internal control compliance and other agreed upon procedures.
The Audit Committee has reviewed the fees billed by Deloitte for the year ended December 31, 2025 and, after consideration, has determined that the receipt of these fees by Deloitte are compatible with the provision of independent audit services. The Audit Committee discussed these services and fees with Deloitte and our management to determine that they are permitted under the rules and regulations concerning auditor independence promulgated by the SEC, including those designed to implement the Sarbanes-Oxley Act of 2002, as well as by the Public Company Accounting Oversight Board.
Pre-Approval of Audit and Non-Audit Services
As provided in the charter of the Audit Committee, and in order to maintain control and oversight over the services provided by our independent registered public accounting firm, it is the policy of the Audit Committee to pre-approve all audit and non-audit services to be provided by the independent registered public accounting firm (other than with respect to de minimis exceptions permitted by the Sarbanes-Oxley Act of 2002), and not to engage the independent registered public accounting firm to provide any non-audit services prohibited by law or regulation. For administrative convenience, the Audit Committee has delegated pre-approval authority for certain matters to the Chair of the Audit Committee, but any decision by the Chair on pre-approval must be reported to the full Audit Committee at its next regularly scheduled meeting. During the years ended December 31, 2025 and 2024, all services were pre-approved in accordance with these procedures.
Report of the Audit Committee of the Board
108
Table of Contents
The Audit Committee is comprised solely of independent directors, as defined by the Nasdaq Stock Market listing standards, and operates pursuant to a written charter adopted by the Board of Directors. The Audit Committee is responsible for providing independent, objective oversight of our accounting functions and internal controls. In connection with these responsibilities, the Audit Committee has reviewed the audited consolidated financial statements of Golden Entertainment, Inc. for the year ended December 31, 2025 and discussed them with management and Deloitte, Golden’s independent registered public accounting firm. Specifically, the Audit Committee has discussed with Deloitte the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board.
The Audit Committee has received and reviewed the written disclosures and the letter from Deloitte required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with Deloitte its independence from Golden. The Audit Committee, based on the review and discussions described above, recommended to the Board of Directors that the audited consolidated financial statements of Golden Entertainment, Inc. be included in its Annual Report on Form 10-K for the year ended December 31, 2025 for filing with the SEC.
| AUDIT COMMITTEE | |||||
| Mark A. Lipparelli (Chair) | |||||
| Andy H. Chien | |||||
| Ann D. Dozier | |||||
109
Table of Contents
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) Golden Entertainment, Inc. Consolidated Financial Statements (including related notes to Consolidated Financial Statements) filed in Part II of this report are listed below:
Reports of Independent Registered Public Accounting Firms | ||
Consolidated Balance Sheets | ||
Consolidated Statements of Operations | ||
Consolidated Statements of Shareholders’ Equity | ||
Consolidated Statements of Cash Flows | ||
Notes to Consolidated Financial Statements | ||
(a)(2) Schedule II – Valuation and Qualifying Accounts
We have omitted all other financial statement schedules because they are not required or are not applicable, or the required information is shown in the consolidated financial statements or notes to the consolidated financial statements.
GOLDEN ENTERTAINMENT, INC.
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
| Balance –Beginning of Period | Increase | Decrease | Balance – End of Period | ||||||||||||||||||||
| Deferred income tax valuation allowance: | |||||||||||||||||||||||
| Year Ended December 31, 2025 | $ | $ | $ | $ | |||||||||||||||||||
| Year Ended December 31, 2024 | |||||||||||||||||||||||
| Year Ended December 31, 2023 | ( | ||||||||||||||||||||||
(a)(3) Exhibits:
| Incorporated by Reference | Filed or Furnished Herewith | |||||||||||||||||||||||||||||||||||||
| Exhibit Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | |||||||||||||||||||||||||||||||||
| 2.1 | Equity Purchase Agreement, dated August 24, 2022, by and among Lakes Maryland Development, LLC, a Minnesota limited liability company, Century Casinos, Inc., a Delaware Corporation, VICI Properties, L.P., a Delaware limited partnership, and Golden Entertainment, Inc. | 8-K | 000-24993 | 2.1 | 8/25/2022 | |||||||||||||||||||||||||||||||||
| 2.2 | Real Estate Purchase Agreement, dated as of August 24, 2022, by and between Evitts Resort, LLC and VICI Properties L.P. | 8-K | 000-24993 | 2.2 | 8/25/2022 | |||||||||||||||||||||||||||||||||
| 2.3 | Membership Interest Purchase Agreement (Montana), dated as of March 3, 2023, by and among J&J Ventures Gaming of Montana, LLC, Golden Holdings, Inc., Golden Entertainment, Inc. and J&J Ventures Gaming, LLC. | 8-K | 000-24993 | 2.1 | 3/6/2023 | |||||||||||||||||||||||||||||||||
| 2.4 | Membership Interest Purchase Agreement (Nevada), dated as of March 3, 2023, by and among J&J Ventures Gaming of Nevada, LLC, Golden Gaming, LLC and Golden Entertainment, Inc. | 8-K | 000-24993 | 2.2 | 3/6/2023 | |||||||||||||||||||||||||||||||||
110
Table of Contents
| Incorporated by Reference | Filed or Furnished Herewith | |||||||||||||||||||||||||||||||||||||
| Exhibit Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed or Furnished Herewith | ||||||||||||||||||||||||||||||||
| 2.5 | Master Transaction Agreement, dated November 6, 2025, by and among Argento, LLC, VICI Properties Inc., VICI Royal Merger Sub LLC and Golden Entertainment, Inc.* | 8-K | 000-24993 | 2.1 | 11/7/2025 | |||||||||||||||||||||||||||||||||
| 3.1 | Amended and Restated Articles of Incorporation of Golden Entertainment, Inc. | 8-K | 000-24993 | 3.1 | 8/4/2015 | |||||||||||||||||||||||||||||||||
| 3.2 | Ninth Amended and Restated Bylaws of Golden Entertainment, Inc. | 10-Q | 000-24993 | 3.1 | 11/7/2022 | |||||||||||||||||||||||||||||||||
| 4.1 | Description of Registered Securities | 10-K | 000-24993 | 4.3 | 3/13/2020 | |||||||||||||||||||||||||||||||||
| 10.1 | First Lien Credit Agreement, dated as of October 20, 2017, by and among Golden Entertainment, Inc. (as borrower), the subsidiaries of Golden Entertainment, Inc. party thereto, JPMorgan Chase Bank, N.A. (as administrative agent and collateral agent) and the other lenders party thereto. | 8-K | 000-24993 | 10.3 | 10/23/2017 | |||||||||||||||||||||||||||||||||
| 10.1.1 | Incremental Joinder Agreement No. 1, dated as of June 11, 2018, by and among Golden Entertainment, Inc. (as borrower), the subsidiaries of Golden Entertainment, Inc. party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A. (as administrative agent) | 8-K | 000-24993 | 10.1 | 6/12/2018 | |||||||||||||||||||||||||||||||||
| 10.1.2 | Incremental Joinder Agreement No. 2, dated as of November 8, 2018, by and among Golden Entertainment, Inc. (as borrower), the subsidiaries of Golden Entertainment, Inc. party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A. (as administrative agent). | 10-Q | 000-24993 | 10.1 | 11/9/2018 | |||||||||||||||||||||||||||||||||
| 10.1.3 | Incremental Joinder Agreement No. 3 and First Amendment to First Lien Credit Agreement, dated as of October 12, 2021, by and among Golden Entertainment, Inc. (as the borrower), the subsidiaries of Golden Entertainment, Inc. party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A. (as administrative agent). | 8-K | 000-24993 | 10.1 | 10/14/2021 | |||||||||||||||||||||||||||||||||
| 10.1.4 | Second Amendment to First Lien Credit Agreement, dated as of May 26, 2023, by and among Golden Entertainment, Inc. (as the borrower), the subsidiaries of Golden Entertainment, Inc. party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A. (as administrative agent). | 8-K | 000-24993 | 10.1 | 5/26/2023 | |||||||||||||||||||||||||||||||||
| 10.1.5 | Third Amendment to the First Lien Credit Agreement, dated as of May 29, 2024, by and among Golden Entertainment, Inc. (as borrower), the subsidiaries of Golden Entertainment, Inc. party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A. (as administrative agent). | 8-K | 000-24993 | 10.1 | 5/29/2024 | |||||||||||||||||||||||||||||||||
| 10.2 | Amended and Restated Ground Lease by and between Evitts Resort, LLC and the State of Maryland to the use of the Department of Natural Resources, effective August 3, 2012. | 8-K | 000-24993 | 10.2 | 8/9/2012 | |||||||||||||||||||||||||||||||||
111
Table of Contents
| Incorporated by Reference | Filed or Furnished Herewith | |||||||||||||||||||||||||||||||||||||
| Exhibit Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed or Furnished Herewith | ||||||||||||||||||||||||||||||||
| 10.3 | Registration Rights Agreement, dated as of July 31, 2015, by and between Golden Entertainment, Inc. and The Blake L. Sartini and Delise F. Sartini Family Trust | 8-K | 000-24993 | 10.2 | 8/4/2015 | |||||||||||||||||||||||||||||||||
| 10.4 | Noncompetition agreement, dated as of July 31, 2015, between Golden Entertainment, Inc. and Blake L. Sartini | 8-K | 000-24993 | 10.4 | 8/4/2015 | |||||||||||||||||||||||||||||||||
| 10.5 | Voting Agreement, dated as of November 6, 2025, by and among Golden Entertainment, Inc., a Minnesota corporation (the “Company”) and the stockholders of the Company.* | 8-K | 000-24993 | 10.1 | 11/7/2025 | |||||||||||||||||||||||||||||||||
| 10.6 | Limited Guarantee, dated as of November 6, 2025, by Blake L. Sartini, in favor of Golden Entertainment, Inc., a Minnesota corporation, and any successor thereto.* | 8-K | 000-24993 | 10.2 | 11/7/2025 | |||||||||||||||||||||||||||||||||
| 10.7# | Employment Agreement, dated as of October 1, 2015, by and between Golden Entertainment, Inc. and Blake Sartini | 8-K | 000-24993 | 10.1 | 10/5/2015 | |||||||||||||||||||||||||||||||||
| 10.7.1# | First Amendment to Employment Agreement, dated as of February 9, 2016, by and between Golden Entertainment, Inc. and Blake L. Sartini | 10-K | 000-24993 | 10.11.1 | 3/14/2016 | |||||||||||||||||||||||||||||||||
| 10.7.2# | Second Amendment to Employment Agreement, dated as of March 14, 2018, by and between Golden Entertainment, Inc. and Blake L. Sartini | 10-Q | 000-24993 | 10.1 | 5/10/2018 | |||||||||||||||||||||||||||||||||
| 10.7.3# | Third Amendment to Employment Agreement, dated as of May 3, 2022, by and between Golden Entertainment, Inc. and Blake L. Sartini | 10-Q | 000-24993 | 10.1 | 5/6/2022 | |||||||||||||||||||||||||||||||||
| 10.8# | Employment Agreement, dated as of November 15, 2016, by and between Golden Entertainment, Inc. and Charles Protell | 8-K | 000-24993 | 10.2 | 11/17/2016 | |||||||||||||||||||||||||||||||||
| 10.8.1# | First Amendment to Employment Agreement, dated as of March 10, 2017, by and between Golden Entertainment, Inc. and Charles Protell | 10-K | 000-24993 | 10.12.1 | 3/16/2017 | |||||||||||||||||||||||||||||||||
| 10.8.2# | Second Amendment to Employment Agreement, dated as of March 14, 2018, by and between Golden Entertainment, Inc. and Charles Protell | 10-Q | 000-24993 | 10.3 | 5/10/2018 | |||||||||||||||||||||||||||||||||
| 10.8.3# | Third Amendment to Employment Agreement, dated as of August 5, 2019, by and between Golden Entertainment, Inc. and Charles Protell | 10-Q | 000-24993 | 10.1 | 11/8/2019 | |||||||||||||||||||||||||||||||||
| 10.8.4# | Fourth Amendment to Employment Agreement, dated as of May 3, 2022, by and between Golden Entertainment, Inc. and Charles H. Protell | 10-Q | 000-24993 | 10.2 | 5/6/2022 | |||||||||||||||||||||||||||||||||
| 10.9# | Second Amended and Restated Employment Agreement, dated as of March 20, 2024, by and between Golden Entertainment and Blake L. Sartini II | 10-Q | 000-24993 | 10.1 | 5/9/2024 | |||||||||||||||||||||||||||||||||
| 10.9.1# | First Amendment to the Second Amended and Restated Employment Agreement, entered into as of February 24, 2025, by and between Blake L. Sartini, II and Golden Entertainment, Inc., a Minnesota corporation. | 10-Q | 000-24993 | 10.1 | 5/9/2025 | |||||||||||||||||||||||||||||||||
112
Table of Contents
| Incorporated by Reference | Filed or Furnished Herewith | |||||||||||||||||||||||||||||||||||||
| Exhibit Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed or Furnished Herewith | ||||||||||||||||||||||||||||||||
| 10.10# | 2007 Amended and Restated Stock Option and Compensation Plan | DEF 14A | 000-24993 | Appendix D | 6/24/2009 | |||||||||||||||||||||||||||||||||
| 10.10.1# | Form of Lakes Entertainment, Inc. Non-Qualified Stock Option Agreement (Employees) | 10-K | 000-24993 | 10.16.1 | 3/14/2016 | |||||||||||||||||||||||||||||||||
| 10.10.2# | Form of Lakes Entertainment, Inc. Option Agreement (Directors) | 10-K | 000-24993 | 10.16.2 | 3/14/2016 | |||||||||||||||||||||||||||||||||
| 10.10.3# | Form of Stock Option Grant Notice and Stock Option Award Agreement | 8-K | 000-24993 | 10.5 | 11/17/2016 | |||||||||||||||||||||||||||||||||
| 10.11# | Golden Entertainment, Inc. 2015 Incentive Award Plan, as Amended and Restated (Effective February 25, 2025). | 10-Q | 000-24993 | 10.3 | 5/9/2025 | |||||||||||||||||||||||||||||||||
| 10.11.1# | Form of Stock Option Grant Notice and Stock Option Agreement | 8-K | 000-24993 | 10.2 | 9/2/2015 | |||||||||||||||||||||||||||||||||
| 10.11.2# | Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement | 8-K | 000-24993 | 10.4 | 11/17/2016 | |||||||||||||||||||||||||||||||||
| 10.11.3# | Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement (time-based awards) | 10-Q | 000-24993 | 10.5 | 5/10/2018 | |||||||||||||||||||||||||||||||||
| 10.11.4# | Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement (LTIP awards) | 10-Q | 000-24993 | 10.6 | 5/10/2018 | |||||||||||||||||||||||||||||||||
| 10.12# | Golden Entertainment, Inc. Non-Employee Director Compensation Program | 10-Q | 000-24993 | 10.2 | 8/9/2018 | |||||||||||||||||||||||||||||||||
| 10.13# | Separation Agreement and General Release entered into by and between Golden Entertainment, Inc., and Thomas Haas. | 10-Q | 000-24993 | 10.2 | 5/9/2025 | |||||||||||||||||||||||||||||||||
| 19 | 10-K | 000-24993 | 19 | 2/28/2025 | ||||||||||||||||||||||||||||||||||
| 21.1 | Subsidiaries of Golden Entertainment, Inc. | √ | ||||||||||||||||||||||||||||||||||||
| 23.1 | Consent of Independent Registered Public Accounting Firm (Deloitte) | √ | ||||||||||||||||||||||||||||||||||||
| 23.2 | Consent of Independent Registered Public Accounting Firm (Ernst & Young, LLP) | √ | ||||||||||||||||||||||||||||||||||||
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | √ | ||||||||||||||||||||||||||||||||||||
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | √ | ||||||||||||||||||||||||||||||||||||
| 32.1 | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | √ | ||||||||||||||||||||||||||||||||||||
| 97 | Golden Entertainment, Inc. Policy for Recovery of Erroneously Awarded Compensation | 10-K | 000-24993 | 97 | 2/29/2024 | |||||||||||||||||||||||||||||||||
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document | √ | ||||||||||||||||||||||||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema | √ | ||||||||||||||||||||||||||||||||||||
113
Table of Contents
| Incorporated by Reference | Filed or Furnished Herewith | |||||||||||||||||||||||||||||||||||||
| Exhibit Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed or Furnished Herewith | ||||||||||||||||||||||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | √ | ||||||||||||||||||||||||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Calculation Definition Document | √ | ||||||||||||||||||||||||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | √ | ||||||||||||||||||||||||||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | √ | ||||||||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | √ | ||||||||||||||||||||||||||||||||||||
# Management contract or compensatory plan or arrangement in which one or more executive officers or directors participates
* The schedules and exhibits have been omitted pursuant to Item 601(a)(5) or Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of such schedules and exhibits, or any section thereof, to the SEC upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 under the Exchange Act for any exhibits or schedules so furnished.
ITEM 16. FORM 10-K SUMMARY
None.
114
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated: February 27, 2026 | GOLDEN ENTERTAINMENT, INC. | ||||||||||
| Registrant | |||||||||||
| By: | /s/ BLAKE L. SARTINI | ||||||||||
| Blake L. Sartini | |||||||||||
| Chairman of the Board and Chief Executive Officer | |||||||||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of February 27, 2026.
| Name | Title | |||||||
| /s/ BLAKE L. SARTINI | Chairman of the Board and Chief Executive Officer | |||||||
| Blake L. Sartini | (Principal Executive Officer) | |||||||
| /s/ CHARLES H. PROTELL | President and Chief Financial Officer | |||||||
| Charles H. Protell | (Principal Financial Officer) | |||||||
| /s/ VIKTORYIA G. PULLIAM | Senior Vice President and Chief Accounting Officer | |||||||
| Viktoryia G. Pulliam | (Principal Accounting Officer) | |||||||
| /s/ ANDY H. CHIEN | Director | |||||||
| Andy H. Chien | ||||||||
| /s/ ANN D. DOZIER | Director | |||||||
| Ann D. Dozier | ||||||||
| /s/ MARK A. LIPPARELLI | Director | |||||||
| Mark A. Lipparelli | ||||||||
| /s/ TERRENCE L. WRIGHT | Director | |||||||
| Terrence L. Wright | ||||||||
115
FAQ
What major transaction does Golden Entertainment (GDEN) describe in this annual report?
Golden details a Sale Transaction to sell operating assets to CEO Blake L. Sartini’s affiliates and seven casino real estate assets to VICI Properties. Shareholders are to receive VICI common stock at a 0.902 exchange ratio plus a $2.75 per-share cash dividend at closing.
What consideration will Golden Entertainment (GDEN) shareholders receive in the Sale Transaction?
Golden shareholders are expected to receive 0.902 shares of VICI Properties common stock and a cash dividend of $2.75 per Golden share. This consideration is tied to the closing of the Sale Transaction and is subject to regulatory and shareholder approvals and other customary conditions.
How will Golden Entertainment’s debt be affected by the proposed Sale Transaction?
In conjunction with the Sale Transaction, VICI will assume and repay up to $426 million of outstanding debt under Golden’s senior secured credit facilities. This structure shifts a substantial portion of Golden’s existing borrowings to VICI as part of the broader asset and real estate transfer.
When is Golden Entertainment’s Sale Transaction expected to close and what approvals are needed?
The Sale Transaction is expected to close in mid 2026, subject to customary conditions. These include majority approval by Golden shareholders, required gaming and liquor regulatory approvals, completion of a pre-closing restructuring and a tax opinion confirming reorganization treatment under Section 368(a).
What assets and operations does Golden Entertainment (GDEN) currently own and operate?
As of December 31, 2025, Golden operates eight Nevada casino properties and 72 branded taverns. Its portfolio totals 371,658 square feet of casino space, 5,512 slot machines, 78 table games and 6,002 hotel rooms across Nevada Casino Resorts, Nevada Locals Casinos and Nevada Taverns segments.
How has Golden Entertainment (GDEN) reshaped its portfolio before this Sale Transaction?
Golden completed several divestitures, including Rocky Gap Casino Resort and distributed gaming operations in Montana and Nevada, for aggregate cash consideration exceeding $580 million. It also acquired six Nevada taverns, expanding its PT’s, Lucky’s and Great American Pub-branded footprint within the Nevada Taverns reportable segment.
What human capital changes did Golden Entertainment report for 2025?
Golden employed about 4,900 team members at December 31, 2025, an 8% decrease from 5,300 a year earlier. The reduction primarily reflects cost-savings and operational efficiency measures at Nevada casino resorts, alongside investments in training, benefits, and a new Workday-based human capital management platform.
Golden Entrtnmnt
NASDAQ:GDEN
GDEN Rankings
GDEN Latest News
GDEN Latest SEC Filings
GDEN Stock Data
751.98M
18.66M
Resorts & Casinos
Services-miscellaneous Amusement & Recreation
United States
LAS VEGAS