[8-K] GOLDEN ENTERTAINMENT, INC. Reports Material Event

Rhea-AI Filing Summary

Golden Entertainment reported weaker results for 2025, moving from profit to loss. Fourth quarter 2025 revenues were $155.6 million versus $164.2 million a year earlier, with a net loss of $8.5 million, or $(0.33) per share, compared to net income of $3.0 million, or $0.10 per diluted share.

For the full year 2025, revenues were $634.9 million versus $666.8 million in 2024. The company posted a net loss of $6.0 million, or $(0.23) per share, versus net income of $50.7 million, or $1.71 per diluted share, including a $10.2 million loss on disposal of assets. Full year Adjusted EBITDA declined to $140.0 million from $155.4 million.

The company paid a $0.25 per share cash dividend on January 6, 2026 and declared another $0.25 per share dividend payable April 1, 2026. Golden Entertainment highlighted its previously announced pending sale of operating assets to Chairman and CEO Blake L. Sartini and affiliates and certain real estate to VICI Properties Inc., after which its stock will be delisted and the company will become private. It will not host an earnings call this quarter.

Insights

Equity analyst

Golden Entertainment swung from profit to loss in 2025 while preparing to go private.

Golden Entertainment showed clear operating pressure in 2025. Full year revenues fell to $634.9 million from $666.8 million, and net results deteriorated from net income of $50.7 million to a net loss of $6.0 million, including a $10.2 million loss on disposal of assets. Adjusted EBITDA also declined to $140.0 million from $155.4 million, indicating weaker underlying performance across segments.

Despite these softer results, the company continued returning cash, paying and declaring quarterly dividends of $0.25 per share. At December 31, 2025, total debt was $438.7 million against cash of $55.3 million and $195.0 million of undrawn revolver capacity, later increased by an $8.0 million repayment.

A key strategic overlay is the previously announced sale of operating assets to affiliates of Chairman and CEO Blake L. Sartini and seven casino real estate assets to VICI Properties Inc. After completion, the company’s common stock will be delisted and it will become private, and there will be no earnings call this quarter as it progresses toward that transaction.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________

FORM 8-K

________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 27, 2026

________________________________________

GOLDEN ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

________________________________________

Minnesota			000-24993			41-1913991
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)
6595 S Jones Boulevard
Las Vegas, Nevada						89118
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (702) 893-7777

________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.01 par value			GDEN			The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On February 27, 2026, Golden Entertainment, Inc. issued a press release announcing its financial results for the quarter and year ended December 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2. of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d)						Exhibits
99.1						Press Release dated February 27, 2026.
104						The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			GOLDEN ENTERTAINMENT, INC.
			(Registrant)
Dated: February 27, 2026						/s/ Charles H. Protell
						Name:			Charles H. Protell
						Title:			President and Chief Financial Officer

Exhibit 99.1

GOLDEN ENTERTAINMENT REPORTS 2025 FOURTH QUARTER AND FULL YEAR 2025 RESULTS

LAS VEGAS – February 27, 2026 – Golden Entertainment, Inc. (NASDAQ: GDEN) (“Golden Entertainment” or the “Company”) today reported financial results for the fourth quarter and full year ended December 31, 2025.

Consolidated Results

The Company reported fourth quarter 2025 revenues of $155.6 million, compared to revenues of $164.2 million for the fourth quarter of 2024. Net loss for the fourth quarter of 2025 was $8.5 million, or $(0.33) per share, compared to net income of $3.0 million, or $0.10 per fully diluted share, for the fourth quarter of 2024. Fourth quarter 2025 Adjusted EBITDA was $33.5 million, compared to Adjusted EBITDA of $39.2 million for the fourth quarter of 2024.

The Company reported full year 2025 revenues of $634.9 million, compared to revenues of $666.8 million for 2024. Net loss for the full year 2025 was $6.0 million, or $(0.23) per share, compared to net income of $50.7 million, or $1.71 per fully diluted share, for 2024. Net loss for the full year 2025 included a $10.2 million loss on disposal of assets. Full year 2025 Adjusted EBITDA was $140.0 million, compared to Adjusted EBITDA of $155.4 million for 2024.

The Company paid a quarterly cash dividend of $0.25 per share on January 6, 2026. On February 24, 2026, the Company’s Board of Directors authorized the Company’s next recurring quarterly cash dividend of $0.25 per share of the Company’s outstanding common stock payable on April 1, 2026 to shareholders of record as of March 18, 2026.

In light of the Company’s pending transaction 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. (the “Proposed Transaction”) announced on November 6, 2025, the Company will not be hosting an earnings call this quarter. Upon completion of the Proposed Transaction, the Company’s common stock will no longer be listed and the Company will become a private entity.

Debt and Liquidity

As of December 31, 2025, the Company’s total principal amount of debt outstanding was $438.7 million, consisting primarily of $390.0 million in outstanding term loan borrowings and $45.0 million in outstanding borrowings under the Company’s revolving credit facility.

As of December 31, 2025, the Company had cash and cash equivalents of $55.3 million and $195.0 million of remaining availability under its revolving credit facility. On January 28, 2026, subsequent to the Company’s fiscal year end, the Company repaid $8 million under its revolving credit facility, thereby increasing the borrowing availability to $203.0 million.

Forward-Looking Statements

This press release contains forward-looking statements regarding future events and the Company’s future results that are subject to the safe harbors created under the Securities Act of 1933 and the Securities Exchange Act of

1934. 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. In addition, forward-looking statements in this press release include, without limitation statements regarding: the Proposed Transaction; the Company’s strategies, objectives, business opportunities and plans; anticipated future growth and trends in the Company’s business or key markets and business outlook; return of capital to shareholders (including through the payment of recurring quarterly cash dividends or repurchase of shares of the Company’s common stock); projections of future financial condition, operating results or other financial items; 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 the Company’s current expectations and assumptions regarding its 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 the actual results to differ materially include: the inability to consummate the Proposed 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 Proposed Transaction or the failure to satisfy the other conditions to the consummation of the Proposed Transaction; the risk that the transaction agreement may be terminated in circumstances requiring the Company to pay a termination fee; the risk that the Proposed Transaction disrupts the Company’s current plans and operations or diverts management’s attention from its ongoing business; the effect of the announcement of the Proposed Transaction on the ability of the Company 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 Proposed Transaction on the Company’s operating results and business generally; the significant costs, fees and expenses related to the Proposed Transaction; the risk that the Company’s stock price may decline significantly if the Proposed Transaction is not consummated; the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the Proposed 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 continued shutdown of the U.S. government); legislative and regulatory matters; increases in gaming taxes and fees in the jurisdictions in which the Company operates; litigation; increased competition; reliance on key personnel; the Company’s ability to comply with covenants in its debt instruments; terrorist incidents; natural disasters; severe weather conditions; the effects of environmental and structural building conditions; the effects of disruptions to the Company’s information technology and other systems and infrastructure; factors affecting the gaming, entertainment and hospitality industries generally; and other risks and uncertainties discussed in the Company’s filings with the SEC (including in the proxy statement that the Company intends to file with the SEC in connection with the Proposed Transaction), including the “Risk Factors” sections of the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update any forward-looking statements as a result of new information, future developments or otherwise. All forward-looking statements in this press release are qualified in their entirety by this cautionary statement.

Non-GAAP Financial Measures

To supplement the Company’s consolidated financial statements presented in accordance with United States generally accepted accounting principles (“GAAP”), the Company uses Adjusted EBITDA because it is the primary metric used by its chief operating decision maker and investors in measuring both the Company’s past and future expectations of performance. Adjusted EBITDA provides useful information to the users of the Company’s financial statements by excluding specific expenses and gains that the Company believes are not indicative of its core operating results. Further, the Company’s annual performance plan used to determine compensation for its executive officers and employees is tied to the Adjusted EBITDA metric. It is also a measure 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 the gaming industry may calculate Adjusted EBITDA differently than the Company does.

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The Company defines “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 and non-recurring expenses that are deemed to be not indicative of the Company’s core operating results.

About Golden Entertainment

Golden Entertainment operates a diversified entertainment platform of gaming and hospitality assets. The Company operates eight casinos and 72 gaming taverns in Nevada, featuring approximately 5,500 slots, 80 table games and 6,000 hotel rooms. For more information, visit www.goldenent.com.

Investors
Charles H. Protell			James Adams
President and Chief Financial Officer			VP Corporate Finance and Treasurer
(702) 893-7777			(702) 495-4470
			james.adams@goldenent.com

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Golden Entertainment, Inc.

Consolidated Statements of Operations

(Unaudited, in thousands, except per share data)

						Three Months Ended December 31,												Year Ended December 31,
						2025						2024						2025						2024
Revenues
Gaming						$	80,063					$	78,387					$	316,132					$	319,267
Food and beverage						39,961						43,302						162,936						171,925
Rooms						23,137						29,805						105,124						119,565
Other						12,469						12,710						50,719						56,061
Total revenues						155,630						164,204						634,911						666,818
Expenses
Gaming						20,422						20,375						81,938						88,171
Food and beverage						33,429						35,576						134,018						138,278
Rooms						14,073						16,191						60,536						65,079
Other						4,754						3,223						17,184						14,363
Selling, general and administrative						54,243						52,183						218,464						225,313
Depreciation and amortization						22,470						22,672						90,282						90,034
Loss (gain) on disposal of assets						8,287						29						10,240						(213)
Gain on sale of business						—						(294)						—						(69,238)
Preopening expenses						288						131						718						508
Impairment of assets						—						2,399						—						2,399
Total expenses						157,966						152,485						613,380						554,694
Operating (loss) income						(2,336)						11,719						21,531						112,124
Non-operating expense
Interest expense, net						(7,498)						(7,629)						(30,665)						(34,884)
Loss on debt extinguishment and modification						—						—						—						(4,446)
Total non-operating expense, net						(7,498)						(7,629)						(30,665)						(39,330)
(Loss) income before income tax benefit (provision)						(9,834)						4,090						(9,134)						72,794
Income tax benefit (provision)						1,318						(1,112)						3,091						(22,063)
Net (loss) income						$	(8,516)					$	2,978					$	(6,043)					$	50,731
Weighted-average common shares outstanding
Basic						26,177						27,115						26,283						28,184
Diluted						26,177						28,401						26,283						29,699
Net (loss) income per share
Basic						$	(0.33)					$	0.11					$	(0.23)					$	1.80
Diluted						$	(0.33)					$	0.10					$	(0.23)					$	1.71

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Golden Entertainment, Inc.

Reconciliation of Adjusted EBITDA

(Unaudited, in thousands)

						Three Months Ended December 31,												Year Ended December 31,
						2025						2024						2025						2024
Revenues
Nevada Casino Resorts						$	90,204					$	97,487					$	375,641					$	399,139
Nevada Locals Casinos						37,386						38,710						150,917						150,972
Nevada Taverns						27,741						27,722						107,199						109,723
Corporate and Other						299						285						1,154						965
Total revenues - Continuing Operations						155,630						164,204						634,911						660,799
Distributed Gaming						—						—						—						6,019
Total revenues - Divested Operations						—						—						—						6,019
Total revenues						$	155,630					$	164,204					$	634,911					$	666,818
Adjusted EBITDA
Nevada Casino Resorts						$	20,196					$	24,441					$	92,398					$	103,338
Nevada Locals Casinos						17,046						17,766						67,913						66,504
Nevada Taverns						6,695						6,468						25,211						27,137
Corporate and Other						(10,406)						(9,498)						(45,489)						(42,088)
Total Adjusted EBITDA - Continuing Operations						33,531						39,177						140,033						154,891
Distributed Gaming						—						—						—						484
Total Adjusted EBITDA - Divested Operations						—						—						—						484
Total Adjusted EBITDA						$	33,531					$	39,177					$	140,033					$	155,375
Adjustments
Depreciation and amortization						(22,470)						(22,672)						(90,282)						(90,034)
Non-cash lease benefit						111						82						402						380
Share-based compensation						(1,914)						(1,746)						(9,249)						(10,434)
(Loss) gain on disposal of assets						(8,287)						(29)						(10,240)						213
Gain on sale of business						—						294						—						69,238
Loss on debt extinguishment and modification						—						—						—						(4,446)
Preopening and related expenses (1)						(288)						(131)						(718)						(508)
Impairment of goodwill and intangible assets						—						(2,399)						—						(2,399)
System implementation costs (2)						(152)						—						(638)						—
Other, net						(2,867)						(857)						(7,777)						(9,707)
Interest expense, net						(7,498)						(7,629)						(30,665)						(34,884)
Income tax benefit (provision)						1,318						(1,112)						3,091						(22,063)
Net (loss) income						$	(8,516)					$	2,978					$	(6,043)					$	50,731

(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 the Company’s casino properties.

(2)System implementation costs represent expenses related to the implementation of new enterprise resource planning, finance, payroll and human capital management software.

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Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 186.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB