Every 8-K that Golden Entertainment, Inc. (GDEN) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow GDEN and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full GDEN filings page.
New Royal HoldCo I Inc., successor to Golden Entertainment, completed a complex transaction with VICI Properties that restructures the business, repays senior debt, and removes the stock from Nasdaq. Golden merged into a new operating company, whose equity was sold to Argento, while New Royal HoldCo retained the real estate entity.
Immediately after the operating sale, New Royal HoldCo paid a $2.75 per share cash dividend and then merged into a VICI subsidiary. Each New Royal HoldCo share was converted into the right to receive 0.902 VICI Properties shares, with cash in lieu of fractions. All obligations under Golden’s First Lien Credit Agreement were fully satisfied and related liens released. The company notified Nasdaq, requested delisting and deregistration, and plans to terminate Exchange Act reporting. Following closing, all pre-transaction directors and officers resigned, and Blake L. Sartini’s employment was terminated with contractual severance.
Golden Entertainment, Inc. provides an update on its pending Master Transaction Agreement with Argento, LLC and VICI entities, stating that all required gaming and liquor regulatory approvals have been obtained and that closing is expected on or about April 30, 2026.
At closing, shareholders of record as of the Closing Date are expected to receive a cash dividend of $2.75 per share, paid immediately after the OpCo Sale and before the Effective Time, subject to consummation of the OpCo Sale. In addition, each New HoldCo common share outstanding immediately before the Effective Time will be converted into the right to receive 0.902 PropCo Buyer Shares, with cash paid instead of fractional shares.
The company reiterates forward-looking statement cautions, noting multiple risks that could prevent or delay completion of the transactions and stating that, if they are consummated, existing shareholders will no longer have any equity interest in the company or participate in its future earnings and growth.
Golden Entertainment, Inc. shareholders approved the adoption of the company’s Master Transaction Agreement with Blake L. Sartini affiliates and VICI Properties Inc. at a special meeting held on March 31, 2026.
As of March 3, 2026, there were 26,398,811 shares of common stock outstanding, each entitled to one vote, and 20,658,534 shares were present in person or by proxy, representing about 78% of shares entitled to vote. Proposal 1 to adopt the MTA received 20,430,245 votes for, 208,131 against and 20,158 abstentions. Shareholders also approved, on a non-binding advisory basis, potential transaction-related compensation for named executive officers and an adjournment proposal.
Closing of the transactions is anticipated in the second quarter of 2026, subject to regulatory approvals and other customary closing conditions. Upon completion, Golden Entertainment will no longer be publicly held, and its shares will be de‑listed from Nasdaq and de‑registered under the Securities Exchange Act of 1934.
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.
Golden Entertainment (GDEN) signed a Master Transaction Agreement to separate its operating assets and merge its property company with VICI Properties. The plan includes a pre-closing restructuring, sale of New OpCo to Argento (OpCo Buyer), a cash dividend, and a stock-for-stock merger into a VICI subsidiary.
At closing, shareholders are slated to receive a $2.75 per share cash dividend funded via the OpCo sale. At the merger’s effective time, each New HoldCo share will convert into 0.902 VICI Properties shares. The deal includes a go‑shop through December 5, 2025, an initial outside date of November 5, 2026 (extendable to February 5, 2027), and customary termination fees, including $37,000,000 (or $16,400,000 before the no‑shop start) and a $10,000,000 reverse fee under specified conditions. Closing is targeted for mid‑2026, subject to shareholder approval, gaming and liquor approvals, NYSE listing of VICI shares to be issued, and Form S‑4 effectiveness. After completion, GDEN shares will be delisted.
Golden Entertainment, Inc. furnished a Form 8-K announcing it issued a press release with financial results for the three and nine months ended September 30, 2025. The press release is attached as Exhibit 99.1 and incorporated by reference.
The company states the information under Item 2.02, including Exhibit 99.1, is furnished and not deemed “filed” under the Exchange Act.
Golden Entertainment announced a Master Transaction Agreement to sell its operating assets to Argento (OpCo Buyer) and certain real estate assets to VICI Properties. Under the terms, shareholders will receive a fixed exchange ratio of 0.902 shares of VICI common stock for the real estate sale and a $2.75 cash distribution per GDEN share from the operating asset sale proceeds at closing.
The company plans to seek shareholder approval via a proxy statement for a special meeting, and the transaction remains subject to required approvals and other closing conditions. A related press release was furnished as Exhibit 99.1.