Golden Entertainment (GDEN) EVP awarded RSUs, converts units and withholds shares for taxes

Rhea-AI Filing Summary

Golden Entertainment EVP of Operations Blake L. Sartini II reported multiple equity award transactions involving restricted stock units (RSUs) and common stock on February 27, 2026. He received RSU grants of 23,874 units and 21,668 units, each representing a contingent right to one share of common stock, including time-based RSUs vesting in thirds in 2027, 2028, and 2029 and performance-based units earned from a 2025 grant.

The filing also shows several RSU conversions into common stock through derivative exercises, increasing his directly held common shares to 181,589 before a tax-related share withholding. A total of 11,123 common shares were disposed of at $28.90 per share to cover minimum statutory income tax withholding upon RSU vesting, leaving 170,466 directly held common shares.

Separately, 250,000 common shares are reported as indirectly held by D'Oro Holdings, LLC, an entity in which Mr. Sartini II has a pecuniary interest but no investment control following his prior resignation as manager and trustee of related family trusts.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sartini Blake L II

(Last) (First) (Middle)

6595 S. JONES BLVD.

(Street)

LAS VEGAS NV 89118

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GOLDEN ENTERTAINMENT, INC. [ GDEN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP of Operations

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/27/2026		M		4,240	A	(1)	158,410	D
Common Stock	02/27/2026		M		8,811	A	(1)	167,221	D
Common Stock	02/27/2026		M		5,940	A	(1)	173,161	D
Common Stock	02/27/2026		M		8,428	A	(1)	181,589	D
Common Stock	02/27/2026		F		11,123(2)	D	$28.9	170,466	D
Common Stock								250,000	I	See footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(4)	02/27/2026		A		23,874		(5)	(5)	Common Stock	23,874	$0	23,874	D
Restricted Stock Units	(4)	02/27/2026		A		21,668		(6)	(6)	Common Stock	21,668	$0	21,668(7)	D
Restricted Stock Units	(4)	02/27/2026		M			4,240	(8)	(8)	Common Stock	4,240	$0	0	D
Restricted Stock Units	(4)	02/27/2026		M			8,811	(8)	(8)	Common Stock	8,811	$0	0	D
Restricted Stock Units	(4)	02/27/2026		M			5,940	(8)	(8)	Common Stock	5,940	$0	5,940	D
Restricted Stock Units	(4)	02/27/2026		M			8,428	(8)	(8)	Common Stock	8,428	$0	16,857(7)	D

Explanation of Responses:

1. Restricted stock units convert into common stock on a one-for-one basis.

2. In accordance with the recipient's restricted stock unit award agreements, these shares were withheld by Golden Entertainment, Inc. to satisfy minimum statutory income tax withholding obligations upon vesting of restricted stock units.

3. Represents shares held by D'Oro Holdings, LLC in which Mr. Sartini II has a pecuniary interest. On May 12, 2021, Mr. Sartini II resigned as the sole manager of D'Oro Holdings, LLC, and on May 12, 2021, Mr. Sartini II resigned as trustee of certain family trusts that were members of D'Oro Holdings, LLC. Accordingly, Mr. Sartini II no longer has investment control over shares held by D'Oro Holdings, LLC.

4. Each restricted stock unit represents a contingent right to receive one share of common stock.

5. Represents time-based RSUs. RSUs that have not been forfeited shall vest as to one-third on March 14, 2027, one-third on March 14, 2028 and one-third on March 14, 2029.

6. Represents shares "earned " under PSUs granted on March 14, 2025. PSUs that have not been forfeited shall vest on March 14, 2028.

7. Includes additional shares acquired since the date of the reporting person's last report through the issuance of a dividend equivalent on the time-based RSUs and PSUs granted on March 14, 2025. Additional shares acquired through the dividend equivalent will follow the vesting schedule and conditions of the original grants.

8. Represents time-based restricted stock units that vested.

Remarks:

	/s/Charles H. Protell, attorney-in-fact	02/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Golden Entertainment (GDEN) EVP Blake Sartini II report in this Form 4?

Blake L. Sartini II reported new equity awards and related share movements. He received RSU grants, exercised previously granted RSUs into common stock, and had shares withheld to cover tax obligations tied to vesting, updating both his direct and indirect ownership positions.

How many restricted stock units did the Golden Entertainment EVP receive?

He received two RSU grants totaling 45,542 units, consisting of 23,874 and 21,668 restricted stock units. These include time-based RSUs vesting in three annual installments and performance-based units earned from a 2025 grant, each convertible into one share of common stock.

What common stock transactions did Blake Sartini II report for GDEN?

He reported multiple conversions of RSUs into common stock through derivative exercises, increasing directly held shares. After these conversions and a tax withholding transaction, his direct common stock holdings changed from 158,410 shares before exercises to 170,466 shares following the tax-related share disposition.

Why were some Golden Entertainment shares disposed of in this filing?

11,123 common shares were disposed of solely to satisfy minimum statutory income tax withholding obligations on vested RSUs. The shares were withheld at $28.90 per share by Golden Entertainment, rather than sold in an open-market trade, to cover the associated tax liability.

What is the vesting schedule for the new Golden Entertainment RSUs?

The time-based RSUs vest in three equal installments on March 14, 2027, March 14, 2028, and March 14, 2029 if not forfeited. Performance-based units earned from a March 14, 2025 grant are scheduled to vest on March 14, 2028, following the original award conditions.

How are indirect Golden Entertainment shares held for Blake Sartini II?

250,000 common shares are indirectly held by D'Oro Holdings, LLC, in which he has a pecuniary interest. He resigned as sole manager of D'Oro Holdings and as trustee of related family trusts in 2021, so he no longer has investment control over those indirectly reported shares.