Golden Entertainment (NASDAQ: GDEN) CFO receives RSUs and tax share withholding

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Golden Entertainment President and CFO Charles Protell reported multiple equity compensation transactions in the form of restricted stock units (RSUs) and related common stock. On February 27, 2026, he received RSU awards of 40,890 and 37,115 units, each representing a right to receive one share of common stock.

Several earlier RSU grants vested and were exercised into common stock in tranches of 8,758, 18,204, 11,780 and 14,436 shares, all at a stated price of $0.00 per share. To satisfy minimum statutory income tax withholding on the vesting, 21,025 common shares were withheld at $28.90 per share, reducing his directly held common stock to 582,932 shares.

Insider Trade Summary

53,178 shares exercised/converted

Mixed 11 txns

Insider Protell Charles

Role President and CFO

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	40,890	$0.00	--
Grant/Award	Restricted Stock Units	37,115	$0.00	--
Exercise	Restricted Stock Units	8,758	$0.00	--
Exercise	Restricted Stock Units	18,204	$0.00	--
Exercise	Restricted Stock Units	11,780	$0.00	--
Exercise	Restricted Stock Units	14,436	$0.00	--
Exercise	Common Stock	8,758	$0.00	--
Exercise	Common Stock	18,204	$0.00	--
Exercise	Common Stock	11,780	$0.00	--
Exercise	Common Stock	14,436	$0.00	--
Tax Withholding	Common Stock	21,025	$28.90	$608K

Holdings After Transaction: Restricted Stock Units — 40,890 shares (Direct); Common Stock — 559,537 shares (Direct)

Footnotes (1)

Restricted stock units convert into common stock on a one-for-one basis. 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. Each restricted stock unit represents a contingent right to receive one share of common stock. 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. Represents shares "earned " under PSUs granted on March 14, 2025. PSUs that have not been forfeited shall vest on March 14, 2028. 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. Represents time-based restricted stock units that vested.

Form 4 Insider Transactions: What Each Field Means →

02/27/2026 - 08:50 PM

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

OMB APPROVAL

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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^*

Protell Charles

(Last)

(First)

(Middle)

6595 S. JONES BLVD.

(Street)

LAS VEGAS

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)
	President and CFO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/27/2026		M		8,758	A	⁽¹⁾	559,537	D
Common Stock	02/27/2026		M		18,204	A	⁽¹⁾	577,741	D
Common Stock	02/27/2026		M		11,780	A	⁽¹⁾	589,521	D
Common Stock	02/27/2026		M		14,436	A	⁽¹⁾	603,957	D
Common Stock	02/27/2026		F		21,025⁽²⁾	D	$28.9	582,932	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	02/27/2026		A		40,890		⁽⁴⁾	⁽⁴⁾	Common Stock	40,890	$0	40,890	D
Restricted Stock Units	⁽³⁾	02/27/2026		A		37,115		⁽⁵⁾	⁽⁵⁾	Common Stock	37,115	$0	37,115⁽⁶⁾	D
Restricted Stock Units	⁽³⁾	02/27/2026		M			8,758	⁽⁷⁾	⁽⁷⁾	Common Stock	8,758	$0	0	D
Restricted Stock Units	⁽³⁾	02/27/2026		M			18,204	⁽⁷⁾	⁽⁷⁾	Common Stock	18,204	$0	0	D
Restricted Stock Units	⁽³⁾	02/27/2026		M			11,780	⁽⁷⁾	⁽⁷⁾	Common Stock	11,780	$0	11,780	D
Restricted Stock Units	⁽³⁾	02/27/2026		M			14,436	⁽⁷⁾	⁽⁷⁾	Common Stock	14,436	$0	28,874⁽⁶⁾	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. Each restricted stock unit represents a contingent right to receive one share of common stock.

4. 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.

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

6. 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.

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

Remarks:

	/s/ Protell, Charles	02/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did Golden Entertainment (GDEN) disclose about Charles Protell’s new RSU awards?

Golden Entertainment reported that President and CFO Charles Protell received two restricted stock unit awards of 40,890 and 37,115 units. Each RSU represents a contingent right to receive one share of common stock under the company’s equity incentive arrangements.

How many Golden Entertainment (GDEN) RSUs vested or were exercised in this Form 4?

Previously granted restricted stock units vested and were exercised into common stock in separate tranches of 8,758, 18,204, 11,780 and 14,436 shares. These conversions occurred at a stated price of $0.00 per share, reflecting equity compensation rather than open-market purchases.

How many Golden Entertainment (GDEN) shares were withheld for taxes in this filing?

The Form 4 shows that 21,025 shares of Golden Entertainment common stock were withheld to satisfy minimum statutory income tax obligations upon RSU vesting. These shares were valued at $28.90 per share for the tax-withholding transaction.

What is Charles Protell’s reported Golden Entertainment (GDEN) common stock holding after these transactions?

Following the reported RSU conversions and tax-share withholding, Charles Protell directly holds 582,932 shares of Golden Entertainment common stock. This figure reflects the net position after issuing new shares from vested RSUs and withholding shares to cover income tax obligations.

How do Golden Entertainment (GDEN) restricted stock units convert into common stock?

Each Golden Entertainment restricted stock unit converts into one share of common stock, on a one-for-one basis, when vesting conditions are met. Time-based RSUs and performance-based units follow specified vesting schedules outlined in the award agreements referenced in the Form 4 footnotes.

What vesting schedule applies to some of Golden Entertainment (GDEN) time-based RSUs?

Certain time-based RSUs will vest one-third on March 14, 2027, one-third on March 14, 2028, and one-third on March 14, 2029, provided they are not forfeited. This schedule is specified in the award footnotes and governs when shares can be delivered.