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New Royal Holdco I (NASDAQ: GDEN) EVP settles equity and exits GDEN stake

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

NEW ROYAL HOLDCO I INC. executive Blake L. Sartini II reported a merger-related cleanup of his equity awards and holdings in issuer ticker GDEN. On April 29, 2026, he exercised stock options and multiple restricted and performance stock unit awards into common stock under a Master Transaction Agreement, including 75,000 shares from options at $11.50 and 70,000 shares from options at $10.51 per share.

Shares were then used to settle taxes and exercise costs, with 108,652 shares disposed at $28.55 in a tax-withholding transaction. Other RSUs and PSUs vested, converted one-for-one into common stock, and were either cash-settled or exchanged in a reorganization where each common share became 0.902 VICI Properties Inc.April 30, 2026, 251,643 directly held common shares and 250,000 indirectly held shares associated with D'Oro Holdings, LLC were disposed to the issuer or its successor in connection with the transaction. After these steps, the Form 4 shows Sartini II with 0 shares of GDEN common stock directly or indirectly.

Positive

  • None.

Negative

  • None.

Insights

Form 4 shows merger-driven equity settlement and full exit from GDEN shares.

EVP of Operations Blake L. Sartini II exercised options and equity awards tied to NEW ROYAL HOLDCO I INC. under a Master Transaction Agreement. He exercised 213,703 shares from derivatives, including options at $11.50 and $10.51, and saw RSUs/PSUs vest and convert to common stock.

Mechanically, 108,652 shares at $28.55 were withheld to cover tax and exercise obligations, a non-market disposition. Remaining shares were either cash-settled or exchanged into VICI Properties Inc. stock at an exchange ratio of 0.902% per GDEN share, reflecting the reorganization.

The filing also records 251,643 directly held shares and 250,000 indirectly held shares associated with D'Oro Holdings, LLC being disposed to the issuer or its successor. With 0 GDEN shares shown after the transactions and no remaining derivatives, this appears to complete Sartini II’s visible GDEN equity exposure in connection with the merger rather than a discretionary open-market trade.

Insider Sartini Blake L II
Role EVP of Operations
Type Security Shares Price Value
Disposition Common Stock 251,643 $0.00 --
Disposition Common Stock 250,000 $0.00 --
Exercise Stock Option 70,000 $0.00 --
Exercise Stock Option 75,000 $0.00 --
Exercise Restricted Stock Units 5,940 $0.00 --
Exercise Restricted Stock Units 17,016 $0.00 --
Exercise Restricted Stock Units 21,873 $0.00 --
Exercise Restricted Stock Units 23,874 $0.00 --
Exercise Common Stock 70,000 $10.51 $736K
Exercise Common Stock 75,000 $11.50 $863K
Exercise Common Stock 5,940 $0.00 --
Exercise Common Stock 17,016 $0.00 --
Exercise Common Stock 21,873 $0.00 --
Exercise Common Stock 23,874 $0.00 --
Grant/Award Common Stock 23,874 $0.00 --
Disposition Common Stock 47,748 $28.55 $1.36M
Tax Withholding Common Stock 108,652 $28.55 $3.10M
Holdings After Transaction: Common Stock — 0 shares (Direct, null); Common Stock — 0 shares (Indirect, See footnote); Stock Option — 0 shares (Direct, null); Restricted Stock Units — 0 shares (Direct, null)
Footnotes (1)
  1. Represents the exercise of stock options on the Equity Award Settlement Date, as defined under, and in accordance with the terms of, that certain Master Transaction Agreement dated November 6, 2025 by and among the Issuer, Argento, LLC, VICI Properties Inc., and VICI Royal Merger Sub LLC, (the ''Master Transaction Agreement''). Represents the accelerated vesting and conversion of restricted stock units (''RSU'') or preferred stock units (''PSUs''), as applicable, on a one for one basis for shares of common stock, plus the issuance of shares of common stock in satisfaction of dividend equivalents, in accordance with the terms of the Master Transaction Agreement. Represents the accelerated vesting and cash settlement of the RSUs granted in February 2026 in accordance with the terms of the award agreement and Master Transaction Agreement. For Form 4 reporting purposes, each RSU converted to one share of common stock which was disposed to the Issuer in exchange for the closing stock price on the Equity Award Settlement Date. Represents the accelerated vesting and cash settlement of the PSUs granted in February 2026 in accordance with the terms of the Master Transaction Agreement. For Form 4 reporting purposes, each PSU converted to one share of common stock which was disposed to the Issuer in exchange for the closing stock price on the Equity Award Settlement Date. Represents shares withheld by the Issuer in satisfaction of tax withholding obligations resulting from vesting of stock options, RSUs and PSUs, and shares withheld by the Issuer in satisfaction of payment of the exercise price for the options exercised. Represents the disposition of shares of common stock of the successor entity to the Issuer, in the reorganziation and merger involving the Issuer, under and in accordance with the Master Transaction Agreement. Each share of common stock was exchanged for 0.902 shares of VICI Properties Inc., with cash paid in lieu of fractional shares. 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. The outstanding RSUs and PSUs vested in full, and all outstanding unvested stock options became fully exercisable and were exercised, on the Equity Award Settlement Date in accordance with the terms of the Master Transaction Agreement. Represents a contingent right to receive shares of common stock, that convert into common stock on a one-for-one basis upon vesting, and have no expiration date.
Tax-withheld shares 108,652 shares at $28.55 Common stock used for tax withholding and exercise costs on April 29, 2026
Direct issuer disposition 251,643 shares Common stock disposed to issuer or successor on April 30, 2026
Indirect issuer disposition 250,000 shares Indirect common stock associated with D'Oro Holdings, LLC disposed on April 30, 2026
Options exercised at $11.50 75,000 shares Common stock from stock option exercise at $11.50 per share on April 29, 2026
Options exercised at $10.51 70,000 shares Common stock from stock option exercise at $10.51 per share on April 29, 2026
Total derivative exercises 213,703 shares Shares acquired via exercise or conversion of derivative securities in this filing
Post-transaction GDEN holdings 0 shares Total GDEN common stock held directly or indirectly after reported transactions
Merger exchange ratio 0.902 VICI shares per GDEN share Exchange terms for common stock in reorganization and merger
Master Transaction Agreement regulatory
"in accordance with the terms of, that certain Master Transaction Agreement dated November 6, 2025"
A master transaction agreement is a single, standing contract that lays out the general rules, responsibilities and pricing for multiple related deals between the same parties, so each new transaction can proceed quickly without renegotiating core terms. For investors it matters because it reduces legal and execution risk, clarifies future cash flows and obligations, and makes it easier to assess ongoing business relationships—like having a regular rental lease instead of signing a new lease each month.
Equity Award Settlement Date financial
"exercise of stock options on the Equity Award Settlement Date, as defined under"
Restricted Stock Units financial
"accelerated vesting and conversion of restricted stock units (''RSU'') or preferred stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
preferred stock units (''PSUs'') financial
"restricted stock units (''RSU'') or preferred stock units (''PSUs''), as applicable"
tax withholding obligations financial
"shares withheld by the Issuer in satisfaction of tax withholding obligations resulting from vesting"
disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
X
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 NEVADA 89118
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
NEW ROYAL HOLDCO I INC. [ GDEN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP of Operations
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/29/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock04/29/2026M(1)70,000A$10.51240,466D
Common Stock04/29/2026M(1)75,000A$11.5315,466D
Common Stock04/29/2026M(2)5,940A$0(2)321,406D
Common Stock04/29/2026M(2)17,016A$0(2)338,422D
Common Stock04/29/2026M(2)21,873A$0(2)360,295D
Common Stock04/29/2026M(3)23,874A$0(3)384,169D
Common Stock04/29/2026A(4)23,874A$0(4)408,043D
Common Stock04/29/2026D(3)(4)47,748D$28.55(3)(4)360,295D
Common Stock04/29/2026F(5)108,652D$28.55(5)251,643D
Common Stock04/30/2026D(6)251,643D(6)0D
Common Stock04/30/2026D(6)250,000D(6)0ISee footnote(7)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option$10.5104/29/2026M(1)70,000 (8)08/25/2026Common Stock70,000$0(1)0D
Stock Option$11.504/29/2026M(1)75,000 (8)03/19/2027Common Stock75,000$0(1)0D
Restricted Stock Units(9)04/29/2026M(2)5,940 (8) (9)Common Stock5,940$0(2)0D
Restricted Stock Units(9)04/29/2026M(2)17,016 (8) (9)Common Stock17,016$0(2)0D
Restricted Stock Units(9)04/29/2026M(2)21,873 (8) (9)Common Stock21,873$0(2)0D
Restricted Stock Units(9)04/29/2026M(3)23,874 (8) (9)Common Stock23,874$0(3)0D
Explanation of Responses:
1. Represents the exercise of stock options on the Equity Award Settlement Date, as defined under, and in accordance with the terms of, that certain Master Transaction Agreement dated November 6, 2025 by and among the Issuer, Argento, LLC, VICI Properties Inc., and VICI Royal Merger Sub LLC, (the ''Master Transaction Agreement'').
2. Represents the accelerated vesting and conversion of restricted stock units (''RSU'') or preferred stock units (''PSUs''), as applicable, on a one for one basis for shares of common stock, plus the issuance of shares of common stock in satisfaction of dividend equivalents, in accordance with the terms of the Master Transaction Agreement.
3. Represents the accelerated vesting and cash settlement of the RSUs granted in February 2026 in accordance with the terms of the award agreement and Master Transaction Agreement. For Form 4 reporting purposes, each RSU converted to one share of common stock which was disposed to the Issuer in exchange for the closing stock price on the Equity Award Settlement Date.
4. Represents the accelerated vesting and cash settlement of the PSUs granted in February 2026 in accordance with the terms of the Master Transaction Agreement. For Form 4 reporting purposes, each PSU converted to one share of common stock which was disposed to the Issuer in exchange for the closing stock price on the Equity Award Settlement Date.
5. Represents shares withheld by the Issuer in satisfaction of tax withholding obligations resulting from vesting of stock options, RSUs and PSUs, and shares withheld by the Issuer in satisfaction of payment of the exercise price for the options exercised.
6. Represents the disposition of shares of common stock of the successor entity to the Issuer, in the reorganziation and merger involving the Issuer, under and in accordance with the Master Transaction Agreement. Each share of common stock was exchanged for 0.902 shares of VICI Properties Inc., with cash paid in lieu of fractional shares.
7. 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.
8. The outstanding RSUs and PSUs vested in full, and all outstanding unvested stock options became fully exercisable and were exercised, on the Equity Award Settlement Date in accordance with the terms of the Master Transaction Agreement.
9. Represents a contingent right to receive shares of common stock, that convert into common stock on a one-for-one basis upon vesting, and have no expiration date.
Remarks:
/s/Charles H. Protell, attorney-in-fact04/30/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did GDEN EVP Blake L. Sartini II report in this Form 4?

He reported a merger-related cleanup of equity awards and holdings. Options, RSUs, and PSUs were exercised or vested into GDEN common stock, then used for tax withholding, cash settlement, or exchanged into VICI Properties Inc. shares under a Master Transaction Agreement.

How many GDEN shares did Blake L. Sartini II dispose of in issuer transactions?

He disposed of 251,643 directly held common shares and 250,000 indirectly held shares associated with D'Oro Holdings, LLC. These dispositions were to the issuer or its successor as part of a reorganization governed by the Master Transaction Agreement and related merger structure.

Were any of Blake L. Sartini II’s GDEN shares sold on the open market?

The Form 4 shows no open-market sales. Dispositions are coded as issuer-related or tax-withholding events, including shares withheld to cover tax and exercise obligations and shares exchanged or settled in connection with the reorganization and merger described in the Master Transaction Agreement.

How were GDEN shares treated in the merger with VICI Properties Inc.?

Each GDEN common share was exchanged for 0.902 shares of VICI Properties Inc., with cash instead of fractional shares. Certain RSUs and PSUs also vested and were settled or converted according to these terms, as described in the Master Transaction Agreement and related equity award provisions.

Does Blake L. Sartini II hold any GDEN common stock after these transactions?

According to the Form 4 data, he holds zero GDEN common shares directly or indirectly after the reported transactions. All outstanding unvested options, RSUs, and PSUs vested or were exercised, and resulting shares were disposed, settled, or exchanged in connection with the merger and reorganization.