NEW ROYAL HOLDCO I INC. (GDEN) SVP settles GDEN equity awards in merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
NEW ROYAL HOLDCO I INC. SVP of Accounting Viktoryia G. Pulliam reported a series of equity award settlements and related share dispositions tied to a reorganization and merger under a Master Transaction Agreement. On April 29, 2026, restricted stock units and performance stock units vested early and converted into a total of 7,740 shares of common stock, plus dividend-equivalent shares, in line with the agreement.
On the same date, she received a 2,387-share grant of common stock, while 2,107 shares were withheld at $28.55 per share to cover tax obligations. Additional shares were disposed to the issuer through cash settlements and, in the merger, each remaining common share was exchanged for 0.902 VICI Properties Inc. shares, with cash paid for fractional shares. After these steps, her reported direct holdings of the issuer’s common stock fell to zero, reflecting the completion of the equity award settlement and exchange process rather than open-market trading.
Positive
- None.
Negative
- None.
Insights
Routine equity award vesting and merger-related settlement, not open‑market trading.
The filing shows Viktoryia G. Pulliam settling RSUs and PSUs and exchanging shares in connection with a merger governed by a Master Transaction Agreement. Multiple M-code transactions convert awards into common stock, followed by issuer dispositions and tax withholding.
Key context is that shares were either cash-settled or exchanged into VICI Properties Inc. stock at a ratio of 0.902 shares per common share, with cash in lieu of fractions. The 2,107-share F-code disposition is explicitly for tax withholding, and the remaining D-code movements are to the issuer or successor entity, leaving no reported GDEN common stock holdings. Overall, this looks like mechanical cleanup of equity awards during a corporate transaction rather than a discretionary buy or sell decision.
Insider Trade Summary
7,740 shares exercised/converted
Mixed
12 txns
Insider
Pulliam Viktoryia G.
Role
SVP of Accounting
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 5,010 | $0.00 | -- |
| Exercise | Restricted Stock Units | 300 | $0.00 | -- |
| Exercise | Restricted Stock Units | 2,211 | $0.00 | -- |
| Exercise | Restricted Stock Units | 2,841 | $0.00 | -- |
| Exercise | Restricted Stock Units | 2,388 | $0.00 | -- |
| Exercise | Common Stock | 300 | $0.00 | -- |
| Exercise | Common Stock | 2,211 | $0.00 | -- |
| Exercise | Common Stock | 2,841 | $0.00 | -- |
| Exercise | Common Stock | 2,388 | $0.00 | -- |
| Grant/Award | Common Stock | 2,387 | $0.00 | -- |
| Disposition | Common Stock | 4,775 | $28.55 | $136K |
| Tax Withholding | Common Stock | 2,107 | $28.55 | $60K |
Holdings After Transaction:
Common Stock — 0 shares (Direct, null);
Restricted Stock Units — 0 shares (Direct, null)
Footnotes (1)
- Represents the accelerated vesting and conversion of restricted stock units (''RSUs'') 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 that certain Master Transaction Agreement dated November 6, 2025 by and among the Issuer, Argent, LLC, VICI Properties Inc., and VICI Royal Merger Sub LLC, (''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, as defined under the Master Transaction Agreement. 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 RSUs and PSUs. 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 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. The outstanding RSUs and PSUs vested in full on the Equity Award Settlement Date in accordance with the terms of the Master Transaction Agreement.
Key Figures
RSU/PSU conversions: 7,740 shares
New stock grant: 2,387 shares
Tax withholding shares: 2,107 shares at $28.55
+3 more
6 metrics
RSU/PSU conversions
7,740 shares
Common stock issued from RSU and PSU vesting on April 29, 2026
New stock grant
2,387 shares
Common stock grant reported on April 29, 2026
Tax withholding shares
2,107 shares at $28.55
Shares withheld to satisfy tax obligations on April 29, 2026
Disposition to issuer
5,010 shares
Final issuer disposition on April 30, 2026, after merger steps
Exchange ratio
0.902 VICI shares per share
GDEN common stock exchanged for VICI Properties Inc. shares
Post-transaction GDEN holdings
0 shares
Total GDEN common stock directly held after April 30, 2026 disposition
Key Terms
Restricted Stock Units, Performance Stock Units, Master Transaction Agreement, Equity Award Settlement Date, +2 more
6 terms
Restricted Stock Units financial
"Represents the accelerated vesting and conversion of restricted stock units (''RSUs'') or preferred stock units (''PSUs'')..."
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.
Performance Stock Units financial
"Represents the accelerated vesting and conversion of restricted stock units (''RSUs'') or preferred stock units (''PSUs'')..."
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
Master Transaction Agreement regulatory
"in accordance with the terms of the 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
"closing stock price on the Equity Award Settlement Date, as defined under the Master Transaction Agreement."
tax withholding obligations financial
"Represents shares withheld by the Issuer in satisfaction of tax withholding obligations resulting from vesting of RSUs and PSUs."
successor entity regulatory
"Represents the disposition of shares of common stock of the successor entity to the Issuer, in the reorganziation and merger..."
FAQ
What did GDEN SVP Viktoryia G. Pulliam report in this Form 4?
She reported accelerated vesting and settlement of RSUs and PSUs, issuer-related share dispositions, and tax withholding. These transactions stem from a Master Transaction Agreement tied to a reorganization and merger, rather than open-market buying or selling of Golden Entertainment (GDEN) stock.
How were Pulliam’s RSUs and PSUs in GDEN treated under the Master Transaction Agreement?
Her outstanding RSUs and PSUs vested in full on the Equity Award Settlement Date, then converted one-for-one into GDEN common stock. Those shares were either cash-settled or disposed to the issuer and successor entity, consistent with the Master Transaction Agreement’s merger and reorganization terms.
What is the VICI Properties exchange ratio mentioned in the GDEN Form 4?
In the reorganization and merger, each share of GDEN common stock was exchanged for 0.902 shares of VICI Properties Inc., with cash paid instead of fractional shares. This exchange applied to common stock of the successor entity described in the Master Transaction Agreement.
Did Pulliam retain any GDEN common stock after these Form 4 transactions?
No, the Form 4 shows total shares following her final April 30, 2026 disposition as zero. This reflects completion of award settlements and the merger exchange, rather than ordinary market selling, leaving no directly reported GDEN common stock holdings in her name.
Were Pulliam’s GDEN Form 4 transactions open-market buys or sells?
No, the transactions are issuer dispositions, equity award grants, RSU and PSU conversions, and tax withholding. Codes D, M, A, and F indicate internal equity compensation mechanics and merger-related exchanges, not open-market purchases or sales of Golden Entertainment (GDEN) shares.