STOCK TITAN

NEW ROYAL HOLDCO I INC. (GDEN) director exits stake in merger settlement

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

Rhea-AI Filing Summary

NEW ROYAL HOLDCO I INC. director Ann Dozier reported equity award settlements and share dispositions tied to the company’s merger transactions. She exercised 5,643 restricted stock units into common stock, then those shares were disposed to the issuer for cash based on the closing stock price on the Equity Award Settlement Date under a Master Transaction Agreement with VICI Properties Inc.

On the following day, she disposed of an additional 51,556 shares of common stock of the successor entity in the reorganization and merger. Each share was exchanged for 0.902 shares of VICI Properties Inc. stock, with cash paid in lieu of fractional shares. After these transactions, she held 0 shares of the issuer’s common stock.

Positive

  • None.

Negative

  • None.
Insider Dozier Ann
Role null
Type Security Shares Price Value
Disposition Common Stock 51,556 $0.00 --
Exercise Restricted Stock Units 5,643 $0.00 --
Exercise Common Stock 5,643 $0.00 --
Disposition Common Stock 5,643 $28.55 $161K
Holdings After Transaction: Common Stock — 0 shares (Direct, null); Restricted Stock Units — 0 shares (Direct, null)
Footnotes (1)
  1. Represents the accelerated vesting and cash settlement of the restricted stock units (''RSUs'') granted in February 2026 in accordance with the terms of the award agreement and 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''). 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 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. RSUs represent 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 vested in full on the Equity Award Settlement Date in accordance with the terms of the Master Transaction Agreement.
RSUs exercised 5,643 units Restricted stock units converted into common stock under Master Transaction Agreement
Shares disposed in merger exchange 51,556 shares Common stock of successor entity exchanged in reorganization and merger
Exchange ratio 0.902 shares Each common share exchanged for 0.902 VICI Properties Inc. shares
Holdings after transactions 0 shares Total NEW ROYAL HOLDCO I INC. common stock held following reported transactions
restricted stock units financial
"Represents the accelerated vesting and cash settlement of the restricted 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.
Master Transaction Agreement financial
"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"
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"
disposition of shares financial
"Represents the disposition of shares of common stock of the successor entity to the Issuer, in the reorganziation and merger"
reorganization and merger financial
"successor entity to the Issuer, in the reorganziation and merger involving the Issuer, under and in accordance with the Master Transaction Agreement"
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*
Dozier Ann

(Last)(First)(Middle)
6595 S JONES BLVD

(Street)
LAS VEGAS NEVADA 89118-3337

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
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)5,643A$0(1)57,199D
Common Stock04/29/2026D(1)5,643D$28.55(1)51,556D
Common Stock04/30/2026D(2)51,556D(2)0D
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
Restricted Stock Units(3)04/29/2026M(1)5,643 (4) (3)Common Stock5,643$0(1)0D
Explanation of Responses:
1. Represents the accelerated vesting and cash settlement of the restricted stock units (''RSUs'') granted in February 2026 in accordance with the terms of the award agreement and 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''). 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.
2. 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.
3. RSUs represent 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.
4. The outstanding RSUs vested in full on the Equity Award Settlement Date in accordance with the terms of the Master Transaction Agreement.
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)

FAQ

What insider transactions did Ann Dozier report at GDEN?

Ann Dozier reported the exercise of 5,643 restricted stock units into common stock and subsequent issuer dispositions of those shares plus 51,556 additional shares, all in connection with a merger under a Master Transaction Agreement.

Were Ann Dozier’s GDEN share disposals open-market sales?

No. The filing describes dispositions to the issuer and an exchange in a reorganization and merger, not open-market sales. RSUs were cash-settled at the closing stock price on the Equity Award Settlement Date under the Master Transaction Agreement.

How many GDEN shares did Ann Dozier dispose of in total?

She disposed of 5,643 shares received from RSU conversion and an additional 51,556 shares of common stock of the successor entity in the merger reorganization, as described under the Master Transaction Agreement with VICI Properties Inc.

What consideration did Ann Dozier receive for her GDEN shares?

For the RSU-related shares, she received cash settlement based on the closing stock price on the Equity Award Settlement Date. For 51,556 common shares, each was exchanged for 0.902 VICI Properties Inc. shares, with cash paid instead of fractional shares.

Does Ann Dozier still hold NEW ROYAL HOLDCO I INC. (GDEN) stock?

According to the Form 4, after the reported transactions Ann Dozier held 0 shares of NEW ROYAL HOLDCO I INC. common stock. The dispositions and merger exchange eliminated her reported direct common stock position in the issuer.

How were Ann Dozier’s restricted stock units treated in the GDEN merger?

Her outstanding restricted stock units vested in full on the Equity Award Settlement Date under the Master Transaction Agreement. Each RSU converted to one share of common stock, which was then disposed to the issuer for cash based on the closing stock price.