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Golden Entertainment (NASDAQ: GDEN) CEO swaps shares in VICI merger

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

Rhea-AI Filing Summary

NEW ROYAL HOLDCO I INC. (GDEN) Chairman and CEO Blake L. Sartini reported a large, merger-driven restructuring of his equity on April 29–30, 2026. On April 29, he received 68,366 shares of common stock as a grant and exercised multiple stock options and stock units, including 200,000 options at $11.50 per share and 264,000 options at $10.51 per share. The filing shows all outstanding RSUs, PSUs and unvested stock options vested in full and were exercised on the Equity Award Settlement Date under a Master Transaction Agreement involving VICI Properties Inc. A total of 341,965 shares were withheld to cover tax obligations and option exercise costs at $28.55 per share. Following these events, on April 30 the Sartini family trust disposed of 5,644,788 shares and Sartini directly disposed of 524,509 shares to the issuer or its successor, as part of the reorganization in which each common share was exchanged for 0.902% of a VICI Properties Inc. share, leaving no reported common stock of the issuer held after the transaction.

Positive

  • None.

Negative

  • None.

Insights

CEO’s Form 4 reflects option/RSU cleanup and merger consideration, not open‑market selling.

The filing shows Blake Sartini’s equity awards being accelerated and settled under a Master Transaction Agreement with VICI Properties Inc. All outstanding RSUs, PSUs and unvested options vested and were exercised on the Equity Award Settlement Date, converting derivative awards into common stock.

Cash obligations for taxes and option exercises were largely handled via share withholding: 341,965 shares at $28.55 per share. This is a mechanistic tax-withholding disposition, not a discretionary market sale, and is typical around large equity settlements.

Subsequently, 5,644,788 shares held by the Sartini family trust and 524,509 directly held shares were disposed in connection with the reorganization, with each share exchanged for 0.902% of a VICI Properties Inc. share. Because these are issuer and merger-related dispositions rather than open-market trades, the economic terms are primarily driven by the transaction agreement, and the filing reads as structural cleanup of holdings during a change-of-control event.

Insider SARTINI BLAKE L
Role Chairman and CEO
Type Security Shares Price Value
Disposition Common Stock 524,509 $0.00 --
Disposition Common Stock 5,644,788 $0.00 --
Exercise Stock Option 264,000 $0.00 --
Exercise Stock Option 200,000 $0.00 --
Exercise Restricted Stock Units 19,696 $0.00 --
Exercise Restricted Stock Units 48,727 $0.00 --
Exercise Restricted Stock Units 62,638 $0.00 --
Exercise Restricted Stock Units 68,367 $0.00 --
Exercise Common Stock 264,000 $10.51 $2.77M
Exercise Common Stock 200,000 $11.50 $2.30M
Exercise Common Stock 19,696 $0.00 --
Exercise Common Stock 48,727 $0.00 --
Exercise Common Stock 62,638 $0.00 --
Exercise Common Stock 68,367 $0.00 --
Grant/Award Common Stock 68,366 $0.00 --
Disposition Common Stock 136,733 $28.55 $3.90M
Tax Withholding Common Stock 341,965 $28.55 $9.76M
Holdings After Transaction: Common Stock — 0 shares (Direct, null); Common Stock — 0 shares (Indirect, By Trust); 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 (''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 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. Shares are owned directly by The Blake L. Sartini and Delise F. Sartini Family Trust, of which Blake Sartini and Delise Sartini are co-trustees. 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.
Trust share disposition 5,644,788 shares Common stock disposed by family trust in reorganization
Direct share disposition 524,509 shares Common stock disposed directly by Sartini in reorganization
Tax-withholding shares 341,965 shares at $28.55 Shares withheld to satisfy tax and exercise obligations
Stock option exercise 1 200,000 shares at $11.50 Common shares from stock option exercise
Stock option exercise 2 264,000 shares at $10.51 Common shares from stock option exercise
Exchange ratio 0.902 VICI shares per share Each GDEN common share exchanged for VICI Properties Inc.
RSU/PSU exercise total 66,3428 shares ExerciseShares from derivative transactions in summary
Master Transaction Agreement regulatory
"in accordance with the terms of the Master Transaction Agreement"
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"
Restricted Stock Units financial
"accelerated vesting and conversion of restricted stock units ("RSUs")"
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 financial
"accelerated vesting and conversion of restricted stock units ("RSUs") or preferred stock units ("PSUs")"
tax withholding obligations financial
"shares withheld by the Issuer in satisfaction of tax withholding obligations"
issuer disposition financial
"transaction_action": "issuer disposition""
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

(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)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Chairman and CEO
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)264,000A$10.51535,413D
Common Stock04/29/2026M(1)200,000A$11.5735,413D
Common Stock04/29/2026M(2)19,696A$0(2)755,109D
Common Stock04/29/2026M(2)48,727A$0(2)803,836D
Common Stock04/29/2026M(2)62,638A$0(2)866,474D
Common Stock04/29/2026M(3)68,367A$0(3)934,841D
Common Stock04/29/2026A(4)68,366A$0(4)1,003,207D
Common Stock04/29/2026D(3)(4)136,733D$28.55(3)(4)866,474D
Common Stock04/29/2026F(5)341,965D$28.55(5)524,509D
Common Stock04/30/2026D(6)524,509D(6)0D
Common Stock(7)04/30/2026D(6)5,644,788D(6)0IBy Trust
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)264,000 (8)08/25/2026Common Stock264,000$0(1)0D
Stock Option$11.504/29/2026M(1)200,000 (8)03/19/2027Common Stock200,000$0(1)0D
Restricted Stock Units(9)04/29/2026M(2)19,696 (8) (9)Common Stock19,696$0(2)0D
Restricted Stock Units(9)04/29/2026M(2)48,727 (8) (9)Common Stock48,727$0(2)0D
Restricted Stock Units(9)04/29/2026M(2)62,638 (8) (9)Common Stock62,638$0(2)0D
Restricted Stock Units(9)04/29/2026M(3)68,367 (8) (9)Common Stock68,367$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 (''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 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. Shares are owned directly by The Blake L. Sartini and Delise F. Sartini Family Trust, of which Blake Sartini and Delise Sartini are co-trustees.
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)

FAQ

What did GDEN Chairman and CEO Blake Sartini report in this Form 4?

Blake Sartini reported option exercises, RSU and PSU vesting, tax-withholding share dispositions, and large issuer and merger-related share exchanges tied to a Master Transaction Agreement involving VICI Properties Inc., effectively restructuring his GDEN equity into new consideration.

Were Blake Sartini’s GDEN transactions open-market stock sales?

No. The filing describes dispositions as issuer-related, tax-withholding, and merger consideration exchanges. Shares were used to cover taxes and option exercise costs or exchanged under a Master Transaction Agreement, rather than being sold in open-market trades to third-party investors.

How many GDEN shares were disposed from the Sartini family trust and directly held stock?

The Sartini family trust disposed of 5,644,788 common shares, and 524,509 directly held shares were also disposed. These dispositions occurred in connection with a reorganization and merger in which each GDEN share was exchanged for 0.902 shares of VICI Properties Inc.

What equity awards of Blake Sartini vested or were exercised in this GDEN filing?

All outstanding RSUs, PSUs and unvested stock options vested and were exercised on the Equity Award Settlement Date. This included 200,000 stock options at $11.50 and 264,000 stock options at $10.51, plus multiple tranches of RSUs and PSUs converting one-for-one into GDEN common stock.

How were tax obligations handled in Blake Sartini’s GDEN equity transactions?

The company withheld 341,965 GDEN shares at $28.55 per share to satisfy tax-withholding obligations and option exercise costs. This F-code transaction is described as payment of tax liabilities and exercise price by delivering securities back to the issuer, not a market sale.

What is the exchange ratio between GDEN shares and VICI Properties Inc. shares?

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 ratio applied to shares of the successor entity in the reorganization and merger described in the Master Transaction Agreement.