Mark Lipparelli (GDEN) settles RSUs and exchanges shares in VICI-linked merger

Rhea-AI Filing Summary

NEW ROYAL HOLDCO I INC. director Mark A. Lipparelli reported equity transactions tied to a merger and award settlement. On April 29, 2026, 5,643 restricted stock units converted one-for-one into common shares, then those 5,643 shares were disposed to the issuer for cash at a reported price of $28.55 per share under a Master Transaction Agreement. On April 30, 2026, 88,222 common shares of the successor entity were disposed in the reorganization and merger, with each share exchanged for 0.902 shares of VICI Properties Inc., plus cash in lieu of fractional shares. Following these transactions, Lipparelli reported holding no remaining common stock or RSUs in the issuer.

Insider Trade Summary

5,643 shares exercised/converted

Mixed 4 txns

Insider LIPPARELLI MARK A

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	88,222	$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.

Key Figures

RSUs settled: 5,643 units Shares disposed for cash: 5,643 shares at $28.55 Merger-related share disposition: 88,222 shares +2 more

5 metrics

RSUs settled 5,643 units Converted one-for-one into common stock on April 29, 2026

Shares disposed for cash 5,643 shares at $28.55 Common stock surrendered to issuer on April 29, 2026

Merger-related share disposition 88,222 shares Common stock of successor entity exchanged on April 30, 2026

Exchange ratio 0.902 VICI shares per share Merger consideration for each common share, plus cash for fractions

Post-transaction holdings 0 shares Common stock reported following the April 30, 2026 disposition

Key Terms

Master Transaction Agreement, Restricted Stock Units, Equity Award Settlement Date, successor entity, +1 more

5 terms

Master Transaction Agreement regulatory

"in accordance with the terms of the award agreement and 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.

Restricted Stock Units financial

"Represents the accelerated vesting and cash settlement of the restricted stock units (''RSUs'') granted in February 2026"

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.

Equity Award Settlement Date financial

"closing stock price on the Equity Award Settlement Date as defined under the Master Transaction Agreement"

successor entity regulatory

"disposition of shares of common stock of the successor entity to the Issuer, in the reorganziation and merger"

cash paid in lieu of fractional shares financial

"Each share of common stock was exchanged for 0.902 shares of VICI Properties Inc., with cash paid in lieu of fractional shares."

Form 4 Insider Transactions: What Each Field Means →

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

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^*

LIPPARELLI MARK A

(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)

X	Director		10% 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)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/29/2026		M(1)		5,643	A	$0(1)	93,865	D
Common Stock	04/29/2026		D(1)		5,643	D	$28.55(1)	88,222	D
Common Stock	04/30/2026		D(2)		88,222	D	(2)	0	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	04/29/2026		M(1)			5,643	(4)	(3)	Common Stock	5,643	$0(1)	0	D

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-fact	04/30/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider activity did GDEN director Mark A. Lipparelli report?

Mark A. Lipparelli reported the settlement of restricted stock units and related share dispositions. RSUs converted into common stock, which was then surrendered for cash, and additional shares were exchanged in a merger under a Master Transaction Agreement.

How many GDEN-related RSUs did Mark A. Lipparelli settle in this Form 4?

He settled 5,643 restricted stock units (RSUs), which converted into 5,643 shares of common stock. Those shares were then disposed to the issuer for cash in accordance with the terms of the Master Transaction Agreement governing the transaction.

What price per share was used for Mark A. Lipparelli’s GDEN share cash settlement?

The Form 4 shows a transaction price of $28.55 per share for the 5,643 common shares disposed on April 29, 2026. This reflects the cash amount received per share under the equity award settlement terms referenced in the Master Transaction Agreement.

How many GDEN-related shares did Lipparelli exchange in the merger transaction?

He disposed of 88,222 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., with additional cash paid in lieu of any resulting fractional shares.

What did GDEN shareholders receive per share in Lipparelli’s reported merger exchange?

Each reported share of common stock was exchanged for 0.902 shares of VICI Properties Inc.. The filing notes that cash was paid instead of issuing any fractional VICI shares, consistent with the terms of the Master Transaction Agreement.

Does Mark A. Lipparelli report any remaining GDEN common stock or RSUs after these transactions?

No. Following the reported transactions, the Form 4 shows zero shares of common stock and no remaining RSUs for Lipparelli. The RSUs fully vested and were settled, and all reported common shares were exchanged or disposed in the merger-related transactions.