Were Andy Chien’s GDEN transactions open-market sales or related to corporate actions?

The transactions were related to award vesting and corporate actions, not open-market trading. The 5,643-share disposition reflects cash settlement of vested RSUs, while the 19,112-share disposition occurred in connection with a reorganization and merger under a Master Transaction Agreement.

Director Andy Chien (GDEN) settles RSUs and disposes GDEN shares

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

NEW ROYAL HOLDCO I INC. director Andy Chien reported a mix of equity award vesting and share dispositions tied to a merger transaction involving GDEN. On April 29, 2026, he exercised 5,643 Restricted Stock Units into the same number of common shares, then disposed of those shares to the issuer at $28.55 per share as part of an equity award cash settlement.

The filing also reports the disposition of 19,112 common shares back to the issuer in connection with the reorganization and merger described in a Master Transaction Agreement. Under that agreement, each share of common stock of the successor entity was exchanged for 0.902 shares of VICI Properties Inc., with cash paid in lieu of fractional shares, leaving Chien with 0 shares of GDEN common stock directly held after these transactions.

Insider Trade Summary

5,643 shares exercised/converted

Mixed 4 txns

Insider Chien Andy

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	19,112	$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)

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 exercised: 5,643 units Shares from RSU exercise: 5,643 shares RSU settlement disposition price: $28.55 per share +3 more

6 metrics

RSUs exercised 5,643 units Restricted Stock Units converted to common stock on April 29, 2026

Shares from RSU exercise 5,643 shares Common Stock acquired via RSU conversion on April 29, 2026

RSU settlement disposition price $28.55 per share Shares disposed to issuer following RSU vesting and cash settlement

Merger-related share disposition 19,112 shares Common Stock disposed to issuer/successor in reorganization and merger

Exchange ratio into VICI 0.902 VICI shares per share Each share of successor common stock exchanged for VICI Properties Inc.

Shares held after transactions 0 shares Total GDEN common shares directly held by Andy Chien post-transaction

Key Terms

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

5 terms

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.

Master Transaction Agreement financial

"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.

Equity Award Settlement Date financial

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

successor entity financial

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

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."

Fractional shares are portions of a whole share of a stock or fund, allowing investors to own less than one full unit. They make it possible to invest a specific dollar amount rather than buy whole shares, like buying a slice of a pizza instead of the entire pie. For investors this lowers the cost barrier, helps with diversification, and lets you reinvest dividends or purchase expensive stocks in small, precise amounts.

Form 4 Insider Transactions: What Each Field Means →

04/30/2026 - 08:57 PM

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

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^*

Chien Andy

(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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/29/2026		M⁽¹⁾		5,643	A	$0⁽¹⁾	24,755	D
Common Stock	04/29/2026		D⁽¹⁾		5,643	D	$28.55⁽¹⁾	19,112	D
Common Stock	04/30/2026		D⁽²⁾		19,112	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Andy Chien report for GDEN on this Form 4?

Andy Chien reported equity award-related and merger-related transactions. He exercised 5,643 Restricted Stock Units into common shares, then disposed of those shares and an additional 19,112 common shares back to the issuer or successor entity under a Master Transaction Agreement.

How many GDEN shares did Andy Chien acquire and dispose of in these transactions?

He acquired 5,643 GDEN common shares through the exercise of 5,643 Restricted Stock Units. He then disposed of those 5,643 shares at $28.55 per share and also reported a separate disposition of 19,112 common shares back to the issuer or successor entity.

What happened to Andy Chien’s GDEN holdings after these Form 4 transactions?

After the reported transactions, Andy Chien directly held 0 shares of GDEN common stock. His RSUs vested and were settled, and his common shares were disposed of or exchanged as part of the equity award settlement and the reorganization and merger described in the Master Transaction Agreement.

How were GDEN shares exchanged in the merger described in Andy Chien’s Form 4?

In the reorganization and merger, each share of common stock of the successor entity to the issuer was exchanged for 0.902 shares of VICI Properties Inc. Common stockholders also received cash in lieu of any fractional VICI shares created by applying the 0.902 exchange ratio.