Welcome to our dedicated page for Golden Entrtnmnt SEC filings (Ticker: GDEN), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Golden Entertainment, Inc. (GDEN) uses its SEC filings to provide detailed information about its gaming and hospitality operations, financial performance, and corporate transactions. As a company with common stock registered under Section 12(b) of the Exchange Act and listed on NASDAQ, Golden files periodic reports and current reports that are central to understanding its business and the proposed changes to its capital structure.
Golden Entertainment’s Form 10-K and Form 10-Q filings (not reproduced here) typically present segment information for Nevada Casino Resorts, Nevada Locals Casinos, Nevada Taverns, and Corporate and Other, along with revenue breakdowns across gaming, food and beverage, rooms, and other categories. These filings also expand on topics such as debt arrangements, liquidity, and the company’s use of Adjusted EBITDA as a non-GAAP performance metric.
The company’s Form 8-K current reports are especially important for tracking material events. On November 6, 2025, Golden filed multiple 8-Ks: one reporting entry into a Master Transaction Agreement with Argento, LLC, VICI Properties Inc., and a VICI subsidiary, and others furnishing earnings releases for the third quarter of 2025 and describing the related transaction press release. The transaction 8-K outlines a pre-closing restructuring, the sale of operating assets, a sale-leaseback of certain casino real estate assets, and a merger in which Golden shareholders are expected to receive a cash distribution and VICI shares, with Golden’s NASDAQ listing ending after completion.
Through Stock Titan’s interface, users can review Golden Entertainment’s real-time EDGAR updates, including 8-Ks related to earnings, material agreements, and transaction steps, as well as proxy materials and registration statements associated with the proposed merger and sale-leaseback. AI-powered summaries help explain key terms in complex documents, such as the Master Transaction Agreement, tax and indemnity arrangements, and conditions to closing, so readers can more quickly understand how these filings affect Golden Entertainment’s corporate structure, shareholder consideration, and future trading status.
Golden Entertainment reported weaker results for 2025, moving from profit to loss. Fourth quarter 2025 revenues were $155.6 million versus $164.2 million a year earlier, with a net loss of $8.5 million, or $(0.33) per share, compared to net income of $3.0 million, or $0.10 per diluted share.
For the full year 2025, revenues were $634.9 million versus $666.8 million in 2024. The company posted a net loss of $6.0 million, or $(0.23) per share, versus net income of $50.7 million, or $1.71 per diluted share, including a $10.2 million loss on disposal of assets. Full year Adjusted EBITDA declined to $140.0 million from $155.4 million.
The company paid a $0.25 per share cash dividend on January 6, 2026 and declared another $0.25 per share dividend payable April 1, 2026. Golden Entertainment highlighted its previously announced pending sale of operating assets to Chairman and CEO Blake L. Sartini and affiliates and certain real estate to VICI Properties Inc., after which its stock will be delisted and the company will become private. It will not host an earnings call this quarter.
Golden Entertainment has called a virtual special meeting in 2026 for shareholders to vote on a complex cash-and-stock going-private transaction. Under a Master Transaction Agreement signed November 6, 2025, Golden will first complete an internal reorganization separating its operating business and real estate.
OpCo Buyer, an entity controlled by CEO Blake Sartini, will buy 100% of the reorganized operating company for cash equal to $2.75 per share, which will be paid to shareholders as a dividend. The remaining holding company will then merge into a VICI subsidiary, with each Golden share converting into 0.902 VICI Properties common shares, plus cash for fractional shares, implying an agreed value of $30.00 per Golden share based on VICI’s 10‑day VWAP of
An independent board committee, advised by Macquarie Capital, unanimously found the deal fair to shareholders and recommends voting “FOR” the transaction, the advisory compensation, and adjournment proposals. Approval of the transaction proposal requires a majority of the voting power of outstanding shares; failure to vote or instruct a broker will effectively count as a vote against this proposal.
Golden Entertainment is asking shareholders to approve a complex, insider‑led transaction that splits its business and combines its real estate with VICI Properties. Before closing, Golden will restructure, then sell 100% of new operating company New OpCo to Argento, LLC, an entity controlled by CEO Blake Sartini, for cash used to fund a $2.75 per share dividend.
Immediately after that sale, the holding company will merge into a VICI subsidiary, and each Golden share will convert into 0.902 VICI common shares, with cash for fractional shares based on VICI’s 10‑day VWAP. Using a VICI price of $30.23 on November 5, 2025, the cash dividend plus stock consideration imply an agreed $30.00 per‑share value. As of December 2, 2025, 26,177,677 shares were outstanding, and directors and executives beneficially owned about 29%. An independent committee of disinterested directors unanimously deemed the deal fair and recommends voting FOR the transaction, advisory compensation and adjournment proposals.
BlackRock, Inc. filed an amended ownership report showing a significant stake in Golden Entertainment, Inc. common stock. As of the event date of 12/31/2025, BlackRock reports beneficial ownership of 2,897,414 shares, representing 11.1% of Golden Entertainment’s outstanding common stock. BlackRock has sole power to vote 2,856,273 shares and sole power to dispose of 2,897,414 shares, with no shared voting or dispositive power.
The filing explains that these holdings reflect securities beneficially owned, or deemed beneficially owned, by certain business units of BlackRock and its subsidiaries, and that various underlying clients have rights to dividends or sale proceeds, with no single client holding more than five percent of the total outstanding common shares. BlackRock also certifies that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Golden Entertainment.
Golden Entertainment, Inc. is asking shareholders to approve a going‑private transaction structured as a sale of its operating company and a merger with an affiliate of VICI Properties Inc. Shareholders are expected to receive a cash dividend of $2.75 per share plus VICI common stock at a fixed exchange ratio of 0.902 VICI share for each Golden share, which the companies state corresponds to an agreed value of $30.00 per Golden share based on VICI’s 10‑day VWAP of $30.23 on November 5, 2025.
The deal involves a pre‑closing reorganization, an OpCo sale to Argento, LLC (controlled by CEO Blake Sartini), and a merger in which Golden becomes a subsidiary of VICI. An Independent Committee of disinterested directors, advised by Macquarie Capital, unanimously determined the transaction is fair to shareholders and recommends voting “FOR” all proposals at the remote‑only special meeting.
Golden Entertainment (GDEN) signed a Master Transaction Agreement to separate its operating assets and merge its property company with VICI Properties. The plan includes a pre-closing restructuring, sale of New OpCo to Argento (OpCo Buyer), a cash dividend, and a stock-for-stock merger into a VICI subsidiary.
At closing, shareholders are slated to receive a $2.75 per share cash dividend funded via the OpCo sale. At the merger’s effective time, each New HoldCo share will convert into 0.902 VICI Properties shares. The deal includes a go‑shop through December 5, 2025, an initial outside date of November 5, 2026 (extendable to February 5, 2027), and customary termination fees, including $37,000,000 (or $16,400,000 before the no‑shop start) and a $10,000,000 reverse fee under specified conditions. Closing is targeted for mid‑2026, subject to shareholder approval, gaming and liquor approvals, NYSE listing of VICI shares to be issued, and Form S‑4 effectiveness. After completion, GDEN shares will be delisted.
VICI Properties agreed to a $1.16 billion sale-leaseback with Golden Entertainment, acquiring the land and real estate of seven Nevada casinos and entering a 30-year triple-net master lease with Golden OpCo, an entity owned and controlled by Blake L. Sartini. The lease starts at $87.0 million in annual rent, implying a 7.5% cap rate, with 2.0% annual escalators beginning in Lease Year 3. The portfolio spans The STRAT, Arizona Charlie’s Decatur and Boulder, Aquarius, Edgewater, Pahrump Nugget, and Lakeside RV Park & Casino.
VICI plans to assume and immediately retire $426 million of Golden’s debt using cash on hand, forward sale proceeds and/or its revolver, and does not expect additional capital markets activity to close. The deal is expected to be immediately accretive to AFFO per share upon closing and would add exposure to the Las Vegas Locals market while making Golden OpCo VICI’s 5th largest tenant by annualized cash rent.
Under the Master Transaction Agreement, Golden shareholders will receive VICI stock at an agreed exchange ratio of 0.902 per Golden share, along with cash consideration payable by an affiliate of Golden OpCo. Closing is targeted for mid-2026, subject to a majority vote of Golden stockholders, regulatory approvals and customary conditions, including a 30‑day go‑shop provision.
Golden Entertainment (GDEN) filed its Q3 2025 10‑Q, reporting softer results amid ongoing capital returns and a major post‑quarter transaction. Total revenue was $154,818,000 (vs. $161,233,000 a year ago) with a net loss of $4,658,000 (vs. income of $5,167,000). Adjusted EBITDA was $30,481,000. Year‑to‑date, revenue was $479,281,000 and net income $2,473,000.
Segment mix showed Nevada Casino Resorts at $93,020,000 revenue, Nevada Locals Casinos $35,789,000, and Nevada Taverns $25,733,000. Cash and cash equivalents were $58,265,000; long‑term debt, net and finance leases were $417,274,000. Capital expenditures were $32,888,000 for the nine months.
The company continued shareholder returns: nine‑month share repurchases totaled 788,000 shares for $22,253,000, and it declared recurring $0.25 quarterly dividends, with another authorized on November 4, 2025. As of October 27, 2025, shares outstanding were 26,173,985.
Subsequent event: GDEN entered into a definitive agreement to sell operating assets to affiliates of Blake L. Sartini and seven casino real estate assets to VICI Properties. Stockholders are to receive 0.902 VICI shares per GDEN share for the real estate assets and a $2.75 cash distribution per GDEN share at closing.
Golden Entertainment, Inc. furnished a Form 8-K announcing it issued a press release with financial results for the three and nine months ended September 30, 2025. The press release is attached as Exhibit 99.1 and incorporated by reference.
The company states the information under Item 2.02, including Exhibit 99.1, is furnished and not deemed “filed” under the Exchange Act.
Golden Entertainment announced a Master Transaction Agreement to sell its operating assets to Argento (OpCo Buyer) and certain real estate assets to VICI Properties. Under the terms, shareholders will receive a fixed exchange ratio of 0.902 shares of VICI common stock for the real estate sale and a $2.75 cash distribution per GDEN share from the operating asset sale proceeds at closing.
The company plans to seek shareholder approval via a proxy statement for a special meeting, and the transaction remains subject to required approvals and other closing conditions. A related press release was furnished as Exhibit 99.1.