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. filings document the company's gaming and hospitality business, its common stock capital structure and material events affecting its public-company status. The record includes Form 8-K disclosures for operating results, material definitive agreements, dividends, shareholder voting matters, governance matters and risk-factor or capital-structure updates.
The company's filings also include a Form 25 notification for removal of Golden Entertainment common stock from Nasdaq listing and registration under Section 12(b) of the Exchange Act. Transaction-related reports describe the formal agreements and related corporate actions associated with the sale-leaseback of casino real estate and the transfer of the operating business.
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.
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.
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 (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, 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.
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.
Gabelli-related investors disclosed a combined $22,562,516 purchase that yields a 5.06% stake in Golden Entertainment, Inc. (GDEN), totaling 1,323,338 shares. The Schedule 13D shows multiple affiliated reporting persons collectively holding 958,338 shares (3.66%) through GAMCO and an additional 194,200 shares (0.74%) through Gabelli Funds, with several smaller holdings from other Gabelli entities and Mario J. Gabelli.
The filing says the holdings were acquired for investment across advisory and proprietary accounts; the purchasers used client funds, working capital and personal funds. The filers state they do not intend to seek control but may engage with management consistent with their investment philosophy. Recent transactions across August–October 2025 show active buying and some sales, and the filing reports the outstanding share base used to calculate ownership as 26,158,234 shares.
Golden Entertainment, Inc. (GDEN) 10-Q summary — Quarter ended June 30, 2025.
Total revenues were $163.6 million for the quarter and $324.5 million for the six months ended June 30, 2025, down versus prior-year six-month results. Operating income was $11.9 million for the quarter and $23.0 million for six months. Net income was $4.6 million for the quarter and $7.1 million for six months; prior-year six-month results included a $68.9 million gain on sale of a business.
Cash and cash equivalents totaled $52.3 million at June 30, 2025. Long-term debt, net was $423.3 million; Term Loan B-1 outstanding was $392.0 million and Revolving Facility borrowings were $40.0 million with $200.0 million of revolver availability. The Company paid $13.3 million of dividends during the six months and repurchased $22.3 million of stock, with $77.2 million remaining repurchase capacity. As of July 28, 2025, 26,158,234 shares were outstanding. The Company was in compliance with credit covenants as of June 30, 2025.