Red Rock Resorts insider shifts 200K Class A shares into trust at $61.31
Rhea-AI Filing Summary
Frank J. Fertitta III, director and CEO of Red Rock Resorts, reported a non‑derivative transfer on 09/12/2025 in which 200,000 shares of Class A Common Stock were disposed of by FJF, LLC and acquired by The Frank J. Fertitta, III 2006 Irrevocable Trust for the benefit of his three children. The Form 4 shows a transaction price of $61.31 per share and records 45,324,378 shares beneficially owned following the transaction, with 93,221 shares held directly. The filing states the transfer was made for estate planning purposes and includes detailed footnotes describing complex ownership through multiple LLCs and trusts.
Positive
- Transfer explicitly for estate planning purposes, reducing ambiguity about intent
- Transaction fully disclosed with price ($61.31) and exact share amount (200,000)
- Filing clarifies complex ownership through detailed footnotes describing trusts and LLCs
- Reporting person retains substantial beneficial position of 45,324,378 shares after the transfer
Negative
- None.
Insights
TL;DR: Internal estate planning transfer; ownership structure remains concentrated among family-controlled entities.
The Form 4 documents an intra-family trust transfer of 200,000 Class A shares at $61.31 per share, described explicitly as for estate planning. The filing reiterates the reporting persons roles as director, CEO and a >10% beneficial owner and summarizes the layered ownership through multiple LLCs and trusts. This is a controlled, non-market disposal with no stated change to economic exposure beyond the trustee arrangement described.
TL;DR: Transfer to an irrevocable trust indicates estate planning and potential shift of voting/investment powers to trustees.
The disclosure identifies The Frank J. Fertitta, III 2006 Irrevocable Trust as the acquirer and names Lorenzo J. Fertitta as trustee with sole investment and voting power for that trust. The Form explicitly characterizes the transfer as estate planning and details various trust and LLC relationships that determine beneficial ownership and voting control. The filing provides clear documentation of trustee authority and disclaimers of beneficial ownership where applicable.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Class A Common Stock | 200,000 | $61.31 | $12.26M |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (1)
- Represents shares of Class A Common Stock disposed of by FJF, LLC and acquired by The Frank J. Fertitta, III 2006 Irrevocable Trust, an irrevocable trust established for the benefit of Frank J. Fertitta III's three children and for which Lorenzo J. Fertitta is trustee and has sole investment and voting power. This disposition was made for estate planning purposes. Frank J. Fertitta III is a director of the Issuer, and also a beneficial owner of 10% or more of the Issuer's Class A Common Stock (assuming that all of the units of membership interest in Station Holdco LLC (the "LLC Units") beneficially owned by Frank J. Fertitta III were exchanged for the Issuer's Class A Common Stock) as a result of his ownership interest in FBM Sub 1 LLC ("FBM Sub 1"), Fertitta Business Management LLC ("FBM") and FI Station Investor LLC ("FI Station"). The LLC Units are exchangeable at any time and from time to time for a number of shares of the Issuer's Class A Common Stock at an exchange rate determined in accordance with the Exchange Agreement or, at the election of the Issuer, cash. The LLC Units have no expiration date. (Continued from Footnote 2) FI Station is owned by Fertitta Investment LLC ("Fertitta Investment"), KVF Investments, LLC ("KVF") and LNA Investments, LLC ("LNA"). Fertitta Investment is owned by FBM, KVF and LNA. FI Station and Fertitta Investment are managed by Fertitta Holdco LLC, which is owned and managed by Frank J. Fertitta III and Lorenzo J. Fertitta. KVF is managed by Frank J. Fertitta III and is beneficially owned by various trusts established for the benefit of his three children. LNA is managed by Lorenzo J. Fertitta and is beneficially owned by various trusts established for the benefit of his three children. FBM Sub 1 is owned and controlled by FBM. FBM is owned and controlled (i) 50% by the F & J Fertitta Family Business Trust (the "F&J Trust"), a revocable trust for which Frank J. Fertitta III has sole investment and voting power, and (ii) 50% by the L & T Fertitta Family Business Trust (the "L&T Trust"), Continued from Footnote 3) a revocable trust for which Lorenzo J. Fertitta has sole investment and voting power. Certain Class A Common Stock of the Issuer are held by (i) The Frank J. Fertitta, III and Jill Ann Fertitta Family Trust (the "F&J Fertitta Family Trust"), a revocable trust established for the benefit of Frank J. Fertitta III and Jill Ann Fertitta and for which Frank J. Fertitta III is co-trustee and has shared investment and voting power, (ii) the Lorenzo J. Fertitta 2006 Irrevocable Trust (the "LJF Irrevocable Trust"), an irrevocable trust established for the benefit of Lorenzo J. Fertitta's three children and for which Frank J. Fertitta III is trustee and has sole investment and voting power and (iii) the F & J Fertitta Grandchildren's 2020 Irrevocable Trust, an irrevocable trust established for the benefit of the Reporting Person's grandchildren (the "F&J 2020 Trust") for which Lorenzo J. Fertitta Jr., the Reporting Person's nephew, serves as trustee. Based on the Reporting Person's retained right to remove the trustee of the F&J 2020 Trust, the Reporting Person may be deemed to be a beneficial owner of any shares transferred to the F&J 2020 Trust. Frank J. Fertitta III disclaims beneficial ownership of any shares of Class A Common Stock or LLC Units beneficially owned by FI Station, Fertitta Investment, FBM Sub 1, FBM, KVF, LNA, the F&J Trust, the L&T Trust, the F&J Fertitta Family Trust, the LJF Irrevocable Trust, and the F&J 2020 Trust, except to the extent of any pecuniary interest therein.
