Wynn Resorts issues $900M bonds due 2035

WYNN RESORTS LTD, through indirect subsidiaries Wynn Resorts Finance, LLC and Wynn Resorts Capital Corp., issued $900 million aggregate principal amount of 6.875% Senior Notes due March 15, 2035 under a new Indenture.

Rhea-AI Filing Summary

WYNN RESORTS LTD, through indirect subsidiaries Wynn Resorts Finance, LLC and Wynn Resorts Capital Corp., issued $900 million aggregate principal amount of 6.875% Senior Notes due March 15, 2035 under a new Indenture. Interest is payable in cash semi-annually on March 15 and September 15, beginning March 15, 2027.

The company states that net proceeds, together with cash on hand, will be used to redeem in full Wynn Las Vegas, LLC and Wynn Las Vegas Capital Corp.’s outstanding 5.250% Senior Notes due 2027 and to pay related fees and expenses. The new Notes are guaranteed by specified domestic subsidiaries, include limitations on certain liens, sale-leasebacks and mergers, allow optional redemptions including a make-whole call before September 15, 2029, and require a 101% repurchase offer upon a change of control triggering event.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Senior Notes principal amount: $900,000,000 Coupon rate: 6.875% Maturity date: March 15, 2035 +4 more

7 metrics

Senior Notes principal amount $900,000,000 Aggregate principal amount of 6.875% Senior Notes issued by Wynn Resorts subsidiaries

Coupon rate 6.875% Interest rate on the Senior Notes due 2035

Maturity date March 15, 2035 Stated maturity of the 6.875% Senior Notes

First interest payment March 15, 2027 First semi-annual cash interest payment date on the Notes

Redeemed notes coupon 5.250% Interest rate on Wynn Las Vegas 5.250% Senior Notes due 2027 to be redeemed

Change of control repurchase price 101% of principal Repurchase offer price upon a change of control triggering event

Early redemption make-whole period end September 15, 2029 Date before which redemptions include a make-whole amount

Key Terms

Indenture, make-whole amount, change of control triggering event, sale-leaseback transactions, +1 more

5 terms

Indenture financial

"The Notes were issued pursuant to an indenture (the “Indenture”), dated as of September 22, 2026"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

make-whole amount financial

"plus a “make-whole” amount set forth in the Indenture, plus accrued and unpaid interest"

A make-whole amount is the cash payment a borrower must give investors when it pays off a bond or loan early, designed to compensate them for lost future interest. Think of it like an early-termination fee that equals the current value of the remaining scheduled payments (often calculated using a set interest rate) so investors are put “made whole”; it matters because it changes how costly early refinancing is and affects bond values and investor returns.

change of control triggering event financial

"In the event of a change of control triggering event, the Issuers must offer to repurchase"

A change of control triggering event is a corporate transaction or shift—such as a merger, sale of a majority of shares, or a new party gaining board control—that automatically activates specific contractual rights or penalties. Investors care because these triggers can accelerate debt repayment, alter executive compensation, terminate agreements, or prompt buyouts, and those outcomes can materially affect a company’s value, cash flow and stock price like a sudden change in who runs or owns a household.

sale-leaseback transactions financial

"covenants that limit the ability of the Issuers and the guarantors to, among other things, (1) enter into sale-leaseback transactions"

A sale-leaseback transaction is when an owner sells a property or asset and immediately rents it back from the buyer, like selling your house and signing a lease to keep living in it. For investors, it matters because the seller converts a fixed asset into cash while taking on a new rent expense, which can boost short-term liquidity but change long-term earnings, debt levels and risk profiles that affect valuation and creditworthiness.

events of default financial

"The Indenture also contains customary events of default, including (1) failure to make required payments"

Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What debt transaction did WYNN (Wynn Resorts) announce on September 22, 2026?

Wynn Resorts announced that Wynn Resorts Finance, LLC and Wynn Resorts Capital Corp. issued $900 million aggregate principal amount of 6.875% Senior Notes due 2035, under an Indenture dated September 22, 2026, in a private offering relying on exemptions from Securities Act registration.

What will Wynn Resorts (WYNN) use the $900 million Senior Notes proceeds for?

Wynn Resorts states that net proceeds from the $900 million Senior Notes, together with cash on hand, will be used to redeem in full 5.250% Senior Notes due 2027 of Wynn Las Vegas, LLC and Wynn Las Vegas Capital Corp., and to pay fees and expenses related to the issuance and redemption.

What are the key terms of Wynn Resorts’ 6.875% Senior Notes due 2035?

The Notes bear interest at 6.875%, payable in cash semi-annually on March 15 and September 15, starting March 15, 2027, and mature on March 15, 2035. They are jointly and severally guaranteed by certain domestic subsidiaries that guarantee specified existing credit facilities and other senior notes.

When and how can Wynn Resorts (WYNN) redeem the new 2035 Senior Notes?

Before September 15, 2029, the Issuers may redeem the Notes, in whole or in part, at 100% of principal plus a make-whole amount and accrued interest. On or after that date, they may redeem at specified redemption prices plus accrued and unpaid interest, as set forth in the Indenture.

What happens to Wynn Resorts’ 2035 Notes upon a change of control?

If a change of control triggering event occurs, the Issuers must offer to repurchase the Notes at 101% of aggregate principal amount plus any accrued and unpaid interest to, but not including, the repurchase date, as required under the Indenture.

What covenants and defaults apply to Wynn Resorts’ new Senior Notes?

The Indenture limits the Issuers’ and guarantors’ ability to enter into sale-leaseback transactions, create or incur certain liens, and merge, consolidate or sell substantially all assets, subject to exceptions. Customary events of default include payment failures, covenant breaches, certain cross-defaults, bankruptcy or insolvency events, and specified judgment payment failures.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/22/2026 - 04:05 PM Accepted by SEC EDGAR 09/22/2026 - 04:05 PM Learn about SEC filing dates

0001174922false00011749222026-09-222026-09-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 22, 2026

WYNN RESORTS, LIMITED

(Exact name of registrant as specified in its charter)

 

Nevada						000-50028			46-0484987
(State or other jurisdiction of incorporation)						(Commission File Number)			(I.R.S. Employer Identification No.)
3131 Las Vegas Boulevard South
Las Vegas,			Nevada						89109
(Address of principal executive offices)									(Zip Code)

(702) 770-7555

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01

WYNN

Nasdaq Global Select Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Indenture for 6.875% Senior Notes due 2035

On September 22, 2026, Wynn Resorts, Limited (the “Company”) announced that Wynn Resorts Finance, LLC (“WRF”) and its subsidiary, Wynn Resorts Capital Corp. (“Wynn Resorts Capital” and, together with WRF, the “Issuers”), each an indirect wholly-owned subsidiary of the Company, issued $900 million aggregate principal amount of 6.875% Senior Notes due 2035 (the “Notes”). The Notes were issued pursuant to an indenture (the “Indenture”), dated as of September 22, 2026, among the Issuers, the guarantors party thereto (the “Guarantors”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The Notes were offered and sold in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended. The Notes will mature on March 15, 2035. Interest is payable in cash semi-annually on March 15 and September 15 of each year, beginning on March 15, 2027.

The net proceeds from this offering, together with cash on hand, will be used to (i) redeem in full Wynn Las Vegas, LLC and Wynn Las Vegas Capital Corp.’s outstanding 5.250% Senior Notes due 2027 (the "2027 WLV Notes") and (ii) pay fees and expenses related to the issuance of the Notes and the redemption of the 2027 WLV Notes.

The Notes are jointly and severally guaranteed by all of WRF’s domestic subsidiaries that guarantee the Issuers’ existing senior secured credit facilities, except Wynn Resorts Capital, which is the co-issuer of the Notes, the Issuers’ 5.125% senior notes due 2029, the Issuers’ 7.125% senior notes due 2031 and the Issuers' 6.250% senior notes due 2033.

The Issuers may redeem the Notes, in whole or in part, at any time or from time to time prior to September 15, 2029 at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus a “make-whole” amount set forth in the Indenture, plus accrued and unpaid interest, if any, to, but not including, the redemption date.

On or after September 15, 2029, the Issuers may redeem the Notes, in whole or in part, at the redemption prices set forth in the Indenture plus accrued and unpaid interest. The Notes are subject to disposition and redemption requirements imposed by gaming laws and regulations of applicable gaming regulatory authorities.

The Indenture contains covenants that limit the ability of the Issuers and the guarantors to, among other things, (1) enter into sale-leaseback transactions, (2) create or incur liens to secure debt, and (3) merge, consolidate or sell all or substantially all of the Issuers’ assets. These covenants are subject to exceptions and qualifications set forth in the Indenture.

In the event of a change of control triggering event, the Issuers must offer to repurchase the Notes at a repurchase price equal to 101% of the aggregate principal amount thereof plus any accrued and unpaid interest, to, but not including, the repurchase date.

The Indenture also contains customary events of default, including (1) failure to make required payments, (2) failure to comply with certain covenants, (3) failure to pay certain other indebtedness, (4) certain events of bankruptcy and insolvency, and (5) failure to pay certain judgments. An event of default under the Indenture allows either the Trustee or the holders of at least 25% in aggregate principal amount of the Notes, as applicable, issued under such Indenture to accelerate the amounts due under the Notes, or in the case of a bankruptcy or insolvency, will automatically cause the acceleration of the amounts due under the Notes.

The foregoing description of the Indenture is qualified in its entirety by reference to the full text of the Indenture, which is filed herewith as Exhibit 4.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.			Description
4.1			Indenture, dated September 22, 2026, among the Issuers, the Guarantors named therein and the Trustee
104			Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WYNN RESORTS, LIMITED

Dated:

September 22, 2026

By:

/s/ Craig J. Fullalove

Craig J. Fullalove

Chief Financial Officer

(Principal Financial and Accounting Officer)

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-4.1 EX-4.1 969.6 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.3 KB