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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): July 21, 2026
WYNN RESORTS, LIMITED
(Exact name of registrant as specified in its charter)
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| 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. ☐
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On July 21, 2026 (July 22, 2026 Hong Kong time), the Macau Special Administrative Region of the People’s Republic of China (the “Macau Government”) published in the Official Gazette of Macau an amended and restated land concession contract accepted by Palo Real Estate Company Limited ("Palo") and Wynn Resorts (Macau) S.A. ("Wynn Macau"), each an indirect subsidiary of Wynn Resorts, Limited (the "Registrant") (the “Amended Land Concession Contract”). The Amended Land Concession Contract amends and restates the original land concession contract among Palo, Wynn Macau and the Macau Government published in the Official Gazette of Macau on May 2, 2012 (the “Land Concession Contract”).
Pursuant to the Land Concession Contract, Palo leases 51 acres of land in the Cotai area of Macau (the “Cotai Land”) from the Macau Government for an initial term of 25 years from May 2, 2012 until May 1, 2037, with the right to renew for additional periods, subject to applicable legislation. The Land Concession Contract also requires that Wynn Macau, as a gaming concessionaire, operate and manage gaming operations on the Cotai Land.
The Amended Land Concession Contract permits Palo and Wynn Macau to expand Wynn Palace to develop a new five-star hotel, a theater and an event and entertainment center on the Cotai Land (the “Expanded Resort”). The Macau Government has allocated Palo a maximum of 60 months from the date of publication of the Amended Land Concession Contract to complete development of the Expanded Resort on the Cotai Land. Palo is required to pay the Macau Government an additional land premium of MOP652.3 million (approximately $80.8 million) as a one-time lump sum payment upon Palo’s acceptance of the conditions of the Amended Land Concession Contract. Palo is also required to pay an additional annual rent to the Macau Government, resulting in a total annual rent of MOP9.5 million (approximately $1.2 million) for the Expanded Resort. The rent for the Expanded Resort may be reviewed by the Macau Government every five years since the date of publication of the Amended Land Concession Contract. Palo must also provide the Macau Government with an additional guarantee by means of a deposit or bank guarantee for an amount equal to the annual rent payable under the Amended Land Concession Contract.
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| Item 7.01 | Regulation FD Disclosure. |
On July 21, 2026 (July 22, 2026 Hong Kong time), Wynn Macau, Limited ("WML"), an indirect subsidiary of the Registrant with its ordinary shares of common stock listed on The Stock Exchange of Hong Kong Limited (the "HKSE"), filed with the HKSE an announcement that the Macau Government published the Amended Land Concession Contract in the Official Gazette of Macau (the "Announcement"). The Announcement is furnished herewith as Exhibit 99.1.
The information furnished pursuant to this Item 7.01 (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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| Item 9.01 | Financial Statements and Exhibits. |
(d)Exhibits.
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| Exhibit No. | Description |
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| 10.1 | First Amendment to the Land Concession Contract, published on July 22, 2026, by and among Palo Real Estate Company Limited, Wynn Resorts (Macau), S.A. and the Macau Special Administrative Region of the People's Republic of China (translated to English from traditional Chinese and Portuguese). |
| 99.1 | Announcement of Wynn Macau, Limited with respect to the Amended Land Concession Contract. |
| 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.
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| | | | WYNN RESORTS, LIMITED |
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| Dated: July 22, 2026 | | By: | | /s/ Craig J. Fullalove |
| | | | Craig J. Fullalove |
| | | | Chief Financial Officer |
1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1128) VOLUNTARY ANNOUNCEMENT AMENDMENT OF LAND CONCESSION CONTRACT FROM THE MACAU GOVERNMENT IN RESPECT OF THE COTAI LAND For illustrative purposes only, this announcement contains currency conversions from Macau Patacas (MOP) to Hong Kong dollars (HK$) and United States dollars (US$) at the rates of HK$1 = MOP1.03 and US$1 = MOP8.0727. Reference is made to the announcements of Wynn Macau, Limited (“we” or the “Company”) dated 12 September 2011 and 2 May 2012, respectively, in relation to the discloseable transaction regarding (i) the acceptance of the land concession contract (the “Land Concession Contract”) by Palo Real Estate Company Limited (“Palo”) and Wynn Resorts (Macau) S.A. (“Wynn Macau”), each being a wholly-owned indirect subsidiary of the Company, from the government (“Macau Government”) of the Macau Special Administrative Region of the People’s Republic of China (“Macau”) in respect of approximately 51 acres of land in the Cotai area of Macau (the “Cotai Land”) and (ii) the publication of the Land Concession Contract in the Official Gazette of Macau. Pursuant to the Land Concession Contract, Palo will lease the Cotai Land from the Macau Government for an initial term of 25 years from 2 May 2012 until 1 May 2037, with the right to successively renew the Land Concession Contract for additional periods, subject to applicable legislation. The Land Concession Contract also requires that Wynn Macau, as a gaming concessionaire, operate and manage gaming operations on the Cotai Land. The board of directors (the “Board”) of the Company is pleased to announce that, on 22 July 2026, the Macau Government published in the Official Gazette of Macau the amended and restated land concession contract accepted by Palo and Wynn Macau (the “Amended Land Concession Contract”), which amends and replaces the existing Land Concession Contract in its entirety. The Amended Land Concession Contract permits Palo and Wynn Macau to expand Wynn Palace to develop a new five-star hotel, a theatre and an event and entertainment centre on the Cotai Land (the “Expanded Resort”). The Macau Government has allocated Palo a maximum of 60 months from the date of publication of the Amended Land Concession Contract on the Official Gazette of Macau to complete development of the Expanded Resort on the Cotai Land. Exhibit 99.1
2 Pursuant to the Amended Land Concession Contract, Palo is required to pay the Macau Government an additional land premium of MOP652,305,500 (approximately HK$633,306,311 or US$80,803,882) as a one-time lump sum payment upon Palo’s acceptance of the conditions of the Amended Land Concession Contract. Such additional land premium is satisfied out of available cash. In accordance with the Amended Land Concession Contract, Palo is also required to pay an additional annual rent to the Macau Government, resulting a total annual rent of MOP9,480,370 (approximately HK$9,204,243 or US$1,174,374) for the Expanded Resort. The rent for the Expanded Resort may be reviewed by the Macau Government every five years since the date of publication of the Amended Land Concession Contract on the Official Gazette of Macau. Palo must also provide the Macau Government with an additional guarantee by means of a deposit or bank guarantee for an amount equal to the annual rent payable under the Amended Land Concession Contract. By order of the Board Wynn Macau, Limited Dr. Allan Zeman Chairman Hong Kong, 22 July 2026 As at the date of this announcement, the Board comprises Craig S. Billings and Frederic Jean-Luc Luvisutto (as Executive Directors); Linda Chen (as Executive Director and Vice Chairman); Jacqui Krum and Julie M. Cameron-Doe (as Non-Executive Directors); Allan Zeman (as Independent Non-Executive Director and Chairman); and Lam Kin Fung Jeffrey, Bruce Rockowitz, Nicholas Sallnow-Smith and Leah Dawn Xiaowei Ye (as Independent Non-Executive Directors). * For identification purposes only.