Wynn Resorts (NASDAQ: WYNN) CEO gets new stock, PSU equity

Rhea-AI Filing Summary

Wynn Resorts CEO Craig Billings reported multiple equity award and tax-withholding transactions. On January 7, 2026 he received 14,533 shares that vested immediately, 31,710 time-based restricted shares and 24,663 performance-based restricted shares under the company’s incentive plan, all at no cash price. He also exercised 20,916 performance share units into 30,312 shares based on certified performance and was granted 14,093 new performance share units tied to total shareholder return from January 1, 2026 to January 1, 2029.

Several entries coded “F” reflect 4,478, 5,871, 11,928 and 5,081 shares withheld at prices around $116–$118 per share to cover tax obligations on these vestings rather than discretionary market sales. After these transactions, Billings reported 277,869 shares held directly and 156,189 shares held indirectly by a family trust, plus 14,093 performance share units.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Billings Craig Scott

(Last) (First) (Middle)

C/O WYNN RESORTS, LIMITED

3131 LAS VEGAS BOULEVARD SOUTH

(Street)

LAS VEGAS NV 89109

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WYNN RESORTS LTD [ WYNN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/07/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	01/07/2026		A		14,533(1)	A	$0	218,542	D
Common Stock, par value $0.01 per share	01/07/2026		F		4,478(2)	D	$116.37	214,064	D
Common Stock, par value $0.01 per share	01/07/2026		A		31,710(3)	A	$0	245,774	D
Common Stock, par value $0.01 per share	01/07/2026		A		24,663(4)	A	$0	270,437	D
Common Stock, par value $0.01 per share	01/07/2026		M		30,312(5)	A	(5)	300,749	D
Common Stock, par value $0.01 per share	01/07/2026		F		5,871(6)	D	$116.37	294,878	D
Common Stock, par value $0.01 per share	01/07/2026		F		11,928(7)	D	$116.37	282,950	D
Common Stock, par value $0.01 per share	01/09/2026		F		5,081(8)	D	$117.83	277,869	D
Common Stock, par value $0.01 per share								156,189	I	By Family Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Share Units	(9)	01/07/2026		A		14,093		(9)	(9)	Common Stock, par value $0.01	14,093	$0	14,093	D
Performance Share Units	(10)	01/07/2026		M			20,916	(10)	(10)	Common Stock, par value $0.01	20,916	$0	0	D

Explanation of Responses:

1. Shares of common stock, par value $0.01 per share, of Wynn Resorts, Limited (the "Company") granted pursuant to the Company's Amended and Restated 2014 Omnibus Incentive Plan (the "Plan"), which shares vested immediately upon grant.

2. Shares withheld to satisfy tax withholding obligation upon vesting of immediately vested stock granted on January 7, 2026.

3. Restricted shares of common stock, par value $0.01 per share, of the Company granted pursuant to the Plan. Vesting of the shares is conditioned on continued service through January 7, 2029, with 1/3 of the shares vesting on each of the three consecutive anniversary dates from the date of grant; provided that if the reporting person's employment with the Company is terminated, certain accelerated vesting provisions may apply.

4. Restricted shares of common stock, par value $0.01 per share, of the Company granted pursuant to the Plan. Vesting of the shares is based on achievement of pre-established financial performance goals for each of the years ending December 31, 2026, 2027 and 2028, and if met, 1/3 of the shares will vest on February 28, 2027, 2028 and 2029, respectively; provided that if the reporting person's employment with the Company is terminated, certain accelerated vesting provisions may apply.

5. Represents the number of shares of common stock, par value $0.01 per share, of the Company underlying performance share units ("PSUs") previously granted pursuant to the Plan on January 12, 2023 that were earned and vested based on the level of performance achieved, as certified by the Compensation Committee of the Board of Directors of the Company on January 7, 2026.

6. Shares withheld to satisfy tax withholding obligation upon vesting of restricted stock previously granted on January 7, 2025.

7. Shares withheld to satisfy tax withholding obligation upon vesting of PSUs granted on January 12, 2023.

8. Shares withheld to satisfy tax withholding obligation upon vesting of restricted stock previously granted on January 9, 2024.

9. Represents the grant of PSUs pursuant to the Plan. Each PSU represents the contingent right to receive between 0 and 1.6 shares of the Company's common stock, par value $0.01 per share, based on the total shareholder return ("TSR") performance of the common stock for the period January 1, 2026 to January 1, 2029.

10. Each PSU represented the contingent right to receive between 0 and 1.6 shares of the Company's common stock, par value $0.01 per share, based on the TSR performance of the common stock for the period January 1, 2023 to January 1, 2026.

Remarks:

	/s/ Nicholas Pannucci, attorney-in-fact for Craig Scott Billings	01/09/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did WYNN CEO Craig Billings report on this Form 4?

Craig Billings reported multiple equity compensation events in Wynn Resorts common stock, including new stock grants, performance share unit activity and shares withheld to cover taxes.

What new stock awards did the WYNN CEO receive?

On January 7, 2026 he received 14,533 immediately vested shares, 31,710 restricted shares that vest over time through January 7, 2029, and 24,663 restricted shares that vest based on financial performance for 2026–2028.

How many new performance share units (PSUs) were granted to the WYNN CEO?

He was granted 14,093 PSUs, each representing a contingent right to between 0 and 1.6 shares based on total shareholder return for the period from January 1, 2026 to January 1, 2029.

Were the WYNN CEO’s reported share reductions open-market sales?

No. Transactions coded “F” for 4,478, 5,871, 11,928 and 5,081 shares at prices around $116–$118 per share reflect shares withheld to satisfy tax withholding obligations upon vesting of stock and PSUs.

How many WYNN shares does Craig Billings hold after these transactions?

After the reported transactions, Craig Billings reported 277,869 Wynn Resorts shares held directly and 156,189 shares held indirectly by a family trust, along with 14,093 performance share units.

What performance period applies to the vested PSUs reported by the WYNN CEO?

The 20,916 PSUs that were earned and vested on January 7, 2026 were based on total shareholder return performance for the period from January 1, 2023 to January 1, 2026.