10-K – 2026-03-02 – wynn-20251231.htm

Our Macau Operations may be affected by adverse political and economic conditions.
Our Macau Operations are subject to significant political, economic and social risks inherent in doing business in an emerging market. The future success of our Macau Operations depends on political and economic conditions in Macau and PRC. For example, fiscal decline, international relations, and civil, domestic or international unrest in Macau, China or the surrounding region could significantly harm our business, not only by reducing customer demand for casino resorts, but also by increasing the risk of imposition of taxes and exchange controls or other governmental restrictions, laws or regulations that might impede our Macau Operations or our ability to repatriate funds.
We compete for limited labor resources in Macau and local policies may also affect our ability to employ imported labor.
The success of our operations in Macau will be affected by our success in hiring and retaining employees. We compete with a large number of casino resorts in Macau for a limited number of qualified employees. In addition, only Macau residents are eligible for the majority of positions within the casino including dealers and other gaming staff. Competition for these individuals in Macau has increased and is expected to continue for the foreseeable future. We seek employees from outside Macau to adequately staff our resorts where permitted and certain local policies affect our ability to import labor in certain job classifications. We coordinate with the labor and immigration authorities to ensure our labor needs are satisfied, but cannot be certain that we will be able to recruit and retain a sufficient number of qualified employees for our Macau Operations or that we will be able to obtain required work permits for those employees. If we are unable to obtain, attract, retain and train skilled employees, our ability to adequately manage and staff our existing and planned casino and resort properties and operations in Macau could be impaired, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
The smoking control legislation in Macau could have an adverse effect on our business, financial condition, results of operations and cash flows.
Under the Macau Smoking Prevention and Tobacco Control Law, as of January 1, 2019, smoking on casino premises is only permitted in authorized segregated smoking lounges with no gaming activities and such smoking lounges are required to comply with the conditions set out in the regulations. The existing smoking legislation, and any smoking legislation intended to
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fully ban all smoking in casinos, may deter potential gaming customers who are smokers from frequenting casinos in Macau, which could have an adverse effect on our business, financial condition, results of operations and cash flows.
Extreme weather conditions have had and may in the future have an adverse impact on our Macau Operations.
Macau's subtropical climate and location on the South China Sea are subject to extreme weather conditions including typhoons and heavy rainstorms, such as Typhoon Ragasa in 2025, Typhoon Mangkhut in 2018 and Typhoon Hato in 2017. Unfavorable weather conditions could negatively affect the profitability of our resorts and prevent or discourage guests from traveling to Macau. Flooding, unscheduled interruption in the technology or transportation services or interruption in the supply of public utilities may lead to a shutdown of any of our resorts in Macau. The occurrence and timing of such events cannot be predicted or controlled by us and may have a material adverse effect on our business, financial condition, results of operations, and cash flows.
If our Macau Operations fail to comply with the Gaming Concession Contract, or applicable Macau laws and administrative regulations, the Macau government may rescind our concession without compensation to us, which would have a material adverse effect on our business and financial condition.
Pursuant to the Gaming Concession Contract and the Laws and Administrative Regulations, the Macau government may rescind the gaming concession if Wynn Macau SA fails to fulfill its obligations under the Macau law or the Gaming Concession Contract, including in the circumstances of (i) endangerment to the national security of mainland China or Macau, (ii) failure on the part of Wynn Macau SA to perform its obligations under the Gaming Concession Contract, (iii) public interest, and (iv) Wynn Macau SA ceasing to be eligible for the gaming concession under the Macau gaming law. If the Macau government rescinds the Gaming Concession Contract due to the Wynn Macau SA’s non-fulfillment, or perceived non-fulfillment, of its obligations, Wynn Macau SA will be required to transfer to the Macau government, free from any encumbrance or lien and without compensation, all of its casinos, gaming assets and equipment and ownership rights to its casino areas in Macau. Beginning in the eighth year of Wynn Macau SA’s concession, the Macau government may exercise its right to redeem the concession by providing Wynn Macau SA with at least one-year prior written notice. In such event, Wynn Macau SA would be entitled to fair and equitable compensation pursuant to the Macau gaming law. The amount of such compensation relating to the projects agreed with the Macau government would be determined based on the earnings of those assets, before interest, depreciation and amortization for the fiscal year immediately preceding the date the redemption is declared, multiplied by the number of years remaining on the term of the Gaming Concession Contract. Wynn Macau SA is currently in its fourth year of concession. The loss of our concession would prohibit us from conducting gaming operations in Macau, which would have a material adverse effect on our business and financial condition.
Certain Nevada gaming laws apply to our gaming activities and associations outside of Nevada.
Certain Nevada gaming laws also apply to gaming activities and associations in jurisdictions outside of Nevada. We and our subsidiaries that must be licensed to conduct gaming operations in Nevada are required to comply with certain reporting requirements concerning gaming activities and associations conducted by our subsidiaries in other jurisdictions. We and our licensed Nevada subsidiaries also will be subject to disciplinary action by the NGC if our subsidiaries operating in other jurisdictions knowingly violate any laws relating to their gaming operations; fail to conduct operations in other jurisdictions in accordance with the standards of honesty and integrity required of Nevada gaming operations; engage in any activity or enter into any association that is unsuitable for us because it poses an unreasonable threat to the control of gaming in Nevada, reflects or tends to reflect discredit or disrepute upon Nevada or gaming in Nevada, or is contrary to Nevada gaming policies; engage in any activity or enter into any association that interferes with the ability of Nevada to collect gaming taxes and fees; or employ, contract with or associate with any person in the foreign gaming operation who has been denied a license or a finding of suitability in Nevada on the ground of unsuitability, or who has been found guilty of cheating at gambling. Such disciplinary action could include suspension, conditioning, limitation or revocation of the registration, licenses or approvals held by us and our licensed Nevada subsidiaries, including Wynn Las Vegas, LLC, and the imposition of substantial fines.
In addition, if the NGCB determines that any actual or intended activities or associations of our subsidiaries operating in other states may be prohibited pursuant to one or more of the standards described above, the NGCB can require us and our licensed Nevada subsidiaries to file an application with the NGC for a finding of suitability of the activity or association. If the NGC finds that the activity or association in the other jurisdictions unsuitable or prohibited, those subsidiaries will either be required to terminate the activity or association, or will be prohibited from undertaking the activity or association. Consequently, should the NGC find that our subsidiaries' gaming activities or associations in other jurisdictions are unsuitable, those subsidiaries may be prohibited from undertaking their planned gaming activities or associations in the other jurisdiction or be required to divest their investment in the other jurisdiction, possibly on unfavorable terms.
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The Massachusetts Gaming Commission has broad authority to consider conduct outside of Massachusetts for continued licensure in Massachusetts.
The Massachusetts Gaming Act requires a gaming licensee to affirmatively maintain its suitability to hold a gaming license in the Commonwealth of Massachusetts. Under the MGC’s continuing duty regulations, we are required to report to notify and update the MGC of certain matters including but not limited to any denial, suspension or revocation in any jurisdiction of a gaming related license; any discipline, including a fine or warning, related to gaming operations imposed upon the gaming licensee or qualifier by any government agency in any jurisdiction; any arrest, indictment, charge or criminal conviction of any qualifier in any jurisdiction; any complaints, allegations, or notice of investigation thereof against the gaming licensee, qualifier, or any gaming entity owned or operated by the parent to the gaming licensee, that if substantiated could reasonably lead to potential revocation or suspension of the license or approval held by the gaming licensee, qualifier, or gaming entity owned or operated by the parent to the gaming licensee, in that jurisdiction and/or imposition of a fine of $50,000 or greater.
Licensing or other disciplinary action against us outside of the Commonwealth of Massachusetts, including by the government of Macau, may be considered by the MGC in assessment of our ongoing suitability to hold a license in the Commonwealth of Massachusetts and may subject us to fines, license conditions, license suspension or license revocation.
Unfavorable changes in currency exchange rates may increase our Macau Operations' obligations under the concession agreement and cause fluctuations in the value of our investment in Macau.
The currency delineated in our Macau Operations' concession agreement with the Macau government is the Macau pataca. The Macau pataca is linked to the Hong Kong dollar, and the two are often used interchangeably in Macau. The Hong Kong dollar is linked to the U.S. dollar and the exchange rate between these two currencies has remained relatively stable over the past several years.
If the Hong Kong dollar and the Macau pataca are no longer linked to the U.S. dollar, the exchange rate for these currencies may severely fluctuate. The current rate of exchange fixed by the applicable monetary authorities for these currencies may also change.
Many of our Macau Operations' payment and expenditure obligations are in Macau patacas. We expect that most of the revenues for any casino that we operate in Macau will be in Hong Kong dollars. As a result, we are subject to foreign exchange risk with respect to the exchange rate between Macau patacas and Hong Kong dollars and the Hong Kong dollar and the U.S. dollar. Because certain debt obligations of our Macau-related entities have incurred U.S. dollar-denominated debt, fluctuations in the exchange rates of the Macau pataca or the Hong Kong dollar, in relation to the U.S. dollar, could have adverse effects on our results of operations, financial condition and ability to service our debt.
Currency exchange controls and currency export restrictions could negatively impact our Macau Operations.
Currency exchange controls and restrictions on the export of currency by certain countries may negatively impact the success of our Macau Operations. For example, there are currently existing currency exchange controls and restrictions on the export of the renminbi, the currency of the PRC. Restrictions on the export of the renminbi may impede the flow of gaming customers from the PRC to Macau, inhibit the growth of gaming in Macau and negatively impact our Macau Operations.
Conflicts of interest may arise because certain of our directors and officers are also directors of Wynn Macau, Limited.
Wynn Macau, Limited, an indirect majority owned subsidiary of Wynn Resorts and the developer, owner and operator of Wynn Macau and Wynn Palace, listed its ordinary shares of common stock on The Stock Exchange of Hong Kong Limited in October 2009. As of December 31, 2025, Wynn Resorts owned approximately 72% of Wynn Macau, Limited's ordinary shares of common stock. As a result of Wynn Macau, Limited having stockholders who are not affiliated with us, we and certain of our officers and directors who also serve as officers and/or directors of Wynn Macau, Limited may have conflicting fiduciary obligations to our stockholders and to the minority stockholders of Wynn Macau, Limited. Decisions that could have different implications for Wynn Resorts and Wynn Macau, Limited, including contractual arrangements that we have entered into or may in the future enter into with Wynn Macau, Limited, may give rise to the appearance of a potential conflict of interest.
The Macau government has established a maximum number of gaming tables that can be operated in Macau and has limited the number of new gaming tables at new gaming areas in Macau.
As of December 31, 2025, we had a total of 305 table games at Wynn Palace and 253 at Wynn Macau approved by the Macau's Gaming Inspection and Coordination Bureau. We are approved by the Macau government to operate 570 gaming tables and 1,100 gaming machines at our Macau Operations currently. The mix of table games in operation at Wynn Palace and Wynn Macau changes from time to time as a result of marketing and operating strategies in response to changing market
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demand and industry competition. Failure to shift the mix of our table games in anticipation of market demands and industry trends may negatively impact our operating results.

Risks Related to Share Ownership and Stockholder Matters
Certain stockholders are able to exert significant influence over our operations and future direction.
As of December 31, 2025, certain trusts created by Elaine P. Wynn owned approximately 9.12% of our outstanding shares of common stock. As a result, the trustees of those trusts, and other individual and/or institutional stockholders that report significant holdings of our common stock from time to time, may be able to exert influence over matters requiring our stockholders’ approval, including any significant corporate transactions that require such approval.
We are party to a Cooperation Agreement (the "Cooperation Agreement") with Elaine P. Wynn regarding the composition of the Company's Board of Directors and certain other matters, including, among other things, the appointment of Mr. Philip G. Satre to the Company's Board of Directors, standstill restrictions, releases, non-disparagement and reimbursement of expenses. The term of the Cooperation Agreement expires on the date that Phil Satre no longer serves as Chair of the Board, unless earlier terminated pursuant to the circumstances described in the Cooperation Agreement.
Our stock price may be volatile.
In the past, the trading price of our common stock has been subject to wide fluctuations. Our stock price may fluctuate in response to a number of events and factors, such as general U.S., China, and world economic and financial conditions, quarterly variations in our operating results, increased competition, changes in financial estimates and recommendations by securities analysts, changes in applicable laws or regulations, changes affecting the travel industry, and other events impacting our business. The stock market in general, and stock prices for companies in our industry in particular, have experienced periods of extreme volatility that may be unrelated to the operating performance of a particular company. These broad market and industry fluctuations may adversely affect the price of our common stock, regardless of our operating performance and results.

Risks Related to our Indebtedness
We are highly leveraged and future cash flow may not be sufficient for us to meet our obligations, and we might have difficulty obtaining more financing.
We have a substantial amount of consolidated debt in relation to our equity. As of December 31, 2025, we had total outstanding debt of approximately $10.63 billion. We may incur additional indebtedness in connection with the construction of future development projects or major capital enhancement at our existing properties. See Item 1—Business "Our Resorts."
Failure to meet our payment obligations or other obligations could result in acceleration of our indebtedness, foreclosure upon our assets that serve as collateral or bankruptcy and trigger cross defaults under other agreements. Servicing our indebtedness requires a substantial portion of our cash flow from our operations and reduces the amount of available cash to fund working capital and other cash requirements or pay for other capital expenditures. We may not be able to obtain additional financing, if needed. The applicable rates with respect to a portion of the interest we pay will fluctuate with market rates and, accordingly, our interest expense will increase if, and to the extent that, market interest rates increase.
We are permitted to incur additional indebtedness if certain conditions are met under certain of our credit facilities and our indentures. If we incur additional indebtedness, the risks described above will be exacerbated.
The agreements governing our debt facilities contain certain covenants that restrict our ability to engage in certain transactions and may impair our ability to respond to changing business and economic conditions.
Some of our debt facilities require us to satisfy various financial covenants, which include requirements for minimum interest coverage ratios and leverage ratios pertaining to total debt to earnings before interest, tax, depreciation and amortization and a minimum earnings before interest, tax, depreciation and amortization. For more information on financial covenants we are subject to under our debt facilities, see Item 8—"Financial Statements and Supplementary Data," Note 7, "Long-Term Debt." Future indebtedness or other contracts could contain covenants more restrictive than those contained in our existing debt facilities.
The agreements governing our debt facilities also contain restrictions on our ability to engage in certain transactions and may limit our ability to respond to changing business and economic conditions. These restrictions include, among other things, limitations on our ability and the ability of our restricted subsidiaries to pay dividends or distributions or repurchase equity; incur additional debt; make investments; create liens on assets to secure debt; enter into transactions with affiliates; issue stock of, or member's interests in, subsidiaries; enter into sale-leaseback transactions; engage in other businesses; merge or consolidate with another company; undergo a change of control; transfer, sell or otherwise dispose of assets; issue disqualified
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stock; create dividend and other payment restrictions affecting subsidiaries; and designate restricted and unrestricted subsidiaries.
Our ability to comply with the terms of our outstanding facilities may be affected by general economic conditions, industry conditions and other events outside of our control. As a result, we may not be able to maintain compliance with these covenants. If our properties' operations fail to generate adequate cash flow, we may violate those covenants, causing a default under our agreements, which would materially and adversely affect our financial condition and results of operations or result in our lenders or holders of our debt taking action to enforce their security interests in our various assets or cause all outstanding amounts to be due and payable immediately.

Item 1B. Unresolved Staff Comments

None.

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Item 1C. Cybersecurity

Wynn Resorts’ information security program is designed to preserve the accuracy and integrity of all forms of information processed by us and to protect such information, including our employees' and guests' personally identifiable information and information related to our operations, from misuse, loss, or theft. Our information security program is founded on principles and standards of the National Institute of Standards and Technology Framework for Improving Critical Infrastructure Cybersecurity issued by the U.S. government and is integrated into our overall enterprise risk management system.

The Chief Information Security Officer ("CISO") works closely with the Chief Information Officer and the Chief Privacy Counsel to collectively manage our global information security, information technology and data privacy programs . The Company's information security program includes a robust set of controls and safeguards for the systems, applications, and databases of the Company and of its third-party vendors. The CISO manages the information security program and sets annual targets and security objectives. The program includes regular risk assessments and recurring internal and external audits to assess the program’s maturity and effectiveness. The results of these assessments and audits help inform decisions to make program adjustments and evaluate whether the program’s security objectives are effective and up to date. Additional features of our cybersecurity program include security controls, such as firewalls and intrusion detection systems; data loss prevention tools; penetration testing of network, cloud, and application platforms; security assessments of our third-party vendors; and security awareness education for our employees and specialized training for our information security specialists.

We have implemented security monitoring capabilities, designed to alert us to suspicious activity and have developed an incident response program that includes periodic coordinated response exercises designed to restore business operations as quickly and as orderly as practicable in the event of a serious cyber incident. In the event of cyber incident which may be considered "material" under the SEC's disclosure rules, Wynn Resorts has established a separate committee comprised of the General Counsel, the Chief Financial Officer, the Chief Privacy Counsel, and the CISO. The Materiality Committee is responsible for determining whether a cyber incident, or series of incidents, is "material" and requires disclosure under Item 1.05 of Form 8-K as well as informing the Board of Directors about the incident from a risk oversight perspective.

The Board of Directors oversees risks relating to cybersecurity. The CISO presents to the Board of Directors on a semi-annual basis and the results of the risk assessments and audits on at least an annual basis. These reports also include detailed updates on the Company’s performance preparing for, preventing, detecting, responding to, and recovering from cyber incidents. The CISO has overseen the Company’s information security program for the last 17 years. He holds a Bachelor of Arts degree in Business Administration, and has over 30 years’ total experience in the information technology and security field, including various leadership roles before joining Wynn Resorts. In addition, he holds several industry technical certifications in information security, network engineering, systems engineering, database management, application development, and security intrusions.

Failure of our information security program to prevent or detect a cyber incident could result in the compromise of Company and customer information, reputational damage, and/or financial loss. During the periods covered by this report, we did not experience any material cyber incidents and the expenses we incurred from cyber incidents were immaterial. While prior incidents have not had a material impact on us, future incidents could have a material adverse effect on our business, results of operations and cash flows. For additional information about our cybersecurity risks, see " System failure, information leakage and the cost of maintaining sufficient cybersecurity could adversely affect our business " in Item 1A — "Risk Factors."
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Item 2. Properties

The following table presents our significant land holdings. We own or have obtained the right to use these properties. We also own or lease various other improved and unimproved properties which may be used for development projects.

Property Approximate Acres Location

Macau Operations (1)

Wynn Palace 51 Located in the Cotai area of Macau.
Wynn Macau 16 Located in downtown Macau's inner harbor.
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Las Vegas Operations
Wynn Las Vegas (main parcel) 75 Located at the intersection of Las Vegas Boulevard and Sands Avenue.
Golf course land (2)
128 Located adjacent to Wynn Las Vegas.
Meeting and Convention Expansion 12 Located adjacent to Wynn Las Vegas.
Employee parking lot and office building 18 Located across Sands Avenue.
Office building 5 Located adjacent to golf course land.
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Encore Boston Harbor (3)
34 Located in Everett, Massachusetts, adjacent to Boston along the Mystic River.

Other (4)
53 Located in Las Vegas, Nevada, and Everett, Massachusetts.

(1) The government of Macau owns most of the land in Macau. In most cases, private interests in real property located in Macau are obtained through long-term leases known as concessions and other grants of rights to use land from the government. Wynn Palace and Wynn Macau are built on land leased under land concession contracts each with terms of 25 years from May 2012 and August 2004, respectively, which may be renewed with government approval for successive periods.
(2) We own approximately 834 acre-feet of permitted and certificated water rights, which we use to irrigate the golf course. We also own approximately 151.5 acre-feet of permitted and certificated water rights for commercial use. There are significant cost savings and conservation benefits associated with using water supplied pursuant to our water rights.
(3) Subject to a triple-net lease with an initial term of 30 years, with one 30-year renewal option.
(4) Includes approximately 38 acres of land on the Las Vegas Strip directly across from Wynn Las Vegas, and approximately 15 acres of land adjacent to Encore Boston Harbor in Everett, Massachusetts. This land may be used for future development.

Item 3. Legal Proceedings

We are party to lawsuits in the ordinary course of business. As with all litigation, no assurance can be provided as to the outcome of such matters and litigation inherently involves significant costs. For information regarding the Company's legal proceedings see Item 8—"Financial Statements and Supplementary Data," Note 18, "Commitments and Contingencies—Litigation" in this Annual Report on Form 10-K, which is incorporated herein by reference, and Item 1A—"Risk Factors" in this Annual Report on Form 10-K.

Item 4. Mine Safety Disclosures

Not applicable.
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PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our outstanding common stock trades on the Nasdaq Global Select Market under the symbol "WYNN."

Holders

There were approximately 120 holders of record of our common stock as of February 18, 2026. This number does not include an estimate of the indeterminate number of beneficial holders whose shares may be held by brokerage firms and clearing agencies.

Dividends

During the year ended December 31, 2025, cash dividends of approximately $104.3 million were paid to holders of our common stock. Any decision to declare and pay dividends on our common stock in the future, including the timing and amount of any such dividends, will be made at the discretion of our Board of Directors and will depend on, among things, our results of operations, financial conditions, cash requirements, contractual restrictions and other factors deemed relevant at the time.

Issuer Purchases of Equity Securities

The following table summarizes the share repurchases made by the Company during the three months ended December 31, 2025:

Period Total Number of Shares Purchased (1)(2)
Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands)
October 1, 2025 to October 31, 2025 100  $ 124.79  —  $ 454,880 
November 1, 2025 to November 30, 2025 2,186  $ 120.59  —  $ 454,880 
December 1, 2025 to December 31, 2025 1,306  $ 131.83  —  $ 454,880 

(1) Shares purchased in October 2025, November 2025, and December 2025 include 100, 2,186 and 1,306 shares, respectively, purchased in satisfaction of employee tax withholding obligations in connection with the vesting of restricted stock awards granted under our stock incentive plans. Refer to Item 8, "Financial Statements and Supplementary Data" for additional details on our stock incentive plans.
(2) On April 20, 2016, the Company announced that the Board of Directors authorized an equity repurchase program of up to $1.0 billion of our common stock, with no expiration. On November 1, 2024, the Company’s Board of Directors authorized the Company to repurchase a total of up to $1.0 billion of the Company’s outstanding shares of common stock, increasing the previously available repurchase authorization by approximately $766 million. The equity repurchase program authorizes discretionary repurchases by the Company from time to time through open market purchases, including pursuant to plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, privately negotiated transactions, accelerated share repurchases, or block trades, subject to market conditions, applicable legal requirements and other factors. The repurchase authorization has no expiration date, and the equity repurchase program may be suspended, discontinued or accelerated at any time. Any shares acquired are expected to be held as treasury shares and available for general corporate purposes.

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Stock Performance Graph

The graph below compares the five-year cumulative total return on our common stock to the cumulative total return of the Standard & Poor's 500 Stock Index ("S&P 500") and the Dow Jones US Gambling Index. The performance graph assumes that $100 was invested on December 31, 2020 in each of the Company's common stock, the S&P 500 and the Dow Jones US Gambling Index, and that all dividends were reinvested. The stock price performance shown in this graph is neither necessarily indicative of, nor intended to suggest, future stock price performance.

Item 6. Reserved

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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with, and is qualified in its entirety by, the consolidated financial statements and the notes thereto included elsewhere in this Annual Report on Form 10-K.

Discussion of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this Form 10-K can be found in "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Overview

We are a designer, developer, and operator of integrated resorts featuring luxury hotel rooms, high-end retail space, an array of dining and entertainment options, meeting and convention facilities, and gaming, all supported by an unparalleled focus on our guests, our people, and our community. Through our approximately 72% ownership of Wynn Macau, Limited ("WML"), our concessionaire Wynn Resorts (Macau) S.A. ("Wynn Macau SA") operates two integrated resorts in the Macau Special Administrative Region of the People's Republic of China ("Macau"), Wynn Palace and Wynn Macau (collectively, our "Macau Operations"). In Las Vegas, Nevada, we operate and, with the exception of certain retail space, own 100% of Wynn Las Vegas. We are a 50.1% owner and managing member of a joint venture that owns and leases certain retail space at Wynn Las Vegas (the "Retail Joint Venture"). We refer to Wynn Las Vegas, Encore, an expansion at Wynn Las Vegas, and the Retail Joint Venture as our Las Vegas Operations. In Everett, Massachusetts, we operate Encore Boston Harbor, an integrated resort.

The Company has a 40% equity interest in Island 3 AMI FZ-LLC ("Island 3"), an unconsolidated affiliate, which is constructing Wynn Al Marjan Island in Ras Al Khaimah, United Arab Emirates.

Key Operating Measures

Certain key operating measures specific to the gaming industry are included in our discussion of our operational performance for the periods for which the Consolidated Statements of Income are presented. These key operating measures are presented as supplemental disclosures because management and/or certain investors use these measures to better understand period-over-period fluctuations in our casino and hotel operating revenues. These key operating measures are defined below:

• Table drop in mass market for our Macau Operations is the amount of cash that is deposited in a gaming table's drop box plus cash chips purchased at the casino cage.
• Table drop for our Las Vegas Operations is the amount of cash and net markers issued that are deposited in a gaming table's drop box.
• Table drop for Encore Boston Harbor is the amount of cash and gross markers issued that are deposited in a gaming table's drop box.
• Rolling chips are non-negotiable identifiable chips that are used to track turnover for purposes of calculating incentives within our Macau Operations' VIP program.
• Turnover is the sum of all losing rolling chip wagers within our Macau Operations' VIP program.
• Table games win is the amount of table drop or turnover that is retained and recorded as casino revenues. Table games win is before discounts, commissions and the allocation of casino revenues to rooms, food and beverage and other revenues for services provided to casino customers on a complimentary basis. Table games win does not include poker rake.
• Slot machine win is the amount of handle (representing the total amount wagered) that is retained by us and is recorded as casino revenues. Slot machine win is after adjustment for progressive accruals and free play, but before discounts and the allocation of casino revenues to rooms, food and beverage and other revenues for services provided to casino customers on a complimentary basis.
• Poker rake is the portion of cash wagered by patrons in our poker rooms that is retained by the casino as a service fee, after adjustment for progressive accruals, but before the allocation of casino revenues to rooms, food and beverage and other revenues for services provided to casino customers on a complimentary basis. Poker tables are not included in our measure of average number of table games.
• Average daily rate ("ADR") is calculated by dividing total room revenues, including complimentaries (less service charges, if any), by total rooms occupied.
• Revenue per available room ("REVPAR") is calculated by dividing total room revenues, including complimentaries (less service charges, if any), by total rooms available.
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• Occupancy is calculated by dividing total occupied rooms, including complimentary rooms, by the total rooms available.

Below is a discussion of the methodologies used to calculate win percentages at our resorts.

In our mass market operations in Macau, customers may purchase cash chips at either the gaming tables or at the casino cage. The measurements from our VIP and mass market operations are not comparable as the measurement method used in our mass market operations tracks the initial purchase of chips at the table and at the casino cage, while the measurement method from our VIP operations tracks the sum of all losing wagers. Accordingly, the base measurement from the VIP operations is much larger than the base measurement from the mass market operations. As a result, the expected win percentage with the same amount of gaming win is lower in the VIP operations when compared to the mass market operations.

In our VIP operations in Macau, customers primarily purchase rolling chips from the casino cage and can only use them to make wagers. Winning wagers are paid in cash chips. The loss of the rolling chips in the VIP operations is recorded as turnover and provides a base for calculating VIP win percentage. It is customary in Macau to measure VIP play using this rolling chip method. We typically expect our win as a percentage of turnover from these operations to be within the range of 3.1% to 3.4%.

In Las Vegas, customers purchase chips at the gaming tables in exchange for cash and markers. Customers may then redeem markers at the gaming tables or at the casino cage. The cash and markers, net of redemptions, used to purchase chips are deposited in the gaming table's drop box. This is the base of measurement that we use for calculating win percentage. Each type of table game has its own theoretical win percentage. Our expected table games win percentage is 22% to 26%.

At Encore Boston Harbor, customers purchase chips at the gaming tables in exchange for cash and markers. Customers may then redeem markers only at the casino cage. The cash and gross markers used to purchase chips are deposited in the gaming table's drop box. This is the base of measurement that we use for calculating win percentage. Each type of table game has its own theoretical win percentage. Our expected table games win percentage is 18% to 22%.

Results of Operations

Summary annual results

The following table summarizes our financial results for the periods presented (dollars in thousands, except per share data):

Year Ended December 31,
2025 2024 Increase/ (Decrease) Percent Change
Operating revenues $ 7,137,924  $ 7,127,961  $ 9,963  0.1 
Net income attributable to Wynn Resorts, Limited 327,334  501,078  (173,744) (34.7)
Diluted net income per share 3.14  4.35  (1.21) (27.8)

The decrease in net income attributable to Wynn Resorts, Limited for the year ended December 31, 2025 was primarily attributable to an increase in the provision for income taxes of $101.3 million and a decrease of $63.8 million in interest income.

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Financial results for the year ended December 31, 2025 compared to the year ended December 31, 2024

Operating revenues

The following table presents our operating revenues (dollars in thousands):

  Year Ended December 31,
  2025 2024 Increase/ (Decrease) Percent Change
Operating revenues
Macau Operations:
Wynn Palace $ 2,307,397  $ 2,217,671  $ 89,726  4.0 
Wynn Macau 1,410,620  1,464,646  (54,026) (3.7)
Total Macau Operations 3,718,017   3,682,317   35,700   1.0 
Las Vegas Operations 2,573,035  2,571,913  1,122  — 
Encore Boston Harbor 846,872  857,164  (10,292) (1.2)
Corporate and other —  16,567  (16,567) (100.0)
$ 7,137,924   $ 7,127,961   $ 9,963   0.1 

The following table presents our casino and non-casino operating revenues (dollars in thousands):

  Year Ended December 31,
  2025 2024 Increase/ (Decrease) Percent Change
Operating revenues
Casino revenues $ 4,410,328   $ 4,261,357   $ 148,971   3.5 
Non-casino revenues:
Rooms 1,141,154  1,242,058  (100,904) (8.1)
Food and beverage 1,037,850  1,069,117  (31,267) (2.9)
Entertainment, retail and other 548,592  555,429  (6,837) (1.2)
Total non-casino revenues 2,727,596   2,866,604   (139,008) (4.8)
$ 7,137,924   $ 7,127,961   $ 9,963   0.1 

Casino revenues for the year ended December 31, 2025 were 61.8% of operating revenues, compared to 59.8% for the year ended December 31, 2024. Non-casino revenues for the year ended December 31, 2025 were 38.2% of operating revenues, compared to 40.2% for the year ended December 31, 2024.

Casino revenues

Casino revenues increased primarily due to higher casino volumes at Wynn Palace and higher slot machine handle at our Las Vegas Operations, which was partially offset by a decrease in VIP table games win at Wynn Macau.

The table below sets forth our casino revenues and associated key operating measures (dollars in thousands, except for win per unit per day):

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  Year Ended December 31,
  2025 2024 Increase/ (Decrease) Percent Change
Macau Operations:
  Wynn Palace:
Total casino revenues $ 1,936,715  $ 1,795,604  $ 141,111  7.9 
VIP:
Average number of table games 53  57  (4) (7.0)
VIP turnover $ 16,568,127  $ 12,991,235  $ 3,576,892  27.5 
VIP table games win $ 521,979  $ 449,461  $ 72,518  16.1 
VIP win as a % of turnover 3.15  % 3.46  % (0.31)
Table games win per unit per day $ 27,265  $ 21,495  $ 5,770  26.8 
Mass market:
Average number of table games 246  245  1  0.4 
Table drop $ 7,665,410  $ 6,893,092  $ 772,318  11.2 
Table games win $ 1,748,290  $ 1,686,503  $ 61,787  3.7 
Table games win % 22.8  % 24.5  % (1.7)
Table games win per unit per day $ 19,510  $ 18,770  $ 740  3.9 
Average number of slot machines 665  603  62  10.3 
Slot machine handle $ 3,086,835  $ 2,519,983  $ 566,852  22.5 
Slot machine win $ 126,785  $ 109,488  $ 17,297  15.8 
Slot machine win per unit per day $ 524  $ 496  $ 28  5.6 

   Wynn Macau:
Total casino revenues $ 1,195,001  $ 1,230,351  $ (35,350) (2.9)
VIP:
Average number of table games 21  30  (9) (30.0)
VIP turnover $ 4,347,699  $ 5,047,888  $ (700,189) (13.9)
VIP table games win $ 110,770  $ 177,435  $ (66,665) (37.6)
VIP win as a % of turnover 2.55  % 3.52  % (0.97)
Table games win per unit per day $ 14,282  $ 16,084  $ (1,802) (11.2)
Mass market:
Average number of table games 233  221  12  5.4 
Table drop $ 6,526,655  $ 6,344,794  $ 181,861  2.9 
Table games win $ 1,170,262  $ 1,164,012  $ 6,250  0.5 
Table games win % 17.9  % 18.3  % (0.4)
Table games win per unit per day $ 13,783  $ 14,367  $ (584) (4.1)
Average number of slot machines 799  615  184  29.9 
Slot machine handle $ 3,827,458  $ 3,133,488  $ 693,970  22.1 
Slot machine win $ 106,657  $ 103,030  $ 3,627  3.5 
Slot machine win per unit per day $ 367  $ 458  $ (91) (19.9)
Poker rake $ 10,915  $ 15,275  $ (4,360) (28.5)

Note: Our casino operations in Macau were closed for a 1-day period in September 2025 due to Typhoon Ragasa.
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  Year Ended December 31,
  2025 2024 Increase/ (Decrease) Percent Change
Las Vegas Operations:
Total casino revenues $ 649,346  $ 600,088  $ 49,258  8.2 
Average number of table games 233  232  1  0.4 
Table drop $ 2,521,626  $ 2,376,473  $ 145,153  6.1 
Table games win $ 600,951  $ 611,663  $ (10,712) (1.8)
Table games win % 23.8  % 25.7  % (1.9)
Table games win per unit per day $ 7,054  $ 7,200  $ (146) (2.0)
Average number of slot machines 1,574  1,609  (35) (2.2)
Slot machine handle $ 7,332,128  $ 6,752,952  $ 579,176  8.6 
Slot machine win $ 499,871  $ 446,152  $ 53,719  12.0 
Slot machine win per unit per day $ 870  $ 758  $ 112  14.8 
Poker rake $ 25,824  $ 24,599  $ 1,225  5.0 
Encore Boston Harbor:
Total casino revenues $ 629,266  $ 635,314  $ (6,048) (1.0)
Average number of table games 172  180  (8) (4.4)
Table drop $ 1,344,387  $ 1,410,319  $ (65,932) (4.7)
Table games win $ 270,147  $ 297,369  $ (27,222) (9.2)
Table games win % 20.1  % 21.1  % (1.0)
Table games win per unit per day $ 4,303  $ 4,519  $ (216) (4.8)
Average number of slot machines 2,721  2,633  88  3.3 
Slot machine handle $ 5,533,270  $ 5,604,462  $ (71,192) (1.3)
Slot machine win $ 438,597  $ 424,152  $ 14,445  3.4 
Slot machine win per unit per day $ 442  $ 440  $ 2  0.5 
Poker rake $ 21,990  $ 21,750  $ 240  1.1 

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Non-casino revenues

The table below sets forth our room revenues and associated key operating measures:

Year Ended December 31,
2025 2024 Increase/ (Decrease) Percent Change
Macau Operations:
   Wynn Palace:
Total room revenues (dollars in thousands) $ 149,585  $ 202,936  $ (53,351) (26.3)
Occupancy 98.6  % 98.6  % — 
ADR $ 223  $ 310  $ (87) (28.1)
REVPAR $ 220  $ 306  $ (86) (28.1)
   Wynn Macau:
Total room revenues (dollars in thousands) $ 87,443  $ 100,631  $ (13,188) (13.1)
Occupancy 99.2  % 99.3  % (0.1)
ADR $ 218  $ 248  $ (30) (12.1)
REVPAR $ 216  $ 246  $ (30) (12.2)
Las Vegas Operations:
Total room revenues (dollars in thousands) $ 813,477  $ 845,660  $ (32,183) (3.8)
Occupancy 86.9  % 89.0  % (2.1)
ADR $ 547  $ 555  $ (8) (1.4)
REVPAR $ 476  $ 494  $ (18) (3.6)
Encore Boston Harbor:
Total room revenues (dollars in thousands) $ 90,649  $ 92,831  $ (2,182) (2.4)
Occupancy 92.2  % 93.6  % (1.4)
ADR $ 405  $ 412  $ (7) (1.7)
REVPAR $ 373  $ 385  $ (12) (3.1)

Room revenues decreased $100.9 million, primarily due to lower ADR across all of our properties.

Food and beverage revenues decreased $31.3 million, primarily due to a decrease in revenues from nightlife venues at our Las Vegas Operations during the year ended December 31, 2025. The year ended December 31, 2024 included incremental food and beverage revenue at our Las Vegas Operations from Super Bowl-related events.

Entertainment, retail and other revenues increased $9.7 million in total across our properties, and was offset by a decrease in operating revenues of $16.5 million at Wynn Interactive following the closure of its digital sports betting and casino business in the third quarter of 2024.

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Operating expenses

The table below presents operating expenses (dollars in thousands):
  Year Ended December 31,
  2025 2024 Increase/ (Decrease) Percent Change
Operating expenses:
Casino $ 2,716,151  $ 2,586,960  $ 129,191  5.0 
Rooms 344,378  330,359  14,019  4.2 
Food and beverage 882,229  859,426  22,803  2.7 
Entertainment, retail and other 238,160  249,679  (11,519) (4.6)
General and administrative 1,116,952  1,080,475  36,477  3.4 
Provision for credit losses 12,824  4,986  7,838  NM
Pre-opening 38,494  9,355  29,139  NM
Depreciation and amortization 620,633  658,895  (38,262) (5.8)
Property charges and other 49,719  215,095  (165,376) (76.9)
Total operating expenses $ 6,019,540   $ 5,995,230   $ 24,310   0.4 

NM - Not meaningful.

The increase in total operating expenses was primarily due to an increase in casino expenses at Wynn Palace and our Las Vegas Operations and an increase in pre-opening expenses at Corporate and other, partially offset by a decrease in depreciation and amortization expense at Encore Boston Harbor and a decrease in property charges and other expenses at our Las Vegas Operations and Corporate and other.

Casino expenses increased $116.8 million at Wynn Palace, including an increase of $92.8 million in gaming tax expense driven by an increase in casino revenue, and $25.2 million at our Las Vegas Operations, primarily driven by higher payroll and related costs, including higher stock-based compensation expense from stock awards granted in connection with the 20th anniversary of the opening of Wynn Las Vegas ("20th Anniversary").

Room expenses increased $12.1 million at our Las Vegas Operations, largely due to payroll and related costs, including higher stock-based compensation expense as a result of stock awards granted to employees in connection with the 20th Anniversary.

Food and beverage expenses increased $21.2 million at Wynn Palace, primarily as a result of higher cost of sales.

General and administrative expenses increased $36.5 million, primarily due to the one-time cost of the 20th Anniversary celebrations, including higher stock-based compensation expense as a result of stock awards granted in connection with the 20th Anniversary.

Pre-opening expense increased $29.1 million at Corporate and other largely due to pre-opening costs associated with Wynn Al Marjan Island.

Depreciation and amortization decreased $32.1 million at Encore Boston Harbor as a result of certain assets being fully depreciated five years after the opening of the property in June of 2019.

Property charges and other expenses for the year ended December 31, 2025 consisted primarily of $6.6 million and $18.6 million of contract terminations and other expenses at our Las Vegas Operations and Encore Boston Harbor, respectively; and $17.7 million, $6.3 million, and $2.9 million of asset abandonments and disposals at our Macau Operations, our Las Vegas Operations and Corporate and other, respectively.

Property charges and other expenses for the year ended December 31, 2024 consisted primarily of $130.0 million of forfeitures pursuant to a non-prosecution agreement and the Company's $9.4 million contribution towards a legal settlement. Property charges and other expenses for the year ended December 31, 2024 also included $20.7 million of asset abandonments at our Macau Operations, $61.5 million of expensed project costs related to a discontinued development project at Corporate
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and other, $16.9 million of contract termination and other costs related to Wynn Interactive, partially offset by a gain of $24.6 million related to the sale of certain Wynn Interactive assets.

Other non-operating income and expenses

Interest expense, net of capitalized interest, decreased $62.9 million due to a decrease in the weighted average debt balance to $10.98 billion for the year ended December 31, 2025 from $11.45 billion for the year ended December 31, 2024, and a decrease in the weighted average interest rate to 5.68% for the year ended December 31, 2025 from 6.00% for the year ended December 31, 2024. In addition, we capitalized interest of $49.7 million and $23.0 million in the years ended December 31, 2025 and 2024, respectively.

We recorded interest income of $66.5 million and $130.3 million for the years ended December 31, 2025 and 2024, respectively, primarily related to interest earned on cash and cash equivalents held at financial institutions.

We incurred a foreign currency remeasurement loss of $8.6 million and a gain of $29.2 million for the years ended December 31, 2025 and 2024, respectively. The impact of the exchange rate fluctuation of the Macau pataca, in relation to the United States ("U.S.") dollar, on the remeasurements of U.S. dollar denominated debt and other obligations from our Macau-related entities primarily drove the variability between periods.

We recorded a loss of $34.9 million for the year ended December 31, 2025 from change in derivatives fair value, which primarily includes a loss of $27.6 million related to foreign currency swaps and a loss of $7.7 million related to the interest rate swap on the Retail Term Loan. We recorded a gain of $42.5 million for the year ended December 31, 2024 from change in derivatives fair value, primarily related to the conversion feature of the WML Convertible Bonds. F or more information on the Company's derivative instruments, refer to Item 8—"Notes to Consolidated Financial Statements," Note 8, "Derivative Instruments."

Income taxes

For the years ended December 31, 2025 and 2024, we recorded an income tax expense of $105.0 million and expense of $3.7 million, respectively. The 2025 income tax expense primarily relates to U.S. profitability as well as an increase in the valuation allowance on foreign tax credit ("FTC") carryforwards. The 2024 income tax expense primarily relates to U.S. profitability as well as an increase in nondeductible expenses offset by the release of valuation allowance on certain deferred tax assets.

On July 4, 2025, the U.S. president signed into law the budget and reconciliation bill, commonly referred to as the One Big Beautiful Bill Act, which includes a broad range of tax reform provisions that affect the Company's financial position and results of operations. The Company has evaluated the impact of these provisions on the Company's effective tax rate and deferred tax assets for 2025 and future periods. These U.S. federal tax law changes increase tax deductions and reduce the utilization of FTC carryforwards.

In 2024, Wynn Macau SA received an exemption from Macau’s 12% Complementary Tax on casino gaming profits from January 1, 2023 through December 31, 2027. Our non-gaming profits remain subject to the Macau Complementary Tax and casino winnings remain subject to the Macau special gaming tax and other levies in accordance with our concession agreement.

Net income attributable to noncontrolling interests

Net income attributable to noncontrolling interests was $81.8 million and $138.6 million for the years ended December 31, 2025 and 2024, respectively. These amounts are primarily related to the noncontrolling interests' share of net income from WML.

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Segment Information

As further described in Item 8—"Financial Statements and Supplementary Data," Note 20, "Segment Information," we use Adjusted Property EBITDAR to manage the operating results of our segments. Adjusted Property EBITDAR is net income before interest, income taxes, depreciation and amortization, pre-opening expenses, impairment of goodwill and intangible assets, property charges and other expenses, triple-net operating lease rent expense related to Encore Boston Harbor, management and license fees, corporate expenses and other expenses (including intercompany golf course, meeting and convention, and water rights leases), stock-based compensation, change in derivatives fair value, loss on debt financing transactions, and other non-operating income and expenses. Adjusted Property EBITDAR is presented exclusively as a supplemental disclosure because management believes that it is widely used to measure the performance, and as a basis for valuation, of gaming companies. Management uses Adjusted Property EBITDAR as a measure of the operating performance of its segments and to compare the operating performance of its properties with those of its competitors, as well as a basis for determining certain incentive compensation. We also present Adjusted Property EBITDAR because it is used by some investors to measure a company's ability to incur and service debt, make capital expenditures and meet working capital requirements. Gaming companies have historically reported EBITDAR as a supplement to GAAP. In order to view the operations of their casinos on a more stand-alone basis, gaming companies, including us, have historically excluded from their EBITDAR calculations pre-opening expenses, property charges, corporate expenses and stock-based compensation, that do not relate to the management of specific casino properties. However, Adjusted Property EBITDAR should not be considered as an alternative to operating income as an indicator of our performance, as an alternative to cash flows from operating activities as a measure of liquidity, or as an alternative to any other measure determined in accordance with GAAP. Unlike net income, Adjusted Property EBITDAR does not include depreciation or interest expense and therefore does not reflect current or future capital expenditures or the cost of capital. We have significant uses of cash flows, including capital expenditures, triple-net operating lease rent expense related to Encore Boston Harbor, interest payments, debt principal repayments, income taxes and other non-recurring charges, which are not reflected in Adjusted Property EBITDAR. Also, our calculation of Adjusted Property EBITDAR may be different from the calculation methods used by other companies and, therefore, comparability may be limited.

The following table summarizes Adjusted Property EBITDAR (in thousands) for Wynn Palace, Wynn Macau, Las Vegas Operations and Encore Boston Harbor, as reviewed by management and summarized in Item 8—"Financial Statements and Supplementary Data," Note 20, "Segment Information." That footnote also presents a reconciliation of Adjusted Property EBITDAR to net income attributable to Wynn Resorts, Limited.

Year Ended December 31,
2025 2024 Increase/ (Decrease)
Wynn Palace $ 682,900  $ 733,710  $ (50,810)
Wynn Macau 402,125  441,852  (39,727)
Las Vegas Operations 902,405  946,762  (44,357)
Encore Boston Harbor 236,721  247,128  (10,407)

Adjusted Property EBITDAR at Wynn Palace decreased $50.8 million for the year ended December 31, 2025 primarily due to a $53.4 million decrease in rooms revenue.

Adjusted Property EBITDAR at Wynn Macau decreased $39.7 million for the year ended December 31, 2025, due to a decrease in operating revenues of $54.0 million, largely attributable to lower casino and rooms revenue, partially offset by lower operating expenses.

Adjusted Property EBITDAR at our Las Vegas Operations for the year ended December 31, 2025, decreased $44.4 million, primarily due to a decrease of $48.1 million in non-gaming revenues, partially offset by lower operating expenses. The year ended December 31, 2024, included incremental food and beverage revenue from Super Bowl-related events and from outlets undergoing renovations.

Adjusted Property EBITDAR at Encore Boston Harbor decreased $10.4 million for the year ended December 31, 2025, primarily due to a decrease in operating revenues of $10.3 million.

Refer to the discussions above regarding the specific details of our results of operations.

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Liquidity and Capital Resources

Our cash flows were as follows (in thousands):

Year Ended December 31,
Cash Flows - Summary 2025 2024
Cash flows from operating activities $ 1,352,653   $ 1,426,203  

Cash flows from investing activities:
Capital expenditures, net of construction payables and retention (660,433) (419,929)
Investments in unconsolidated affiliates (328,928) (563,418)
Purchase of investments (668,890) — 
Proceeds from maturity of investments —  850,000 
Purchase of intangible and other assets (457) (2,615)
Proceeds from sale of assets and other 1,547  52,404 
Net cash used in investing activities (1,657,161) (83,558)

Cash flows from financing activities:
Proceeds from issuance of long-term debt 1,752,812  1,883,794 
Repayments of long-term debt (1,763,125) (3,059,832)
Repurchase of common stock (380,109) (401,802)
Proceeds from exercise of stock options 457  1,017 
Distribution to noncontrolling interest (25,672) (16,988)
Dividends paid (174,662) (139,564)
Finance lease payments (25,804) (19,219)
Payments for financing costs (28,055) (36,714)
Other (9,142) (4,486)
Net cash used in financing activities (653,300) (1,793,794)

Effect of exchange rate on cash, cash equivalents and restricted cash (3,890) 3,530  
Decrease in cash, cash equivalents and restricted cash $ (961,698) $ (447,619)

Operating Activities

Our operating cash flows primarily consist of operating income (excluding depreciation and amortization and other non-cash charges), interest paid and earned, and changes in working capital accounts such as receivables, inventories, prepaid expenses, and payables. Our table games play is a mix of cash play and credit play, while our slot machine play is conducted primarily on a cash basis. A significant portion of our table games revenue is attributable to the play of a limited number of premium customers who gamble on credit. The ability to collect these gaming receivables may impact our operating cash flow for the period. Our rooms, food and beverage, and entertainment, retail and other revenue is conducted on a cash and credit basis. Accordingly, operating cash flows will be impacted by changes in operating income and accounts receivable, net.

During the year ended December 31, 2025, the decrease in cash flows from operating activities was primarily due to a decrease in operating income at our Macau Operations largely driven by a decrease in rooms revenue.

Investing Activities

Our investing activities primarily consist of project capital expenditures and maintenance capital expenditures associated with maintaining and continually refining our world-class integrated resort properties.

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During the year ended December 31, 2025, we incurred capital expenditures of $287.6 million at our Las Vegas Operations, $167.2 million at Wynn Palace, $72.8 million at Wynn Macau, and $26.9 million at Encore Boston Harbor, primarily related to enhancements at our properties and maintenance capital expenditures, and $105.9 million at Corporate and other, primarily related to future development projects. In addition, during the year ended December 31, 2025, we invested $328.9 million, including $282.6 million of cash contributions, in the joint venture that is constructing Wynn Al Marjan Island and purchased $668.9 million of U.S. treasuries and fixed deposits.

During the year ended December 31, 2024, we incurred capital expenditures of $159.8 million at our Las Vegas Operations, $107.5 million at Wynn Palace, $57.7 million at Wynn Macau, and $32.7 million at Encore Boston Harbor, primarily related to enhancements at our properties and maintenance capital expenditures, and $62.4 million at Corporate and other primarily related to future development projects. In addition, during the year ended December 31, 2024, we invested $563.4 million, including $541.7 million of cash contributions, in the joint venture that is constructing Wynn Al Marjan Island, and received proceeds of $850.0 million upon the maturity of investments.

Financing Activities

The below table presents proceeds from the issuance, repayments, and repurchases of the specified debt instruments during the year ended December 31, 2025 (in thousands):

Proceeds from issuance Repayments and repurchases
WML 6 3/4% Senior Notes, due 2034 ("2034 WML Senior Notes") $ 1,000,000  $ — 
WML 5 1/2% Senior Notes, due 2026 ("2026 WML Senior Notes") —  1,000,000 
WRF Credit Facilities:
WRF Term Loan, due 2027 —   763,125 
WRF Term Loan, due 2030 752,812  — 
Total $ 1,752,812   $ 1,763,125  

In addition, during the year ended December 31, 2025, we repurchased 4,574,118 shares of our common stock for an aggregate cost of $380.1 million, including 4,365,212 shares of our common stock repurchased pursuant to our publicly announced equity repurchase program for an aggregate cost of $358.2 million. We also made dividend payments of $174.7 million, finance lease payments of $25.8 million, paid $28.1 million for financing costs related to the financing activities above, and used cash of $25.7 million for distributions to noncontrolling interest holders of the Retail Joint Venture.

The below table presents proceeds from the issuance, repayments, and repurchases of the specified debt instruments during the year ended December 31, 2024 (in thousands):

Proceeds from issuance Repayments and repurchases
WRF 6 1/4% Senior Notes, due 2033 $ 800,000  $ — 
WRF 7 1/8% Senior Notes, due 2031 412,000  — 
WML 4 7/8% Senior Notes, due 2024 —  600,000 
WM Cayman II Revolver, due 2028
—   351,787 
WLV 5 1/2% Senior Notes, due 2025 —   1,380,001 
WRF Term Loan, due 2024 —  73,683 
WRF Term Loan, due 2027 71,794  39,361 
Retail Term Loan, due 2025 —   600,000 
Retail Term Loan, due 2027 600,000  15,000 
Total $ 1,883,794   $ 3,059,832  

In addition, during the year ended December 31, 2024, we repurchased 4,500,888 shares of our common stock for an aggregate cost of $401.8 million, including 4,349,779 shares of our common stock repurchased pursuant to our publicly announced equity repurchase program for an aggregate cost of $386.0 million. We also made dividend payments of $139.6
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million, finance lease payments of $19.2 million, paid $36.7 million for financing costs related to the debt financing activities above and used cash of $17.0 million for distributions to the noncontrolling interest holder of the Retail Joint Venture.

Capital Resources

The following table summarizes our unrestricted cash and cash equivalents, investments, and available revolver borrowing capacity, presented by significant financing entity as of December 31, 2025 (in thousands):

Total Cash and Cash Equivalents Investments (1)
Revolver Borrowing Capacity
Wynn Macau, Limited and subsidiaries $ 916,145  $ 601,756  $ 1,355,116 
Wynn Resorts Finance, LLC (2)
305,610  —  1,233,783 
Wynn Resorts, Limited and other 241,687  —  — 
Total $ 1,463,442   $ 601,756   $ 2,588,899  

(1) Investments consist of U.S. treasuries and fixed deposits maturing in less than one year and exclude long-term investments of $67.6 million .
(2) Excluding Wynn Macau, Limited and subsidiaries.

Wynn Macau, Limited and subsidiaries . WML generates cash from our Macau Operations and may utilize proceeds from the WM Cayman II Revolver as needed. We expect to use this cash to service our WML Senior Notes, WM Cayman II Revolver, and WML Convertible Bonds, to pay dividends to shareholders of WML (of which we own approximately 72%), and to fund working capital and capital expenditure requirements at WML and our Macau Operations.

We expect to make estimated project capital expenditures between $400 million and $450 million during 2026 and between $425 million and $475 million during 2027 related to enhancements at our Macau Operations. We expect to make maintenance capital expenditures at our Macau Operations between $70 million and $80 million during 2026.

WML is a holding company and, as a result, its ability to pay dividends to WRF is dependent on WML receiving distributions from its subsidiaries. WML, as guarantor under the WM Cayman II Revolver facility agreement, may be subject to certain restrictions on payments of dividends or distributions to its shareholders, unless certain financial criteria have been satisfied. The WM Cayman II Revolver facility agreement contains representations, warranties, covenants and events of default customary for similar financings, including, but not limited to, restrictions on indebtedness to be incurred by WM Cayman II or its subsidiaries.

WML paid cash dividends of HK$0.185 per share in both June 2025 and September 2025 for a total U.S. dollar equivalent of approximately $249.0 million for the year ended December 31, 2025 . Our share of these dividends was $177.7 million.

In July 2025, WM Cayman II increased borrowing capacity under the WM Cayman II Revolver by an additional aggregate amount of $1.00 billion equivalent through the exercise of an accordion feature under the existing facility agreement. As a result, the total committed amount of the WM Cayman II Revolver has increased to $2.50 billion equivalent. In connection with the exercise of the accordion feature on the WM Cayman II Revolver, we recorded debt issuance costs of $11.6 million.

In August 2025, WML issued $1.00 billion aggregate principal amount of the 2034 WML Senior Notes. The 2034 WML Senior Notes were issued at par for proceeds of $989.0 million, net of $11.0 million of related fees and expenses.

In September 2025, we redeemed in full the outstanding $1.00 billion aggregate principal amount of 2026 WML Senior Notes using net proceeds from the issuance of the 2034 WML Senior Notes, along with cash on hand, at a price equal to 100% of the principal amount.

If our portion of cash available for repatriation was repatriated on December 31, 2025, it would be subject to minimal U.S. taxes.

Wynn Resorts Finance, LLC and subsidiaries. Wynn Resorts Finance, LLC ("WRF" or "Wynn Resorts Finance") generates cash from distributions from its subsidiaries, which include our Macau Operations, Wynn Las Vegas, and Encore Boston Harbor, and capital contributions from Wynn Resorts, as required. In addition, WRF may utilize its available revolving borrowing capacity as needed. We expect to use this cash to service our WRF Credit Facilities, the WRF Senior Notes, and the Wynn Las Vegas Senior Notes, and to fund working capital and capital expenditure requirements as needed.

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We expect to make estimated project capital expenditures between $375 million and $400 million during 2026 and between $150 million and $175 million during 2027 related to enhancements at our Las Vegas Operations. We expect to make total maintenance capital expenditures at our Las Vegas Operations and Encore Boston Harbor between $90 million and $115 million, on a combined basis, during 2026.

WRF is a holding company and, as a result, its ability to pay dividends or distributions to Wynn Resorts is dependent on WRF receiving distributions from its subsidiaries. The WRF Credit Agreement contains customary negative and financial covenants, including, but not limited to, covenants that restrict WRF's ability to pay dividends or distributions and incur additional indebtedness.

In June 2025, WRF and certain of its subsidiaries entered into an amendment (the "WRF Credit Facility Amendment") to its existing credit agreement. The WRF Credit Facility Amendment (i) extends the final maturity date with respect to all or a portion of the term loan commitments from September 20, 2027 to June 12, 2030, (ii) extends the termination date with respect to all or a portion of the existing revolving commitments and the maturity date with respect to the corresponding revolving commitments from September 20, 2027 to June 12, 2030 and (iii) allows for $500.0 million of incremental extended revolving commitments with a stated maturity date of June 12, 2030.

Wynn Resorts, Limited and other subsidiaries. Wynn Resorts, Limited is a holding company and, as a result, our ability to pay dividends is dependent on our ability to obtain funds and our subsidiaries' ability to provide funds to us. Wynn Resorts, Limited and other primarily generates cash from royalty (including intellectual property license) and management agreements with our resorts, dividends and distributions from our subsidiaries, and the operations of the Retail Joint Venture of which we own 50.1%. Fees payable by Wynn Macau SA to Wynn Resorts, Limited under its intellectual property license agreement are capped at $150.0 million for the year ending December 31, 2025. We expect to use cash held by Wynn Resorts, Limited and other to service our Retail Term Loan, to fund working capital needs of our subsidiaries, pay dividends, make required capital contributions to the entity which owns Wynn Al Marjan Island, and for general corporate purposes.

During the year ending December 31, 2025, the Company contributed $282.6 million of cash into Island 3 and affiliated ventures, bringing our life-to-date cash contributions to $914.2 million. We estimate our remaining 40% pro-rata share of the required equity for the construction of the Wynn Al Marjan Island integrated resort is between $425 million and $500 million, inclusive of capitalized interest, fees, and certain improvements to the island. Wynn Al Marjan Island is currently expected to open in 2027.

Island 3 has partnered with Aman Group, a developer and operator of hotels, resorts and branded residences, to construct a second development adjacent to Wynn Al Marjan Island, which will feature a 132-room hotel and a residential tower with one- to five- bedroom units and a limited collection of standalone villas ("Janu Al Marjan Island"). Janu Al Marjan Island, expected to open in late 2028, will be managed and operated by Aman Group and will offer a variety of guest experiences. The Company’s estimated capital contributions to Island 3 for the construction of the Janu Al Marjan Island are between $25 million and $50 million, net of estimated branded residence sales and estimated 50% loan-to-cost financing to fund project costs.

The Company paid a cash dividend of $0.25 per share on its common stock in each of the quarters ended March 31, 2025, June 30, 2025, September 30, 2025, and December 31, 2025 and recorded an aggregate amount of $104.6 million against accumulated deficit in the year ended December 31, 2025.

On February 12, 2026, the Company's Board of Directors declared a cash dividend of $0.25 per share on its common stock, payable on March 4, 2026 to stockholders of record as of February 23, 2026.

Other Factors Affecting Liquidity

We may refinance all or a portion of our indebtedness on or before maturity. We cannot assure you that we will be able to refinance any of the indebtedness on acceptable terms or at all.

Legal proceedings in which we are involved also may impact our liquidity. No assurance can be provided as to the outcome of such proceedings. In addition, litigation inherently involves significant costs. For information regarding legal proceedings, see Item 8—"Financial Statements and Supplementary Data," Note 18, "Commitments and Contingencies."

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In November 2024, the Company’s Board of Directors authorized the Company to repurchase a total of up to $1.0 billion of the Company’s outstanding shares of common stock, increasing the previously available repurchase authorization by approximately $766 million. The equity repurchase program authorizes discretionary repurchases by the Company from time to time through open market purchases, including pursuant to plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, privately negotiated transactions, accelerated share repurchases, or block trades, subject to market conditions, applicable legal requirements and other factors. The repurchase authorization has no expiration date, and the equity repurchase program may be suspended, discontinued or accelerated at any time. As of December 31, 2025, we had $454.9 million in repurchase authority remaining under the program.

We have in the past repurchased, and in the future, we may periodically consider repurchasing our outstanding notes for cash. The amount of any shares and/or notes to be repurchased, as well as the timing of any repurchases, will be based on business, market and other conditions and factors, including price, contractual requirements or consents, and capital availability.

New business developments or other unforeseen events may occur, resulting in the need to raise additional funds. We continue to explore opportunities to develop additional gaming or related businesses in domestic and international markets. There can be no assurances regarding the business prospects with respect to any other opportunity. Any new development may require us to obtain additional financing. We may decide to conduct any such development through Wynn Resorts, Limited or through subsidiaries separate from the Las Vegas, Boston or Macau-related entities.

Off Balance Sheet Arrangements

In February 2025, Wynn Al Marjan Island FZ-LLC (the "Borrower"), a wholly-owned subsidiary of Island 3, an unconsolidated affiliate, entered into a facility agreement with a syndicate of lenders (the "Al Marjan Facility Agreement") which provides the Borrower with a $2.4 billion (or equivalent in local currency) delayed draw secured term loan facility to finance the development of Wynn Al Marjan Island (the "Al Marjan Facility"). The Company is not a party to the Al Marjan Facility Agreement, but as a condition precedent to the Al Marjan Facility being made available to the Borrower, the Company and the government of Ras Al Khaimah entered into a completion guarantee agreement in favor of certain secured parties under the Al Marjan Facility Agreement. For additional information, refer to Item 8—"Financial Statements and Supplementary Data," Note 18, "Commitments and Contingencies."

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Contractual Commitments

The following table summarizes our scheduled contractual commitments as of December 31, 2025 (in thousands):
Payments Due By Period
Less Than
1 Year 1 to 3
Years 4 to 5
Years After
5 Years Total
Long-term debt obligations (1)
$ 9,410  $ 5,395,468  $ 2,427,532  $ 2,800,000  $ 10,632,410 
Fixed interest payments 501,285  845,394  480,688  396,875  2,224,242 
Estimated variable interest payments (2)
113,318  202,977  69,797  —  386,092 
Macau gaming premium (3)
14,547  29,094  29,094  29,994  102,729 
Macau Property Transfer Agreement payments (4)
22,083  44,166  44,166  44,167  154,582 
Construction contracts and commitments 230,903  102,887  —  —  333,790 
Operating leases 146,106  297,205  302,003  3,548,988  4,294,302 
Finance leases 33,228  61,897  2,346  59,817  157,288 
Employment agreements (5)
122,228  116,405  3,266  —  241,899 
Massachusetts surrounding community payments (6)
15,451  31,701  30,309  43,916  121,377 
Other (7)
183,174  116,727  62,407  7,575  369,883 
Total contractual commitments $ 1,391,733   $ 7,243,921   $ 3,451,608   $ 6,931,332   $ 19,018,594  

(1) Includes the aggregate principal amount of WML Convertible Bonds with a stated maturity of March 7, 2029, which WML may be required to redeem at the option of bond holders on March 7, 2027.
(2) Amounts for all periods represent our estimated future interest payments on our debt facilities based upon amounts outstanding and SOFR or HIBOR rates as of December 31, 2025. Actual rates will vary.
(3) Represents the fixed and minimum variable gaming premium amounts payable under the Gaming Concession Contract, based on the number and type of gaming tables and machines we operate.
(4) Represents amounts payable under the Property Transfer Agreements (as defined in Item 8—"Financial Statements and Supplementary Data," Note 5, "Property and Equipment, net").
(5) Represents payments to executive officers, other members of management and certain key employees. Employment agreements generally have three to five year terms and typically indicate a base salary and often contain provisions for discretionary bonuses. Certain of the executives are also entitled to a separation payment if terminated without "cause" or upon voluntary termination of employment for "good reason" following a "change of control" (as these terms are defined in the employment contracts).
(6) Represents payments to certain communities surrounding Encore Boston Harbor, required as a condition of the gaming license awarded to Wynn MA, LLC.
(7) Other includes open purchase orders, future charitable contributions, performance contracts and other contracts. As further discussed in Item 8—"Financial Statements and Supplementary Data," Note 14, "Income Taxes," we had $160.4 million of unrecognized tax benefits as of December 31, 2025. Due to the inherent uncertainty of the underlying tax positions, it is not practicable to assign the related potential tax obligations to any particular year and therefore it is not included in the table above as of December 31, 2025.

Macau Gaming Concession

In December 2022, Wynn Macau SA entered into a definitive gaming concession contract (the "Gaming Concession Contract") with the government of Macau, pursuant to which Wynn Macau SA was granted a 10-year gaming concession commencing on January 1, 2023 and expiring on December 31, 2032, to operate games of chance at Wynn Palace and Wynn Macau.

In addition to the Macau gaming premium and Property Transfer Agreements payment commitments included in the table above, Wynn Macau SA committed to make certain non-gaming and gaming investments in the amount of MOP21.03 billion (approximately $2.62 billion) over the course of the ten-year term of the Gaming Concession Contract. MOP19.80 billion (approximately $2.47 billion) of the committed investment will be used for non-gaming capital projects and event programming in connection with, among others, attraction of foreign tourists, conventions and exhibitions, entertainment performances, sports events, culture and art, health and wellness, themed amusement, gastronomy, community tourism and maritime tourism.

Additionally, Wynn Macau SA committed to make the following payments throughout the term of the Gaming Concession Contract:

(i) Special gaming premium - Wynn Macau SA is obligated to pay a special annual gaming premium if the average of the gross gaming revenues of the Company's gaming tables and gaming machines is lower than a certain minimum amount
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determined by the Macau government. A minimum average annual gross gaming revenue of MOP7.0 million (approximately $0.9 million) per gaming table and MOP300,000 (approximately $37 thousand) per gaming machine has been set by Macau government. If Wynn Macau SA fails to reach such minimum gross gaming revenue, Wynn Macau SA will be required to pay a special premium equal to the difference between the special gaming tax calculated based on the actual gross gaming revenue and that of such minimum gross gaming revenue. No special gaming premium was paid for the year ended December 31, 2025 and 2024;

(ii) Special levies, totaling 5% of gross gaming revenues. The Macau government may reduce the special levies payable by Wynn Macau SA (1) based on Wynn Macau SA’s contribution to the attraction of tourists who enter Macau for tourism and business purposes and hold travel documents issued by countries or regions other than the People’s Republic of China; (2) if Wynn Macau SA’s operations are adversely affected by abnormal, unpredictable or force majeure circumstances associated with the prevailing economic conditions of Macau; or (3) factors as determined by the Chief Executive of Macau; and

(iii) Special gaming tax assessed at the rate of 35% of gross gaming revenues.

See Item 8—"Financial Statements and Supplementary Data," Note 18, "Commitments and Contingencies," for additional information regarding the amounts owed under the Gaming Concession Contract and Macau Gaming Law.

Al Marjan Island Funding Commitments

We estimate our remaining 40% pro-rata share of the required equity for the construction of Wynn Al Marjan Island integrated resort is between $425 million and $500 million inclusive of capitalized interest, fees, and certain improvements to the island. Wynn Al Marjan Island is currently expected to open in 2027.

We estimate that our capital contributions to Island 3 for the construction of the Janu Al Marjan Island are between $25 million and $50 million, net of estimated branded residence sales and estimated 50% loan-to-cost financing to fund project costs.

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Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements in conformity with GAAP involves the use of estimates and assumptions that affect the amounts reported in the consolidated financial statements. Certain of our accounting policies require management to apply significant judgment in defining the appropriate assumptions integral to financial estimates and on an ongoing basis, management evaluates those estimates. Judgments are based on historical experience, terms of existing contracts, industry trends and information available from outside sources, as appropriate. However, by their nature, judgments are subject to an inherent degree of uncertainty, and therefore actual results could differ from our estimates.

Income Taxes

We are subject to income taxes in the U.S. and other foreign jurisdictions where we operate. Accounting standards require the recognition of deferred tax assets, net of applicable reserves, and liabilities for the estimated future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on the income tax provision and deferred tax assets and liabilities generally is recognized in the results of operations in the period that includes the enactment date. Accounting standards require recognition of a future tax benefit to the extent that realization of such benefit is more likely than not. Otherwise, a valuation allowance is applied.

As of December 31, 2025, we had deferred tax assets of $1.42 billion, including an FTC carryforward of $449.9 million and deferred tax assets related to interest expense carryforwards of $144.1 million and net operating loss carryforwards of $183.8 million. In assessing the need for a valuation allowance, the Company considers whether it is more likely than not that the deferred tax assets will be realized. In this assessment, appropriate consideration was given to all positive and negative evidence including recent operating profitability, forecasts of future earnings, ability to carryback, the reversal of net taxable temporary differences, the duration of statutory carryforward periods, and tax planning strategies. The need for valuation allowances against deferred tax assets will be reassessed on a continuous basis in future periods and, as a result, the allowance may increase or decrease based on changes in facts and circumstances.

In 2025, we recorded a $13.5 million net increase to valuation allowances, including a $38.9 million increase to valuation allowance on FTC carryforwards. The increase primarily relates to U.S. federal tax law changes that increase tax deductions and reduce the utilization of FTC carryforwards. The decrease to valuation allowances primarily relates to NOL carryforwards that were used or expired in the current year.

In 2024, we recorded a $735.9 million net decrease to valuation allowances, including a $693.3 million decrease to valuation allowance on FTC carryforwards. Of the $693.3 million net decrease, $614.9 million relates to expirations of FTCs in 2024 and the remaining $78.4 million represents FTCs more likely than not to be realized based on changes in future taxable income and tax planning strategies.

Our income tax returns are subject to examination by the IRS and other tax authorities in the locations where we operate. We assess potentially unfavorable outcomes of such examinations based on accounting standards for uncertain income taxes. The accounting standards prescribe a minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements.

Uncertain tax position accounting standards apply to all tax positions related to income taxes. These accounting standards utilize a two-step approach for evaluating tax positions. The tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon settlement.

As applicable, we recognize accrued penalties and interest related to unrecognized tax benefits in the provision for income taxes.

Recommendations made by the Organization for Economic Cooperation and Development’s Base Erosion and Profit Shifting 2.0 project have the potential to lead to changes in the tax laws in numerous countries, including the implementation of a global minimum tax. Several countries around the world have enacted or proposed changes to their existing tax laws based on these recommendations.
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On January 5, 2026, the Organization for Economic Cooperation and Development released administrative guidance that introduces new safe harbors, providing significant relief for multinational enterprises whose ultimate parent entity is located in the U.S.

We are monitoring the potential changes in tax laws resulting from the Organization for Economic Cooperation and Development’s multi-jurisdictional plan of action to address base erosion and profit shifting, which could impact our effective tax rate.

WML Convertible Bond Conversion Option Derivative

In March 2023, WML completed the offering of the WML Convertible Bonds. The Company determined that the conversion feature contained within the WML Convertible Bonds is not indexed to WML's equity and, as such, is required to be bifurcated from the debt host contract and accounted for as a free-standing derivative (the "WML Convertible Bonds Conversion Option Derivative"). In accordance with applicable accounting standards, the WML Convertible Bond Conversion Option Derivative is reported at fair value as of the end of each reporting period, with changes recognized in the statements of income.

The Company used a binomial lattice model in order to estimate the fair value of the embedded derivative in the WML Convertible Bonds. Inherent in a binomial options pricing model are unobservable (Level 3) inputs and assumptions related to expected share-price volatility, risk-free interest rate, expected term, and dividend yield. The Company estimates the volatility of shares of WML common stock based on historical volatility that matches the expected remaining term to maturity of the WML Convertible Bonds. The risk-free interest rate is based on the Hong Kong and U.S. benchmark yield curves on the valuation date for a maturity similar to the expected remaining term of the WML Convertible Bonds. The expected life of the WML Convertible Bonds is assumed to be equivalent to their remaining term to maturity. Dividend yield is assumed to be zero due to a dividend protection feature in the WML Convertible Bond agreement. The output of the lattice model can be highly sensitive to fluctuations in its inputs.

Allowance for Credit Losses

A substantial portion of our outstanding receivables relates to casino credit play. Credit play, through the issuance of markers, represents a significant portion of the table games volume. Our goal is to maintain strict controls over the issuance of credit and aggressively pursue collection from those customers who fail to pay their balances in a timely fashion. These collection efforts may include the mailing of statements and delinquency notices, personal contacts, the use of outside collection agencies, and litigation. Markers issued at our Las Vegas Operations and Encore Boston Harbor are generally legally enforceable instruments in the U.S., and U.S. assets of foreign customers may be used to satisfy judgments entered in the U.S.

The enforceability of markers and other forms of credit related to gaming debt outside of the U.S. varies from country to country. Some foreign countries do not recognize the enforceability of gaming related debt, or make enforcement burdensome. We closely consider the likelihood and difficulty of enforceability, among other factors, when issuing credit to customers who are not residents of the U.S. In addition to our internal credit and collection departments, we have a network of legal, accounting and collection professionals to assist us in our determinations regarding enforceability and our overall collection efforts.

We regularly evaluate our reserve for credit losses based on a specific review of customer accounts and outstanding gaming promoter accounts, taking into consideration the amount owed, the age of the account, the customer's financial condition, management's experience with historical and current collection trends, current economic and business conditions, and management's expectations of future economic and business conditions and forecasts. Accounts are written off when management deems them to be uncollectible. Recoveries of accounts previously written off are recorded when received.

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The following table presents key statistics related to our casino accounts receivable (dollars in thousands):
December 31,
2025 2024
Casino accounts receivable $ 309,500  $ 236,642 
Allowance for casino credit losses $ 44,197  $ 34,676 
Allowance as a percentage of casino accounts receivable 14.3  % 14.7  %

The increase in allowance for casino credit losses as shown in the table above is primarily due to the impact of historical collection patterns and expectations of current and future collection trends, as well as the specific review of customer accounts. Although the Company believes that its allowance is adequate, it is possible the estimated amounts of cash collections with respect to receivables could change. Our allowance for credit losses is based on our estimates of amounts collectible and depends on the risk assessments and judgments by management regarding realizability, the current and expected future state of the economy and our credit policy. Our reserve methodology is applied similarly to credit extended at each of our resorts. As of December 31, 2025 and 2024, 55.9% and 40.3%, respectively, of our outstanding casino accounts receivable balance originated at our Macau Operations.

As of December 31, 2025, a 100 basis point change in the allowance for credit losses as a percentage of casino accounts receivable would change the provision for credit losses by approximately $3.1 million.

As our customer payment experience evolves, we will continue to refine our estimated allowance for credit losses. Accordingly, the associated provision for credit losses may fluctuate. Because individual customer account balances can be significant, the reserve and the provision can change significantly between periods as we become aware of additional information about a customer or changes occur in a region's economy or legal system.

Impairment of Long-lived Assets and Intangible assets

We evaluate our property and equipment and other long-lived assets for impairment in accordance with applicable accounting standards. For assets to be disposed of we recognize the asset at the lower of carrying value or fair market value less costs of disposal, as estimated based on comparable asset sales, solicited offers, or a discounted cash flow model. For assets to be held and used, we review for impairment whenever indicators of impairment exist. In reviewing for impairment, we compare the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, an impairment is recorded based on the fair value of the asset, typically measured using a discounted cash flow model. If an asset is still under development, future cash flows include remaining construction costs. All recognized impairment losses, whether for assets to be disposed of or assets to be held and used, are recorded as operating expenses.

Litigation and Contingency Estimates

We are subject to various claims, legal actions and other contingencies, and we accrue for these matters when they are both probable and estimable. For matters that arose on or prior to the balance sheet date, we estimate any accruals based on the relevant facts and circumstances available through the date of issuance of the financial statements. We include the accruals associated with any contingent matters in other accrued liabilities on the Consolidated Balance Sheets.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices.

Interest Rate Risks

One of our primary exposures to market risk is interest rate risk associated with our debt facilities that bear interest based on floating rates. We attempt to manage interest rate risk by managing the mix of long-term fixed rate borrowings and variable rate borrowings, supplemented by hedging activities as believed by us to be appropriate. We cannot assure you that these risk management strategies will have the desired effect, and interest rate fluctuations could have a negative impact on our results of operations and cash flows.

The following table provides estimated future cash flow information derived from our best estimates of repayments as of December 31, 2025, of our expected long-term indebtedness and related weighted average interest rates by expected maturity dates. However, we cannot predict the SOFR or HIBOR rates that will be in effect in the future. Actual rates will vary. The one-month SOFR and HIBOR rates as of December 31, 2025 of 3.87% and 3.07%, respectively, were used for all variable rate calculations in the table below.

The information is presented in U.S. dollar equivalents as applicable.

Year Ending December 31,
Expected Maturity Date
2026 2027 2028 2029 2030 Thereafter Total
(dollars in millions)
Long-term debt:
Fixed rate $ —  $ 2,830.0  $ 1,350.0  $ 1,750.0  $ —  $ 2,800.0  $ 8,730.0 
Average interest rate —  % 5.2  % 5.6  % 5.1  % —  % 6.7  % 5.8  %
Variable rate $ 9.4  $ 28.2  $ 1,187.3  $ 37.6  $ 639.9  $ —  $ 1,902.4 
Average interest rate 5.5  % 5.5  % 5.1  % 5.5  % 5.5  % —  % 5.2  %

Interest Rate Sensitivity

As of December 31, 2025, approximately 82% of our long-term debt was based on fixed rates. In order to mitigate exposure to interest rate fluctuations on the Retail Term Loan, in October 2024, the Company entered into an interest rate swap with a notional value of $600.0 million, maturing in February 2027. The interest rate swap effectively fixes the variable component of the interest rate on the Retail Term Loan at 3.385% through February 2027.

Based on our outstanding borrowings as of December 31, 2025 and an interest rate swap on the Retail Term Loan, an assumed 100 basis point change in the variable rates would cause our annual interest expense to change by $19.0 million.

Foreign Currency Risks

The currency delineated in Wynn Macau SA's Gaming Concession Contract with the government of Macau is the Macau pataca (see Item 1 - "Business - Regulation and Licensing - Macau" for further discussion). The Macau pataca, which is not a freely convertible currency, is linked to the Hong Kong dollar, and in many cases the two are used interchangeably in Macau. The Hong Kong dollar is linked to the U.S. dollar and the exchange rate between these two currencies has remained relatively stable over the past several years. However, the exchange linkages of the Hong Kong dollar and the Macau pataca, and the Hong Kong dollar and the U.S. dollar, are subject to potential changes due to, among other things, changes in Chinese governmental policies and international economic and political developments.

If the Hong Kong dollar and the Macau pataca are not linked to the U.S. dollar in the future, severe fluctuations in the exchange rate for these currencies may result. We also cannot assure you that the current rate of exchange fixed by the applicable monetary authorities for these currencies will remain at the same level.
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We expect most of the revenues and expenses for any casino that we operate in Macau will be denominated in Hong Kong dollars or Macau patacas; however, a significant portion of debt issued by WML is denominated in U.S. dollars. Fluctuations in the exchange rates resulting in weakening of the Macau pataca or the Hong Kong dollar in relation to the U.S. dollar could have materially adverse effects on our results, financial condition, and ability to service debt.

The Company is a party to foreign currency swap agreements with the objective of managing foreign currency exchange rate risk associated with the outstanding U.S. dollar denominated WML Senior Notes. The foreign currency swaps exchange predetermined amounts of Hong Kong dollars for U.S. dollars at a contractual spot rate, and as of December 31, 2025, have an aggregate notional amount of $4.10 billion, and have maturities between October 2027 and August 2030. For additional information, refer to Item 8—"Financial Statements and Supplementary Data," Note 8, "Derivative Instruments."

Based on our balances as of December 31, 2025 and after giving effect to our foreign currency swaps, an assumed 1% change in the U.S. dollar/Hong Kong dollar exchange rate would cause a foreign currency gain/loss of $4.3 million.

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Item 8. Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42 )
58

Consolidated Balance Sheets
61

Consolidated Statements of Income
62

Consolidated Statements of Comprehensive Income
63

Consolidated Statements of Stockholders’ Deficit
64

Consolidated Statements of Cash Flows
65

Notes to Consolidated Financial Statements
66

Quarterly Consolidated Financial Information (Unaudited)
111

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Wynn Resorts, Limited and subsidiaries

Opinion on Internal Control Over Financial Reporting

We have audited Wynn Resorts, Limited and subsidiaries’ internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Wynn Resorts, Limited and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders' deficit and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a)2 and our report dated March 2, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP
Las Vegas, Nevada
March 2, 2026
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of Wynn Resorts, Limited and subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Wynn Resorts, Limited and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, stockholders' deficit and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a)2 (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 2, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosure to which it relates.

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Valuation of Deferred Tax Assets
Description of the Matter As more fully described in Note 14 to the consolidated financial statements, at December 31, 2025, the Company had U.S. deferred tax assets, including foreign tax credit carryforwards and other deferred tax assets, of $1.3 billion reduced by a $479.3 million valuation allowance. Deferred tax assets are reduced by a valuation allowance if, based on the weight of all available evidence, in management’s judgment it is more likely than not that some portion, or all, of the deferred tax assets will not be realized.

Auditing management’s assessment of the realizability of the Company’s deferred tax assets, including foreign tax credit carryforwards, involved complex judgments due to the significant estimation required in estimating the realizability of these deferred tax assets. The realizability of these deferred tax assets is affected by significant assumptions, including forecasted foreign-sourced income, intercompany transactions, and the execution of a tax planning strategy. Fluctuations in actual results from those forecasted can have a material impact on the measurement of deferred tax assets.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over management’s process for evaluating the realization of the Company’s deferred tax assets, including controls over management’s review of its significant assumptions described above and identification and use of an available tax planning strategy.

To test the realizability of deferred tax assets, including foreign tax credit carryforwards,we performed audit procedures that included, among others, testing the significant assumptions described above and the underlying data used by the Company in its analysis. We compared the significant assumptions used by management to the Company’s business plans and current industry and economic trends and evaluated whether changes to the Company’s business plans, economic trends and other factors would affect the significant assumptions. We involved our tax professionals to evaluate the Company's application of tax law for the available tax planning strategy and the evaluation of the utilization of the deferred tax assets.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2006.

Las Vegas, Nevada
March 2, 2026

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WYNN RESORTS, LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)

December 31,
2025 2024
ASSETS
Current assets:
Cash and cash equivalents $ 1,463,442   $ 2,426,155  
Investments 601,756   —  
Accounts receivable, net of allowance for credit losses of $ 45,645 and $ 37,694
402,641   324,016  
Inventories 88,478   75,783  
Prepaid expenses and other 127,204   95,725  
Total current assets 2,683,521   2,921,679  
Property and equipment, net 6,625,922   6,521,283  
Long-term investments 67,594   —  
Restricted cash 96,653   95,638  
Intangible assets, net 224,242   254,599  
Operating lease assets 1,778,052   1,797,276  
Deferred income taxes, net 409,070   507,716  
Investments in unconsolidated affiliates 948,156   648,217  
Other assets 274,907   231,555  
Total assets $ 13,108,117   $ 12,977,963  
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts and construction payables $ 255,307   $ 205,146  
Customer deposits 569,603   508,651  
Gaming taxes payable 215,581   171,983  
Accrued compensation and benefits 245,550   229,305  
Accrued interest 132,772   132,510  
Current portion of long-term debt 9,410   41,250  
Other accrued liabilities 214,955   250,689  
Total current liabilities 1,643,178   1,539,534  
Long-term debt 10,537,402   10,500,484  
Long-term operating lease liabilities 1,629,117   1,623,890  
Other long-term liabilities 329,699   282,658  
Total liabilities 14,139,396   13,946,566  
Commitments and contingencies (Note 19)
Stockholders' deficit:
Preferred stock, par value $ 0.01 ; 40,000,000 shares authorized; zero shares issued and outstanding
—   —  
Common stock, par value $ 0.01 ; 400,000,000 shares authorized; 134,326,464 and 133,584,126 shares issued; 103,989,787 and 107,821,567 shares outstanding, respectively
1,343   1,336  
Treasury stock, at cost; 30,336,677 and 25,762,599 shares, respectively
( 2,621,394 ) ( 2,241,607 )
Additional paid-in capital 3,801,934   3,698,800  
Accumulated other comprehensive loss ( 3,136 ) ( 5,700 )
Accumulated deficit ( 1,454,239 ) ( 1,676,990 )
Total Wynn Resorts, Limited stockholders' deficit ( 275,492 ) ( 224,161 )
        Noncontrolling interests ( 755,787 ) ( 744,442 )
Total stockholders' deficit ( 1,031,279 ) ( 968,603 )
Total liabilities and stockholders' deficit $ 13,108,117   $ 12,977,963  

The accompanying notes are an integral part of these consolidated financial statements.
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WYNN RESORTS, LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)

Year Ended December 31,
2025 2024 2023
Operating revenues:
Casino $ 4,410,328   $ 4,261,357   $ 3,718,402  
Rooms 1,141,154   1,242,058   1,185,671  
Food and beverage 1,037,850   1,069,117   1,028,637  
Entertainment, retail and other 548,592   555,429   599,187  
Total operating revenues 7,137,924   7,127,961   6,531,897  
Operating expenses:
Casino 2,716,151   2,586,960   2,238,671  
Rooms 344,378   330,359   307,132  
Food and beverage 882,229   859,426   822,323  
Entertainment, retail and other 238,160   249,679   340,437  
General and administrative 1,116,952   1,080,475   1,065,022  
Provision for credit losses 12,824   4,986   ( 3,964 )
Pre-opening 38,494   9,355   9,468  
Depreciation and amortization 620,633   658,895   687,270  
Impairment of goodwill and intangible assets —   —   94,490  
Property charges and other 49,719   215,095   130,877  
Total operating expenses 6,019,540   5,995,230   5,691,726  
Operating income 1,118,384   1,132,731   840,171  
Other income (expense):
Interest income 66,507   130,342   175,785  
Interest expense, net of amounts capitalized ( 625,556 ) ( 688,410 ) ( 751,509 )
Change in derivatives fair value ( 34,869 ) 42,478   45,098  
Loss on debt financing transactions ( 1,701 ) ( 2,913 ) ( 12,683 )
Other ( 8,625 ) 29,170   ( 11,479 )
Other expense, net ( 604,244 ) ( 489,333 ) ( 554,788 )
Income before income taxes 514,140   643,398   285,383  
(Provision) benefit for income taxes ( 105,005 ) ( 3,682 ) 496,834  
Net income 409,135   639,716   782,217  
Less: net income attributable to noncontrolling interests ( 81,801 ) ( 138,638 ) ( 52,223 )
Net income attributable to Wynn Resorts, Limited $ 327,334   $ 501,078   $ 729,994  
Basic and diluted net income per common share:
Net income attributable to Wynn Resorts, Limited:
Basic $ 3.16   $ 4.56   $ 6.49  
Diluted $ 3.14   $ 4.35   $ 6.32  
Weighted average common shares outstanding:
Basic 103,697   109,966   112,523  
Diluted 104,243   110,267   112,855  

The accompanying notes are an integral part of these consolidated financial statements.
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WYNN RESORTS, LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
 
Year Ended December 31,
2025 2024 2023
Net income $ 409,135   $ 639,716   $ 782,217  
Other comprehensive income (loss):
Foreign currency translation adjustments, before and after tax 3,735   ( 12,700 ) 5,297  
Total comprehensive income 412,870   627,016   787,514  
Less: comprehensive income attributable to noncontrolling interests ( 82,972 ) ( 135,044 ) ( 53,710 )
Comprehensive income attributable to Wynn Resorts, Limited $ 329,898   $ 491,972   $ 733,804  

The accompanying notes are an integral part of these consolidated financial statements.
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WYNN RESORTS, LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
(in thousands, except share data)
Common stock
Shares
outstanding
Par
value
Treasury
stock
Additional
paid-in
capital
Accumulated
other
comprehensive
income (loss)
Accumulated deficit Total
Wynn Resorts,  Limited
stockholders'
deficit Noncontrolling
interests
Total stockholders'
 deficit
Balances, January 1, 2023 113,369,439   $ 1,323   $ ( 1,623,872 ) $ 3,583,923   $ ( 404 ) $ ( 2,711,808 ) $ ( 750,838 ) $ ( 889,527 ) $ ( 1,640,365 )
Net income —  —  —  —  —  729,994   729,994   52,223   782,217  
Currency translation adjustment —  —  —  —  3,810   —  3,810   1,487   5,297  
Exercise of stock options 32,284   —  —  1,965   —  —  1,965   —  1,965  
Issuance of restricted stock 727,522   7   —  6,631   —  —  6,638   —  6,638  
Cancellation of restricted stock ( 23,256 ) —  —  —  —  —  —  —  — 
Shares repurchased by the Company and held as treasury shares ( 2,374,925 ) —  ( 212,454 ) —  —  —  ( 212,454 ) —  ( 212,454 )
Cash dividends declared —  —  —  —  —  ( 85,139 ) ( 85,139 ) —  ( 85,139 )
Distribution to noncontrolling interest —  —  —  ( 2,994 ) —  —  ( 2,994 ) ( 19,584 ) ( 22,578 )
Transactions with subsidiary minority shareholders 6,181   —  —  ( 754 ) —  —  ( 754 ) 754   —  
Stock-based compensation —  —  —  58,390   —  —  58,390   5,095   63,485  
Balances, December 31, 2023 111,737,245   1,330   ( 1,836,326 ) 3,647,161   3,406   ( 2,066,953 ) ( 251,382 ) ( 849,552 ) ( 1,100,934 )
Net income —  —  —  —  —  501,078   501,078   138,638   639,716  
Currency translation adjustment —  —  —  —  ( 9,106 ) —  ( 9,106 ) ( 3,594 ) ( 12,700 )
Exercise of stock options 17,285   —  —  1,017   —  —  1,017   —  1,017  
Issuance of restricted stock 597,633   6   —  8,009   —  —  8,015   38   8,053  
Cancellation of restricted stock ( 29,708 ) —  —  —  —  —  —  —  — 
Shares repurchased by the Company and held as treasury shares ( 4,500,888 ) —  ( 405,281 ) —  —  —  ( 405,281 ) —  ( 405,281 )
Cash dividends declared —  —  —  —  —  ( 111,115 ) ( 111,115 ) ( 28,779 ) ( 139,894 )
Distribution to noncontrolling interest —  —  —  —  —  —  —  ( 16,988 ) ( 16,988 )
Transactions with subsidiary minority shareholders —  —  —  ( 11,643 ) —  —  ( 11,643 ) 11,643   —  
Stock-based compensation —  —  —  54,256   —  —  54,256   4,152   58,408  
Balances, December 31, 2024 107,821,567   1,336   ( 2,241,607 ) 3,698,800   ( 5,700 ) ( 1,676,990 ) ( 224,161 ) ( 744,442 ) ( 968,603 )
Net income —  —  —  —  —  327,334   327,334   81,801   409,135  
Currency translation adjustment —  —  —  —  2,564   —  2,564   1,171   3,735  
Exercise of stock options 6,700   —  —  457   —  —  457   —  457  
Issuance of restricted stock 760,715   7   —  7,915   —  —  7,922   —  7,922  
Cancellation of restricted stock ( 25,077 ) —  —  —  —  —  —  —  — 
Shares repurchased by the Company and held as treasury shares ( 4,574,118 ) —  ( 379,787 ) —  —  —  ( 379,787 ) —  ( 379,787 )
Cash dividends declared —  —  —  —  —  ( 104,583 ) ( 104,583 ) ( 71,343 ) ( 175,926 )
Distribution to noncontrolling interest —  —  —  —  —  —  —  ( 25,672 ) ( 25,672 )
Transactions with subsidiary minority shareholders —  —  —  1,356   —  —  1,356   ( 1,356 ) —  
Stock-based compensation —  —  —  93,406   —  —  93,406   4,054   97,460  
Balances, December 31, 2025 103,989,787   $ 1,343   $ ( 2,621,394 ) $ 3,801,934   $ ( 3,136 ) $ ( 1,454,239 ) $ ( 275,492 ) $ ( 755,787 ) $ ( 1,031,279 )
    

The accompanying notes are an integral part of these consolidated financial statements.
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WYNN RESORTS, LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year Ended December 31,
2025 2024 2023
Cash flows from operating activities:
Net income $ 409,135   $ 639,716   $ 782,217  
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 620,633   658,895   687,270  
Deferred income taxes 97,282   ( 6,838 ) ( 502,784 )
Stock-based compensation expense 91,927   59,029   64,515  
Amortization of debt issuance costs 39,957   39,428   39,532  
Loss on debt financing transactions 1,701   2,913   12,683  
Provision for credit losses 12,824   4,986   ( 3,964 )
Change in derivatives fair value 43,289   ( 42,478 ) ( 45,098 )
Impairment of goodwill and intangible assets —   —   94,490  
Property charges and other 74,683   106,332   117,176  
Increase (decrease) in cash from changes in:
Receivables, net ( 89,980 ) 13,478   ( 123,747 )
Inventories, prepaid expenses and other ( 10,724 ) 26,632   ( 6,025 )
Customer deposits 58,644   ( 36,967 ) 37,951  
Accounts payable and accrued expenses 3,282   ( 38,923 ) 93,663  
Net cash provided by operating activities 1,352,653   1,426,203   1,247,879  
Cash flows from investing activities:
Capital expenditures, net of construction payables and retention ( 660,433 ) ( 419,929 ) ( 442,793 )
Investments in unconsolidated affiliates ( 328,928 ) ( 563,418 ) ( 53,631 )
Purchase of investments ( 668,890 ) —   ( 836,519 )
Proceeds from maturity of investments —   850,000   —  
Purchase of intangible and other assets ( 457 ) ( 2,615 ) ( 10,752 )
Proceeds from sale of assets and other 1,547   52,404   1,162  
Net cash used in investing activities ( 1,657,161 ) ( 83,558 ) ( 1,342,533 )
Cash flows from financing activities:
Proceeds from issuance of long-term debt 1,752,812   1,883,794   1,200,000  
Repayments of long-term debt ( 1,763,125 ) ( 3,059,832 ) ( 1,533,124 )
Repurchase of common stock ( 380,109 ) ( 401,802 ) ( 212,455 )
Proceeds from exercise of stock options 457   1,017   1,965  
Distribution to noncontrolling interest ( 25,672 ) ( 16,988 ) ( 22,579 )
Dividends paid ( 174,662 ) ( 139,564 ) ( 84,733 )
Finance lease payments ( 25,804 ) ( 19,219 ) ( 19,267 )
Payments for financing costs ( 28,055 ) ( 36,714 ) ( 41,240 )
Other ( 9,142 ) ( 4,486 ) ( 7,773 )
Net cash used in financing activities ( 653,300 ) ( 1,793,794 ) ( 719,206 )
Effect of exchange rate on cash, cash equivalents and restricted cash ( 3,890 ) 3,530   282  
Cash, cash equivalents and restricted cash:
Decrease in cash, cash equivalents and restricted cash ( 961,698 ) ( 447,619 ) ( 813,578 )
Balance, beginning of period 2,521,793   2,969,412   3,782,990  
Balance, end of period $ 1,560,095   $ 2,521,793   $ 2,969,412  

The accompanying notes are an integral part of these consolidated financial statements.
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WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 -     Organization and Business

Organization

Wynn Resorts, Limited, a Nevada corporation (together with its subsidiaries, "Wynn Resorts" or the "Company") is a designer, developer, and operator of integrated resorts featuring luxury hotel rooms, high-end retail space, an array of dining and entertainment options, meeting and convention facilities, and gaming.

In the Macau Special Administrative Region of the People's Republic of China ("Macau"), the Company owns approximately 72 % of Wynn Macau, Limited ("WML"), which includes the operations of the Wynn Palace and Wynn Macau resorts. The Company refers to Wynn Palace and Wynn Macau as its Macau Operations. In Las Vegas, Nevada, the Company operates and, with the exception of certain retail space, owns 100 % of Wynn Las Vegas. Additionally, the Company is a 50.1 % owner and managing member of a joint venture that owns and leases certain retail space at Wynn Las Vegas (the "Retail Joint Venture"). The Company refers to Wynn Las Vegas, Encore, an expansion at Wynn Las Vegas, and the Retail Joint Venture as its Las Vegas Operations. In Everett, Massachusetts, the Company operates Encore Boston Harbor, an integrated resort.

Additionally, the Company has a 40 % equity interest in Island 3 AMI FZ-LLC ("Island 3"), an unconsolidated affiliate, which is constructing an integrated resort property ("Wynn Al Marjan Island") in Ras Al Khaimah, United Arab Emirates, currently expected to open in 2027.

Macau Operations

Wynn Palace features a luxury hotel tower with 1,706 guest rooms, suites and villas, approximately 468,000 square feet of casino space, 12 food and beverage outlets, a food hall which includes a variety of stand-alone restaurants and other food offerings, approximately 37,000 square feet of meeting and convention space, approximately 109,000 square feet of retail space, public attractions including a performance lake, an immersive entertainment center, Western and Asian art displays, and a gondola ride offering convenient street-level access.

Wynn Macau features two luxury hotel towers with a total of 1,014 guest rooms and suites, approximately 294,000 square feet of casino space, 11 food and beverage outlets, approximately 31,000 square feet of meeting and convention space, approximately 75,900 square feet of retail space, a performance lake, a rotunda show and recreation and leisure facilities.

In December 2022, Wynn Resorts (Macau), S.A. ("Wynn Macau SA"), an indirect subsidiary of the Company, entered into a definitive gaming concession contract (the "Gaming Concession Contract") with the Macau government, pursuant to which Wynn Macau SA was granted a 10-year gaming concession commencing on January 1, 2023 and expiring on December 31, 2032, to operate games of chance at Wynn Palace and Wynn Macau.

Las Vegas Operations

Wynn Las Vegas features two luxury hotel towers with a total of 4,748 guest rooms, suites and villas, approximately 199,000 square feet of casino space, 35 food and beverage outlets, approximately 510,000 square feet of meeting and convention space, approximately 178,000 square feet of retail space (the majority of which is owned and operated under a joint venture of which the Company owns 50.1 %), as well as two theaters, two nightclubs and a beach club and recreation and leisure facilities.

Encore Boston Harbor

Encore Boston Harbor, an integrated resort in Everett, Massachusetts, adjacent to Boston along the Mystic River, features a luxury hotel tower with a total of 671 guest rooms and suites, approximately 215,000 square feet of casino space, 16 food and beverage outlets, one nightclub, approximately 71,000 square feet of meeting and convention space, and approximately 8,200 square feet of retail space. Public attractions include a waterfront park, floral displays, and water shuttle service to downtown Boston.

In December 2022, the Company sold certain real estate assets related to Encore Boston Harbor and concurrently entered into a lease agreement for the purpose of continuing to operate the Encore Boston Harbor integrated resort (the "EBH Transaction"). For more information on the EBH Transaction, see Note 16, "Leases."
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WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 2 - Basis of Presentation and Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP") and include the accounts of the Company, its majority-owned subsidiaries, and entities the Company identifies as variable interest entities ("VIEs") of which the Company is determined to be the primary beneficiary. For information on the Company's VIEs, see Note 19, "Retail Joint Venture." If the entity does not qualify for consolidation and the Company has significant influence over the operating and financial decisions of the entity, the Company accounts for the entity under the equity method. For more information on the Company's equity method investments, see Investments in Unconsolidated Affiliates below. All significant intercompany accounts and transactions have been eliminated. Certain amounts in the consolidated balance sheet as of December 31, 2024 have been reclassified to be consistent with the current period presentation. These reclassifications had no effect on previously reported total assets, total liabilities and total stockholders' deficit.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates and assumptions reflected in the financial statements relate to and include, but are not limited to, inputs into the Company's estimated allowance for deferred tax assets and credit losses, estimates regarding the useful lives and recoverability of long-lived and intangible assets, valuations of derivatives, and litigation and contingency estimates.

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents consist of cash and highly liquid investments with original maturities of three months or less and include both U.S. dollar-denominated and foreign currency-denominated securities. Cash equivalents are carried at cost, which approximates fair value. Restricted cash consists of cash collateral associated with obligations, cash held in a trust in accordance with WML's share award plan, and an amount held in the form of a first demand bank guarantee in favor of the Macau government to support Wynn Macau SA's legal and contractual obligations under the Gaming Concession Contract.

Investments

The Company's investments include financial assets in the form of interest-bearing fixed deposits with original maturities of greater than three months, which are recorded at fair value (see Note 10, "Fair Value Measurements"), and debt securities in the form of U.S. treasuries. Investments in debt securities which the Company has the positive intent and ability to hold to maturity are classified as held-to-maturity and are carried at amortized cost. Debt securities held primarily for the purpose of selling in the near term are classified as trading securities and are reported at fair value, with unrealized gains and losses included in income. Debt securities not classified as held-to-maturity or trading are classified as available-for-sale and are reported at fair value with unrealized gains and losses as a separate component of other comprehensive income. Premiums and discounts on debt securities are amortized or accreted into interest income using the effective interest method. All of the Company’s debt securities are classified as held-to-maturity.

As of December 31, 2025, the Company held $ 475.0  million in fixed deposits, recorded at fair value within Investments, and $ 127.3  million and $ 67.6  million in U.S. treasuries (including accrued interest), recorded at amortized cost within Investments and Long-term investments, respectively, in the Consolidated Balance Sheets. The estimated fair value of the Company's U.S. treasuries as of December 31, 2025 was approximately $ 194.4  million, as determined based on quoted market prices in active markets (Level 1 inputs), and the unrecognized holding loss was $ 0.5  million.

During the year ended December 31, 2024, the Company received proceeds of $ 300.0  million upon the maturity of its investments in U.S. treasuries and $ 550.0  million upon the maturity of its investments in fixed deposits. The Company held no investments as of December 31, 2024.
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WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

As of the balance sheet date, the Company evaluates whether the unrealized losses are attributable to credit losses or other factors. The Company considers the severity of the decline in value, creditworthiness of the issuer and other relevant factors and records an allowance for credit losses, limited to the excess of amortized cost over fair value, with a corresponding charge to earnings. The allowance may be subsequently increased or decreased based on the prevailing facts and circumstances. During the years ended December 31, 2025 and 2024, the Company recorded no allowance for credit losses related to its investments.

Accounts Receivable and Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of casino accounts receivable. The Company issues credit in the form of "markers" to approved casino customers following investigations of creditworthiness.

Accounts receivable, including casino and hotel receivables, are typically non-interest bearing and are recorded at amortized cost. Casino receivables primarily consist of credit issued to patrons in the form of markers. The Company issues credit based on factors such as level of play and financial resources, following background and credit checks. The casino credit extended by the Company is generally unsecured and due on demand.

An estimated allowance for credit losses is maintained to reduce the Company's receivables to their carrying amount, which reflects the net amount the Company expects to collect. The allowance estimate reflects specific review of customer accounts taking into consideration the amount owed, the age of the account, the customer's financial condition, management's experience with historical and current collection trends, current economic and business conditions, and management's expectations of future economic and business conditions and forecasts. Accounts are written off when management deems them to be uncollectible. Recoveries of accounts previously written off are recorded when received.

Inventories

Inventories consist of retail merchandise and food and beverage items, which are stated at the lower of cost or net realizable value, and certain operating supplies. Cost is determined by the first-in, first-out, weighted average and specific identification methods.

Property and Equipment

Purchases of property and equipment are stated at cost, and when placed into service, are depreciated over the estimated
useful lives of the assets using the straight-line method as follows:

Estimated Useful Life in Years
Buildings and improvements 10  -  45

Land improvements 10 - 45

Furniture, fixtures and equipment 3 - 20

Leasehold interest in land 25
Airplanes 20

Costs related to improvements are capitalized, while costs of repairs and maintenance are charged to expense as incurred. The cost and accumulated depreciation of property and equipment retired or otherwise disposed of are eliminated from the respective accounts and any resulting gain or loss is included in Property charges and other expense in the accompanying Consolidated Statements of Income.

Capitalized Interest

The interest cost associated with major development and construction projects, and interest cost associated with equity method investments incurred during the investee's initial development period, is capitalized and included in the cost of the project or investment in unconsolidated affiliates balance. Interest capitalization ceases once a project is substantially complete or no longer undergoing construction activities to prepare it for its intended use. When no debt is specifically identified as being incurred in connection with a construction project, the Company capitalizes interest on amounts expended on the project using the weighted average cost of the Company's outstanding borrowings. Interest of $ 49.7  million, $ 23.0  million, and $ 5.8 million
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WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

was capitalized for the years ended December 31, 2025, 2024, and 2023, respectively, including $ 46.4  million and $ 21.7  million related to equity method investments for the years ended December 31, 2025 and 2024, respectively.

Intangible Assets

The Company's intangible assets consist primarily of finite-lived intangible assets, including its Macau gaming concession and Massachusetts gaming license. Finite-lived intangible assets are amortized over the shorter of their contractual terms or estimated useful lives. The Company's indefinite-lived intangible assets are not amortized, but are reviewed for impairment annually.

Long-Lived Assets

Long-lived assets, which are to be held and used, including finite-lived intangible assets and property and equipment, are periodically reviewed by management for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. If an indicator of impairment exists, the Company compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then impairment is measured as the difference between fair value and carrying value, with fair value typically based on a discounted cash flow model. If an asset is still under development, future cash flows include remaining construction costs.

Leases

Lessee Arrangements    

The Company is the lessee under non-cancelable real estate and equipment leases. The Company determines if an arrangement is or contains a lease at inception or modification of the arrangement. An arrangement is or contains a lease if there are identified assets and the right to control the use of an identified asset is conveyed for a period of time in exchange for consideration. Control over the use of the identified asset means the lessee has both the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset.

Finance and operating lease assets and liabilities are measured and recorded upon lease commencement at the present value of the future minimum lease payments. The Company combines lease and nonlease components in its determination of minimum lease payments, except for certain asset classes that have significant nonlease components. As the interest rate implicit in its leases is not readily determinable, the Company uses its incremental borrowing rate as the discount rate to determine the present value of lease payments. Lease terms include options to extend the lease when it is reasonably certain that such option will be exercised. The Company’s triple-net operating lease related to Encore Boston Harbor contains a renewal period at the Company’s option, which is not considered to be reasonably certain of being exercised. Many of the Company’s leases include fixed rental escalation clauses that are factored into the determination of lease payments. A lessee is required to classify a lease as a finance lease if, among other factors, 1) the term is for the major part of the remaining economic life of the underlying asset or 2) the present value of the sum of the lease payments equals or exceeds substantially all of the fair value of the underlying asset. For operating leases, lease expense for minimum lease payments is recognized on a straight-line basis over the expected lease term. For finance leases, the Company records depreciation of the lease asset on a straight-line basis over the shorter of the lease term or useful life of the lease asset, and the lease liability accretes interest using the discount rate determined at lease commencement. The Company does not record an asset or liability for leases with a term of less than one year. Variable lease costs generally arise from changes in an index, such as the consumer price index. Variable lease costs are expensed as incurred and are not included in the determination of lease assets or liabilities.

Lessor Arrangements

The Company is the lessor under non-cancelable operating leases for retail and food and beverage outlet space at its integrated resorts, which represents approximately 105,000 , 74,000 , 198,000 , and 52,000 square feet of space at Wynn Palace, Wynn Macau, Wynn Las Vegas, and Encore Boston Harbor, respectively. The lease arrangements generally include minimum base rent and contingent rental clauses based on a percentage of net sales. Generally, the terms of the leases range between five and ten years . The Company records revenue on a straight-line basis over the term of the lease, and recognizes revenue for contingent rentals when the contingency has been resolved. The Company has elected to combine lease and nonlease components for the purpose of measuring lease revenue.

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Investments in Unconsolidated Affiliates

The Company accounts for its investment in Island 3 and affiliated ventures (the "Al Marjan Joint Venture") using the equity method. Under the equity method, the investment's carrying value is adjusted for the Company’s share of the investee's earnings and losses, capital contributions to and distributions from this company, and capitalization of interest cost incurred by the Company during the investee's initial development period. As of December 31, 2025 and 2024, the Company’s investment in the Al Marjan Joint Venture was $ 948.2 million and $ 648.2 million, respectively, recorded in Investments in unconsolidated affiliates in the accompanying Consolidated Balance Sheets.

The Company records its share of income and loss on investments in unconsolidated affiliates as a component of Operating income within the Company's accompanying Consolidated Statements of Income, as the Company’s investments in unconsolidated affiliates are an extension of the Company's core business operations. The Company recognized a loss on investments in unconsolidated affiliates of $ 29.0 million, $ 6.1 million and $ 2.4 million during the years ended December 31, 2025, 2024 and 2023, respectively, recorded in Pre-opening expenses within the Company's accompanying Consolidated Statements of Income.

Debt Issuance Costs

Direct and incremental costs and original issue discounts and premiums incurred in connection with the issuance of long-term debt are deferred and amortized to interest expense using the effective interest method or, if the amounts approximate the effective interest method, on a straight-line basis. Debt issuance costs incurred in connection with the issuance of the Company's revolving credit facilities are presented in noncurrent other assets on the Consolidated Balance Sheets. All other debt issuance costs are presented as a direct reduction of long-term debt on the Consolidated Balance Sheets. Approximately $ 39.9  million, $ 39.3  million, and $ 39.5  million was amortized to interest expense during the years ended December 31, 2025, 2024, and 2023, respectively.

Derivative Financial Instruments

The Company enters into interest rate protection and foreign currency swap agreements to manage interest rate exposure and foreign currency exchange rate risk, respectively, on certain debt. The fair value of such agreements is recognized as a net asset or liability at each balance sheet date, with changes in fair value recorded in earnings as these agreements do not qualify for hedge accounting. See Note 7, "Long-Term Debt" and Note 8, "Derivative Instruments" for additional information.

See Note 8, "Derivative Instruments" for accounting policy disclosures relating to the WML Convertible Bond Conversion Option Derivative and Foreign Currency Swaps (as defined therein).

Revenue Recognition

The Company's revenue from contracts with customers primarily consists of casino wagers and sales of rooms, food and beverage, entertainment, retail and other goods and services.
Gross casino revenues are measured by the aggregate net difference between gaming wins and losses. The Company applies a practical expedient by accounting for its casino wagering transactions on a portfolio basis versus an individual basis as all wagers have similar characteristics. Commissions rebated to customers either directly or indirectly through games promoters and cash discounts and other cash incentives earned by customers are recorded as a reduction of casino revenues. In addition to the wager, casino transactions typically include performance obligations related to complimentary goods or services provided to incentivize future gaming or in exchange for points earned under the Company's loyalty programs.
For casino transactions that include complimentary goods or services provided by the Company to incentivize future gaming, the Company allocates the standalone selling price of each good or service to the appropriate revenue type based on the good or service provided. Complimentary goods or services that are provided under the Company's control and discretion and supplied by third parties are recorded as an operating expense.
The Company offers loyalty programs at each of its resorts. Customers earn points based on their level of table games and slots play, which can be redeemed for slots free play, gifts and complimentary goods or services provided by the Company. For casino transactions that include points earned under the Company's loyalty programs, the Company defers a portion of the revenue by recording the estimated standalone selling price of the earned points that are expected to be redeemed as a liability.
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Upon redemption of the points for Company-owned goods or services, the standalone selling price of each good or service is allocated to the appropriate revenue type based on the good or service provided. Upon the redemption of points with third parties, the redemption amount is deducted from the liability and paid directly to the third party with any difference between the amount paid and the stand-alone selling price recorded as Entertainment, retail and other revenue in the accompanying Consolidated Statements of Income.

After allocating amounts to the complimentary goods or services provided and to the points earned under the Company's loyalty programs, the residual amount is recorded as casino revenue when the wager is settled.
The transaction price for rooms, food and beverage, entertainment, retail and other transactions is the net amount collected from the customer for such goods and services and is recorded as revenue when the goods are provided, services are performed or events are held. Sales tax and other applicable taxes collected by the Company are excluded from revenues. Advance deposits on rooms and advance ticket sales are performance obligations that are recorded as customer deposits until services are provided to the customer. Revenues from contracts with multiple goods or services are allocated to each good or service based on its relative standalone selling price. As previously noted, Entertainment, retail and other revenue also includes lease revenue, which is recognized in accordance with the relevant accounting principles.

Gaming Taxes

The Company is subject to taxes based on gross gaming revenues in the jurisdictions in which it operates, subject to applicable jurisdictional adjustments. These gaming taxes are recorded as casino expenses in the accompanying Consolidated Statements of Income. These taxes totaled $ 1.91 billion, $ 1.83 billion, and $ 1.57 billion for the years ended December 31, 2025, 2024, and 2023, respectively.

Advertising Costs

The cost of advertising is expensed as incurred, and totaled $ 48.8 million, $ 50.9 million, and $ 112.6 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Pre-opening Expenses

Pre-opening expenses represent personnel, advertising, and other costs incurred prior to the opening of new ventures and are expensed as incurred. During the years ended December 31, 2025 and December 31, 2024, pre-opening expenses primarily included the Company's share of net losses from the Al Marjan Joint Venture . During the year ended December 31, 2023, the Company incurred pre-opening expenses primarily in connection with the launch of sports betting operations in Massachusetts.

Income Taxes

The Company is subject to income taxes in the U.S. and foreign jurisdictions where it operates. Accounting standards require the recognition of deferred tax assets, net of applicable reserves, and liabilities for the estimated future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on the income tax provision and deferred tax assets and liabilities generally is recognized in the results of operations in the period that includes the enactment date. Accounting standards also require recognition of a future tax benefit to the extent that realization of such benefit is more likely than not; otherwise, a valuation allowance is applied.

The Company's income tax returns are subject to examination by the Internal Revenue Service ("IRS") and other tax authorities in the locations where it operates. The Company assesses potentially unfavorable outcomes of such examinations based on accounting standards for uncertain income taxes. The accounting standards prescribe a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements.

Uncertain tax position accounting standards apply to all tax positions related to income taxes. These accounting standards utilize a two-step approach for evaluating tax positions. If a tax position, based on its technical merits, is deemed more likely than not to be sustained, then the tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon settlement.

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As applicable, the Company will recognize accrued penalties and interest related to unrecognized tax benefits in the provision for income taxes.

Foreign Currency

Gains or losses from foreign currency remeasurements are included in Other income (expense) in the accompanying Consolidated Statements of Income. Balance sheet accounts are translated at the exchange rate in effect at each balance sheet date and income statement accounts are translated at the average rate of exchange prevailing during the year. Translation adjustments resulting from this process are charged or credited to other comprehensive income (loss).

Comprehensive Income and Accumulated Other Comprehensive Income (Loss)

Comprehensive income includes net income and all other non-stockholder changes in equity or other comprehensive income. Components of the Company's comprehensive income are reported in the accompanying Consolidated Statements of Stockholders' Deficit and Consolidated Statements of Comprehensive Income.

Fair Value Measurements

The Company measures certain of its financial assets and liabilities, at fair value on a recurring basis pursuant to accounting standards for fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. These accounting standards establish a three-tier fair value hierarchy, which prioritizes the inputs used to measure fair value. These tiers include:

• Level 1 - Observable inputs such as quoted prices in active markets.

• Level 2 - Inputs other than quoted prices in active markets that are either directly or indirectly observable.

• Level 3 - Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with accounting standards, which require the compensation cost relating to share-based payment transactions be recognized in the Company's Consolidated Statements of Income. The cost is measured at the grant date, based on the estimated fair value of the award using the Black-Scholes option pricing model for stock options, based on the estimated fair value of the award using the Monte Carlo simulation approach for performance share units, and based on the closing share price of the Company's stock on the grant date for nonvested share awards. Dividend yield is based on the estimate of annual dividends expected to be paid at the time of the grant. Expected volatility is based on implied and historical factors related to the Company's common stock. The risk-free interest rate used for each period presented is based on the U.S. Treasury yield curve for stock options issued under the WRL Omnibus Plan (as defined and discussed in Note 13, "Stock-Based Compensation") and the Hong Kong Exchange Fund rates for stock options issued under the WML Share Option Plan (as defined in Note 13, "Stock-Based Compensation"), both at the time of grant for the period equal to the expected term. Expected term represents the weighted average time between the option's grant date and its exercise date. The Company uses historical award exercise activity and termination activity in estimating the expected term for the WRL Omnibus Plan and WML Share Option Plan. The cost is recognized as an expense on a straight-line basis over the employee's requisite service period (the vesting period of the award), and forfeitures are recognized as they occur. The Company's stock-based employee compensation arrangements are more fully discussed in Note 13, "Stock-Based Compensation."

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Recently Issued Accounting Standards

In November 2024, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40) ("ASU 2024-03"). The standard provides guidance on expanded disclosures related to the disaggregation of income statement expenses. The standard specifically requires additional disclosure of certain costs and expenses, which includes purchases of inventory, employee compensation, depreciation and intangible asset amortization included in each relevant expense caption. This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, on a retrospective or prospective basis, with early adoption permitted. The adoption of ASU 2024-03 will result in additional disclosures and is not expected to have an impact on the Company’s financial condition, results of operations and cash flows.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets ("ASU 2025-05"), which provides a practical expedient for estimating expected credit losses for current accounts receivable and current contract assets. ASU 2025-05 will be effective for annual periods beginning after December 15, 2025, and interim periods within those annual reporting periods and should be applied prospectively. The Company is currently evaluating the impact that this guidance will have on the Company's consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40) ("ASU 2025-06"), which revises the approach to accounting for internal-use software costs by eliminating all references to the stages of software development projects, thereby making the guidance adaptable to a variety of software development methodologies. ASU 2025-06 will be effective for annual periods beginning after December 15, 2027, and interim periods within those annual reporting periods, on a prospective, modified or retrospective basis, with early adoption permitted. The Company is currently evaluating the impact that this guidance will have on the Company's consolidated financial statements and related disclosures.

Note 3 - Cash, Cash Equivalents and Restricted Cash

Cash, cash equivalents and restricted cash consisted of the following (in thousands):
December 31,
2025 2024
Cash and cash equivalents:
Cash (1)
$ 1,297,417   $ 1,639,151  
Cash equivalents (2)
166,025   787,004  
Total cash and cash equivalents 1,463,442   2,426,155  
Restricted cash (3)
96,653   95,638  
Total cash, cash equivalents and restricted cash $ 1,560,095   $ 2,521,793  

(1) Cash consists of cash on hand and bank deposits.
(2) Cash equivalents consist of bank time deposits, U.S. government treasuries and money market funds, which excludes $ 601.8  million of short-term investments described in Note 2 - "Basis of Presentation and Significant Accounting Policies."
(3) Restricted cash consists of cash subject to certain contractual restrictions, cash collateral associated with obligations and cash held in a trust in accordance with WML's share award plan, and as of December 31, 2025 and 2024 includes $ 87.3  million and $ 87.5  million, respectively, in the form of a first demand bank guarantee in favor of the Macau government to support Wynn Macau SA's legal and contractual obligations through the term of the Gaming Concession Contract.

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The following table disclose the supplemental cash flow disclosures of the Company (in thousands):

Year Ended December 31,
2025 2024 2023
Cash paid for interest, net of amounts capitalized $ 585,425   $ 658,438   $ 688,350  
Capitalized stock-based compensation $ 5,589   $ 5,242   $ 5,268  
Cash paid for income taxes, net of refunds received $ 9,243   $ 10,160   $ 10,310  
Finance lease liabilities arising from obtaining finance lease assets $ 41,154   $ 80,021   $ 8,842  
Liability settled with shares of common stock $ 7,922   $ 8,015   $ 6,639  
Accounts and construction payables related to property and equipment $ 101,729   $ 85,949   $ 60,313  
Liabilities arising from obtaining property and equipment $ 21,400   $ —   $ —  
Other liabilities related to intangible assets (1)
$ —   $ —   $ 209,410  
Net settlement of liabilities in connection with an asset sale $ —   $ 27,655   $ —  

(1)    For the year ended December 31, 2023, included $ 206.5  million related to the Macau gaming premium in connection with the Gaming Concession Contract. See Note 6, "Intangible Assets, net" for further information.

Note 4 - Receivables, net

Receivables, net consisted of the following (in thousands):
December 31,
2025 2024
Casino $ 309,500   $ 236,642  
Hotel 44,259   45,996  
Other 94,527   79,072  
448,286   361,710  
Less: allowance for credit losses ( 45,645 ) ( 37,694 )
$ 402,641   $ 324,016  

As of December 31, 2025 and 2024, approximately 77.5 % and 70.9 %, respectively, of the Company's markers were due from customers residing outside the U.S., primarily in Asia. Business or economic conditions or other significant events in the countries in which the Company's customers reside could affect the collectability of such receivables.

The Company’s allowance for casino credit losses was 14.3 % and 14.7 % of gross casino receivables as of December 31, 2025 and 2024, respectively. Although the Company believes that its allowance is adequate, it is possible the estimated amounts of cash collections with respect to receivables could change. The Company’s allowances for credit losses from its hotel and other receivables were not material.

The following table shows the movement in the Company's allowance for credit losses recognized for receivables that occurred during the period (in thousands):

December 31,
2025 2024
Balance at beginning of year $ 37,694   $ 40,075  
   Provision for credit losses 12,824   4,986  
   Write-offs ( 11,528 ) ( 13,262 )
   Recoveries of receivables previously written-off 6,684   5,801  
   Effect of exchange rate ( 29 ) 94  
Balance at end of period $ 45,645   $ 37,694  

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Note 5 - Property and Equipment, net

Property and equipment, net consisted of the following (in thousands):
 December 31,
2025 2024
Buildings and improvements $ 8,708,210   $ 8,547,922  
Land and improvements 1,226,834   1,210,455  
Furniture, fixtures and equipment 3,662,869   3,424,361  
Airplanes 187,597   110,623  
Construction in progress 350,286   287,436  
14,135,796   13,580,797  
Less: accumulated depreciation ( 7,509,874 ) ( 7,059,514 )
$ 6,625,922   $ 6,521,283  

As of December 31, 2025 and 2024, construction in progress consisted primarily of costs capitalized for various capital enhancements at the Company's properties. During the year ended December 31, 2024, the Company expensed $ 61.5  million of project costs related to a discontinued development project, inclusive of $ 4.7  million of internally allocated overhead, that had been previously capitalized. The expense was recorded in Property charges and other expenses in the accompanying Consolidated Statements of Income for the year ended December 31, 2024.

Depreciation expense for the years ended December 31, 2025, 2024 and 2023 was $ 568.5 million, $ 601.4 million, and $ 625.0 million, respectively.

Macau Operations Property Transfer Agreements

In December 2022, in accordance with the requirements of the Macau Gaming Law, Wynn Macau SA and Palo Real Estate Company Limited ("Palo"), a subsidiary of Wynn Macau SA, entered into agreements (collectively, the "Property Transfer Agreements") with the Macau government, pursuant to which Wynn Macau SA and Palo transferred the casino areas and gaming equipment of the Company's Macau Operations to the Macau government without compensation on December 31, 2022, and the Macau government agreed to transfer such casino areas and gaming equipment back to Wynn Macau SA as of January 1, 2023, for its use in the operation of games of chance at Wynn Macau and Wynn Palace as permitted under the Gaming Concession Contract through December 31, 2032. As the Company expects to continue to operate the casino areas and gaming equipment at its Macau Operations in the same manner as under the previous concession, obtain substantially all of the economic benefits, and bear all of the risks arising from the use of these assets, and believes it will be awarded a new concession upon the expiration of the Gaming Concession Contract, the Company will continue to recognize the casino areas and gaming equipment as property and equipment over their remaining estimated useful lives. Pursuant to the Gaming Concession Contract, Wynn Macau SA will revert to the Macau government the casino areas and gaming equipment, without compensation and free of encumbrance, upon the rescission or termination of the gaming concession on December 31, 2032.

In exchange for the use of casino areas and gaming equipment in the operations of games of chance at Wynn Macau and Wynn Palace under the Property Transfer Agreements, Wynn Macau SA has agreed to pay the Macau government an annual amount of MOP 53.1  million (approximately $ 6.6  million) in the year ending December 31, 2023, subject to adjustment in each year based on the average price index in Macau for the years ending December 31, 2024, and 2025, and an annual amount of MOP 177.0  million (approximately $ 22.1  million) in the year ending December 31, 2026, subject to adjustment annually based on the average price index in Macau for each of the remaining years of the term of the Gaming Concession Contract through December 31, 2032.

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Note 6 - Intangible Assets, net

I ntangible assets, net consisted of the following (in thousands):
 December 31,
2025 2024
Finite-lived intangible assets:
     Macau gaming concession $ 210,105   $ 210,630  
     Less: accumulated amortization ( 63,031 ) ( 42,126 )
147,074   168,504  

     Massachusetts gaming license 117,700   117,700  
     Less: accumulated amortization ( 51,178 ) ( 43,331 )
66,522   74,369  

     Other finite-lived intangible assets 5,400   5,400  
     Less: accumulated amortization ( 3,151 ) ( 2,071 )
2,249   3,329  

     Total finite-lived intangible assets 215,845   246,202  

Indefinite-lived intangible assets:
Water rights and other 8,397   8,397  
     Total indefinite-lived intangible assets 8,397   8,397  

Total intangible assets, net
$ 224,242   $ 254,599  

Massachusetts Finite-Lived Intangible Assets

The Massachusetts gaming license is a finite-lived intangible asset that is being amortized over the 15 year life of the license. The Company expects that amortization of the Massachusetts gaming license will be $ 7.8 million each year from 2026 through 2033, and $ 3.7 million in 2034.

Macau Gaming Concession

On January 1, 2023, the Company recognized an intangible asset and financial liability of MOP 1.68  billion (approximately $ 209.6  million), representing the right to operate games of chance at Wynn Palace and Wynn Macau and the unconditional obligation to make payments under the Gaming Concession Contract. This intangible asset comprises the contractually obligated annual payments of fixed and variable premiums, as well as fees associated with the Property Transfer Agreements (as described in Note 5, "Property and Equipment, net"). The contractually obligated annual variable premium payments associated with the intangible asset were determined using the total number of gaming tables and gaming machines that Wynn Macau SA is currently approved to operate by the Macau government. In the accompanying Consolidated Balance Sheets, the noncurrent portion of the financial liability is included in "Other long-term liabilities" and the current portion is included in "Other accrued liabilities." The intangible asset is being amortized on a straight-line basis over the 10 -year term of the Gaming Concession Contract. The Company expects that amortization of the Macau Gaming Concession will be $ 21.0  million each year from 2026 to 2032.

As of December 31, 2025, the Company expects to pay fixed and variable premium payment amounts of $ 14.5  million in each of the years ending December 31, 2026, 2027, 2028, 2029, and 2030, and an aggregate amount of $ 30.0  million thereafter through December 31, 2032.

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Note 7 - Long-Term Debt

Long-term debt consisted of the following (in thousands):
December 31,
2025 2024
Macau Related:
WM Cayman II Revolver, due 2028 (1)
$ 1,149,597   $ 1,151,874  
WML 5 1/2% Senior Notes, due 2026 —   1,000,000  
WML 5 1/2% Senior Notes, due 2027 750,000   750,000  
WML 5 5/8% Senior Notes, due 2028 1,350,000   1,350,000  
WML 5 1/8% Senior Notes, due 2029 1,000,000   1,000,000  
WML 6 3/4% Senior Notes, due 2034 1,000,000   —  
WML 4 1/2% Convertible Bonds, due 2029 (2)
600,000   600,000  

U.S. and Corporate Related:
WRF Credit Facilities (3) :

  WRF Term Loan, due 2027 —   763,125  
WRF Term Loan, due 2030 752,813   —  
WLV 5 1/4% Senior Notes, due 2027 880,000   880,000  
WRF 5 1/8% Senior Notes, due 2029 750,000   750,000  
WRF 7 1/8% Senior Notes, due 2031 1,000,000   1,000,000  
WRF 6 1/4% Senior Notes, due 2033 800,000   800,000  
Retail Term Loan, due 2027 (4)
600,000   600,000  
10,632,410   10,644,999  
WML Convertible Bond Conversion Option Derivative 32,586   33,007  
Less: Unamortized debt issuance costs and original issue discounts and premium, net ( 118,184 ) ( 136,272 )
10,546,812   10,541,734  
Less: Current portion of long-term debt ( 9,410 ) ( 41,250 )
Total long-term debt, net of current portion $ 10,537,402   $ 10,500,484  

(1) As of December 31, 2025, the borrowings under the WM Cayman II Revolver bear interest at the term secured overnight financing rate ("Term SOFR") plus a credit adjustment spread of 0.10 % or the Hong Kong Interbank Offered Rate ("HIBOR"), in each case plus a margin of 1.875 % to 2.875 % per annum based on WM Cayman II’s leverage ratio on a consolidated basis. Approximately $ 239.1  million and $ 910.5  million of the WM Cayman II Revolver bears interest at a rate of Term SOFR plus 1.975 % per year and HIBOR plus 1.875 % per year, respectively. As of December 31, 2025 and 2024, the weighted average interest rate was approximately 5.10 % and 6.43 %, respectively. As of December 31, 2025, the available borrowing capacity under the WM Cayman II Revolver was $ 1.36  billion.
(2) As of December 31, 2025, the net carrying amount of the WML Convertible Bonds was $ 519.2  million, with unamortized debt discount and debt issuance costs of $ 80.8  million. The Company recorded contractual interest expense of $ 27.0  million, $ 27.0  million, and $ 22.1  million and amortization of discounts and issuance costs of $ 20.8  million, $ 18.9  million, and $ 14.2  million during the years ended December 31, 2025, 2024, and 2023.
(3) The WRF Credit Facilities bear interest at a rate of Term SOFR plus 1.75 % per year. As of December 31, 2025 and 2024, the weighted average interest rate was approximately 5.47 % and 6.21 %, respectively. Additionally, as of December 31, 2025, the available borrowing capacity under the WRF Revolver was $ 1.23  billion, net of $ 14.3  million in outstanding letters of credit.
(4) As of December 31, 2025 and 2024, the Retail Term Loan bore interest at a rate of adjusted daily simple secured overnight financing rate ("SOFR") plus 2.15 % and had an effective interest rate of 5.54 %.

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Macau Related Debt

WM Cayman II Revolver

In September 2021, WM Cayman Holdings Limited II, an indirect wholly owned subsidiary of WML, as borrower ("WM Cayman II") and WML as guarantor, each an indirect subsidiary of Wynn Resorts, entered into a facility agreement with, among others, Bank of China Limited, Macau Branch as agent and a syndicate of lenders (the "Facility Agreement"), pursuant to which the lenders will make available in an aggregate amount of $ 1.50  billion equivalent revolving unsecured credit facility consisting of a U.S. dollar tranche in an amount of $ 312.5  million ("Facility A") and a Hong Kong dollar tranche ("Facility B") in an amount of HK$ 9.26  billion (approximately $ 1.19  billion) to WM Cayman II (the "WM Cayman II Revolver"). WM Cayman II has the ability to upsize the total WM Cayman II Revolver by an additional $ 1.00  billion equivalent under the Facility Agreement and related agreements upon the satisfaction of various conditions (the "Accordion Feature"). WML , as guarantor, may be subject to certain restrictions on payments of dividends or distributions to its shareholders, unless certain financial criteria have been satisfied through the Facility Agreement.

Pursuant to the Facility Agreement, as amended in May 2022, June 2023 and September 2024 (the "Amended and Restated Facility Agreement"), loans provided under Facility A bear interest at a variable rate per annum equal to: (a) Term SOFR, plus a credit adjustment spread of 0.10 % (subject to a minimum floor of 0.00 %), plus (b) a margin of 1.875 % to 2.875 % based on the consolidated leverage ratio of WM Cayman II and its subsidiaries (as calculated pursuant to the Amended and Restated Facility Agreement), and loans provided under Facility B bear interest at a variable rate per annum equal to: (i) HIBOR plus (ii) a margin of 1.875 % to 2.875 % based on the consolidated leverage ratio of WM Cayman II and its subsidiaries (as calculated pursuant to the Amended and Restated Facility Agreement). Loans outstanding under the WM Cayman II Revolver have a maturity date of September 16, 2028, or the immediately preceding business day if September 16, 2028 is not a business day.

In July 2025, WM Cayman II increased borrowing capacity under the WM Cayman II Revolver by an additional aggregate amount of $ 1.00  billion equivalent through the exercise of the Accordion Feature under the Amended and Restated Facility Agreement. As a result, the total committed amount of the WM Cayman II Revolver has increased to $ 2.50  billion equivalent. In connection with the exercise of the accordion feature on the WM Cayman II Revolver, the Company recorded debt issuance costs of $ 11.6  million within the Consolidated Balance Sheet as of December 31, 2025.

WML Convertible Bonds

In March 2023, WML completed an offering of $ 600  million 4.50 % convertible bonds due 2029 (the "WML Convertible Bonds"). The WML Convertible Bonds are governed by a trust deed dated March 7, 2023 (the "Trust Deed"), between WML and DB Trustees (Hong Kong) Limited, as trustee. WML, DB Trustees (Hong Kong) Limited, as trustee, and Deutsche Bank Trust Company Americas entered into an agency agreement, appointing Deutsche Bank Trust Company Americas as the principal paying agent, principal conversion agent, transfer agent and registrar in relation to the WML Convertible Bonds.

The WML Convertible Bonds bear interest on their outstanding principal amount from and including March 7, 2023 at the rate of 4.50 % per annum, payable semi-annually in arrears on March 7 and September 7 of each year. At any time on or after April 17, 2023, the WML Convertible Bonds are convertible at the option of the holder thereof into fully paid ordinary shares of WML, each with a nominal value of HK$ 0.001 per share ("Ordinary Shares"), at the initial conversion price of approximately HK$ 10.24 (equivalent to approximately $ 1.32 ) per share, subject to and upon compliance with the terms and conditions of the WML Convertible Bonds (the "Terms and Conditions," and such right, the "Conversion Right"). The conversion price is at the fixed exchange rate of HK$ 7.8497 per $1.00, subject to standard adjustments for certain dilutive events as described in the Terms and Conditions. WML has the option upon conversion by a bondholder to pay an amount of cash equivalent described in the Terms and Conditions in order to satisfy such Conversion Right in whole or in part. As of December 31, 2025, the adjusted conversion price was HK$ 9.39 (equivalent to approximately $ 1.21 ) per share as a result of dividend payments made by WML through December 31, 2025.

Holders of the WML Convertible Bonds have the option to require WML to redeem all or some of such holder’s WML Convertible Bonds (i) on March 7, 2027 at their principal amount together with interest accrued but unpaid to, but excluding, the date fixed for redemption; or (ii) on the Relevant Event Redemption Date (as defined in the Terms and Conditions) at their principal amount together with interest accrued but unpaid to, but excluding, such date, following the occurrence of (a) when the Ordinary Shares cease to be listed or admitted to trading or are suspended from trading for a period equal to or exceeding 10 consecutive trading days on the Stock Exchange of Hong Kong Limited ("HKSE"), or if applicable, the alternative stock
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WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

exchange, (b) when there is a Change of Control (as defined in the Terms and Conditions), or (c) when less than 25% of WML’s total number of issued Ordinary Shares are held by the public (as interpreted under Rule 8.24 of the Rules Governing the Listing of Securities on the HKSE).

The WML Convertible Bonds may also be redeemed at the option of WML under certain circumstances specified in the Terms and Conditions, in whole, but not in part, at any time after March 7, 2027, but prior to March 7, 2029, upon giving notice to the bondholders in accordance with the Terms and Conditions. The WML Convertible Bonds constitute direct, unsubordinated, unconditional and, subject to the Terms and Conditions, unsecured obligations of WML and rank pari passu and without any preference or priority among themselves. The Ordinary Shares to be issued upon exercise of Conversion Right will be fully-paid and will in all respects rank pari passu with the fully-paid Ordinary Shares in issue on the relevant registration date set forth in the Terms and Conditions.

The Trust Deed contains covenants limiting WML's and all of its subsidiaries' ability to, among other things, create, permit to subsist or arise or have outstanding any mortgage, charge, pledge, lien or other encumbrance or certain security interest; consolidate or merge with or into another company; and sell, assign, transfer, convey or otherwise dispose of all or substantially all of its and its subsidiaries’ properties or assets, with certain exceptions. The Trust Deed also contains customary events of default.

The Company determined that the conversion feature contained within the WML Convertible Bonds is required to be bifurcated from the debt host contract and accounted for as a free-standing derivative (the "WML Convertible Bond Conversion Option Derivative") recorded within Long-term debt within the accompanying Consolidated Balance Sheet. In accordance with applicable accounting standards, the WML Convertible Bond Conversion Option Derivative is reported at fair value as of the end of each reporting period, with changes recognized in the statements of income. For more information, see Note 8 - "Derivative Instruments."

WML Senior Notes

In August 2025, WML issued $ 1.00  billion aggregate principal amount of 6 3/4% Senior Notes due 2034 (the "2034 WML Senior Notes") pursuant to an indenture between WML and Deutsche Bank Trust Company Americas, as trustee. The 2034 WML Senior Notes were issued at par for proceeds of $ 989.0  million, net of $ 11.0  million of related fees and expenses. In connection with the issuance of the 2034 WML Senior Notes, the Company recorded debt issuance costs of $ 11.0  million within the Consolidated Balance Sheet.

In September 2025, in accordance with the terms and conditions of the WML 5 1/2% Senior Notes due 2026 ("2026 WML Senior Notes") indenture, WML used the net proceeds from the 2034 WML Senior Notes, along with cash on hand, to redeem in full the outstanding $ 1.00  billion aggregate principal amount of 2026 WML Senior Notes at a price equal to 100 % of the principal amount.