10-K – 2026-03-02 – wynn-20251231.htm

WML 5 1/2% Senior Notes due 2027, WML 5 5/8% Senior Notes due 2028, WML 5 1/8% Senior Notes due 2029 and 2034 WML Senior Notes (collectively, the "WML Senior Notes") bear interest at each of their respective interest rates and interest is payable semi-annually. The WML Senior Notes are WML's general unsecured obligations and rank pari passu in right of payment with all of WML's existing and future senior unsecured indebtedness, will rank senior to all of WML's future subordinated indebtedness, if any; will be effectively subordinated to all of WML's future secured indebtedness to the extent of the value of the assets securing such debt; and will be structurally subordinated to all existing and future obligations of WML's subsidiaries, including the WM Cayman II Revolver. The WML Senior Notes are not registered under the Securities Act of 1933, as amended (the "Securities Act") and are subject to restrictions on transferability and resale.

The WML Senior Notes were issued pursuant to indentures between WML and Deutsche Bank Trust Company Americas, as trustee (the "WML Senior Notes Indentures"). The WML Senior Notes Indentures contain covenants limiting WML’s (and certain of its subsidiaries’) ability to, among other things: merge or consolidate with another company; transfer or sell all or substantially all of its properties or assets; and lease all or substantially all of its properties or assets. The WML Senior Notes Indentures also contain customary events of default. In the case of an event of default arising from certain events of bankruptcy or insolvency, all WML Senior Notes then outstanding will become due and payable immediately without further action or notice.

Upon the occurrence of (a) any event after which none of WML or any subsidiary of WML has the applicable gaming concessions or authorizations in Macau in substantially the same manner and scope as WML and its subsidiaries are entitled to
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at the date on which each of the WML Senior Notes are issued, for a period of 10 consecutive days or more, and such event has a material adverse effect on WML and its subsidiaries, taken as a whole; or (b) the termination or modification of any such concessions or authorizations which has a material adverse effect on WML and its subsidiaries, taken as a whole, each holder of the WML Senior Notes will have the right to require WML to repurchase all or any part of such holder’s WML Senior Notes at a purchase price in cash equal to 100 % of the principal amount thereof, plus accrued and unpaid interest. If WML undergoes a Change of Control (as defined in the WML Senior Notes Indentures), it must offer to repurchase the WML Senior Notes at a price equal to 101 % of the aggregate principal amount thereof, plus accrued and unpaid interest.

U.S. and Corporate Related Debt
WRF Credit Facilities

During 2019, Wynn Resorts Finance, LLC ("WRF") entered into a credit agreement (the "WRF Credit Agreement") providing for a first lien term loan facility in an aggregate principal amount of $ 1.00  billion (the "WRF Term Loan") and a first lien revolving credit facility in an aggregate principal amount of $ 850.0  million (the "WRF Revolver" and together with the WRF Term Loan, the "WRF Credit Facilities").

In May 2023 and September 2024, WRF and certain of its subsidiaries amended the WRF Credit Agreement (the "WRF Facility Amendments" and together the "2024 WRF Credit Agreement"). Following the WRF Facility Amendments, the aggregate principal amount of revolving commitments under the WRF Revolver was reduced from $ 850.0  million to $ 750.0 million and the stated maturity date of term loan and revolving commitments was extended from September 20, 2024 to September 20, 2027.

In June 2025, WRF and certain of its subsidiaries amended the 2024 WRF Credit Agreement (the "2025 WRF Facility Amendment" and together the "2025 WRF Credit Agreement") to (i) extend 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) extend 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 loans from September 20, 2027 to June 12, 2030, and (iii) allow for $ 500.0  million of incremental extended revolving commitments with a stated maturity date of June 12, 2030. In addition, mandatory quarterly repayments on the outstanding term loans were extended, with quarterly repayments of $ 4.7  million due beginning in September 2026, increasing to $ 9.4  million each quarter beginning in September 2027. In connection with the 2025 WRF Facility Amendment, the Company recognized a loss on debt financing transactions of $ 1.1  million within the accompanying Consolidated Statement of Income for the year ended December 31, 2025, and the Company recorded debt issuance costs of $ 5.9  million within the Consolidated Balance Sheet as of December 31, 2025.

Subject to certain exceptions, the WRF Credit Facilities bear interest at Term SOFR plus  1.75 % per annum. The annual fee required to pay for unborrowed amounts under the WRF Revolver, if any, is  0.25 % per annum.

The 2025 WRF Credit Agreement contains customary representations and warranties, events of default and negative and affirmative covenants, including, but not limited to, covenants that restrict our ability to pay dividends or distributions to any direct or indirect subsidiaries, to incur and/or repay indebtedness, to make certain restricted payments, and to enter into mergers and acquisitions, negative pledges, liens, transactions with affiliates, and sales of assets. In addition, WRF is subject to financial covenants, including maintaining a Consolidated First Lien Net Leverage Ratio, as defined in the 2025 WRF Credit Agreement. The Consolidated Senior Secured Net Leverage Ratio is not to exceed  3.75  to 1.00.

The WRF Credit Facilities are guaranteed by each of WRF's existing and future wholly owned domestic restricted subsidiaries (the "Guarantors"), subject to certain exceptions, and are secured by a first priority lien on substantially all of WRF's and each of the guarantors' existing and future property and assets, subject to certain exceptions, including a limitation on the amount of collateral granted by Wynn Las Vegas, LLC ("WLV") and its subsidiaries so as to not violate the indenture governing WLV's outstanding senior notes.

WRF Senior Notes

In April 2020, WRF and its subsidiary Wynn Resorts Capital Corp. (collectively with WRF, the "WRF Issuers"), each an indirect wholly owned subsidiary of the Company, issued $ 750.0  million aggregate principal amount of 5 1/8% Senior Notes due 2029 (the "2029 WRF Senior Notes").

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In February 2023, the WRF Issuers issued $ 600.0  million aggregate principal amount of 7 1/8% Senior Notes due 2031 (the "2031 WRF Senior Notes") in a private offering. The 2031 WRF Senior Notes were issued at par, for net proceeds of $ 596.2  million, which were used to repurchase WRF senior notes outstanding at that time.

In February 2024, the WRF Issuers issued an additional $ 400.0  million aggregate principal amount of 7 1/8% Senior Notes due 2031 (the "2031 WRF Add-On Senior Notes"), and collectively with the 7 1/8% Senior Notes due 2031 (the "2031 WRF Senior Notes"). The 2031 WRF Add-On Senior Notes were issued at a price equal to 103.00 % of the principal amount plus accrued interest, resulting in net proceeds of $ 409.5  million.

In September 2024, the WRF Issuers issued $ 800.0  million aggregate principal amount of 6 1/4% Senior Notes due 2033 (the "2033 WRF Senior Notes") in a private offering exempt from the registration requirements of the Securities Act, as amended. The 2033 WRF Senior Notes were issued at par, for net proceeds of $ 795.0  million.

The 2029 WRF Senior Notes, the 2031 WRF Senior Notes and the 2033 WRF Senior Notes (collectively the "WRF Senior Notes") were issued pursuant to indentures (the "WRF Indentures") among the WRF Issuers, the Guarantors party thereto, and U.S. Bank National Association, as trustee (the "Trustee"). The WRF Senior Notes bear interest at each of their respective interest rates and interest is payable semi-annually.

The WRF Senior Notes are the WRF Issuers' senior unsecured obligations and rank pari passu in right of payment with the WLV Senior Notes (as defined below), and rank equally in right of payment with Wynn Las Vegas' guarantee of the WRF Credit Facilities, and rank senior in right of payment to all of the WRF Issuers' existing and future subordinated debt. The WRF Senior Notes are effectively subordinated in right of payment to all of the WRF Issuers' existing and future secured debt (to the extent of the value of the collateral securing such debt), and structurally subordinated to all of the liabilities of any of the WRF Issuers' subsidiaries that do not guarantee the WRF Senior Notes, including WML and its subsidiaries.

The WRF Senior Notes are jointly and severally guaranteed by each of WRF's existing domestic restricted subsidiaries that guarantee indebtedness under the WRF Credit Agreement, including Wynn Las Vegas, LLC and each of its subsidiaries that guarantees the WLV Senior Notes. The guarantees are senior unsecured obligations of the Guarantors and rank senior in right of payment to all of their future subordinated debt. The guarantees rank equally in right of payment with all existing and future liabilities of the Guarantors that are not so subordinated and will be effectively subordinated in right of payment to all of such Guarantors' existing and future secured debt (to the extent of the collateral securing such debt).

The WRF Indentures contains covenants that limit the ability of the WRF Issuers and the Guarantors to, among other things, enter into sale-leaseback transactions, create or incur liens to secure debt, and merge, consolidate or sell all or substantially all of the WRF Issuers' assets. These covenants are subject to exceptions and qualifications set forth in the WRF Indentures. The WRF Indentures also contain customary events of default, including, but not limited to, failure to make required payments, failure to comply with certain covenants, certain events of bankruptcy and insolvency, and failure to pay certain judgments.

The WRF Senior Notes were offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act. The WRF Senior Notes have not been and will not be registered under the Securities Act or under any state securities laws. Therefore, the WRF Senior Notes may not be offered or sold within the U.S. to, or for the account or benefit of, any U.S. person unless the offer or sale would qualify for a registration exemption from the Securities Act and applicable state securities laws.

WLV Senior Notes

Wynn Las Vegas, LLC and Wynn Las Vegas Capital Corp. ("Capital Corp." and together with Wynn Las Vegas, LLC, the "Issuers") issued $ 900.0 million 5 1/4% Senior Notes due 2027 (the "2027 WLV Senior Notes") pursuant to an indenture dated May 11, 2017 (the "2027 Indenture"), among the Issuers, the WLV Guarantors (as defined below) and the Trustee.

In 2018, Wynn Resorts purchased $ 20.0  million principal amount of 2027 WLV Senior Notes through open market purchases. As of December 31, 2025, Wynn Resorts holds the 2027 WLV Senior Notes and has not contributed it to its wholly owned subsidiary, WLV.

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The 2027 WLV Senior Notes are the WLV Issuers' senior unsecured obligations and each rank pari passu in right of payment. The 2027 WLV Senior Notes are unsecured, except by the first priority pledge by Wynn Las Vegas Holdings, LLC ("WLVH"), a direct wholly owned subsidiary of Wynn Resorts Finance, LLC, of its equity interests in Wynn Las Vegas, LLC. If Wynn Resorts receives an investment grade rating from one or more ratings agencies, the first priority pledge securing the 2027 WLV Senior Notes will be released.

The 2027 WLV Senior Notes are jointly and severally guaranteed by all of the WLV Issuers' subsidiaries, other than Capital Corp., which was a co-issuer (the "WLV Guarantors"). The guarantees are senior unsecured obligations of the WLV Guarantors and rank senior in right of payment to all of their existing and future subordinated debt. The guarantees rank equally in right of payment with all existing and future liabilities of the WLV Guarantors that are not so subordinated and will be effectively subordinated in right of payment to all of such WLV Guarantors' existing and future secured debt (to the extent of the collateral securing such debt).

The 2027 Indenture contains covenants limiting the WLV Issuers' and the WLV Guarantors' ability to create liens on assets to secure debt; enter into sale-leaseback transactions; and merge or consolidate with another company. These covenants are subject to a number of important and significant limitations, qualifications and exceptions. Events of default under the 2027 Indenture includes, among others, the following: default for 30 days in the payment of interest when due on the 2027 WLV Senior Notes; default in payment of the principal or premium, if any, when due on the 2027 WLV Senior Notes; failure to comply with certain covenants in the 2027 Indenture; and certain events of bankruptcy or insolvency. In the case of an event of default arising from certain events of bankruptcy or insolvency with respect to the Issuers or any WLV Guarantor, all 2027 WLV Senior Notes then outstanding will become due and payable immediately without further action or notice.

The Issuers and certain of their subsidiaries will guarantee and secure their obligation under the WRF Credit Facilities with liens on substantially all of their assets, with such liens limiting the amount of such obligations secured to 15 % of their total assets.

The 2027 WLV Senior Notes were offered pursuant to an exemption under the Securities Act only to qualified institutional buyers in reliance on Rule 144A under the Securities Act. The 2027 WLV Senior Notes have not been and will not be registered under the Securities Act or under any state securities laws. Therefore, the 2027 WLV Senior Notes may not be offered or sold within the U.S. to, or for the account or benefit of, any U.S. person unless the offer or sale would qualify for a registration exemption from the Securities Act and applicable state securities laws.

Retail Term Loan

In 2018, Wynn/CA Plaza Property Owner, LLC and Wynn/CA Property Owner, LLC (collectively, the "Retail Borrowers"), subsidiaries of the Retail Joint Venture, entered into a term loan agreement (together with its subsequent amendments, the "Retail Term Loan Agreement"). On June 2, 2023, the Borrowers entered into an amendment effective as of July 3, 2023, which amended the Retail Term Loan Agreement to transition the benchmark interest rate applicable to the secured loan in an aggregate principal amount of $ 615.0  million issued to the Borrowers thereunder from LIBOR to SOFR and to make related conforming changes to the Retail Term Loan Agreement. The Retail Term Loan Agreement provides for a term loan facility to the Retail Borrowers of $ 615.0  million (the "Retail Term Loan"). The Retail Term Loan is secured by substantially all of the assets of the Retail Borrowers. The Retail Borrowers distributed approximately $ 589 million of the net proceeds of the Retail Term Loan to their members on a proportionate basis to each member's ownership percentage. The Retail Borrowers may prepay the Retail Term Loan, in whole or in part, at any time with no premium above the principal amount.

In October 2024, the Retail Borrowers entered into a third amendment (the "Retail Term Loan Amendment") to their existing term loan agreement. The Retail Term Loan Amendment, amends the Retail Term Loan Agreement to, among other things: (i) extend the scheduled maturity date of the term loan to July 24, 2027; (ii) provide for an interest rate on the term loan equal to One Month Term SOFR (as defined in, and determined in accordance with, the Retail Term Loan Agreement) plus a spread of 215 basis points; and (iii) require that the Retail Borrowers meet a specified maximum loan to value ratio annually (which, if not met, triggers a mandatory excess cash sweep until such ratio has been achieved) as well as certain specified minimum debt yields. In connection with, and as provided under, the Retail Term Loan Amendment, the Retail Borrowers made a principal prepayment of the term loan in the amount of $ 15.0  million.

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In accordance with the terms of the Retail Term Loan Amendment, the Retail Borrowers entered into an interest rate swap agreement in October 2024 with a notional value of $ 600.0  million. The interest rate swap effectively fixes the variable component of the interest rate on the Retail Term Loan at 3.385 % whereby the Retail Borrowers will pay the counterparty 3.385 % and the counterparty will pay the Retail Borrowers one-month SOFR. The interest rate swap settles monthly through the termination date in February 2027. The Company measures the fair value of the interest rate swap at each balance sheet date based on a discounting the future cash flows of both the fixed and variable rate interest payments based on market yield curves, with changes in fair value recorded in earnings. As of December 31, 2025, the fair value of the interest rate swap was a liability of $ 0.1  million, of which $ 0.2  million was recorded in Other long-term liabilities and $ 0.1  million was recorded in Prepaid expenses and other in the accompanying Consolidated Balance Sheets.

The Retail Term Loan Agreement contains customary representations and warranties, events of default and affirmative and negative covenants for debt facilities of this type, including, among other things, limitations on leasing matters, incurrence of indebtedness, distributions and transactions with affiliates. The Retail Term Loan Agreement also provides for customary sweeps of the Retail Borrowers' excess cash in the event of a default or in the event the Retail Borrowers fail to maintain certain financial ratios as defined in the Retail Term Loan Agreement. In addition, the Company will indemnify the lenders under the Retail Term Loan and be liable, in each case, for certain customary environmental and non-recourse carve out matters pursuant to a hazardous materials indemnity agreement and a recourse indemnity agreement, each entered into concurrently with the execution of the Retail Term Loan Agreement.

Debt Covenant Compliance

As of December 31, 2025, management believes the Company was in compliance with all debt covenants.

Scheduled Maturities of Long-Term Debt

Scheduled maturities of long-term debt as of December 31, 2025 were as follows (in thousands):

Years Ending December 31,
2026 $ 9,410  
2027 (1)
2,858,231  
2028 2,537,237  
2029 1,787,641  
2030 639,891  
Thereafter 2,800,000  
10,632,410  
WML Convertible Bond Conversion Option Derivative 32,586  
Unamortized debt issuance costs and original issue discounts and premium, net ( 118,184 )
$ 10,546,812  

(1)    Includes the aggregate principal amount of WML Convertible Bonds with a stated maturity date of March 7, 2029, which WML may be required to redeem at the option of bond holders on March 7, 2027.

Fair Value of Long-Term Debt

The estimated fair value of the Company's long-term debt as of December 31, 2025 and 2024, was approximately $ 10.74 billion and $ 10.46 billion, respectively, compared to its carrying value, excluding debt issuance costs and original issue discount and premium, of $ 10.63 billion, and $ 10.64 billion, respectively. The estimated fair value of the Company's long-term debt is based on recent trades, if available, and indicative pricing from market information (Level 2 inputs).

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Note 8 - Derivative Instruments

WML Convertible Bond Conversion Option

An embedded derivative is a feature contained within a contract that affects some or all of the cash flows or the value of other exchanges required by the contract in a manner similar to a derivative instrument. Embedded derivatives are required to be bifurcated and accounted for separately from the host contract and carried at fair value when: (a) the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract; and (b) a separate, freestanding instrument with the same terms would qualify as a derivative instrument. 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. 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 following table sets forth the inputs to the lattice models that were used to value the embedded derivative:

December 31, 2025 December 31, 2024
WML stock price HK$ 5.94   HK$ 5.39  
Estimated volatility 29.2   % 31.2   %
Risk-free interest rate 2.7   % 3.6   %
Expected term (years) 3.2 4.2
Dividend yield 0.0   % 0.0   %

In connection with the completion of the offering of the WML Convertible Bonds in March 2023, the Company recognized a debt discount and a corresponding liability for the embedded derivative, based on an estimated fair value of $ 123.5  million. The debt discount will be amortized to interest expense over the term of the WML Convertible Bonds using the effective interest method. As of December 31, 2025 and 2024, the estimated fair value of the embedded derivative was a liability of $ 32.6  million and $ 33.0  million, recorded within Long-term debt within the accompanying Consolidated Balance Sheet. In connection with the change in fair value, the Company recorded a gain of $ 0.4  million, $ 40.7  million, and $ 49.7  million within Change in derivatives fair value in the accompanying Consolidated Statements of Income for the years ended December 31, 2025, 2024, and 2023.

Foreign Currency Swaps

During the year ended December 31, 2025, the Company entered into foreign currency swap agreements (the "Foreign Currency Swaps") 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.

As of December 31, 2025, the net fair value of the Foreign Currency Swaps was a liability of $ 36.0  million, with $ 17.0  million recorded in Prepaid expenses and other and $ 53.0  million recorded in Other long-term liabilities in the accompanying Consolidated Balance Sheets. The fair values of the Foreign Currency Swaps were estimated based on discounted future cash flows, incorporating foreign currency spot rates and market yield curves (Level 2 inputs). Gains and losses on the Foreign Currency Swaps are recorded in earnings, as these instruments are not designated as hedges. The
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Company recorded a loss of $ 27.6  million during the year ended December 31, 2025 within Change in derivatives fair value in the accompanying Consolidated Statements of Income.

Note 9 - Stockholders' Deficit

Equity Repurchase Program

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 $ 766.0  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.

During the year ended December 31, 2025, the Company repurchased 4,365,212 shares of its common stock at an average price of $ 82.06 per share for an aggregate cost of $ 358.2  million under the equity repurchase program. During the year ended December 31, 2024, the Company repurchased 4,349,779 shares of its common stock at an average price of $ 88.75 per share for an aggregate cost of $ 386.0  million under the equity repurchase program. As of December 31, 2025, the Company had $ 454.9 million in repurchase authority remaining under the program.

Dividends

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.

The Company paid a cash dividend of $ 0.25 per share on its common stock in each of the quarters ended March 31, 2024, June 30, 2024, September 30, 2024, and December 31, 2024 and recorded an aggregate amount of $ 111.1  million against accumulated deficit in the year ended December 31, 2024.

The Company paid a cash dividend of $ 0.25 per share on its common stock in each of the quarters ended June 30, 2023, September 30, 2023, and December 31, 2023 and recorded an aggregate amount of $ 85.1  million against accumulated deficit in the year ended December 31, 2023.

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.

Noncontrolling Interests

Wynn Macau, Limited

WML's ordinary shares of common stock are listed on The Stock Exchange of Hong Kong Limited. As of December 31, 2025, the Company owned approximately 72 % of this subsidiary's common stock. The shares of WML were not and will not be registered under the Securities Act and may not be offered or sold in the U.S. absent a registration under the Securities Act, or an applicable exception from such registration requirements.

WML paid cash dividends of HK$ 0.185 per share in both June 2025 and September 2025, a total U.S. dollar equivalent of approximately $ 249.0  million for the year ended December 31, 2025 . The Company's share of these dividends was $ 177.7  million and the noncontrolling interest holders' share was $ 71.3  million.

WML paid cash dividends of HK$ 0.075 per share in both June 2024 and September 2024, a total U.S. dollar equivalent of approximately $ 100.9  million for the year ended December 31, 2024. The Company's share of these dividends was $ 72.1  million and the noncontrolling interest holders' share was $ 28.8  million.

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WML Securities Lending Agreement

In connection with the WML Convertible Bonds Offering, WM Cayman Holdings I Limited ("WM Cayman I"), a wholly owned subsidiary of the Company and holder of our approximate 72 % ownership interest in WML, entered into a stock borrowing and lending agreement with Goldman Sachs International (the "WML Stock Borrower") in March 2023 (the "Securities Lending Agreement"), pursuant to which WM Cayman I has agreed to lend to the WML Stock Borrower up to 459,774,985 of its ordinary share holdings in WML, upon and subject to the terms and conditions in the Securities Lending Agreement. WM Cayman I may, at its sole discretion, terminate any stock loan by giving the WML Stock Borrower no less than five business days' notice. The Securities Lending Agreement terminates on the date on which the WML Convertible Bonds have been redeemed, or converted in full, whichever is the earlier. As of the date of this report, the WML Stock Borrower held 79,774,985 WML shares under the Securities Lending Agreement.

Retail Joint Venture

During the years ended December 31, 2025, 2024 and 2023, the Retail Joint Venture made aggregate distributions of $ 25.7 million, $ 17.0 million, and $ 22.6  million, respectively, to its non-controlling interest holder. For more information on the Retail Joint Venture, see Note 19, "Retail Joint Venture."

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Note 10 - Fair Value Measurements

The following tables present assets and liabilities carried at fair value (in thousands):
Fair Value Measurements Using:
December 31, 2025 Quoted
Market
Prices in
Active
Markets
(Level 1) Other
Observable
Inputs
(Level 2) Unobservable
Inputs
(Level 3)
Assets:
Cash equivalents $ 166,025   $ 6,544   $ 159,481   $ —  
Restricted cash $ 96,653   $ 6,631   $ 90,022   $ —  
Fixed deposits $ 475,000   $ —   $ 475,000   $ —  
Foreign Currency Swaps (see Note 8)
$ 16,980   $ —   $ 16,980   $ —  
Interest rate swap $ 124   $ —   $ 124   $ —  

Liabilities:
WML Convertible Bond Conversion Option Derivative (see Note 8)
$ 32,586   $ —   $ —   $ 32,586  
Foreign Currency Swaps (see Note 8)
$ 53,036   $ —   $ 53,036   $ —  
Interest rate swap $ 268   $ —   $ 268   $ —  

Fair Value Measurements Using:
December 31, 2024 Quoted
Market
Prices in
Active
Markets
(Level 1) Other
Observable
Inputs
(Level 2) Unobservable
Inputs
(Level 3)
Assets:
Cash equivalents $ 787,004   $ —   $ 787,004   $ —  
Restricted cash $ 95,638   $ 6,434   $ 89,204   $ —  
Interest rate swap $ 7,510   $ —   $ 7,510   $ —  

Liabilities:
WML Convertible Bond Conversion Option Derivative (see Note 8)
$ 33,007   $ —   $ —   $ 33,007  

Note 11 - Benefit Plans

Defined Contribution Plans

The Company established a retirement savings plan under Section 401(k) of the Internal Revenue Code covering its U.S. non-union employees in July 2000. The plan allows employees to defer, within prescribed limits, a percentage of their income through contributions to this plan. The Company matches 50 % of employee contributions, up to 6 % of employees' eligible compensation. During the years ended December 31, 2025, 2024 and 2023, the Company recorded matching contribution expenses of $ 11.2 million, $ 9.6 million, and $ 10.2 million, respectively.

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Wynn Macau SA also operates a defined contribution retirement benefit plan (the "Wynn Macau Plan"). Eligible employees are allowed to contribute 5 % of their base salary to the Wynn Macau Plan and the Company matches any contributions. On July 1, 2019, the Company offered the option for the eligible Macau resident employees to join the non-mandatory central provident fund (the "CPF") system. Eligible Macau resident employees joining the Company from July 1, 2019 onwards have the option of enrolling in the CPF system while the Company's existing Macau resident employees who are currently members of the Wynn Macau Plan will be provided with the option of joining the CPF system or staying in the existing Wynn Macau Plan, which will continue to be in effect in parallel. The CPF system allows eligible employees to contribute 5 % or more of their base salary to the CPF while the Company matches with a 5 % of such salary as employer's contribution to the CPF. The Company's matching contributions vest to the employee at 10 % per year with full vesting in ten years . The assets of the Wynn Macau Plan and the CPF are held separately from those of the Company in independently administered funds and overseen by the Macau government. Forfeitures of unvested contributions are used to reduce the Company's liability for its contributions payable. During the years ended December 31, 2025, 2024 and 2023, the Company recorded matching contribution expenses of $ 18.3 million, $ 17.1 million, and $ 16.3 million, respectively.

Multi-Employer Pension Plans

Risks of participating in a multi-employer plan differ from single-employer plans for the following reasons: (1) assets contributed to a multi-employer plan by one employer may be used to provide benefits to employees of other participating employers; (2) if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers; (3) if a participating employer stops participating, it may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability; and (4) if the plan is terminated by withdrawal of all employers and if the value of the nonforfeitable benefits exceeds plan assets and withdrawal liability payments, employers are required by law to make up the insufficient difference.

The following table outlines the Company’s participation in multi-employer pension plans. The "EIN/Pension Plan Number" column provides the Employer Identification Number ("EIN") and the three-digit plan number. The most recent Pension Protection Act Zone Status ("Zone Status") is based on information certified by each plan's actuary and represents plan information available for the plans' two most recent fiscal year-ends. Plans certified in the green zone are at least 80% funded and plans certified in the red zone are generally less than 65% funded and require a rehabilitation plan. As of December 31, 2025 and 2024, all plans requiring a rehabilitation plan have had the respective plan implemented.

The Company participates in the following multi-employer pension plans (in thousands):

Zone Status Contributions by the Company Company Contribution > 5% Expiration Date of Collective Bargaining Agreements
Pension Fund Employer EIN/
Pension Plan Number 2024 (1)
2023 (1)
2025 2024 2023
Western UNITE HERE and Employers Pension Plan (2)
Wynn Las Vegas, LLC 93-4160766 Green Green $ 18,115   $ 17,272   $ 15,849   Yes 11/30/2028
Western Conference of Teamsters Pension Trust Fund Wynn Las Vegas, LLC 91-6145047/
217718,217830 Green Green 312   285   226   No 7/31/2029
UNITE HERE! Workers and Hospitality Employers Variable Defined Benefit Pension Fund (3)
Encore Boston Harbor
45-4227067/026 Green Green 4,381   3,955   —   Yes 8/31/2026
New England Teamster Pension Fund (3)
Encore Boston Harbor
04-6372430/001 Red (4)
Red (4)
657   516   —   No 8/31/2026

(1)     Represents plan status for plan years ending in 2024 and 2023, which are the most recent years for which plan data is available.
(2)    Western UNITE HERE and Employers Pension Plan was formed on January 1, 2024 as a result of the merger of certain plans, including Southern Nevada Culinary and Bartenders Pension Plan, and includes union employees under the terms of the collective-bargaining agreements with the Culinary Workers Union, Local 226, and Bartenders Union, Local 165.
(3)     Contributions by the Company began on January 1, 2024.
(4)     Plan has implemented a rehabilitation plan for the plan years presented.

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Note 12 - Customer Contract Liabilities

In providing goods and services to its customers, there is often a timing difference between the Company receiving cash and the Company recording revenue for providing services or holding events.
The Company's primary liabilities associated with customer contracts are as follows (in thousands):
December 31, 2025 December 31, 2024 Increase/ (Decrease) December 31, 2024 December 31, 2023 Increase/ (Decrease)
Casino outstanding chips and front money deposits (1)
$ 467,994   $ 409,928   $ 58,066   $ 409,928   $ 433,269   $ ( 23,341 )
Advance room deposits and ticket sales (2)
77,569   84,460   ( 6,891 ) 84,460   89,640   ( 5,180 )
Other gaming-related liabilities (3)
15,519   15,458   61   15,458   24,964   ( 9,506 )
Loyalty program and related liabilities (4)
32,279   29,489   2,790   29,489   31,106   ( 1,617 )
$ 593,361   $ 539,335   $ 54,026   $ 539,335   $ 578,979   $ ( 39,644 )

(1)    Casino outstanding chips generally represent amounts owed to gaming promoters and customers for chips in their possession, and casino front money deposits represent funds deposited by customers before gaming play occurs. These amounts are included in customer deposits on the Consolidated Balance Sheets and may be recognized as revenue or redeemed for cash in the future.
(2)    Advance room deposits and ticket sales represent cash received in advance for goods or services to be provided in the future. These amounts are included in customer deposits on the Consolidated Balance Sheets and will be recognized as revenue when the goods or services are provided or the events are held. Decreases in this balance generally represent the recognition of revenue and increases in the balance represent additional deposits made by customers. The deposits are expected to primarily be recognized as revenue within one year.
(3)     Other gaming-related liabilities generally represent unpaid wagers primarily in the form of unredeemed slot, race and sportsbook tickets or wagers for future sporting events. The amounts are included in other accrued liabilities on the Consolidated Balance Sheets.
(4)     Loyalty program and related liabilities represent the deferral of revenue until the loyalty points or other complimentaries are redeemed. The amounts are included in other accrued liabilities on the Consolidated Balance Sheets and are expected to be recognized as revenue within one year of being earned by customers.

Note 13 - Stock-Based Compensation

The Company has adopted equity plans that allow for grants of stock-based compensation awards. The following sections describe each of these plans.

Wynn Resorts, Limited Second Amended and Restated 2014 Omnibus Incentive Plan (the "WRL Omnibus Plan")

In January 2017, the Company adopted the WRL Omnibus Plan after approval from its stockholders, which was adopted for a period of 10 years. From time to time, the Company reserves additional shares of its common stock for issuance under the WRL Omnibus Plan. The WRL Omnibus Plan allows for the grant of stock options, restricted stock, restricted stock units, stock appreciation rights, performance awards, and other share-based awards to eligible participants.

In May 2024, the Company's shareholders approved an amendment to the WRL Omnibus Plan that increases the shares authorized for issuance by 2,000,000 shares, for an aggregate number of shares authorized for issuance to 7,909,390 shares.

As of December 31, 2025, the Company had 1,792,076 shares of its common stock available for grant as share-based awards under the WRL Omnibus Plan.

Wynn Macau, Limited Share Option and Share Award Plans

The Company's majority-owned subsidiary, WML, has two stock-based compensation plans that provide awards based on shares of WML's common stock. The shares available for issuance under these plans are separate and distinct from the common stock of Wynn Resorts' share plan and are not available for issuance for any awards under the Wynn Resorts share plan. The maximum number of shares which may be issued pursuant to WML's stock-based compensation plans is a combined aggregate of 523,843,160 shares. As of December 31, 2025, there were 504,297,160 shares available for issuance under WML's stock-based compensation plans.

WML Share Option Plan ("WML Share Option Plan")

WML adopted the WML Share Option Plan in May 2023 to supersede its share option plan adopted in May 2019. The WML Share Option Plan allows for the grant of stock options to purchase shares of WML to eligible directors and employees
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of WML, its subsidiaries, and related entities, and service providers of WML and its subsidiaries. The WML Share Option Plan is administered by WML's board of directors, which has the discretion on the vesting and service requirements, exercise price, performance targets to exercise if applicable and other conditions, subject to certain limits . The WML S hare O ption P lan was adopted for a period of 10 years commencing from May 25, 2023.

WML Employee Share Ownership Scheme (the "WML Share Award Plan")

WML adopted the WML Share Award Plan in May 2023 to supersede its employee ownership scheme adopted on June 30, 2014. The Share Award Plan allows for the grant of nonvested shares of WML's common stock to eligible directors and employees of WML, its subsidiaries, and related entities, and service providers of WML and its subsidiaries. The WML Share Award Plan was adopted for a period of 10 years commencing from May 25, 2023.

Stock Options

The summary of stock option activity for the year ended December 31, 2025 is presented below:
Options Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term (in years) Aggregate
Intrinsic
Value

WRL Omnibus Plan
Outstanding as of January 1, 2025 6,700   $ 68.25  
Granted 16,241   $ 81.55  
Exercised ( 6,700 ) $ 68.25  

Outstanding as of December 31, 2025 16,241   $ 81.55   4.3 $ 629,826  
Fully vested and expected to vest as of December 31, 2025 16,241   $ 81.55   4.3 $ 629,826  
Exercisable as of December 31, 2025 —  

WML Share Option Plan
Outstanding as of January 1, 2025 41,559,400   $ 1.40  
Granted 4,856,000   $ 0.84  

Forfeited or expired ( 1,014,400 ) $ 1.99  
Outstanding as of December 31, 2025 45,401,000   $ 1.32   6.1 $ 807,371  
Fully vested and expected to vest as of December 31, 2025 45,401,000   $ 1.32   6.1 $ 807,371  
Exercisable as of December 31, 2025 29,821,800   $ 1.61   4.8 $ 463,932  

The following is provided for stock options under the Company's stock-based compensation plans (in thousands, except weighted average grant date fair value):

Year Ended December 31,
2025 2024 2023
WRL Omnibus Plan (1)

Weighted average grant date fair value $ 23.09   $ —   $ —  
Intrinsic value of stock options exercised $ 306   $ 832   $ 1,475  
Cash received from the exercise of stock options $ 457   $ 1,017   $ 1,965  

WML Share Option Plan (2)

Weighted average grant date fair value $ 0.26   $ 0.25   $ 0.25  

(1) As of December 31, 2025, there was $ 0.1  million in unamortized compensation expense related to stock options.
(2) As of December 31, 2025, there was $ 3.8 million of unamortized compensation expense related to stock options, which is expected to be recognized over a weighted average period of 3.46 years.

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Option Valuation Inputs

The fair value of stock options granted under the WRL Omnibus Plan was estimated on the date of grant using the following weighted average assumption:

Year Ended December 31,
2025 2024 2023
Expected dividend yield 1.2   % —   % —   %
Expected volatility 39.3   % —   % —   %
Risk-free interest rate 3.7   % —   % —   %
Expected term (years) 3.0 —  — 

The fair value of stock options granted under WML's Share Option Plan was estimated on the date of grant using the following weighted average assumptions:

Year Ended December 31,
2025 2024 2023
Expected dividend yield 5.4   % 5.4   % 5.7   %
Expected volatility 51.9   % 54.2   % 53.8   %
Risk-free interest rate 2.6   % 3.1   % 3.6   %
Expected term (years) 6.5 6.5 6.5

Nonvested and performance nonvested shares

The summary of nonvested and performance nonvested share activity under the Company's stock-based compensation plans for the year ended December 31, 2025 is presented below:

Shares Weighted
Average
Grant Date
Fair Value

WRL Omnibus Plan
Nonvested as of January 1, 2025
1,018,971   $ 95.52  
Granted 1,248,597   $ 83.53  
Vested ( 707,772 ) $ 112.43  
Forfeited ( 47,110 ) $ 86.68  
Nonvested as of December 31, 2025
1,512,685   $ 88.49  

WML Share Award Plan
Nonvested as of January 1, 2025
24,522,449   $ 0.89  
Granted 9,913,368   $ 0.74  
Vested ( 9,267,546 ) $ 0.82  
Forfeited ( 1,460,940 ) $ 0.87  
Nonvested as of December 31, 2025
23,707,331   $ 0.86  

Certain members of the executive management team receive grants of nonvested share awards that are subject to service and performance conditions. Generally, these awards vest if certain fair share metrics (as approved by the Company's Compensation Committee of the Board of Directors) are attained over a one -, two -, or three-year performance period. The Company records expense for these awards if it determines that vesting is probable. At December 31, 2025, all performance nonvested awards were deemed to be probable of vesting; however, none of the performance criteria contingencies have been resolved. The activity for these performance nonvested shares is included in the table above.

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The following is provided for the share awards under the Company's stock-based compensation plans (in thousands, except weighted average grant date fair value):

Year Ended December 31,
2025 2024 2023
WRL Omnibus Plan
Weighted average grant date fair value $ 83.53   $ 93.12   $ 94.13  
Fair value of shares vested $ 55,636   $ 49,544   $ 56,689  

WML Share Award Plan
Weighted average grant date fair value $ 0.74   $ 0.90   $ 1.08  
Fair value of shares vested $ 6,736   $ 4,422   $ 3,941  

As of December 31, 2025, there was $ 61.4 million of unamortized compensation expense related to nonvested shares under the WRL Omnibus Plan, which is expected to be recognized over a weighted average period of 1.40 years. As of December 31, 2025, there was $ 9.6 million of unamortized compensation expense under the WML Share Award Plan, which is expected to be recognized over a weighted average period of 2.05 years.

Performance Share Units ("PSUs")

Certain members of the Wynn Resorts executive management team receive grants of PSUs that are subject to service and market conditions. Each PSU represents the right to receive between 0 and 1.6 shares of Wynn Resorts common stock depending on the performance of the common stock over a three-year period. The summary of PSU activity during the year ended December 31, 2025 is provided below:

Units
(at target) Weighted
Average
Grant Date
Fair Value

Nonvested as of January 1, 2025
50,795   $ 115.94  
Granted 33,283   $ 71.70  
Vested —   $ —  
Forfeited —   $ —  
Nonvested as of December 31, 2025
84,078   $ 98.43  

The fair value of PSUs granted under the WRL Omnibus Plan was estimated on the date of grant using the following weighted average assumptions:

Year Ended December 31,
2025 2024
Expected volatility 40   % 45   %
Risk-free interest rate 4.3   % 4.1   %

Annual Incentive Bonus

Certain members of the Company's management team receive a portion of their annual incentive bonus in shares of the Company's stock. The number of shares is determined based on the closing stock price on the date the annual incentive bonus is settled. As the number of shares is variable, the Company records a liability for the fixed monetary amount over the service period. The Company recorded stock-based compensation expense associated with these awards of $ 5.4  million, $ 7.8  million and $ 8.0  million for each of the years ended December 31, 2025, 2024 and 2023, respectively. The Company settled its obligations for the 2025, 2024, and 2023 annual incentive bonuses by issuing 46,085 , 94,350 , and 84,130 of vested shares with a weighted-average grant date fair value of $ 116.37 , $ 82.45 , and $ 95.26 , in January of the respective following year.
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Compensation Cost

The total compensation cost for stock-based compensation plans was recorded as follows (in thousands):
Year Ended December 31,
2025 2024 2023
Casino $ 10,778   $ 3,065   $ 2,163  
Rooms 6,663   1,028   800  
Food and beverage 17,689   2,197   1,636  
Entertainment, retail and other 2,362   1,108   8,230  
General and administrative 54,435   51,631   51,686  
Total stock-based compensation expense 91,927   59,029   64,515  
Total stock-based compensation capitalized 5,589   5,242   5,268  
Total stock-based compensation costs $ 97,516   $ 64,271   $ 69,783  

During the years ended December 31, 2025, 2024 and 2023, the Company recognized income tax benefits related to stock-based compensation expense in the Consolidated Statements of Income of $ 17.8 million, $ 9.9 million, and $ 10.0 million, respectively. Additionally, during the years ended December 31, 2025, 2024, and 2023, the Company realized tax benefits related to stock option exercises and restricted stock vesting of $ 9.9 million, $ 5.8 million, and $ 7.5 million, respectively.

Note 14 - Income Taxes

Consolidated income before taxes for U.S. and foreign operations consisted of the following (in thousands):

Year Ended December 31,
2025 2024 2023
U.S. $ 336,489   $ 251,003   $ 142,775  
Foreign 177,651   392,395   142,608  
Total $ 514,140   $ 643,398   $ 285,383  

The income tax provision (benefit) attributable to income before income taxes is as follows (in thousands):

December 31,
2025 2024 2023
Current
U.S. Federal $ ( 427 ) $ 894   $ ( 248 )
U.S. State 8,321   9,496   6,337  
Foreign ( 106 ) 141   ( 194 )
Total 7,788   10,531   5,895  
Deferred
U.S. Federal 99,383   ( 4,585 ) ( 483,786 )
U.S. State ( 2,166 ) ( 2,264 ) ( 20,310 )
Foreign —   —   1,367  
Total 97,217   ( 6,849 ) ( 502,729 )
Total income tax provision (benefit) $ 105,005   $ 3,682   $ ( 496,834 )

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The Company adopted ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09") on a prospective basis for the year ended December 31, 2025. The following table presents the required disclosures pursuant to ASU 2023-09, and reconciles the U.S. federal statutory tax amount and rate to the effective tax amount and rate for the year ended December 31, 2025 (amounts in thousands):

Amount
Percent

U.S. Federal Statutory Rate
$ 107,969   21.0   %
State and local income tax, net of federal income tax effect

Massachusetts
7,028   1.4   %
Foreign tax effects

Macau

Foreign tax rate differential
( 42,944 ) ( 8.4 ) %
Nontaxable foreign income
( 97,891 ) ( 19.0 ) %
Valuation allowance
30,572   5.9   %
Other
10,060   2.0   %
Cayman Islands

Foreign tax rate differential
54,960   10.7   %
Other
7,830   1.5   %
Effects in changes in tax laws or rates
37,239   7.2   %
Effects of cross-border tax laws
( 99 ) ( 0.1 ) %
Tax credits
( 3,536 ) ( 0.7 ) %
Increase (decrease) in valuation allowances

Foreign tax credits
1,640   0.3   %
Other deferred tax assets
( 1,379 ) ( 0.3 ) %
Nontaxable or nondeductible items
2,004   0.5   %
Other adjustments

Investments in unconsolidated affiliates
( 8,448 ) ( 1.6 ) %
Effective income tax $ 105,005   20.4   %

The following table presents the required disclosures prior to the adoption of ASU 2023-09 and reconciles the U.S. statutory income tax rate to the effective income tax rate for the following periods:
December 31,
2024 2023
U.S. Federal statutory rate 21.0   % 21.0   %
State tax 1.0   % ( 2.8 ) %
Foreign tax credits, net of valuation allowance ( 12.2 ) % ( 139.8 ) %
Nontaxable foreign income ( 6.3 ) % ( 9.6 ) %
Foreign tax rate differential ( 3.9 ) % 0.4   %
Valuation allowance, other ( 6.6 ) % ( 43.8 ) %
Other, net 7.6   % 0.5   %
Effective income tax rate 0.6   % ( 174.1 ) %

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. For the year ended December 31, 2025, the Company was exempt from the payment of Macau Complementary Tax totaling $ 77.1  million or $ 0.74 per diluted share. For the year ended December 31, 2024, the Company was exempt from the payment of Macau Complementary Tax totaling $ 107.3  million or $ 0.97 per diluted share. The Company's non-gaming profits remain subject to the Macau Complementary Tax and its casino winnings remain subject to the Macau special gaming tax and other levies in accordance with its concession agreement.

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The tax effects of significant temporary differences representing net deferred tax assets and liabilities consisted of the following (in thousands):

December 31,
2025 2024
Deferred tax assets—U.S.:
Foreign tax credit carryforwards $ 449,852   $ 533,473  
Disallowed interest expense carryforward 144,113   157,586  
Net operating loss carryforward 140,836   169,598  
Lease liabilities 368,804   370,110  
Property and equipment 83,576   72,286  
Receivables, inventories, accrued liabilities and other 24,259   21,491  
Stock-based compensation 14,919   9,020  
Other tax credit carryforwards 26,666   21,562  
Intangible assets 26,967   36,371  
Other 902   1,858  
1,280,894   1,393,355  
Less: valuation allowance ( 479,298 ) ( 479,854 )
801,596   913,501  
Deferred tax liabilities—U.S.:
Lease assets ( 368,804 ) ( 370,110 )
Prepaid insurance, maintenance and taxes ( 7,240 ) ( 15,447 )
Intangible and other assets ( 4,248 ) —  
Investment in unconsolidated affiliates ( 7,209 ) —  
Other ( 3,596 ) ( 20,228 )
( 391,097 ) ( 405,785 )
Deferred tax assets—Foreign:
Net operating loss carryforwards 42,977   32,114  
Property and equipment 95,420   91,884  
Other 2,677   2,952  
141,074   126,950  
Less: valuation allowance ( 138,855 ) ( 124,791 )
2,219   2,159  
Deferred tax liabilities—Foreign:
Property and equipment ( 3,648 ) ( 2,159 )
( 3,648 ) ( 2,159 )

Net deferred tax asset $ 409,070   $ 507,716  

As of December 31, 2025, the Company had foreign tax credit ("FTC") carryforwards (net of uncertain tax positions) of $ 449.9  million, all of which will expire in 2027. The Company has a disallowed interest carryforward of $ 629.4  million which does not expire. As of December 31, 2025, the Company had U.S. federal loss carryforwards of $ 670.6  million. As of December 31, 2024, the Company had U.S. federal and state tax loss carryforwards of $ 658.9  million. U.S. federal tax loss carryforwards do not expire. State net operating losses generally carry forward 20 years and will begin to expire in 2040. The Company has foreign tax losses available of $ 250.7  million, $ 35.0  million and $ 55.1  million related to losses incurred in the tax years ended December 31, 2025, 2024, and 2023, respectively. The majority of foreign tax loss carryforwards expire in 2028, 2027, and 2026, respectively.

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The Company records valuation allowances on certain of its U.S. and foreign deferred tax assets. 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. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. In the assessment of the valuation allowance, appropriate consideration is given to all positive and negative evidence including recent operating profitability, forecast of future earnings, ability to carry back, 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 assessed on a continuous basis and, as a result, the allowance may increase or decrease based on changes in facts and circumstances.

In 2025, the Company 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, the Company 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.

As of December 31, 2025 and 2024, the Company had valuation allowances on its deferred tax assets as follows (in thousands):

December 31,
2025 2024
Foreign tax credits $ 286,852   $ 247,973  
Intangible assets 26,967   36,850  
U.S. loss carryforwards 140,836   169,598  
Other U.S. deferred tax assets 24,643   25,432  
Foreign loss carryforwards 43,099   32,674  
Other foreign deferred tax assets 95,756   92,118  
Total $ 618,153   $ 604,645  

The Company had the following activity for unrecognized tax benefits as follows (in thousands):
December 31,
2025 2024 2023
Balance at beginning of period $ 131,018   $ 135,671   $ 135,979  
Increases based on tax positions of the current year 11,088   11,635   15,818  
Increases based on tax positions of prior years 27,328   —   —  
Reductions due to lapse in statutes of limitations ( 9,021 ) ( 16,288 ) ( 16,126 )
Balance at end of period $ 160,413   $ 131,018   $ 135,671  

As of December 31, 2025, 2024 and 2023, unrecognized tax benefits of $ 160.4 million, $ 130.9 million and $ 135.7 million, respectively, were recorded as reductions in deferred income taxes, net. The Company had $ 0.1 million of unrecognized tax benefits recorded in other long-term liabilities as of December 31, 2024. The Company had no unrecognized tax benefits recorded in other long-term liabilities as of December 31, 2025 and 2023.

As of December 31, 2025, 2024 and 2023, $ 96.6 million, $ 65.8 million and $ 69.0 million, respectively, of unrecognized tax benefits would, if recognized, impact the effective tax rate.

The Company recognizes penalties and interest related to unrecognized tax benefits in the provision for income taxes. During each of the years ended December 31, 2025, 2024 and 2023, the Company recognized no interest and penalties.

The Company files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions. The Company's income tax returns are subject to examination by the IRS and other tax authorities in the locations where it operates.
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The Company's 2002 to 2021 domestic income tax returns remain subject to examination by the IRS to the extent tax attributes carryforward to future years. The Company's 2022 to 2024 domestic income tax returns also remain subject to examination by the IRS. The Company's 2021 to 2024 Macau income tax returns remain subject to examination by the Financial Services Bureau.

The Company has participated in the IRS Compliance Assurance Program ("CAP") for the 2012 through 2025 tax years and will continue to participate in the IRS CAP for the 2026 tax year.

In January 2025, the Financial Services Bureau commenced an examination of the 2021 Macau income tax return of Wynn Macau SA and concluded the examination with no changes.

The Company has included the following table as a result of adopting ASU 2023-09, which presents income taxes paid, net of refunds received, for the year ended December 31 (in thousands):

2025
Federal taxes $ 50  
State taxes 9,469  
Foreign taxes ( 276 )
Total $ 9,243  

Cash paid for income taxes, net of refunds received, was $ 10.2  million and $ 10.3  million during the years ended December 31, 2024 and 2023, respectively.

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Note 15 - Earnings Per Share

Basic earnings per share ("EPS") is computed by dividing net income attributable to Wynn Resorts by the weighted average number of common shares outstanding during the period. Diluted EPS is computed by dividing net income attributable to Wynn Resorts, adjusted for the potential dilutive impact assuming that the conversion of the WML Convertible Bonds occurred at the later of the date of issuance or the beginning of the period presented under the if-converted method, by the weighted average number of common shares outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the potential dilutive securities had been issued, to the extent such impact is not anti-dilutive. Potentially dilutive securities include share-based awards outstanding under the WRL Omnibus Plan.

The weighted average number of common and common equivalent shares used in the calculation of basic and diluted EPS consisted of the following (in thousands, except per share amounts):
Year Ended December 31,
2025 2024 2023
Numerator:
Net income attributable to Wynn Resorts, Limited - basic $ 327,334   $ 501,078   $ 729,994  
Effect of dilutive securities of Wynn Resorts, Limited subsidiaries:
Assumed conversion of WML Convertible Bonds (1)
—   ( 21,005 ) ( 16,495 )
Net income attributable to Wynn Resorts, Limited - diluted $ 327,334   $ 480,073   $ 713,499  

Denominator:
Weighted average common shares outstanding 103,697   109,966   112,523  
Potential dilutive effect of stock options, nonvested, and performance nonvested shares 546   301   332  
Weighted average common and common equivalent shares outstanding 104,243   110,267   112,855  

Net income attributable to Wynn Resorts, Limited per common share, basic $ 3.16   $ 4.56   $ 6.49  
Net income attributable to Wynn Resorts, Limited per common share, diluted $ 3.14   $ 4.35   $ 6.32  

Anti-dilutive stock options, nonvested, and performance nonvested shares excluded from the calculation of diluted net income per share 361   310   238  

(1)    The assumed conversion of the WML Convertible Bonds had an anti-dilutive impact for the year ended December 31, 2025.
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Note 16 - Leases

Lessee Arrangements

The following table summarizes the balance sheet classification of the Company's lease assets and liabilities (in thousands):

December 31,
Balance Sheet Classification 2025 2024
Assets
Operating leases Operating lease assets $ 1,778,052   $ 1,797,276  
Finance leases Property and equipment, net $ 104,028   $ 94,656  

Current liabilities
Operating leases Other accrued liabilities $ 14,566   $ 10,869  
Finance leases Other accrued liabilities $ 27,810   $ 18,367  

Non-current liabilities
Operating leases Long-term operating lease liabilities $ 1,629,117   $ 1,623,890  
Finance leases Other long-term liabilities $ 73,749   $ 71,592  

The following tables disclose the components of the Company's lease cost, supplemental cash flow disclosures, and other information regarding the Company's lease arrangements (in thousands):

Year Ended December 31,
2025 2024 2023
Lease cost:
Operating lease cost $ 17,403   $ 17,146   $ 17,173  
Triple-net operating lease cost related to Encore Boston Harbor 141,491   141,576   141,722  
Short-term lease cost 21,832   30,443   27,468  
Amortization of leasehold interests in land 13,716   13,704   13,666  
Variable lease cost 2,790   2,493   1,868  
Finance lease interest cost 7,137   3,391   2,363  
Total lease cost $ 204,369   $ 208,753   $ 204,260  

Year Ended December 31,
2025 2024 2023
Supplemental cash flow disclosures:
Operating lease liabilities arising from obtaining operating lease assets $ 20,510   $ 3,803   $ 26,657  
Finance lease liabilities arising from obtaining finance lease assets $ 41,154   $ 80,021   $ 8,842  
Cash paid for amounts included in the measurement of lease liabilities:
Cash used in operating activities - Operating leases $ 143,538   $ 141,004   $ 139,054  
Cash used in financing activities - Finance leases $ 25,804   $ 19,219   $ 19,267  

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Year Ended December 31,
2025 2024 2023
Other information:
Weighted-average remaining lease term - Operating leases 28.1 years 29.1 years 30.1 years
Weighted-average remaining lease term - Finance leases 8.6 years 10.5 years 19.7 years

Weighted-average discount rate - Operating leases 8.0   % 8.0   % 8.0   %
Weighted-average discount rate - Finance leases 6.3   % 6.3   % 5.8   %

The following table presents an analysis of lease liability maturities as of December 31, 2025 (in thousands):

Year Ending December 31, Operating Leases Finance Leases
2026 $ 146,106   $ 33,228  
2027 148,270   32,964  
2028 148,935   28,933  
2029 150,760   1,357  
2030 151,243   989  
Thereafter 3,548,988   59,817  
Total undiscounted cash flows $ 4,294,302   $ 157,288  
Present value
Short-term lease liabilities $ 14,566   $ 27,810  
Long-term lease liabilities 1,629,117   73,749  
Total lease liabilities $ 1,643,683   $ 101,559  
Interest on lease liabilities $ 2,650,619   $ 55,729  

Encore Boston Harbor Lease

The Company leases the real estate assets of Encore Boston Harbor pursuant to a triple-net operating lease agreement with an initial term of 30 years from December 2022 to November 2052, which may be renewed for one additional thirty-year term. The lease has an initial base rent of $ 100  million per year, which increases at a fixed rate of 1.75 % per year for the first ten years and the greater of 1.75 % or change in consumer price index, subject to a cap of 2.5 %, each year for the remaining term of the lease. In addition, certain fixed payments in lieu of taxes ("PILOT") made on behalf of the lessor are included in lease payments for the purpose of measuring the associated operating lease assets and liabilities.

The lease payments, inclusive of PILOT payments, are $ 128.8  million in 2026, $ 131.3  million in 2027, $ 133.7  million in 2028, $ 136.3  million in 2029, $ 138.8  million in 2030, and $ 3.15  billion thereafter. At December 31, 2025 and 2024, the total liability associated with the lease was $ 1.51  billion.

Ground Leases

Undeveloped Land - Las Vegas
    
The Company leases approximately 16 acres of undeveloped land on Las Vegas Boulevard directly across from Wynn Las Vegas in Las Vegas, Nevada, pursuant to a lease agreement which expires in 2097. The ground lease payments, which increase at a fixed rate over the term of the lease, are $ 4.0  million per year from 2026 to 2030 and total payments of $ 339.8  million thereafter. As of December 31, 2025 and 2024, the liability associated with this lease was $ 65.6  million and $ 65.2  million, respectively.

At December 31, 2025 and 2024, operating lease assets included approximately $ 80.2  million and $ 81.3  million, respectively, related to an amount allocated to the leasehold interest in land upon the acquisition of a group of assets in 2018.
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The Company expects that the amortization of this amount will be $ 1.1  million each year from 2026 through 2096 and $ 0.7  million in 2097.

Macau Land Concessions

Wynn Palace and Wynn Macau were built on land that is leased under Macau 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 10 -year periods in accordance with Macau legislation. The land concession payments are expected to be $ 1.5  million per year through 2028, $ 1.3  million in 2029, $ 1.0  million in 2030, and total payments of $ 6.2  million thereafter through 2037. At December 31, 2025 and 2024, the total liability associated with these leases was $ 9.0  million and $ 9.8  million, respectively.

At December 31, 2025 and 2024, operating lease assets included $ 116.5  million and $ 129.5  million of leasehold interests in land related to the Wynn Palace and Wynn Macau land concessions. The Company expects that the amortization associated with these leasehold interests will be approximately $ 12.6  million per year from 2026 through 2028, approximately $ 11.2  million in 2029, approximately $ 9.2  million per year from 2030 through 2036 and approximately $ 3.1  million in 2037.

Lessor Arrangements

The following table presents the minimum and contingent operating lease income for the periods presented (in thousands):

Year Ended December 31,
2025 2024 2023
Minimum rental income $ 150,201   $ 138,604   $ 131,901  
Contingent rental income 60,407   66,526   96,831  
Total rental income $ 210,608   $ 205,130   $ 228,732  

The following table presents the future minimum rentals to be received under operating leases (in thousands):

Year Ending December 31, Operating Leases
2026 $ 136,149  
2027 120,305  
2028 96,968  
2029 70,532  
2030 55,307  
Thereafter 220,490  
Total future minimum rentals $ 699,751  

Note 17 - Related Party Transactions

Wynn Al Marjan Island Agreements

In 2022, the Company, its co-investors in the Al Marjan Joint Venture entered into agreements whereby the Company has agreed to perform certain design and development services with respect to Wynn Al Marjan Island as well as certain related pre-opening services, in exchange for the reimbursement of its costs incurred in performing such services. The Company has additionally agreed to perform management services at Wynn Al Marjan Island upon its opening, expected to be in 2027. The Company billed the Al Marjan Joint Venture $ 67.0  million and $ 49.5  million for reimbursable costs during the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the Company was owed $ 12.7  million and $ 6.9  million, respectively, by the Al Marjan Joint Venture, for reimbursable costs recorded in Accounts receivable in the accompanying consolidated balance sheets.

In February 2025, a wholly-owned subsidiary of Island 3 entered into a financing arrangement to fund the construction of Wynn Al Marjan Island, in connection with which the Company and the government of Ras Al Khaimah entered into a completion guarantee agreement, as described in Note 18, "Commitments and Contingencies."

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Cooperation Agreement

On August 3, 2018, the Company entered into 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, reimbursement of expenses and the grant of certain complimentary privileges. The term of the Cooperation Agreement expires on the date that Mr. Satre no longer serves as Chair of the Board, unless earlier terminated pursuant to the circumstances described in the Cooperation Agreement.

Amounts Due to Officers, Directors and Former Directors

The Company periodically provides services to certain executive officers, directors or former directors of the Company, including the personal use of employees, construction work and other personal services, for which the officers, directors or former directors reimburse the Company. The Company requires prepayment for any such services, which amounts are replenished on an ongoing basis as needed. As of December 31, 2025 and 2024, these net deposit balances with the Company were immaterial, as were the services provided.

Note 18 - Commitments and Contingencies

Macau Gaming Concession

In addition to the Macau gaming premium and Property Transfer Agreements payment commitments as described in Note 5, "Property and Equipment, net" and Note 6 "Intangible Assets, net," Wynn Macau SA committed to make certain non-gaming and gaming investments in the amount of MOP 21.03  billion (approximately $ 2.62  billion) over the course of the ten-year term of the Gaming Concession Contract. MOP 19.80  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 determined by the Macau government. A minimum average annual gross gaming revenue of MOP 7.0  million (approximately $ 0.9  million) per gaming table and MOP 300,000 (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.

Al Marjan Island Funding Commitments

In connection with the construction of Wynn Al Marjan Island and surrounding developments, including Janu Al Marjan Island (as defined below), the Company is required to contribute capital to the Al Marjan Joint Venture to fund 40 % of the project design and development costs in exchange for a pro-rata share of equity. During the year ended December 31, 2025, the Company contributed $ 282.6  million of cash into the Al Marjan Joint Venture, bringing our life-to-date cash contributions to $ 914.2  million. The remaining 40 % pro-rata share of the required equity for the construction of Wynn Al Marjan Island is
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estimated to be between $ 425  million and $ 500  million inclusive of capitalized interest, fees, and certain improvements on the island. Wynn Al Marjan Island is currently expected to open in 2027.

Island 3 has also 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.

Al Marjan Facility Completion Guarantee

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 approximately $ 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, acting through the Investment and Development Office of Ras Al Khaimah (collectively the "Al Marjan Guarantors"), entered into a guarantee (the "Completion Guarantee") in favor of First Abu Dhabi Bank PJSC, as security agent for itself and the other secured parties (collectively, the "Secured Parties") under the Al Marjan Facility Agreement (the "Security Agent").

Under the terms of the Completion Guarantee, the Al Marjan Guarantors, irrevocably and unconditionally jointly and severally, (a) have guaranteed to each Secured Party punctual performance by the Borrower of certain of its obligations under the Al Marjan Facility Agreement, and (b) have undertaken with each Secured Party: (i) to provide, within 10 business days upon receiving written demand by the Security Agent, (A) sufficient funds to ensure that practical completion of the project (as provided in the Al Marjan Facility Agreement) takes place no later than June 30, 2028 and (B) to fund amounts equal to any project cost overruns, to the extent the Borrower fails to fund such overruns; and (ii) to pay, whenever the Borrower does not pay, interest, commitment fees and other finance costs payable under the Al Marjan Facility Agreement as well as scheduled payments under any interest rate hedging agreement.

In addition, upon the occurrence of certain specified events of default, change of control events or credit rating downgrades under the Al Marjan Facility Agreement or the occurrence of certain commercial gaming license related events (including, among others, the loss of the commercial gaming license permitting the Borrower to conduct commercial gaming at the project and as further provided in the Al Marjan Facility Agreement), the Al Marjan Guarantors, irrevocably and unconditionally jointly and severally, have undertaken to pay, to the extent the Borrower does not pay, all then outstanding principal, interest, hedging liabilities and any and all other amounts and expenses then due and payable under the Al Marjan Facility Agreement and related agreements, within 10 business days upon receiving written demand by the Security Agent (or, in respect of the occurrence of certain commercial gaming license related events, if later, on the date falling 180 days following the occurrence of such event).

The guarantees and undertakings provided by the Al Marjan Guarantors under the Completion Guarantee terminate on the earlier of: (1) the date on which all secured liabilities under the Al Marjan Facility Agreement have been paid in full, and (2) the date of practical completion of the project.

Employment Agreements

The Company has entered into employment agreements with several executive officers, other members of management and certain key employees. These agreements generally have three - to five-year terms and typically indicate a base salary and often contain provisions for discretionary bonuses. As of December 31, 2025, future payment amounts of $ 122.2 million, $ 86.2 million, $ 30.2 million, $ 2.3 million, and $ 1.0 million will be paid during the years ending December 31, 2026, 2027, 2028, 2029, and 2030, respectively. 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).

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Other Commitments

The Company has additional commitments for open purchase orders, construction contracts, payment obligations to communities surrounding Encore Boston Harbor, and performance and other miscellaneous contracts.  As of December 31, 2025, the Company was obligated under these arrangements to make future minimum payments as follows (in thousands):

Year Ending December 31,
2026 $ 429,529  
2027 186,106  
2028 65,207  
2029 45,303  
2030 47,413  
Thereafter 51,491  
Total minimum payments $ 825,049  

Letters of Credit

As of December 31, 2025, the Company had outstanding letters of credit of $ 14.3  million.

Litigation

The Company and its affiliates are involved in litigation arising in the normal course of business. In the opinion of management, such litigation is not expected to have a material effect on the Company's financial condition, results of operations, and cash flows.

Note 19 - Retail Joint Venture

In December 2016, the Company entered into the Retail Joint Venture with Crown Acquisitions Inc. ("Crown") to own and operate approximately 88,000 square feet of existing retail space at Wynn Las Vegas. In November 2017 and March 2022, the Company contributed approximately 74,000 square feet and 70,000 square feet of additional retail space to the Retail Joint Venture. The Company maintains a 50.1 % ownership in the Retail Joint Venture and is the managing member. The Company's responsibilities with respect to the Retail Joint Venture include day-to-day business operations, property management services and a role in the leasing decisions of the retail space.

The Company assessed its ownership in the Retail Joint Venture based on consolidation accounting guidance with an evaluation being performed to determine if the Retail Joint Venture is a VIE, if the Company has a variable interest in the Retail Joint Venture and if the Company is the primary beneficiary of the Retail Joint Venture. The primary beneficiary is the party who has the power to direct the activities of a VIE that most significantly impact the entity's economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity.

The Company concluded that the Retail Joint Venture is a VIE and the Company is the primary beneficiary based on its involvement in the leasing activities of the Retail Joint Venture. As a result, the Company consolidates all of the Retail Joint Venture's assets, liabilities and results of operations. The Company will evaluate its primary beneficiary designation on an ongoing basis and will assess the appropriateness of the Retail Joint Venture's VIE status when changes occur.

As of December 31, 2025 and 2024, the Retail Joint Venture had total assets of $ 96.5 million and $ 100.3 million, respectively, and total liabilities of $ 607.3 million and $ 605.8 million, respectively. The Retail Joint Venture's total liabilities as of December 31, 2025 and 2024 included long-term debt of $ 598.4 million and $ 597.3 million, respectively, net of debt issuance costs, related to the outstanding borrowings under the Retail Term Loan.

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Note 20 - Segment Information

The Company has identified its reportable segments based on factors such as geography, regulatory environment, the Company's organizational and management reporting structure and the information reviewed by its chief operating decision maker, the Company's Chief Executive Officer ("CEO"). The primary profitability measure used by the Company's CEO to review segment operating results and allocate resources is Adjusted Property EBITDAR.

The Company has identified the following reportable segments: (i) Wynn Macau, representing the aggregate of Wynn Macau and Encore, an expansion at Wynn Macau, which are managed as a single integrated resort; (ii) Wynn Palace; (iii) Las Vegas Operations, representing the aggregate of Wynn Las Vegas, Encore, an expansion at Wynn Las Vegas, and the Retail Joint Venture, which are managed as a single integrated resort; and (iv) Encore Boston Harbor. For geographical reporting purposes, Wynn Macau, Wynn Palace, and Other Macau (which represents the assets of the Company's Macau holding company and other ancillary entities) have been aggregated into Macau Operations. Corporate and other is presented solely for the purpose of reconciliation and is not a reportable segment. During the twelve months ended December 31, 2024, Wynn Interactive Ltd. no longer met the requirements for a reportable segment. As a result, its assets and results of operations are presented in Corporate and other.

The following tables present the Company's segment information (in thousands):

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Year Ended December 31, 2025
Wynn Palace Wynn Macau Las Vegas Operations Encore Boston Harbor Total
Operating revenues
Casino $ 1,936,715   $ 1,195,001   $ 649,346   $ 629,266   $ 4,410,328  
Rooms 149,585   87,443   813,477   90,649   1,141,154  
Food and beverage 129,007   71,222   758,559   79,062   1,037,850  
Entertainment, retail and other (1)
92,090   56,954   351,653   47,895   548,592  
Total segment operating revenues 2,307,397   1,410,620   2,573,035   846,872   7,137,924  

Cost of revenue (2)
581,113   413,895   1,593,519   425,999  
Gaming taxes (3)
1,043,384   594,600   77,111   184,152  
Segment Adjusted Property EBITDAR (4)
$ 682,900   $ 402,125   $ 902,405   $ 236,721   $ 2,224,151  

Pre-opening 38,494  
Depreciation and amortization 620,633  
Property charges and other 49,719  
Corporate expense and other 163,503  
Stock-based compensation 91,927  
Triple-net operating lease expense 141,491  
Operating income 1,118,384  

Other non-operating income and expenses
Interest income 66,507  
Interest expense, net of amounts capitalized ( 625,556 )
Change in derivatives fair value ( 34,869 )
Loss on debt financing transactions ( 1,701 )
Other ( 8,625 )
Total other non-operating income and expenses ( 604,244 )
Income before income taxes 514,140  
Provision for income taxes ( 105,005 )
Net income 409,135  
Net income attributable to noncontrolling interests ( 81,801 )
Net income attributable to Wynn Resorts, Limited $ 327,334  

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Year Ended December 31, 2024
Wynn Palace Wynn Macau Las Vegas Operations Encore Boston Harbor Total
Operating revenues
Casino $ 1,795,604   $ 1,230,351   $ 600,088   $ 635,314   $ 4,261,357  
Rooms 202,936   100,631   845,660   92,831   1,242,058  
Food and beverage 125,398   80,779   778,538   84,402   1,069,117  
Entertainment, retail and other (1)
93,733   52,885   347,627   44,617   538,862  
Total segment operating revenues 2,217,671   1,464,646   2,571,913   857,164   7,111,394  
Other revenues (5)
16,567  
Total operating revenues 7,127,961  

Cost of revenue (2)
533,331   410,810   1,549,877   422,974  
Gaming taxes (3)
950,630   611,984   75,274   187,062  
Segment Adjusted Property EBITDAR (4)
$ 733,710   $ 441,852   $ 946,762   $ 247,128   $ 2,369,452  

Pre-opening 9,355  
Depreciation and amortization 658,895  
Property charges and other (6)
215,095  
Corporate expense and other 148,236  
Stock-based compensation 59,029  
Triple-net operating lease expense 141,576  
Other loss (5)
4,535  
Operating income 1,132,731  

Other non-operating income and expenses
Interest income 130,342  
Interest expense, net of amounts capitalized ( 688,410 )
Change in derivatives fair value 42,478  
Loss on debt financing transactions ( 2,913 )
Other 29,170  
Total other non-operating income and expenses ( 489,333 )
Income before income taxes 643,398  
Provision for income taxes ( 3,682 )
Net income 639,716  
Net income attributable to noncontrolling interests ( 138,638 )
Net income attributable to Wynn Resorts, Limited $ 501,078  

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Year Ended December 31, 2023
Wynn Palace Wynn Macau Las Vegas Operations Encore Boston Harbor Total
Operating revenues
Casino $ 1,471,280   $ 970,269   $ 628,185   $ 648,668   $ 3,718,402  
Rooms 201,783   109,308   784,385   90,195   1,185,671  
Food and beverage 104,566   68,017   770,401   85,653   1,028,637  
Entertainment, retail and other (1)
109,215   65,940   297,635   41,270   514,060  
Total segment operating revenues 1,886,844   1,213,534   2,480,606   865,786   6,446,770  
Other revenues (5)
85,127  
Total operating revenues 6,531,897  

Cost of revenue (2)
486,909   378,178   1,458,789   418,784  
Gaming taxes (3)
784,089   497,265   75,574   189,593  
Segment Adjusted Property EBITDAR (4)
$ 615,846   $ 338,091   $ 946,243   $ 257,409   $ 2,157,589  

Pre-opening 9,468  
Depreciation and amortization 687,270  
Impairment of goodwill and intangible assets 94,490  
Property charges and other 130,877  
Corporate expense and other 146,430  
Stock-based compensation 64,515  
Triple-net operating lease expense 141,722  
Other loss (5)
42,646  
Operating income 840,171  

Other non-operating income and expenses
Interest income 175,785  
Interest expense, net of amounts capitalized ( 751,509 )
Change in derivatives fair value 45,098  
Loss on debt financing transactions ( 12,683 )
Other ( 11,479 )
Total other non-operating income and expenses ( 554,788 )
Income before income taxes 285,383  
Benefit for income taxes 496,834  
Net income 782,217  
Net loss attributable to noncontrolling interests ( 52,223 )
Net income attributable to Wynn Resorts, Limited $ 729,994  

(1) Includes lease revenue accounted for under lease accounting guidance. For more information on leases, see Note 16, "Leases."
(2) Primarily comprised of payroll, cost of goods sold, marketing, promotional, facilities, taxes and licenses (excluding gaming taxes) and other operating expenses.
(3) For Las Vegas Operations, includes table and slot license fees.
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WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(4) "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. The Company also presents 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 the Company's 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. The Company has 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, the Company's calculation of Adjusted Property EBITDAR may be different from the calculation methods used by other companies and, therefore, comparability may be limited.
(5) Represents operating revenues and losses attributable to Wynn Interactive Limited, which does not meet the quantitative or qualitative thresholds for presentation as a reportable segment.
(6) For the year ended December 31, 2024, includes $ 130.0  million of forfeitures pursuant to the NPA, the Company's $ 9.4  million contribution towards a legal settlement, $ 16.9  million of contract termination and other costs related to the closure of Wynn Interactive's digital sports betting and casino gaming business. Property charges and other expenses for the year ended December 31, 2024 also included $ 61.5  million of expensed project costs related to a discontinued development project, partially offset by a gain of $ 24.6  million related to the sale of certain Wynn Interactive assets. For the year ended December 31, 2023, includes $ 94.9  million related to the Company's decision to cease operating Wynn Interactive's online sports betting and iGaming platform in certain jurisdictions.

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WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Year Ended December 31,
2025 2024 2023
Capital expenditures
Macau Operations:
Wynn Palace $ 167,199   $ 107,458   $ 66,262  
Wynn Macau 72,764   57,669   25,602  
Total Macau Operations 239,963   165,127   91,864  
Las Vegas Operations 287,638   159,789   187,150  
Encore Boston Harbor 26,901   32,652   70,578  
Corporate and other 105,931   62,361   93,201  
Total $ 660,433   $ 419,929   $ 442,793  

December 31,
2025 2024 2023
Assets
Macau Operations:
Wynn Palace $ 2,817,363   $ 2,813,190   $ 2,936,264  
Wynn Macau 1,329,671   1,412,795   1,864,211  
Other Macau 1,013,979   778,928   886,175  
Total Macau Operations 5,161,013   5,004,913   5,686,650  
Las Vegas Operations 3,252,007   3,157,399   3,173,247  
Encore Boston Harbor 1,946,783   1,980,420   2,006,565  
Corporate and other 2,748,314   2,835,231   3,129,761  
Total $ 13,108,117   $ 12,977,963   $ 13,996,223  

December 31,
2025 2024 2023
Long-lived assets
Macau $ 3,040,599   $ 3,095,411   $ 3,191,134  
U.S. 6,480,969   6,019,723   5,585,943  
Total $ 9,521,568   $ 9,115,134   $ 8,777,077  

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WYNN RESORTS, LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Quarterly Consolidated Financial Information (Unaudited)

The following tables (in thousands, except per share data) present selected quarterly financial information for 2025 and 2024, as previously reported. Because income per share amounts are calculated using the weighted average number of common and dilutive common equivalent shares outstanding during each quarter, the sum of the per share amounts for the four quarters may not equal the total income per share amounts for the year.

Year Ended December 31, 2025
First Second Third Fourth Year
Operating revenues $ 1,700,397  $ 1,737,797  $ 1,833,747  $ 1,865,983  $ 7,137,924 
Operating income $ 268,589  $ 264,600  $ 310,489  $ 274,706  $ 1,118,384 
Net income $ 81,405  $ 76,961  $ 128,427  $ 122,342  $ 409,135 
Net income attributable to Wynn Resorts, Limited $ 72,747  $ 66,218  $ 88,341  $ 100,028  $ 327,334 
Basic income per share $ 0.69  $ 0.64  $ 0.86  $ 0.97  $ 3.16 
Diluted income per share $ 0.69  $ 0.64  $ 0.85  $ 0.82  $ 3.14 

 
Year Ended December 31, 2024
First Second Third Fourth Year
Operating revenues $ 1,862,909  $ 1,732,932  $ 1,693,323  $ 1,838,797  $ 7,127,961 
Operating income $ 362,941  $ 269,658  $ 133,237  $ 366,895  $ 1,132,731 
Net income $ 176,498  $ 146,273  $ (5,415) $ 322,360  $ 639,716 
Net income attributable to Wynn Resorts, Limited $ 144,216  $ 111,943  $ (32,053) $ 276,972  $ 501,078 
Basic income per share $ 1.30  $ 1.01  $ (0.29) $ 2.56  $ 4.56 
Diluted income per share $ 1.30  $ 0.91  $ (0.29) $ 2.29  $ 4.35 

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

The Company's management, with the participation of the Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this annual report. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on such evaluation, the Company's CEO and CFO have concluded that, as of the period covered by this annual report, the Company's disclosure controls and procedures were effective, at the reasonable assurance level, in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and were effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including the Company's CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Management's Report on Internal Control Over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act.

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 risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework (2013). Based on our assessment, management believes that, as of December 31, 2025, our internal control over financial reporting was effective based on those criteria.

The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Ernst & Young, LLP, an independent registered public accounting firm. Their attestation report appears under "Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting."

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

Insider Trading Arrangements.

None of the Company's directors or officers (as defined in Section 16 of the Exchange Act) adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (each as defined in Item 408(a) and (c) of Regulation S-K) during the Company’s fiscal quarter ended December 31, 2025.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.
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PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this item will be contained in the Registrant's definitive Proxy Statement for its 2026 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission within 120 days after December 31, 2025 (the "2026 Proxy Statement") under the captions "Election of Directors," "Executive Officers," "Governance" and "Delinquent Section 16(a) Reports," and is incorporated herein by reference.

As part of the Company's commitment to integrity, the Board of Directors has adopted a Code of Business Conduct and Ethics ("Code") applicable to all directors, officers and employees of the Company and its subsidiaries. This Code is periodically reviewed by the Board of Directors. In the event we determine to amend certain provisions of this Code, or the Board of Directors grants any waivers of its requirements for any of our directors or executive officers, we intend to disclose such amendments or waivers on our website at https://wynnresortslimited.gcs-web.com/corporate-governance/code-business-conduct-and-ethics to the extent required by the Nasdaq listing standards.

Item 11. Executive Compensation

The information called for by this item will be contained in the 2026 Proxy Statement under the captions "Non-Employee Director Compensation Table," "Compensation Committee Report," "Executive Compensation Tables," "Summary Compensation Table" and "Compensation Discussion and Analysis" and is incorporated herein by reference. Although the Compensation Committee Report is being incorporated herein by reference, it shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Certain information required by this item will be contained in the 2026 Proxy Statement under the caption "Certain Beneficial Ownership and Management" and is incorporated herein by reference.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table summarizes compensation plans under which our equity securities are authorized for issuance, aggregated as to: (i) all compensation plans previously approved by stockholders, and (ii) all compensation plans not previously approved by stockholders.

Plan Category Number of
Securities to
be Issued
Upon
Exercise of
Outstanding
Options,
Warrants
and Rights
(a) (1)
Weighted-
Average
Exercise
Price of
Outstanding
Options,
Warrants
and Rights
(b) (2)
Number of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans (Excluding Securities Reflected in Column (a))
(c)
Equity compensation plans approved by security holders 100,319  $ 81.55  1,792,076 
Equity compensation plans not approved by security holders —  —  — 
Total 100,319  $ 81.55  1,792,076 

(1)    Includes outstanding options and performance share units at target.
(2)    Weighted average exercise price for outstanding options only.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information called for by this item will be contained in the 2026 Proxy Statement under the captions "Certain Relationships and Transactions" and "Governance" and is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services

The information called for by this item will be contained in the 2026 Proxy Statement under the caption "Ratification of Appointment of Registered Public Accounting Firm" and is incorporated herein by reference.
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PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)1. The following consolidated financial statements of the Company are filed as part of this report under Item 8—"Financial Statements and Supplementary Data."

• Reports of Independent Registered Public Accounting Firm
• Consolidated Balance Sheets as of December 31, 2025 and 2024
• Consolidated Statements of Income for the years ended December 31, 2025, 2024, and 2023
• Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024, and 2023
• Consolidated Statements of Stockholders' Deficit for the years ended December 31, 2025, 2024, and 2023
• Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023
• Notes to Consolidated Financial Statements
• Quarterly Consolidated Financial Information (Unaudited)

(a)2. Financial Statement Schedule filed in Part IV of this report:

• Schedule II—Valuation and Qualifying Accounts

We have omitted all other financial statement schedules because they are not required or are not applicable, or the required information is shown in the consolidated financial statements or notes to the consolidated financial statements.

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
(in thousands)

Description Balance at
Beginning of
Year
Provision for
Credit Losses Write-offs,
Net of
Recoveries
Balance at
End of Year

Allowance for credit losses:
2025 $ 37,694   12,824   ( 4,873 ) $ 45,645  
2024 $ 40,075   4,986   ( 7,367 ) $ 37,694  
2023 $ 78,842   ( 3,964 ) ( 34,803 ) $ 40,075  

Description Balance at
Beginning of
Year
Additions Deductions Balance at
End of Year

Deferred income tax asset valuation allowance:
2025 $ 604,645   76,017   ( 62,509 ) $ 618,153  
2024 $ 1,340,581   50,568   ( 786,504 ) $ 604,645  
2023 $ 2,437,202   96,623   ( 1,193,244 ) $ 1,340,581  

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(a)3. Exhibits

Exhibits that are not filed herewith have been previously filed with the SEC and are incorporated herein by reference.
Incorporated by Reference
Exhibit
No.
Description Form Filing Date
2.1 Equity Purchase Agreement, dated as of February 14, 2022 by and between Wynn MA, LLC and Realty Income Corporation.
8-K 2/14/2022
3.1 Third Amended and Restated Articles of Incorporation of the Registrant.
10-Q 5/8/2015
3.2 Ninth Amended and Restated Bylaws of the Registrant.
10-K 2/28/2020
4.1.0 Specimen certificate for shares of Common Stock, $0.01 par value per share of the Registrant.
S-1 10/7/2002
4.1.1 Indenture, dated as of April 14, 2020, by and among Wynn Resorts Finance, LLC, and Wynn Resorts Capital Corp., as joint and several obligors and the Guarantors named therein and U.S. Bank National Association, as trustee.
10-Q 5/8/2020
4.1.2 Indenture, dated as of June 17, 2020, by and between Wynn Macau, Limited and Deutsche Bank Trust Company Americas, as trustee, related to senior notes due 2026.
10-Q 8/6/2020
4.1.3 Indenture, dated as of August 26, 2020, by and between Wynn Macau, Limited and Deutsche Bank Trust Company Americas, as trustee, related to senior notes due 2028.
10-Q 11/9/2020
4.1.4 Supplemental Indenture, dated February 23, 2024, by and among Wynn Resorts Finance, LLC, and Wynn Resorts Capital Corp., as joint and several obligors and the Guarantors named therein and U.S. Bank National Association, as trustee.
8-K 2/23/2024
4.1.5 Indenture, dated September 20, 2024, by and among Wynn Resorts Finance, LLC, and Wynn Resorts Capital Corp., as joint and several obligors and the Guarantors named therein and U.S. Bank National Association, as trustee.
8-K 9/20/2024
4.2 Description of Registrant's Securities.
10-K 2/23/2024
4.3 Indenture, dated as of May 22, 2013, by and among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors named therein and U.S. Bank National Association, as trustee.
8-K 5/22/2013
4.4 Supplemental Indenture, dated as of February 18, 2015, to Indenture, dated as of May 22, 2013, by and among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors named therein and U.S. Bank National Association, as trustee.
10-K 3/2/2015
4.5 Second Supplemental Indenture, dated as of March 20, 2018, to Indenture, dated as of May 22, 2013, by and among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the guarantors party thereto and U.S. Bank National Association.
8-K 3/21/2018
4.6 Indenture, dated as of February 18, 2015, by and among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors named therein and U.S. Bank National Association, as trustee.
8-K 2/18/2015
4.7 Indenture, dated as of May 11, 2017, by and among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors named therein and U.S. Bank National Association, as trustee.
8-K 5/11/2017
4.8 Indenture, dated as of September 20, 2017, by and between Wynn Macau, Limited and Deutsche Bank Trust Company Americas, as trustee, relating to senior notes due 2024.
10-Q 11/8/2017
4.9 Indenture, dated as of September 20, 2017, by and between Wynn Macau, Limited and Deutsche Bank Trust Company Americas, as trustee, relating to senior notes due 2027.
10-Q 11/8/2017
4.10 Indenture, dated as of December 17, 2019, by and between Wynn Macau, Limited and Deutsche Bank Trust Company Americas, as trustee, related to senior notes due 2029.
10-K 2/28/2020
4.11 Indenture, dated as of September 20, 2019, by and among Wynn Resorts Finance, LLC, and Wynn Resorts Capital Corp., as joint and several obligors and the Guarantors named therein and U.S. Bank National Association, as trustee.
10-Q 11/6/2019

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4.12 Indenture, dated as of February 16, 2023, by and among Wynn Resorts Finance, LLC, and Wynn Resorts Capital Corp., as joint and several obligors and the Guarantors named therein and U.S. Bank National Association, as trustee.
8-K 2/16/2023
4.13 Trust Deed, dated as of March 7, 2023, by and between Wynn Macau, Limited and DB Trustees (Hong Kong) Limited, as trustee, relating to convertible bonds due 2029 convertible into ordinary shares of Wynn Macau, Limited.
8-K 3/7/2023
4.14 Agency Agreement, dated as of March 7, 2023, by and between Wynn Macau, Limited, DB Trustees (Hong Kong) Limited, as trustee, and Deutsche Bank Trust Company Americas, as principal paying agent, principal conversion agent, transfer agent and registrar, relating to convertible bonds due 2029 convertible into ordinary shares of Wynn Macau, Limited.
8-K 3/7/2023
4.15 Indenture, dated September 20, 2024, by and among Wynn Resorts Finance, LLC, and Wynn Resorts Capital Corp., as joint and several obligors and the Guarantors named therein and U.S. Bank National Association, as trustee .
8-K 9/20/2024
4.16 Indenture, dated as of August 19, 2025, by and between Wynn Macau, Limited and Deutsche Bank Trust Company Americas, as trustee, related to the senior notes due 2034.
8-K 8/19/2025
10.1.0 Credit Agreement, dated as of September 20, 2019, by and among Wynn Resorts Finance, LLC, as borrower, the subsidiaries of borrower party hereto, as guarantors, Deutsche Bank AG New York Branch, as administrative agent and as collateral agent.
10-Q 11/6/2019
10.1.1 Incremental Joinder Agreement No. 1, dated as of March 8, 2019, by and among Wynn Resorts, Limited, as borrower, Wynn Group Asia, Inc. and Wynn Resorts Holdings, LLC, as Guarantors, and Deutsche Bank AG New York Branch, as administrative agent.
10-Q 5/9/2019
10.1.2 First Amendment to Credit Agreement, dated as of April 10, 2020, by and among Wynn Resorts Finance, LLC, as borrower, the subsidiaries of borrower party hereto, as guarantors, Deutsche Bank AG New York Branch, as administrative agent and as collateral agent.
10-Q 5/8/2020
10.1.3 First Amendment to Term Loan Agreement, dated as of May 5, 2020, by and among Wynn/CA Plaza Property Owner, LLC and Wynn/CA Property Owner, LLC, as borrowers, United Overseas Bank Limited, New York Agency, as administrative agent, and the lenders party thereto.
10-Q 8/6/2020
10.1.4 Amendment No. 2 to Credit Agreement, dated as of November 27, 2020, by and among Wynn Resorts Finance, LLC, as borrower, the subsidiaries of borrower party hereto, as guarantors, Deutsche Bank AG New York Branch, as administrative agent.
10-K 2/26/2021
10.1.5 Amendment No. 3 to Credit Agreement, dated as of May 17, 2023, by and among Wynn Resorts Finance, LLC, as borrower, the subsidiaries of borrower party hereto, as guarantors, Deutsche Bank AG New York Branch, as administrative agent.
8-K 5/17/2023
10.1.6 Exhibit A to Amendment No. 3 - Credit Agreement, dated as of September 20, 2019 (as amended by Amendment No. 1 dated as of April 10, 2020, Amendment No. 2 dated as of November 27, 2020, and Amendment No. 3 dated as of May 17, 2023), by and among Wynn Resorts Finance, LLC, as borrower, the subsidiaries of borrower party hereto, as guarantors, Deutsche Bank AG New York Branch, as administrative agent and as collateral agent.
8-K 5/17/2023
10.1.7 Concession Extension Contract for the Operation of Games of Chance or Other Games in Casinos in the Macau Special Administrative Region, dated June 23, 2022, between the Macau Special Administrative Region and Wynn Resorts (Macau), S.A.
10-Q 8/9/2022
10.1.8 Lease, dated as of December 1, 2022 by and among EBH MA Property, LLC, MDC Encore Holdings, LLC, Wynn MA, LLC and Everett Property, LLC.
8-K 12/1/2022
10.1.9 Amendment No. 4 to Credit Agreement, dated as of September 16, 2024, by and among Wynn Resorts Finance, LLC, as borrower, the subsidiaries of borrower party hereto, as guarantors, Deutsche Bank AG New York Branch, as administrative agent.
8-K 9/16/2024

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10.1.10 Exhibit A to Amendment No. 4 - Credit Agreement, dated as of September 20, 2019 (as amended by Amendment No. 1 dated as of April 10, 2020, Amendment No. 2 dated as of November 27, 2020, and Amendment No. 3 dated as of May 17, 2023, Amendment No. 4 dated as of September 16, 2024), by and among Wynn Resorts Finance, LLC, as borrower, the subsidiaries of borrower party hereto, as guarantors, Deutsche Bank AG New York Branch, as administrative agent and as collateral agent .
8-K 9/16/2024
10.1.11 Amendment No. 5 to Credit Agreement, dated as of June 12, 2025, by and among Wynn Resorts Finance, LLC, as borrower, the subsidiaries of borrower party hereto, as guarantors, Deutsche Bank AG New York Branch, as administrative agent .
8-K 6/12/2025
10.1.12 Exhibit A to Amendment No. 5 - Credit Agreement, dated as of September 20, 2019 (as amended by Amendment No. 1 dated as of April 10, 2020, Amendment No. 2 dated as of November 27, 2020, Amendment No. 3 dated as of May 17, 2023, Amendment No. 4 dated as of September 16, 2024, and Amendment No. 5 dated as of June 12, 2025), by and among Wynn Resorts Finance, LLC, as borrower, the subsidiaries of borrower party hereto, as guarantors, Deutsche Bank AG New York Branch, as administrative agent and as collateral agent.
8-K 6/12/2025
10.2.1 Common Terms Agreement Sixth Amendment Agreement, dated December 21, 2018, between, among others, Wynn Resorts (Macau) S.A. as the company and Bank of China Limited, Macau Branch as security agent.
10-Q 2/28/2019
10.2.2 Term Facility Agreement Fifth Amendment Agreement, dated December 21, 2018, by and among Wynn Resorts (Macau) S.A. and Bank of China Limited, Macau Branch as Hotel Facility Agent and Hotel Facility Lender.
10-Q 2/28/2019
10.2.3 Revolving Credit Facility Agreement Second Amendment Agreement, dated as of December 21, 2018, by and among Wynn Resorts (Macau) S.A. and Bank of China Limited, Macau Branch as Revolving Credit Facility Agent and Revolving Credit Facility Lender.
10-Q 2/28/2019
10.2.4 Common Terms Agreement Fifth Amendment Agreement, dated September 30, 2015, between, among others, Wynn Resorts (Macau) S.A. as the company and Bank of China Limited, Macau Branch as security agent.
10-Q 11/6/2015
10.2.5 Term Facility Agreement Fourth Amendment Agreement, dated September 30, 2015, by and among Wynn Resorts (Macau) S.A. and Bank of China Limited, Macau Branch as Hotel Facility Agent and Hotel Facility Lender.
10-Q 11/6/2015
10.2.6 Revolving Credit Facility Agreement Amendment Agreement, dated as of September 30, 2015, by and among Wynn Resorts (Macau) S.A. and Bank of China Limited, Macau Branch as Revolving Credit Facility Agent and Revolving Credit Facility Lender.
10-Q 11/6/2015
10.2.7 Debenture, dated as of September 14, 2004, between Wynn Resorts (Macau), S.A. and Société Générale, Hong Kong Branch as the Security Agent.
10-Q 11/4/2004
10.2.8 Second Amendment Agreement to the Existing Facility Agreement, dated as of September 20, 2024, by and among WM Cayman Holdings Limited II, as borrower, Wynn Macau, Limited, as guarantor, and Bank of China Limited, Macau Branch, as agent and a syndicate of lenders.
8-K 9/23/2024
10.3.0 Term Loan Agreement, dated as of July 25, 2018, by and among Wynn/CA Plaza Property Owner, LLC and Wynn/CA Property Owner, LLC, as borrowers, United Overseas Bank Limited, New York Agency, as administrative agent and lead arranger, Fifth Third Bank, as joint lead arranger, Sumitomo Mitsui Banking Corporation, as joint lead arranger, Credit Agricole Corporate and Investment Bank, as managing agent, and the lenders party thereto.
10-Q 7/30/2018
10.3.0.1 Second Amendment to Term Loan Agreement, dated as of June 2, 2023, by and among Wynn/CA Plaza Property Owner, LLC and Wynn/CA Property Owner, LLC, as borrowers, United Overseas Bank Limited, New York Agency, as administrative agent, and the lenders party thereto.
8-K 6/5/2023
10.3.1 Facility Agreement, dated as of September 16, 2021, by and among WM Cayman Holdings Limited II, as borrower, Wynn Macau, Limited, as guarantor, and Bank of China Limited, Macau Branch, as agent and a syndicate of lenders.
10-Q 11/9/2021
10.3.2 Amendment to the Facility Agreement, dated as of May 5, 2022, by and among WM Cayman Holdings Limited II, as borrower, Wynn Macau, Limited, as guarantor, and Bank of China Limited, Macau Branch, as agent and a syndicate of lenders.
10-Q 5/10/2022

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10.3.3 Amendment and Restatement Agreement to Facility Agreement, dated as of June 27, 2023, by and among WM Cayman Holdings Limited II, as borrower, Wynn Macau, Limited, as guarantor, Bank of China Limited, Macau Branch, as agent and a syndicate of lenders party thereto.
8-K 6/30/2023
10.3.4 Third Amendment to Term Loan Agreement and First Amendment to Recourse Indemnity Agreement, dated as of October 2, 2024, by and among Wynn/CA Plaza Property Owner, LLC and Wynn/CA Property Owner, LLC, as borrowers, United Overseas Bank Limited, New York Agency, as administrative agent, and the guarantors and lenders party thereto.
8-K 10/3/2024
10.4.1 Concession Contract for the Operation of Games of Chance or Other Games in Casinos in the Macau Special Administrative Region, dated June 24, 2002, between the Macau Special Administrative Region and Wynn Resorts (Macau), S.A. (English translation of Portuguese version of Concession Agreement).
10-Q 8/20/2002
10.4.2 Concession Contract for Operating Casino Gaming or Other Forms of Gaming in the Macau Special Administrative Region, dated June 24, 2002, between the Macau Special Administrative Region and Wynn Resorts (Macau), S.A. (English translation of Chinese version of Concession Agreement).
10-Q 9/18/2002
10.4.3 Unofficial English translation of Land Concession Contract between the Macau Special Administrative Region and Wynn Resorts (Macau), S.A.
10-Q 8/3/2004
10.4.4 Land Concession Contract, published on May 2, 2012, by and among Palo Real Estate Company Limited, Wynn Resorts (Macau), S.A. and the Macau Special Administrative Region of the People's Republic of China (translated to English from traditional Chinese and Portuguese).
10-Q 5/2/2012
10.4.5 Bank Guarantee Reimbursement Agreement, dated as of September 14, 2004, between Wynn Resorts (Macau), S.A. and Banco Nacional Ultramarino.
10-Q 11/4/2004
10.4.6 Concession Contract for Operating Casino Gaming or Other Forms of Gaming in the Macau Special Administrative Region, dated December 16, 2022, between the Macau Special Administrative Region and Wynn Resorts (Macau), S.A. (English translation of Chinese version).
10-K 2/27/2023
10.4.7 Deed of Reversion (Wynn Palace), dated as of December 30, 2022, by and among Wynn Resorts (Macau) S.A., Palo Real Estate Company Limited, and the Macau Special Administrative Region.
10-K 2/27/2023
10.4.8 Deed of Reversion (Wynn Macau), dated as of December 30, 2022, by and among Wynn Resorts (Macau) S.A. and the Macau Special Administrative Region.
10-K 2/27/2023
10.4.9 Handover Deed, dated as of December 30, 2022, by and between Wynn Resorts (Macau) S.A. and the Macau Special Administrative Region.
10-K 2/27/2023
10.5.1 Corporate Allocation Agreement, dated as of September 19, 2009, by Wynn Macau, Limited and Wynn Resorts, Limited.
10-Q 3/2/2015
10.5.2 Amended and Restated Corporate Allocation Agreement, dated as of September 19, 2009, by Wynn Resorts (Macau), S.A., and Wynn Resorts, Limited.
10-Q 3/2/2015
10.5.3 Management Fee and Corporate Allocation Agreement, dated as of February 26, 2015, by and between Wynn Las Vegas, LLC and Wynn Resorts, Limited.
10-Q 3/2/2015
10.5.4 Management Fee and Corporate Allocation Agreement, dated as of November 20, 2014, by and among Wynn MA, LLC and Wynn Resorts, Limited.
10-Q 2/29/2016
10.6.1 Intellectual Property License Agreement, dated as of September 19, 2009, by and among Wynn Resorts Holdings, LLC, Wynn Resorts, Limited and Wynn Macau, Limited.
10-Q 3/2/2015
10.6.2 Amended and Restated Intellectual Property License Agreement, dated as of September 19, 2009, by and among Wynn Resorts Holdings, LLC, Wynn Resorts, Limited and Wynn Resorts (Macau), S.A.
10-Q 3/2/2015
10.6.3 2015 Intellectual Property License Agreement, dated as of February 26, 2015, by and between Wynn Resorts Holdings, LLC, Wynn Resorts, Limited and Wynn Las Vegas, LLC.
10-Q 5/8/2015
10.6.4 2014 Intellectual Property License Agreement, dated as of November 20, 2014, by and between Wynn Resorts Holdings, LLC, Wynn Resorts, Limited and Wynn MA, LLC.
10-Q 2/29/2016
10.6.5 Surname Rights Agreement, dated as of August 6, 2004, by and between Stephen A. Wynn and Wynn Resorts Holdings, LLC.
10-Q 11/4/2004

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10.6.6 Rights of Publicity License, dated as of August 6, 2004, by and between Stephen A. Wynn and Wynn Resorts Holdings, LLC.
10-Q 11/4/2004
10.6.7 Intellectual Property License Agreement, dated as of January 1, 2025, by and between Wynn NKH, LLC, and Wynn Macau, Limited.
10-K 2/13/2025
10.6.8 Intellectual Property License Agreement, dated as of January 1, 2025, by and between Wynn NKH, LLC, and Wynn Resorts (Macau), S.A.
10-K 2/13/2025
10.6.9 Intellectual Property License Agreement, dated as of January 1, 2025, by and between Wynn Resorts, Holdings, LLC, Wynn Resorts, Limited and Wynn NKH, LLC.
10-K 2/13/2025
10.7.1 Second Amended and Restated Shareholders' Agreement, dated June 21, 2024, by and among Wynn Resorts, Limited, RAK Hospitality Holding LLC, Al Marjan Island LLC, Wynn Resorts FZ-LLC, RAK HH IR FZ-LLC, AMI Island 3 IR FZ-LLC and Island 3 AMI FZ-LLC.
10-K 2/13/2025
+10.7.2.0 Employment Agreement, dated as of January 27, 2017 by and between Wynn Resorts, Limited and Craig Billings.
10-Q 5/4/2017
+10.7.2.1 First Amendment to Employment Agreement, dated as of April 17, 2018, by and between Wynn Resorts, Limited and Craig S. Billings.
10-Q 5/9/2018
+10.7.2.2 Second Amendment to Employment Agreement, dated as of May 29, 2019, by and between Wynn Resorts, Limited and Craig Billings.
10-Q 8/8/2019
+10.7.2.3 Third Amended and Restated Employment Agreement dated as of January 1, 2021, by and between Wynn Resorts, Limited and Craig S. Billings.
10-K 2/26/2021
+10.7.2.4 Fourth Amended and Restated Employment Agreement dated as of May 24, 2021, by and between Wynn Resorts, Limited and Craig S. Billings.
8-K 5/24/2021
+10.7.2.5 Employment Agreement, dated November 9, 2021, by and between Wynn Resorts, Limited and Craig S. Billings.
10-Q 11/9/2021
+10.7.2.6 First Amendment to Employment Agreement, dated as of June 1, 2023, by and between Wynn Resorts, Limited and Craig S. Billings.
8-K 6/2/2023
+10.7.3.0 Employment Agreement, dated as of August 2, 2018, by and between Wynn Resorts, Limited and Ellen Whittemore.
10-Q 8/8/2018
+10.7.3.1 First Amendment to Employment Agreement, dated as of May 29, 2019, by and between Wynn Resorts, Limited and Ellen Whittemore.
10-Q 8/8/2019
+10.7.3.2 Second Amended and Restated Employment Agreement dated as of January 1, 2021, by and between Wynn Resorts, Limited and Ellen F. Whittemore.
10-K 2/26/2021
+10.7.3.3 Third Amended and Restated Employment Agreement dated as of January 12, 2022, by and between Wynn Resorts, Limited and Ellen F. Whittemore.
10-K 2/28/2022
+10.7.4.0 Employment Agreement, dated as of December 7, 2021 by and between Wynn Resorts, Limited and Julie Cameron-Doe.
10-K 2/28/2022
+10.7.4.1 First Amendment to Employment Agreement, dated as of April 13, 2022, by and between Wynn Resorts, Limited and Julie Cameron-Doe.
10-Q 5/10/2022
+10.7.4.2 Second Amendment to Employment Agreement, dated as of June 1, 2023, by and between Wynn Resorts, Limited and Julie Cameron-Doe.
8-K 6/2/2023
+10.7.5.1 Employment Agreement, dated as of September 15, 2024 by and between Wynn Resorts, Limited and Jacqui Krum.
10-K 2/13/2025
+10.7.5.2 First Amendment to Employment Agreement, dated as of November 25, 2024 by and between Wynn Resorts, Limited and Jacqui Krum.
10-K 2/13/2025
+10.7.5.3 Employment Agreement, dated as of January 8, 2026, by and between Wynn Resorts, Limited and Craig Fullalove.
8-K 1/9/2026
+10.8 Amended and Restated 2014 Omnibus Incentive Plan, dated January 1, 2017.
10-Q 2/24/2017
+10.9 Second Amended and Restated 2014 Omnibus Incentive Plan
S-8 8/12/2024
10.10 Cooperation Agreement, dated as of August 3, 2018, by and between Wynn Resorts, Limited and Elaine P. Wynn.
10-Q 8/6/2018
10.11 Second Amended and Restated Shareholders' Agreement, dated as of January 14, 2016, by and among Wynn Resorts (Macau), Ltd., Wynn Resorts International, Ltd., Chen Chi Ling Linda and Wynn Resorts (Macau), S.A.
10-Q 2/28/2018
10.12 Form of Indemnity Agreement.
10-Q 9/18/2002

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+10.13 Wynn Resorts, Limited Executive Retirement Plan, as amended on November 3, 2025.
10-Q 11/6/2025
10.14 Guarantee, dated as of February 5, 2025, between the Government of Ras Al Khaimah acting through the Investment and Development Office of Ras Al Khaimah and Wynn Resorts, Limited in favor of First Abu Dhabi Bank PJSC for itself and as security agent for the other Secured Parties.
8-K 2/6/2025
19.1 Wynn Resorts, Limited Insider Trading Policy.
10-K 2/13/2025
21.1 Subsidiaries of the Registrant.
10-K *
23.1 Consent of Ernst & Young LLP, Independent Registered Accounting Firm.
10-K *
31.1 Certification of Chief Executive Officer of Periodic Report Pursuant to Rule 13a – 14(a) and Rule 15d – 14(a).
10-K *
31.2 Certification of Chief Financial Officer of Periodic Report pursuant to Rule 13a – 14(a) and Rule 15d – 14(a).
10-K *
32 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (furnished herewith)
10-K *
97 Wynn Resorts, Limited Clawback Policy
10-K 2/23/2024
101 The following material from Wynn Resorts, Limited's Annual Report on Form 10-K, formatted in Inline XBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024; (ii) the Consolidated Statements of Income for the years ended December 31, 2025, 2024, and 2023; (iii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024, and 2023; (iv) the Consolidated Statements of Stockholders' Deficit for the years ended December 31, 2025, 2024, and 2023; (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023; and (vi) Notes to Consolidated Financial Statements. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 10-K *
104 Cover Page Interactive Data File - The cover page XBRL tags are embedded within the Inline XBRL document.

*    Filed herewith.
+    Denotes management contract or compensatory plan or arrangement.

Item 16. Form 10-K Summary

Not applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

WYNN RESORTS, LIMITED

Dated: March 2, 2026 By: /s/ Craig S. Billings
Craig S. Billings
Chief Executive Officer (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date

/s/ Craig S. Billings Director, Chief Executive Officer (Principal Executive Officer) March 2, 2026
Craig S. Billings

/s/ Julie Cameron-Doe Chief Financial Officer (Principal Financial and Accounting Officer) March 2, 2026
Julie Cameron-Doe

/s/ Philip G. Satre Non-Executive Chair of the Board and Director March 2, 2026
Philip G. Satre

/s/ Betsy S. Atkins Director March 2, 2026
Betsy S. Atkins

/s/ Richard J. Byrne Director March 2, 2026
Richard J. Byrne

/s/ Paul Liu Director March 2, 2026
Paul Liu

/s/ Patricia Mulroy Director March 2, 2026
Patricia Mulroy

/s/ Anthony M. Sanfilippo Director March 2, 2026
Anthony M. Sanfilippo

/s/ Darnell Strom Director March 2, 2026
Darnell Strom

/s/ Winifred Webb Director March 2, 2026
Winifred Webb

121