10-Q – 2025-11-06 – wynn-20250930.htm

Period Total Number of Shares Purchased (1) (2)
Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands)
July 1, 2025 to July 31, 2025 2,905  $ 103.30  600  $ 454,880 
August 1, 2025 to August 31, 2025 4,974  $ 108.36  —  $ 454,880 
September 1, 2025 to September 30, 2025 5,638  $ 125.00  —  $ 454,880 

(1) Shares purchased in July 2025, August 2025, and September 2025 include 2,305, 4,974 and 5,638 shares, respectively, purchased in satisfaction of employee tax withholding obligations on vested restricted stock granted under our stock incentive plans. Refer to Note 13, "Stock-Based Compensation" to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 for additional details on our stock incentive plans.
(2) On April 20, 2016, the Company announced that the Board of Directors authorized an equity repurchase program of up to $1.0 billion of our common stock, with no expiration. On November 1, 2024, the Company’s Board of Directors authorized the Company to repurchase a total of up to $1.0 billion of the Company’s outstanding shares of common stock, increasing the previously available repurchase authorization by approximately $766 million. The equity repurchase program authorizes discretionary repurchases by the Company from time to time through open market purchases, including pursuant to plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, privately negotiated transactions, accelerated share repurchases, or block trades, subject to market conditions, applicable legal requirements and other factors. The repurchase authorization has no expiration date, and the equity repurchase program may be suspended, discontinued or accelerated at any time. Any shares acquired are expected to be held as treasury shares and available for general corporate purposes.

Item 3. Default Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Insider Trading Arrangements

None of the Company’s directors or officers (as defined in Section 16 of the Exchange Act) adopted, modified 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 three months ended September 30, 2025.

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Item 6. Exhibits
(a) Exhibits
 
Exhibit
No. Description
3.1 Third Amended and Restated Articles of Incorporation of the Registrant. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on May 8, 2015.)

3.2 Ninth Amended and Restated Bylaws of the Registrant. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on February 28, 2020.)

4.1 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 . (Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on August 19, 2025 . )

*10.1 Wynn Resorts, Limited Executive Retirement Plan, as amended on November 3, 2025 .

*31.1 Certification of Chief Executive Officer of Periodic Report Pursuant to Rule 13a–4(a) and Rule 15d–14(a).

*31.2 Certification of Chief Financial Officer of Periodic Report Pursuant to Rule 13a–14(a) and Rule 15d–14(a).

32 Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350 (furnished herewith).

101 The following material from Wynn Resorts, Limited's Quarterly Report on Form 10-Q, formatted in Inline XBRL (Inline Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024; (ii) the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024 ; (iii) the Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2025 and 2024 ; (iv) the Condensed Consolidated Statements of Stockholders' Deficit for the three and nine months ended September 30, 2025 and 2024 ; (v) the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 ; and (vi) Notes to Condensed 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.

104 Cover Page Interactive Data File - The cover page XBRL tags are embedded within the Inline XBRL document.

*     Filed herewith.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
  WYNN RESORTS, LIMITED

Dated: November 6, 2025   By: /s/ Julie Cameron-Doe
  Julie Cameron-Doe
  Chief Financial Officer
  (Principal Financial and Accounting Officer)

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