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Item 8. Financial Statements and Supplementary Data

2025-02-13 compared with 2024-02-23 · 417 added, 422 removed, 1276 unchanged (40% of the section changed)

55 unchanged sentences

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of Deferred Tax Assets

Description of the Matter As more fully described in Note 14 to the consolidated financial statements, at December 31, 2024, the Company had deferred tax assets related to foreign tax credit carryforwards, disallowed interest expense carryforwards and other U.S.

and foreign deferred tax assets of $2.2 billion reduced by a $1.3 billion valuation allowance.

and foreign deferred tax assets of $1.5 billion reduced by a $604.6 million valuation allowance.

Deferred tax assets are reduced by a valuation allowance if, based on the weight of all available evidence, in management’s judgment it is more likely than not that some portion, or all, of the deferred tax assets will not be realized.

During the year ended December 31, 2023, the Company released $1.1 billion of its previously recorded valuation allowance.

The Company considered the achievement of sustained profitability and cumulative income in the U.S., as well as forecasted income and tax planning strategies to be significant forms of positive evidence.

The Company determined that the positive evidence outweighed the negative evidence and supported a release of a portion of the valuation allowance.

Auditing management’s assessment of the realizability of the Company’s deferred tax assets involved complex judgments due to the significant estimation required in measuring the future utilization of deferred tax assets.

These deferred tax assets are affected by assumptions, including forecasted domestic and foreign-sourced income and related inter-company royalties, the amount of interest expense and other expenses allocated to foreign sourced income and the execution of tax planning strategies.

Fluctuations in actual results from those forecasted can have a material impact on the recoverability of these deferred tax assets.

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

To test the valuation of deferred tax assets, we performed audit procedures that included, among others, assessing methodologies and testing the significant assumptions discussed above and the underlying data used by the Company in its analysis.

Auditing management’s assessment of the realizability of the Company’s deferred tax assets involved complex judgments due to the significant estimation required in measuring deferred tax assets.

The measurement of deferred tax assets is affected by significant assumptions, including forecasted domestic and foreign-sourced income and related intercompany royalties, the amount of interest expense and other expenses allocated to foreign sourced income and the execution of tax planning strategies.

Fluctuations in actual results from those forecasted can have a material impact on the measurement of deferred tax assets.

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

To test the valuation of deferred tax assets, we performed audit procedures that included, among others, assessing methodologies and testing the significant assumptions described above and the underlying data used by the Company in its analysis.

We compared the significant assumptions used by management to the Company’s business plans and current industry and economic trends and evaluated whether changes to the Company’s business plans, economic trends and other factors would affect the significant assumptions.

91 unchanged sentences

Income (loss) before income taxes 643,398 285,383 ( 700,036 )

Benefit (provision) for income taxes 496,834 ( 9,332 ) ( 474 )

(Provision) benefit for income taxes ( 3,682 ) 496,834 ( 9,332 )

Net income (loss) 639,716 782,217 ( 709,368 )

34 unchanged sentences

Currency translation adjustment — — — — ( 6,408 ) — ( 6,408 ) ( 2,441 ) ( 8,849 )

Issuance of common stock, net of $ 17.7 million underwriter discounts, commissions and other expenses

7,475,000 75 — 841,821 — — 841,896 — 841,896

Issuance of restricted stock 797,419 9 — 9,279 — — 9,288 — 9,288

1 unchanged sentence

Shares repurchased by the Company and held as treasury shares ( 3,151,883 ) — ( 187,499 ) — — — ( 187,499 ) — ( 187,499 )

Cash dividends declared — — — — — 128 128 21 149

Wynn Interactive transactions — — — ( 20,211 ) — — ( 20,211 ) 25,372 5,161

Distribution to noncontrolling interest — — — — — — — ( 27,744 ) ( 27,744 )

Contribution from noncontrolling interest — — — 48,559 — — 48,559 1,474 50,033

Transactions with subsidiary minority shareholders 124,481 1 — ( 14,053 ) — — ( 14,052 ) 14,052 —

Subsidiary equity issuance — — — ( 18,717 ) — — ( 18,717 ) 21,613 2,896

Stock-based compensation — — — 56,139 — 126 56,265 10,828 67,093

Balances, December 31, 2022 113,369,439 1,323 ( 1,623,872 ) 3,583,923 ( 404 ) ( 2,711,808 ) ( 750,838 ) ( 889,527 ) ( 1,640,365 )

Net loss — — — — — ( 423,856 ) ( 423,856 ) ( 285,512 ) ( 709,368 )

Net income — — — — — 729,994 729,994 52,223 782,217

Currency translation adjustment — — — — 3,810 — 3,810 1,487 5,297

Exercise of stock options 32,284 — — 1,965 — — 1,965 — 1,965

Issuance of restricted stock 727,522 7 — 6,631 — — 6,638 — 6,638

1 unchanged sentence

Shares repurchased by the Company and held as treasury shares ( 2,374,925 ) — ( 212,454 ) — — — ( 212,454 ) — ( 212,454 )

Cash dividends declared — — — — — ( 85,139 ) ( 85,139 ) — ( 85,139 )

Distribution to noncontrolling interest — — — ( 2,994 ) — — ( 2,994 ) ( 19,584 ) ( 22,578 )

Contribution from noncontrolling interest — — — 48,559 — — 48,559 1,474 50,033

Transactions with subsidiary minority shareholders 6,181 — — ( 754 ) — — ( 754 ) 754 —

Subsidiary equity issuance — — — ( 18,717 ) — — ( 18,717 ) 21,613 2,896

Stock-based compensation — — — 58,390 — — 58,390 5,095 63,485

38 unchanged sentences

Capital expenditures, net of construction payables and retention ( 419,929 ) ( 442,793 ) ( 300,127 )

Investment in unconsolidated affiliates ( 563,418 ) ( 53,631 ) ( 40,181 )

Purchase of investments — ( 836,519 ) —

Proceeds from maturity of investments 850,000 — —

Purchase of intangible and other assets ( 2,615 ) ( 10,752 ) ( 12,196 )

5 unchanged sentences

Repayments of long-term debt ( 3,059,832 ) ( 1,533,124 ) ( 50,000 )

Proceeds from issuance of Wynn Resorts, Limited common stock — — 841,896

Proceeds from exercise of stock options 1,965 — —

Repurchase of common stock ( 401,802 ) ( 212,455 ) ( 187,499 )

Proceeds from exercise of stock options 1,017 1,965 —

Proceeds from issuance of subsidiary common stock — — 2,895

Proceeds from sale of noncontrolling interest in subsidiary — — 50,033

Payments to acquire ownership interest in subsidiary — — ( 5,433 )

Distribution to noncontrolling interest ( 16,988 ) ( 22,579 ) ( 27,744 )

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In Everett, Massachusetts, the Company operates Encore Boston Harbor, an integrated resort.

The Company also holds an approximately 97 % interest in, and consolidates, Wynn Interactive Ltd.

("Wynn Interactive"), through which it operates online sports betting, gaming, and social casino businesses.

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

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

Macau Operations

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Wynn Macau features two luxury hotel towers with a total of 1,010 guest rooms and suites, approximately 294,000 square feet of casino space, 12 food and beverage outlets, approximately 31,000 square feet of meeting and convention space, approximately 64,500 square feet of retail space, a performance lake, a rotunda show and recreation and leisure facilities.

On December 16, 2022, Wynn Resorts (Macau), S.A.

In December 2022, Wynn Resorts (Macau), S.A.

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

4 unchanged sentences

Public attractions include a waterfront park, floral displays, and water shuttle service to downtown Boston.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

On December 1, 2022, the Company closed on a sale-leaseback arrangement with respect to certain real estate assets related to Encore Boston Harbor (the "EBH Transaction").

In December 2022, the Company closed on a sale-leaseback arrangement with respect to certain real estate assets related to Encore Boston Harbor (the "EBH Transaction").

Upon closing of the EBH Transaction, the Company received cash proceeds of approximately $ 1.70 billion in exchange for the sale of such real estate assets, and concurrently entered into a lease agreement for the purpose of continuing to operate the Encore Boston Harbor integrated resort.

For more information on the EBH Transaction, see Note 5, "Property and Equipment, net" and Note 16, "Leases."

Wynn Interactive

In August 2023, the Company announced its decision to close WynnBET, Wynn Interactive’s digital sports betting and casino gaming business, in jurisdictions other than New York, Massachusetts, and Michigan, and in January 2024 the Company announced its decision to close WynnBET in Massachusetts.

In February 2024, the Company entered into an asset purchase agreement providing for the transfer and assignment of Wynn’s market access rights and related obligations in Michigan to Caesars Entertainment, Inc., and separately, signed an equity purchase agreement for the sale of WSI US, LLC, Wynn Interactive’s domestic operating subsidiary, which includes the Company’s gaming license in New York, to Penn Entertainment, Inc.;

in each case, subject to certain customary closing conditions.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 2 - Basis of Presentation and Significant Accounting Policies

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Certain amounts in the consolidated financial statements for the years ended December 31, 2023 and 2022 have been reclassified to be consistent with the current period presentation.

These reclassifications had no effect on the previously reported net loss or operating loss.

These reclassifications had no effect on the previously reported net income (loss) or operating income (loss).

Use of Estimates

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Restricted cash consists of cash collateral associated with obligations, cash held in a trust in accordance with WML's share award plan, and an amount held in the form of a first demand bank guarantee in favor of the Macau government to support Wynn Macau SA's legal and contractual obligations under the Gaming Concession Contract.

The Company's investments include financial assets in the form of interest-bearing fixed deposits, which are recorded at fair value (see Note 10, "Fair Value Measurements"), and debt securities in the form of United States treasury bills.

The Company's investments include financial assets in the form of interest-bearing fixed deposits with original maturities of greater than three months, which are recorded at fair value (see Note 10, "Fair Value Measurements"), and debt securities in the form of United States treasury bills.

Investments in debt securities which the Company has the positive intent and ability to hold to maturity are classified as held-to-maturity and are carried at amortized cost.

Debt securities held primarily for the purpose of selling in the near term are classified as trading securities and are reported at fair value, with unrealized gains and losses included in income.

Debt securities not classified as held-to-maturity or trading are classified as available-for-sale and are reported at fair value with unrealized gains

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

and losses as a separate component of other comprehensive income.

Debt securities not classified as held-to-maturity or trading are classified as available-for-sale and are reported at fair value with unrealized gains and losses as a separate component of other comprehensive income.

Premiums and discounts on debt securities are amortized or accreted into interest income using the effective interest method.

All of the Company’s debt securities are classified as held-to-maturity.

The Company received proceeds of $ 300.0 million upon the maturity of its investments in debt securities and $ 550.0 million upon the maturity of its investments in fixed deposits during the year ended December 31, 2024.

The Company held no short-term investments as of December 31, 2024.

As of December 31, 2023, the Company held $ 550.0 million in fixed deposits, recorded at fair value, and $ 295.2 million in debt securities, recorded at amortized cost within Investments on the Consolidated Balance Sheets.

1 unchanged sentence

As of December 31, 2023, the Company had $ 8.7 million in accrued interest on its debt securities, recorded in Investments on the Consolidated Balance Sheets.

As of December 31, 2022, the Company had no investments in fixed deposits or debt securities recorded within Investments on the Consolidated Balance Sheets.

As of the balance sheet date, the Company evaluates whether the unrealized losses are attributable to credit losses or other factors.

The Company considers the severity of the decline in value, creditworthiness of the issuer and other relevant factors and records an allowance for credit losses, limited to the excess of amortized cost over fair value, with a corresponding charge to earnings.

The Company considers the severity of the decline in value, creditworthiness of the issuer and other relevant factors and

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

records an allowance for credit losses, limited to the excess of amortized cost over fair value, with a corresponding charge to earnings.

The allowance may be subsequently increased or decreased based on the prevailing facts and circumstances.

During the year ended December 31, 2023, the Company recorded no allowance for credit losses related to its investments.

During the years ended December 31, 2024 and 2023, the Company recorded no allowance for credit losses related to its investments.

Accounts Receivable and Credit Risk

19 unchanged sentences

Leasehold interest in land 25

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Costs related to improvements are capitalized, while costs of repairs and maintenance are charged to expense as incurred.

The cost and accumulated depreciation of property and equipment retired or otherwise disposed of are eliminated from the respective accounts and any resulting gain or loss is included in property charges and other in the accompanying Consolidated Statements of Operations.

The cost and accumulated depreciation of property and equipment retired or otherwise disposed of are eliminated from the respective accounts and any resulting gain or loss is included in property charges and other expenses in the accompanying Consolidated Statements of Operations.

Capitalized Interest

2 unchanged sentences

When no debt is specifically identified as being incurred in connection with a construction project, the Company capitalizes interest on amounts expended on the project using the weighted average cost of the Company's outstanding borrowings.

Interest of $ 5.8 million was capitalized for the year ended December 31, 2023.

No interest was capitalized for the years ended December 31, 2022 and 2021.

Interest of $ 23.0 million and $ 5.8 million was capitalized for the years ended December 31, 2024 and 2023, respectively, including $ 21.7 million and $ 3.6 million related to equity

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

method investments for the years ended December 31, 2024 and 2023, respectively.

No interest was capitalized for the year ended December 31, 2022.

Goodwill represents the excess of the purchase price in a business combination over the fair value of the tangible and intangible assets acquired and the liabilities assumed.

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Control over the use of the identified asset means the lessee has both the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Finance and operating lease assets and liabilities are measured and recorded upon lease commencement at the present value of the future minimum lease payments.

5 unchanged sentences

A lessee is required to classify a lease as a finance lease if, among other factors, 1) the term is for the major part of the remaining economic life of the underlying asset or 2) the present value of the sum of the lease payments equals or exceeds substantially all of the fair value of the underlying asset.

For operating leases, lease expense for minimum lease payments is recognized on a straight-line basis over the expected lease term.

For operating leases, lease expense for minimum lease payments is recognized on a straight-line basis over

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

the expected lease term.

For finance leases, the Company records depreciation of the lease asset on a straight-line basis over the shorter of the lease term or useful life of the lease asset, and the lease liability accretes interest using the discount rate determined at lease commencement.

4 unchanged sentences

Control indicators include, but are not limited to, whether the entity has a present right to payment for the asset, whether the customer has legal title to the asset, whether the entity has transferred physical possession of the asset, whether the customer has significant risks and rewards of ownership of the asset, and whether the customer has accepted the asset.

If it is determined that a sale has occurred, the Company recognizes an operating or finance lease based on the factors outline in the preceding paragraph.

If it is determined that a sale has occurred, the Company recognizes an operating or finance lease based on the factors outlined in the preceding paragraph.

A finance lease would preclude sale accounting.

6 unchanged sentences

Investments in Unconsolidated Affiliate

The Company accounts for its investment in Island 3 AMI FZ-LLC, an unconsolidated affiliate which is currently constructing Wynn Al Marjan Island, using the equity method.

The Company accounts for its investment in Island 3, an unconsolidated affiliate which is constructing Wynn Al Marjan Island, using the equity method.

Under the equity method, the investment's carrying value is adjusted for the Company’s share of the investee's earnings and losses, capital contributions to and distributions from this company, and capitalization of interest cost incurred by the Company during the investee's initial development period.

2 unchanged sentences

The Company recognized a loss on investments in unconsolidated affiliate of $ 6.1 million and $ 2.4 million during the years ended December 31, 2024 and 2023, respectively, recorded in Pre-opening within the Company's accompanying Consolidated Statements of Operations.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Debt Issuance Costs

4 unchanged sentences

Derivative Financial Instruments

The Company has an interest rate collar to manage interest rate exposure on its Retail Term Loan (as defined in Note 7, "Long-Term Debt").

The Company measures the fair value of the interest rate collar at each balance sheet date based on a Black-Scholes option pricing model, which incorporates observable market inputs such as market volatility and interest rates.

The fair value of the interest rate collar is recognized as an asset or liability at each balance sheet date, with changes in fair value recorded in earnings as the Company's interest rate collar does not qualify for hedge accounting.

The fair value approximates the amount the Company would pay if the interest rate collar was settled at the respective valuation date.

The Company enters into interest rate protection agreements to manage interest rate exposure on certain debt.

The fair value of such agreements is recognized as an asset or liability at each balance sheet date, with changes in fair value recorded in earnings as these agreements do not qualify for hedge accounting.

See Note 7, "Long-Term Debt" for additional information.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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Advance deposits on rooms and advance ticket sales are performance obligations that are recorded as customer deposits until services are provided to the customer.

Revenues from contracts with multiple goods or services are allocated to each good or service based

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

on its relative standalone selling price.

Revenues from contracts with multiple goods or services are allocated to each good or service based on its relative standalone selling price.

As previously noted, Entertainment, retail and other revenue also includes lease revenue, which is recognized in accordance with the relevant accounting principles.

1 unchanged sentence

These gaming taxes are recorded as casino expenses in the accompanying Consolidated Statements of Operations.

These taxes totaled $ 1.57 billion, $ 526.3 million, and $ 830.4 million for the years ended December 31, 2023, 2022, and 2021, respectively.

These taxes totaled $ 1.83 billion, $ 1.57 billion, and $ 526.3 million for the years ended December 31, 2024, 2023, and 2022, respectively.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Advertising Costs

2 unchanged sentences

Pre-opening expenses represent personnel, advertising, and other costs incurred prior to the opening of new ventures and are expensed as incurred.

During the year ended December 31, 2024, pre-opening expenses primarily included the Company's share of net losses from Island 3, the unconsolidated affiliate constructing Wynn Al Marjan Island.

During the year ended December 31, 2023, the Company incurred pre-opening expenses primarily in connection with the launch of sports betting operations in Massachusetts .

During the year ended December 31, 2022, the Company incurred pre-opening expenses primarily in connection with reconfiguring the theater space at Wynn Las Vegas to host an exclusive theatrical production, Awakening .

During the year ended December 31, 2021, the Company incurred pre-opening expenses primarily in connection with restaurant remodels at our Las Vegas Operations.

The Company is subject to income taxes in the U.S.

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Translation adjustments resulting from this process are charged or credited to other comprehensive loss.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Comprehensive Income (Loss) and Accumulated Other Comprehensive Income (Loss)

6 unchanged sentences

These tiers include:

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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The risk-free interest rate used for each period presented is based on the U.S.

Treasury yield curve for stock options issued under the Wynn Resorts Omnibus Plan and Wynn Interactive Omnibus Plan (as defined and discussed in Note 13, "Stock-Based Compensation") and the Hong Kong Exchange Fund rates for stock options issued under the Share Option Plan (as defined in Note 13, "Stock-Based Compensation"), both at the time of grant for the period equal to the expected term.

Treasury yield curve for stock options issued under the WRL Omnibus Plan (as defined and discussed in Note 13, "Stock-Based Compensation") and the Hong Kong Exchange Fund rates for stock options issued under the WML Share Option Plan (as defined in Note 13, "Stock-Based Compensation"), both at the time of grant for the period equal to the expected term.

Expected term represents the weighted average time between the option's grant date and its exercise date.

The Company uses historical award exercise activity and termination activity in estimating the expected term for the Omnibus Plan and Share Option Plan.

The Company uses historical award exercise activity and termination activity in estimating the expected term for the WRL Omnibus Plan and WML Share Option Plan.

The cost is recognized as an expense on a straight-line basis over the employee's requisite service period (the vesting period of the award), and forfeitures are recognized as they occur.

2 unchanged sentences

The Company’s management has evaluated all of the recently issued, but not yet effective, accounting standards that have been issued or proposed by the Financial Accounting Standards Board ("FASB") or other standards-setting bodies through the filing date of these financial statements and does not believe the future adoption of any such pronouncements will have a material effect on the Company’s financial position, results of operations and cash flows.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 3 - Cash, Cash Equivalents and Restricted Cash

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(2) Cash equivalents consist of bank time deposits and money market funds.

(3) Restricted cash consists of cash subject to certain contractual restrictions, cash collateral associated with obligations and cash held in a trust in accordance with WML's share award plan, and as of December 31, 2023 and 2022 includes $ 87.0 million and $ 124.5 million, respectively, in the form of a first demand bank guarantee in favor of the Macau government to support Wynn Macau SA's legal and contractual obligations through the term of the Gaming Concession Contract (as defined in Note 6, "Goodwill and Intangible Assets, net").

(3) Restricted cash consists of cash subject to certain contractual restrictions, cash collateral associated with obligations and cash held in a trust in accordance with WML's share award plan, and as of December 31, 2024 and 2023 includes $ 87.5 million and $ 87.0 million, respectively, in the form of a first demand bank guarantee in favor of the Macau government to support Wynn Macau SA's legal and contractual obligations through the term of the Gaming Concession Contract.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

9 unchanged sentences

$ — $ 209,410 $ 4,220

Dividends payable on unvested restricted stock included in other accrued liabilities $ 685 $ 229 $ 1,846

Net settlement of liabilities in connection with an asset sale $ 27,655 $ — $ —

(1) For the year ended December 31, 2023, included $ 206.5 million related to the Macau gaming premium in connection with the Gaming Concession Contract.

11 unchanged sentences

The Company’s allowance for casino credit losses was 14.7 % and 15.9 % of gross casino receivables as of December 31, 2024 and 2023, respectively.

Although the Company believes that its allowance is adequate, it is possible the estimated

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

amounts of cash collections with respect to receivables could change.

Although the Company believes that its allowance is adequate, it is possible the estimated amounts of cash collections with respect to receivables could change.

The Company’s allowance for credit losses from its hotel and other receivables is not material.

6 unchanged sentences

Balance at end of period $ 37,694 $ 40,075

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 5 - Property and Equipment, net

9 unchanged sentences

As of December 31, 2024 and 2023, construction in progress consisted primarily of costs capitalized for various capital enhancements at the Company's properties.

During the year ended December 31, 2024, the Company expensed $ 61.5 million of project costs related to a discontinued development project, inclusive of $ 4.7 million of internally allocated overhead, that had been previously capitalized.

The expense was recorded in Property charges and other expenses in the accompanying Consolidated Statements of Operations for the year ended December 31, 2024.

Depreciation expense for the years ended December 31, 2024, 2023 and 2022 was $ 601.4 million, $ 625.0 million, and $ 652.1 million, respectively.

4 unchanged sentences

In December 2022, in accordance with the requirements of the Macau Gaming Law, Wynn Macau SA and Palo Real Estate Company Limited ("Palo"), a subsidiary of Wynn Macau SA, entered into agreements (collectively, the "Property Transfer Agreements") with the Macau government, pursuant to which Wynn Macau SA and Palo transferred the casino areas and gaming equipment of the Company's Macau Operations to the Macau government without compensation on December 31, 2022, and the Macau government agreed to transfer such casino areas and gaming equipment back to Wynn Macau SA as of January 1, 2023, for its use in the operation of games of chance at Wynn Macau and Wynn Palace as permitted under the Gaming Concession Contract through December 31, 2032.

In exchange for the use of such assets, Wynn Macau SA has agreed to pay the Macau government an annual amount of MOP 53.1 million (approximately $ 6.6 million) during each of the years ending December 31, 2023, 2024, and 2025, and an annual amount of MOP 177.0 million (approximately $ 22.0 million) during each of the remaining years of the term of the Gaming Concession Contract through December 31, 2032, subject to adjustment

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

in each year based on the average price index in Macau.

As the Company expects to continue to operate the casino areas and gaming equipment at its Macau Operations in the same manner as under the previous concession, obtain substantially all of the economic benefits, and bear all of the risks arising from the use of these assets, and believes it will be awarded a new concession upon the expiration of the Gaming Concession Contract, the Company will continue to recognize the casino areas and gaming equipment as property and equipment over their remaining estimated useful lives.

Pursuant to the Gaming Concession Contract, Wynn Macau SA will revert to the Macau government the casino areas and gaming equipment, without compensation and free of encumbrance, upon the rescission or termination of the gaming concession on December 31, 2032.

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 6 - Goodwill and Intangible Assets, net

3 unchanged sentences

accumulated amortization ( 42,126 ) ( 20,920 )

168,504 188,279

Massachusetts gaming license 117,700 117,700

3 unchanged sentences

accumulated amortization ( 2,071 ) ( 17,801 )

32,353 56,274

Total finite-lived intangible assets 246,202 302,848

3 unchanged sentences

Balance at beginning of year 18,463 90,520

Foreign currency translation — ( 1,457 )

Impairment — ( 72,057 )

6 unchanged sentences

Wynn Interactive Goodwill and Finite-Lived Intangible Assets

Other finite-lived intangible assets primarily consist of market access fees and gaming license fees.

Market access fees relate to fees paid to gaming operators and other strategic partners that are approved or pending regulatory approval by a state's

Other finite-lived intangible assets consisted of market access rights and gaming license fees.

During the year ended December 31, 2024, the Company sold its market access rights and related obligations in Michigan, and pursuant to a separate equity purchase agreement, sold WSI US, LLC, Wynn Interactive’s domestic operating subsidiary, which included the Company’s gaming license in New York.

As a result of these transactions, the Company recognized a gain of $ 24.6 million in Property charges and other expenses in the accompanying Consolidated Statements of Operations for the year ended December 31, 2024.

As of December 31, 2024, the Company had no remaining goodwill or intangible assets related to Wynn Interactive.

During the year ended December 31, 2023, as a result of the Company's decision to cease operating Wynn Interactive's digital sports betting and casino platform announced in August 2023, the Company identified interim indicators of impairment related to the goodwill assigned to the WynnBet reporting unit.

As a result, the Company performed an impairment test and determined that the carrying value of its goodwill exceeded the estimated fair value of that reporting unit based on a

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

regulator to operate online casino wagering and online sports betting in certain jurisdictions.

The Company amortizes market access fees over their stated contractual term, which is typically ten years.

The Company expects that amortization of Other intangible assets will be $ 6.0 million in 2024, $ 3.7 million in 2025, $ 3.0 million each year in 2026, 2027 and 2028, and $ 9.3 million thereafter.

During the year ended December 31, 2023, as a result of the Company's decision to cease operating Wynn Interactive's online sports betting and iGaming platform in certain jurisdictions announced in August 2023, the Company identified interim indicators of impairment related to the goodwill assigned to the WynnBET reporting unit within the Wynn Interactive reportable segment.

As a result, the Company performed an impairment test and determined that the carrying value of its goodwill exceeded the estimated fair value of that reporting unit based on a combination of the income and cost approaches, causing the Company to recognize a goodwill impairment loss of $ 72.1 million.

As of December 31, 2023, the Company had no remaining goodwill recorded related to the acquisition of BetBull Limited ("BetBull"), a subsidiary of Wynn Interactive.

combination of the income and cost approaches, causing the Company to recognize a goodwill impairment loss of $ 72.1 million.

The Company also recognized impairment of other finite-lived intangible assets related to Wynn Interactive's closed operations totaling $ 22.4 million during the year ended December 31, 2023.

During the year ended December 31, 2022, as a result of changes in forecasts and other industry-specific factors and management's decision to cease the operations of Betbull Limited ("BetBull"), a subsidiary of Wynn Interactive, the Company recognized impairment of goodwill and other finite-lived intangible assets of $ 37.8 million and $ 10.3 million, respectively.

In November 2021, Wynn Resorts announced the termination of a previously announced agreement and plan of merger which contemplated the combination of Wynn Interactive and a special purpose acquisition company.

The Company concluded that the termination of the agreement constituted a potential indicator of impairment, and as a result of revisiting its estimated fair value of the reporting units comprising Wynn Interactive based on a combination of the income and market approaches, recognized goodwill impairment of $ 10.3 million during the year ended December 31, 2021.

During the year ended December 31, 2022, as a result of changes in forecasts and other industry-specific factors and management's decision to cease the operations of Betbull Limited, a subsidiary of Wynn Interactive, the Company recognized impairment of goodwill and other finite-lived intangible assets of $ 37.8 million and $ 10.3 million, respectively.

Macau Gaming Concession

In December 2022, Wynn Resorts (Macau) S.A.

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

Under the terms of the Gaming Concession Contract, Wynn Macau SA is required to pay the Macau government an annual gaming premium consisting of a fixed and a variable portion.

The fixed portion of the premium is composed of an annual amount equal to MOP 30.0 million (approximately $ 3.7 million).

The variable portion is composed of an annual amount equal to MOP 300,000 (approximately $ 37 thousand) per gaming table located in special gaming halls reserved exclusively to particular games or players, MOP 150,000 (approximately $ 19 thousand) per gaming table that is not reserved exclusively to particular games or players, and MOP 1,000 (approximately $ 124 ) per gaming machine, including slot machines, operated by Wynn Macau SA.

The amount of the variable portion of the premium cannot be less than the amount that would result from the permanent operation of 500 gaming tables and 1,000 gaming machines, i.e.

MOP 76.0 million (approximately $ 9.4 million).

In December 2022, in accordance with the requirements of the Macau Gaming Law, Wynn Macau SA and Palo entered into the Property Transfer Agreements (as defined in Note 5, "Property and Equipment, net").

Under the Property Transfer Agreements, Wynn Macau SA has agreed to make annual payments to the Macau government of MOP 53.1 million (approximately $ 6.6 million) during each of the years ending December 31, 2024 and 2025, and an annual payment of MOP 177.0 million (approximately $ 22.0 million) during each of the remaining years of the term of the Gaming Concession Contract through December 31, 2032, subject to adjustment in each year based on the average price index in Macau.

On January 1, 2023, the Company recognized an intangible asset and financial liability of MOP 1.68 billion (approximately $ 208.3 million), representing the right to operate games of chance at Wynn Palace and Wynn Macau and the unconditional obligation to make payments under the Gaming Concession Contract.

This intangible asset comprises the contractually obligated annual payments of fixed and variable premiums, as well as fees associated with the above-described Property Transfer Agreements.

The contractually obligated annual variable premium payments associated with the intangible asset was determined using the total number of gaming tables and gaming machines that Wynn Macau SA is currently approved to operate by the Macau government.

This intangible asset comprises the contractually obligated annual payments of fixed and variable premiums, as well as fees associated with the Property Transfer Agreements (as described in Note 5, "Property and Equipment, net").

The contractually obligated annual variable premium payments associated with the intangible asset were determined using the total number of gaming tables and gaming machines that Wynn Macau SA is currently approved to operate by the Macau government.

In the accompanying Consolidated Balance Sheets, the noncurrent portion of the financial liability is included in "Other long-term liabilities" and the current portion is included in "Other accrued liabilities." The intangible asset is being amortized on a straight-line basis over the 10 -year term of the Gaming Concession Contract.

The Company expects that amortization of the Macau Gaming Concession will be $ 21.1 million each year from 2025 to 2032.

As of December 31, 2024, the Company expects to pay fixed and variable premium payment amounts of $ 14.6 million in each of the years ending December 31, 2025, 2026, 2027, 2028, and 2029, and an aggregate amount of $ 44.7 million thereafter through December 31, 2032.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

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WML 4 1/2% Convertible Bonds, due 2029 (3)

600,000 600,000

and Corporate Related:

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WLV 5 1/4% Senior Notes, due 2027 880,000 880,000

WRF 5 1/8% Senior Notes, due 2029 750,000 750,000

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Total long-term debt, net of current portion $ 10,500,484 $ 11,028,744

(1) As of December 31, 2023, the borrowings under the WM Cayman II Revolver bear interest at the term secured overnight financing rate ("Term SOFR") plus a credit adjustment spread of 0.10 % or HIBOR, in each case plus a margin of 1.875 % to 2.875 % per annum based on WM Cayman II’s leverage ratio on a consolidated basis.

Approximately $ 312.5 million and $ 1.19 billion of the WM Cayman II Revolver bears interest at a rate of Term SOFR plus 1.975 % per year and HIBOR plus 1.875 % per year, respectively.

(1) As of December 31, 2024, the borrowings under the WM Cayman II Revolver bear interest at the term secured overnight financing rate ("Term SOFR") plus a credit adjustment spread of 0.10 % or the Hong Kong Interbank Offered Rate ("HIBOR"), in each case plus a margin of 1.875 % to 2.875 % per annum based on WM Cayman II’s leverage ratio on a consolidated basis.

Approximately $ 239.1 million and $ 912.8 million of the WM Cayman II Revolver bears interest at a rate of Term SOFR plus 1.975 % per year and HIBOR plus 1.875 % per year, respectively.

As of December 31, 2024 and 2023, the weighted average interest rate was approximately 6.43 % and 7.20 %, respectively.

As of December 31, 2023, the WM Cayman II Revolver was fully drawn.

As of December 31, 2024, the available borrowing capacity under the WM Cayman II Revolver was $ 353.8 million.

(2) In October 2024, the Company repaid or repurchased the 2024 WML Senior Notes and 2025 WLV Senior Notes.

(3) As of December 31, 2024, the net carrying amount of the WML Convertible Bonds was $ 498.4 million, with unamortized debt discount and debt issuance costs of $ 101.6 million.

The Company recorded contractual interest expense of $ 22.1 million and amortization of discounts and issuance costs of $ 14.2 million during the year ended December 31, 2023.

The Company recorded contractual interest expense of $ 27.0 million and $ 22.1 million and amortization of discounts and issuance costs of $ 18.9 million and $ 14.2 million during the years ended December 31, 2024 and 2023.

(4) The WRF Credit Facilities bear interest at a rate of Term SOFR plus 1.75 % per year.

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Additionally, as of December 31, 2024, the available borrowing capacity under the WRF Revolver was $ 735.3 million, net of $ 14.7 million in outstanding letters of credit.

(4) The Retail Term Loan bears interest at a rate of adjusted daily simple secured overnight financing rate ("SOFR") plus 1.80 % per year.

(5) As of December 31, 2024, the Retail Term Loan bears interest at a rate of adjusted daily simple secured overnight financing rate ("SOFR") plus 2.15 % per year.

As of December 31, 2023, the Retail Term Loan bore interest at a rate of adjusted daily SOFR plus 1.80 % per year.

As of December 31, 2024 and 2023, the effective interest rate was 5.54 % and 5.47 %, respectively.

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WM Cayman II Revolver

On September 16, 2021, WM Cayman Holdings Limited II, an indirect wholly owned subsidiary of WML, as borrower ("WM Cayman II") and WML as guarantor, each an indirect subsidiary of Wynn Resorts, entered into a facility agreement with, among others, Bank of China Limited, Macau Branch as agent and a syndicate of lenders (the "Facility Agreement"), pursuant to which the lenders will make available in an aggregate amount of $ 1.50 billion equivalent revolving unsecured credit facility consisting of a U.S.

In September 2021, WM Cayman Holdings Limited II, an indirect wholly owned subsidiary of WML, as borrower ("WM Cayman II") and WML as guarantor, each an indirect subsidiary of Wynn Resorts, entered into a facility agreement with, among others, Bank of China Limited, Macau Branch as agent and a syndicate of lenders (the "Facility Agreement"), pursuant to which the lenders will make available in an aggregate amount of $ 1.50 billion equivalent revolving unsecured credit facility consisting of a U.S.

dollar tranche in an amount of $ 312.5 million ("Facility A") and a Hong Kong dollar tranche ("Facility B") in an amount of HK$ 9.26 billion (approximately $ 1.19 billion) to WM Cayman II (the "WM Cayman II Revolver").

WM Cayman II has the ability to upsize the total WM Cayman II Revolver by an additional $ 1.00 billion equivalent under the Facility Agreement and related agreements upon the satisfaction of various conditions.

Due to the global phase out of London Interbank Offered Rate ("LIBOR"), on June 27, 2023, WM Cayman II, as borrower and WML, as guarantor, entered into an Amended and Restated Facility Agreement with Bank of China Limited, Macau Branch, as agent for the syndicate of lenders (as amended and restated, the "Amended and Restated Facility Agreement"), to transition the base rate applicable to loans denominated in U.S.

dollars provided under WM Cayman II Revolver from LIBOR to Term SOFR.

The new Term SOFR base rate became effective July 4, 2023.

Pursuant to the Amended and Restated Facility Agreement, loans provided under Facility A bear interest at a variable rate per annum equal to:

(a) Term SOFR, plus a credit adjustment spread of 0.10 % (subject to a minimum floor of 0.00 %), plus (b) a margin of 1.875 % to 2.875 % based on the consolidated leverage ratio of WM Cayman II and its subsidiaries (as calculated pursuant to the Amended and Restated Facility Agreement), and loans provided under Facility B bear interest at a variable rate per annum equal to:

(i) the Hong Kong Interbank Offered Rate, plus (ii) a margin of 1.875 % to 2.875 % based on the consolidated leverage ratio of WM Cayman II and its subsidiaries (as calculated pursuant to the Amended and Restated Facility Agreement).

The final maturity of all outstanding loans under the WM Cayman II Revolver is September 16, 2025, by which time any outstanding borrowings from the WM Cayman II Revolver must be repaid.

WML , as guarantor, may be subject to certain restrictions on payments of dividends or distributions to its shareholders, unless certain financial criteria have been satisfied through the Facility Agreement.

Pursuant to the Facility Agreement, as amended in May 2022 and as amended and restated in June 2023 (the "Amended and Restated Facility Agreement"), loans provided under Facility A bear interest at a variable rate per annum equal to:

(i) HIBOR plus (ii) a margin of 1.875 % to 2.875 % based on the consolidated leverage ratio of WM Cayman II and its subsidiaries (as calculated pursuant to the Amended and Restated Facility Agreement).

In September 2024, WM Cayman II, as borrower and WML, as guarantor, entered into an amendment agreement (the "Second Amendment Agreement") to the Amended and Restated Facility Agreement, to extend the maturity date of the outstanding loans from September 16, 2025 to September 16, 2028, or the immediately preceding business day if September 16, 2028 is not a business day.

In connection with the Second Amendment Agreement, the Company recorded debt issuance costs of $ 19.2 million within the Consolidated Balance Sheet.

WML Convertible Bonds

On March 7, 2023, WML completed an offering (the "Offering") of $ 600 million 4.50 % convertible bonds due 2029 (the "WML Convertible Bonds").

In March 2023, WML completed an offering of $ 600 million 4.50 % convertible bonds due 2029 (the "WML Convertible Bonds").

The WML Convertible Bonds are governed by a trust deed dated March 7, 2023 (the "Trust Deed"), between WML and DB Trustees (Hong Kong) Limited, as trustee.

WML, DB Trustees (Hong Kong) Limited, as trustee, and Deutsche Bank Trust Company Americas entered into an agency agreement, appointing Deutsche Bank Trust Company Americas as the principal paying agent, principal conversion agent, transfer agent and registrar in relation to the WML Convertible Bonds.

The net proceeds from the Offering, after deduction of commissions and other related expenses, were $ 585.9 million.

WML intends to use the net proceeds for general corporate purposes.

The WML Convertible Bonds bear interest on their outstanding principal amount from and including March 7, 2023 at the rate of 4.50 % per annum, payable semi-annually in arrears on March 7 and September 7 of each year.

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WML has the option upon conversion by a bondholder to pay an amount of cash equivalent described in the Terms and Conditions in order to satisfy such Conversion Right in whole or in part.

Holders of the WML Convertible Bonds have the option to require WML to redeem all or some only of such holder’s WML Convertible Bonds (i) on March 7, 2027 at their principal amount together with interest accrued but unpaid to, but excluding, the date fixed for redemption;

As of December 31, 2024, the adjusted conversion price was HK$ 10.01 (equivalent to approximately $ 1.29 ) per share as a result of dividend payments made by WML during the year ended December 31, 2024.

Holders of the WML Convertible Bonds have the option to require WML to redeem all or some of such holder’s WML Convertible Bonds (i) on March 7, 2027 at their principal amount together with interest accrued but unpaid to, but excluding, the date fixed for redemption;

or (ii) on the Relevant Event Redemption Date (as defined in the Terms and Conditions) at their principal amount together with interest accrued but unpaid to, but excluding, such date, following the occurrence of (a) when the Ordinary Shares cease to be listed or admitted to trading or are suspended from trading for a period equal to or exceeding 10 consecutive trading days on the Stock Exchange of Hong Kong Limited ("HKSE"), or if applicable, the alternative stock exchange, (b) when there is a Change of Control (as defined in the Terms and Conditions), or (c) when less than 25% of

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

equal to or exceeding 10 consecutive trading days on the Stock Exchange of Hong Kong Limited, or if applicable, the alternative stock exchange, (b) when there is a Change of Control (as defined in the Terms and Conditions), or (c) when less than 25% of WML’s total number of issued Ordinary Shares are held by the public (as interpreted under Rule 8.24 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited).

WML’s total number of issued Ordinary Shares are held by the public (as interpreted under Rule 8.24 of the Rules Governing the Listing of Securities on the HKSE).

The WML Convertible Bonds may also be redeemed at the option of WML under certain circumstances specified in the Terms and Conditions, in whole, but not in part, at any time after March 7, 2027, but prior to March 7, 2029, upon giving notice to the bondholders in accordance with the Terms and Conditions.

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The Trust Deed also contains customary events of default.

The Company determined that the conversion feature contained within the WML Convertible Bonds is required to be bifurcated from the debt host contract and accounted for as a free-standing derivative (the "WML Convertible Bond Conversion Option Derivative").

In accordance with applicable accounting standards, the WML Convertible Bond Conversion Option Derivative will be reported at fair value as of the end of each reporting period, with changes recognized in the statements of operations.

For more information, see "Note 8 - WML Convertible Bond Conversion Option Derivative." As a result, the Company recognized a debt discount of $ 123.5 million within Long-term debt, representing the estimated fair value of the holders' conversion option upon completion of the Offering.

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, 2023, the estimated fair value of the WML Convertible Bond Conversion Option Derivative was a liability of $ 73.7 million, recorded within Long-term debt within the accompanying Consolidated Balance Sheet.

In accordance with applicable accounting standards, the WML Convertible Bond Conversion Option Derivative is reported at fair value as of the end of each reporting period, with changes recognized in the statements of operations.

For more information, see "Note 8 - WML Convertible Bond Conversion Option Derivative."

WML Senior Notes

WML's 4 7/8% Senior Notes due 2024, 5 1/2% Senior Notes due 2026, 5 1/2% Senior Notes due 2027, 5 5/8% Senior Notes due 2028, and 5 1/8% Senior Notes due 2029 (collectively, the "WML Senior Notes") bear interest at each of their respective interest rates and interest is payable semi-annually.

WML 5 1/2% Senior Notes due 2026, WML 5 1/2% Senior Notes due 2027, WML 5 5/8% Senior Notes due 2028, and WML 5 1/8% Senior Notes due 2029 (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;

1 unchanged sentence

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 the WML Notes are subject to restrictions on transferability and resale.

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").

7 unchanged sentences

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

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.

In October 2024, WML repaid the $ 600.0 million aggregate principal amount of WML's 4 7/8% Senior Notes due 2024 on their stated maturity date.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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.

and Corporate Related Debt

1 unchanged sentence

During 2019, 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").

WRF used the net proceeds from the WRF Term Loan and the 2029 WRF Senior Notes (as defined below) to refinance the existing Wynn America credit facilities and the Wynn Resorts term loan and to pay related fees and expenses.

Subject to certain exceptions, the WRF Credit Facilities bear interest at LIBOR plus 1.75 % per annum.

In May 2023, WRF and certain of its subsidiaries entered into an amendment to the WRF Credit Facility Agreement to:

(i) transition the benchmark rate from LIBOR to Term SOFR and to make conforming changes, (ii) reduce the aggregate principal amount of revolving commitments under the revolving credit facility by $ 100.0 million, from $ 850.0 million to $ 750.0 million, (iii) extend the stated maturity date for lenders electing to extend their revolving commitments in an amount equal to approximately $ 681.3 million from September 20, 2024 to September 20, 2027, and (iv) extend the stated maturity date for lenders electing to extend their term loan commitments in an amount equal to approximately $ 749.4 million from September 20, 2024 to September 20, 2027.

Lenders who elected not to extend their revolving commitments in an amount equal to approximately $ 68.7 million remained subject to a stated maturity date of September 20, 2024, and lenders who elected not to extend their term loan commitments in an amount equal to approximately $ 75.6 million remained subject to a stated maturity date of September 20, 2024.

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 Company is required to make quarterly repayments on the WRF Term Loan of $ 12.5 million, with any remaining principal amount outstanding repayable in full on September 20, 2024.

The Company is required to make quarterly repayments on the WRF Term Loan of $ 10.3 million, with any remaining principal amount outstanding repayable in full on the term loan's respective stated maturity date.

In September 2024, WRF and certain of its subsidiaries entered into an amendment (the "WRF Credit Facility Amendment") to its existing credit agreement to extend the stated maturity of $ 68.7 million aggregate principal amount of revolving commitments and $ 71.8 million aggregate principal of term loan commitments from September 20, 2024 to September 20, 2027.

In connection with the 2024 WRF Credit Facility Amendment, the Company recognized a loss on debt financing transactions of $ 0.1 million within the accompanying Consolidated Statement of Operations, and the Company recorded debt issuance costs of $ 0.5 million within the Consolidated Balance Sheet.

The 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.

2 unchanged sentences

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.

On April 10, 2020 and November 27, 2020, the WRF Credit Agreement was amended to, among other things, implement a financial covenant relief period (the "Financial Covenant Relief Period") through April 1, 2022 and implement a financial covenant increase period (the "Financial Covenant Increase Period") commencing on the first day after the expiration of the Financial Covenant Relief Period and ending on the first day of the fourth fiscal quarter after the expiration of the Financial Covenant Relief Period, unless earlier terminated by WRF.

During the Financial Covenant Relief Period, the existing consolidated first lien net leverage ratio financial covenant was replaced with a minimum liquidity financial covenant that required WRF and its restricted subsidiaries to maintain liquidity of at least $ 325.0 million at all times (with liquidity being the sum of unrestricted operating cash, as defined in the WRF Credit Agreement, and the available borrowing capacity under the WRF Revolver).

WRF terminated the Financial Covenant Relief Period during the first quarter of 2022.

Following the termination of the Financial Covenant Relief Period, WRF may not permit the consolidated first lien net leverage ratio as of the last day of any fiscal quarter to exceed 3.75 to 1.00.

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").

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.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In May 2023, WRF and certain of its subsidiaries entered into an amendment (the "WRF Credit Facility Agreement Amendment") to its existing credit agreement among Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the other lenders party thereto.

The WRF Credit Facility Agreement Amendment amends the WRF Credit Facility Agreement to:

Lenders who elected not to extend their revolving commitments in an amount equal to approximately $ 68.7 million will remain subject to a stated maturity date of September 20, 2024, and lenders who elected not to extend their term loan commitments in an amount equal to approximately $ 75.6 million will remain subject to a stated maturity date of September 20, 2024.

In connection with the WRF Credit Facility Agreement Amendment, the Company recognized a loss on debt financing transactions of $ 1.2 million within the accompanying Consolidated Statements of Operations, and the Company recorded debt issuance costs of $ 5.1 million, within the Consolidated Balance Sheet.

WRF Senior Notes

During 2020 and 2019, WRF and its subsidiary Wynn Resorts Capital Corp.

(collectively with WRF, the "WRF Issuers"), each an indirect wholly owned subsidiary of the Company, issued $ 600.0 million aggregate principal amount of 7 3/4% Senior Notes due 2025 (the "2025 WRF Senior Notes") and $ 750.0 million aggregate principal amount of 5 1/8% Senior Notes due 2029 (the "2029 WRF Senior Notes").

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") pursuant to an indenture among the WRF Issuers, the guarantors party thereto, and the Trustee, in a private offering.

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.

The net proceeds from the 2031 WRF Add-On Senior Notes, together with cash held by Wynn Resorts, were used to repurchase an aggregate $ 796.7 million of the outstanding principal amount of the 2025 WLV Senior Notes (as defined below) and to pay the applicable tender premium and related fees and expenses.

In connection with the issuance of the 2031 WRF Add-On Senior Notes and the repurchase of the 2025 WLV Senior Notes in February and March 2024 (as further discussed below), the Company recognized a loss on debt financing transactions of $ 1.6 million within the accompanying Consolidated Statements of Operations, and the Company recorded debt issuance costs of $ 5.6 million within the accompanying Consolidated Balance Sheet.

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 proceeds of $ 795.0 million, net of $ 5.0 million of related fees and expenses.

Also on February 16, 2023, the WRF Issuers completed a cash tender offer for any and all of the outstanding principal amount of the 2025 WRF Senior Notes, and accepted for purchase valid tenders with respect to $ 506.4 million and paid a tender premium of $ 12.4 million.

The Company used a portion of the net proceeds from the offering of the 2031 WRF Senior Notes to purchase such tendered 2025 WRF Senior Notes and to pay related fees and expenses.

In April 2023, WRF repurchased all of the outstanding 2025 WRF Senior Notes using the remaining net proceeds from the issuance of the 2031 WRF Senior Notes and cash held by WRF, at a price equal to 101.938 % of the principal amount plus accrued interest under the terms of its indenture.

In connection with the issuance of the 2031 WRF Senior Notes and purchase of the 2025 WRF Senior Notes, the Company recognized a loss on debt financing transactions of $ 10.6 million within the accompanying Consolidated Statements of Operations, and the Company recorded debt issuance costs of $ 11.4 million within the accompanying Consolidated Balance Sheet.

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 2031 Senior Notes and 2029 Senior Notes, the "WRF Senior Notes") pursuant to a supplemental indenture to the 2031 Senior Notes indenture dated as of February 16, 2023.

The 2031 WRF Add-On Senior Notes were issued at a price equal to 103.0 % of the principal amount, for net proceeds of approximately $ 409 million.

The Company used the net proceeds from the offering of the 2031 WRF Add-On Senior Notes and cash held by Wynn Resorts to repurchase $ 678.0 million of the outstanding principal amount of the 2025 WLV Senior Notes (see definition below) and to pay related fees and expenses.

The WRF Senior Notes were issued pursuant to indentures (the "WRF Indentures") among the WRF Issuers, the guarantors party thereto, and U.S.

A portion of the proceeds from the offering of the 2033 WRF Senior Notes was used in October 2024 to repurchase the remaining outstanding principal amount of the 2025 WLV Senior Notes (as defined below) in full.

In connection with the issuance of the 2033 WRF Senior Notes and the repurchase of the 2025 WLV Senior Notes in October 2024 (as further discussed below), the Company recognized a loss on debt financing transactions of $ 1.1 million within the accompanying Consolidated Statements of Operations, and the Company recorded debt issuance costs of $ 8.2 million within the accompanying Consolidated Balance Sheet.

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").

1 unchanged sentence

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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 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.

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Wynn Las Vegas, LLC and Wynn Las Vegas Capital Corp.

("Capital Corp." and together with Wynn Las Vegas, LLC, the "Issuers") issued $ 500.0 million 4 1/4% Senior Notes due 2023 (the "2023 WLV Senior Notes"), $ 1.80 billion 5 1/2% Senior Notes due 2025 (the “2025 WLV Senior Notes”), and $ 900.0 million 5 1/4% Senior Notes due 2027 (the 2027 WLV Senior Notes) pursuant to indentures, dated as of May 22, 2013 (the "2023 Indenture"), February 18, 2015 (the "2025 Indenture"), and May 11, 2017 (the "2027 Indenture"), respectively, among the Issuers, the Guarantors (as defined below) and the Trustee.

In March 2023, the Company repurchased all of its outstanding 2023 WLV Senior Notes, representing an aggregate principal amount of $ 500.0 million, using cash held by WRF, at a price equal to 100 % of the principal amount plus accrued interest under the terms of its indenture.

In connection with the repurchase, the Company recognized a loss on debt financing transaction of $ 1.0 million within the accompanying Consolidated Statements of Operations.

In August 2023, Wynn Las Vegas repurchased $ 400.0 million aggregate principal amount of its 2025 WLV Senior Notes, at a price equal to 94 % of the principal amount, plus accrued interest and an early tender premium of $ 20.0 million to the holders of validly tendered 2025 WLV Senior Notes.

WRF used cash held by Wynn Resorts to purchase such tendered 2025 WLV Senior Notes and to pay the tender premium and related fees and expenses.

In connection with the completion of the tender, the Company recognized a gain on debt financing transaction of $ 2.9 million within the accompanying Consolidated Statements of Operations.

In February 2024, Wynn Las Vegas repurchased $ 678.0 million aggregate principal amount of its 2025 WLV Senior Notes, at a price equal to 97.2 % of the principal amount, plus accrued interest and an early tender premium of $ 20.3 million to the holders of validly tendered 2025 WLV Senior Notes.

The Company used the net proceeds from the 2031 WRF Add-On Senior Notes and cash held by Wynn Resorts, to purchase such validly tendered 2025 WLV Senior Notes and to pay the tender premium and related fees and expenses.

The 2025 WLV Senior Notes and 2027 WLV Senior Notes are collectively referred to as the "WLV Senior Notes." The 2025 Indenture and 2027 Indenture are collectively referred to as the "WLV Indentures."

("Capital Corp." and together with Wynn Las Vegas, LLC, the "Issuers") issued $ 1.80 billion 5 1/2% Senior Notes due 2025 (the "2025 WLV Senior Notes"), and $ 900.0 million 5 1/4%

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Senior Notes due 2027 (the 2027 WLV Senior Notes) pursuant to indentures, dated February 18, 2015 (the "2025 Indenture"), and May 11, 2017 (the "2027 Indenture"), respectively, among the Issuers, the WLV Guarantors (as defined below) and the Trustee.

In February and March 2024, Wynn Las Vegas repurchased $ 800.0 million aggregate principal amount of 2025 WLV Senior Notes, which consisted of i) $ 681.0 million aggregate principal amount of validly tendered notes repurchased at a price equal to 97.2 % of the principal amount, plus accrued interest and an early tender premium of $ 20.3 million, and ii) $ 119.0 million aggregate principal amount of notes repurchased on a pro-rata basis at a price equal to 100 % of the principal amount, plus accrued interest, under the terms of its indenture.

Included in the $ 119.0 million repurchase was $ 3.3 million aggregate principal amount of 2025 WLV Senior Notes held by Wynn Resorts.

The Company used the net proceeds from the 2031 WRF Add-On Senior Notes and cash held by WRF to purchase such validly tendered 2025 WLV Senior Notes and to pay the early tender premium and related fees and expenses.

In October 2024, Wynn Las Vegas repurchased the remaining $ 600.0 million aggregate principal amount of its 2025 WLV Senior Notes at a price equal to 100.0 % of the principal amount, plus a "make-whole" amount and accrued interest, under the terms of its indenture.

Included in the $ 600.0 million repurchase was $ 16.7 million aggregate principal amount of 2025 WLV Senior Notes held by Wynn Resorts.

In 2018, Wynn Resorts purchased $ 20.0 million principal amount of 2027 WLV Senior Notes through open market purchases.

As of December 31, 2024, Wynn Resorts holds the 2027 WLV Senior Notes and has not contributed it to its wholly owned subsidiary, WLV.

The 2027 WLV Senior Notes are the WLV Issuers' senior unsecured obligations and each rank pari passu in right of payment.

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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.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The WLV Senior Notes are jointly and severally guaranteed by all of the Issuers' subsidiaries, other than Capital Corp., which was a co-issuer.

The guarantees are senior unsecured obligations of the 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 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 WLV Indentures contain covenants limiting the WLV Issuers' and the guarantors' ability to create liens on assets to secure debt;

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;

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These covenants are subject to a number of important and significant limitations, qualifications and exceptions.

Events of default under the WLV Indentures include, among others, the following:

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 WLV Indentures;

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 WLV Issuers or any guarantor, all WLV Senior Notes then outstanding will become due and payable immediately without further action or notice.

In 2018, Wynn Resorts purchased $ 20.0 million principal amount of each of the 2025 WLV Senior Notes and 2027 WLV Senior Notes through open market purchases, for a total of $ 40.0 million.

As of December 31, 2023, Wynn Resorts holds this debt and has not contributed it to its wholly owned subsidiary, Wynn Las Vegas, LLC.

The WLV 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.

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.

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Therefore, the 2027 WLV Senior Notes may not be offered or sold within the United States to, or for the account or benefit of, any United States person unless the offer or sale would qualify for a registration exemption from the Securities Act and applicable state securities laws.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Retail Term Loan

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The Retail Term Loan is secured by substantially all of the assets of the Retail Borrowers.

The Retail Term Loan matures on July 24, 2025 and bears interest at a rate of SOFR plus an adjustment of 0.10 % plus 1.70 % per annum.

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 accordance with the Retail Term Loan Second Amendment, the Retail Borrowers entered into an interest rate collar agreement with a SOFR floor of 1.00 % and a ceiling of 3.67 %.

In accordance with the terms of the Retail Term Loan Agreement, the Retail Borrowers entered into an interest rate collar with a notional value of $ 615.0 million and a termination date of August 1, 2024, the underlying reference rate of which was transitioned from LIBOR to SOFR concurrently with the Retail Term Loan.

The Company measured the fair value of the interest rate collar based on a Black-Scholes option pricing model, which incorporates observable market inputs such as market volatility and interest rates, with changes in fair value recorded in earnings.

As of December 31, 2023, the fair value of the interest rate collar was an asset of $ 5.8 million, recorded in Prepaid expenses and other in the accompanying Consolidated Balance Sheets.

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.

In connection with the Retail Term Loan Amendment, the Company recognized a loss on debt financing transaction of $ 0.1 million within the accompanying Consolidated Statements of Operations, and the Company recorded debt issuance costs of $ 2.4 million within the accompanying Consolidated Balance Sheet.

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, 2024, the fair value of the interest rate swap was an asset of $ 7.5 million, of which $ 3.9 million was recorded in Prepaid expenses and other and $ 3.6 million was recorded in Other assets 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.

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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.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In accordance with the terms of the Retail Term Loan Agreement, the Retail Borrowers entered into an interest rate collar with a notional value of $ 615.0 million, the underlying reference rate of which was transitioned from LIBOR to SOFR concurrently with the Retail Term Loan.

The interest rate collar establishes a range whereby the Retail Borrowers will pay the counterparty if one-month SOFR falls below the established floor rate of 1.00 %, and the counterparty will pay the Retail Borrowers if one-month SOFR exceeds the ceiling rate of 3.67 %.

The interest rate collar settles monthly through the termination date in August 2024.

No payments or receipts are exchanged on interest rate collar contracts unless interest rates rise above or fall below the pre-determined ceiling or floor rate, respectively.

As of December 31, 2023, the fair value of the interest rate collar was an asset of $ 5.8 million, recorded in Prepaid expenses and other in the accompanying Consolidated Balance Sheets.

As of December 31, 2022, the fair value of the interest rate collar was a liability of $ 10.4 million, of which $ 6.7 million was recorded in Prepaid expenses and other, and $ 3.7 million was recorded in Other assets in the accompanying Consolidated Balance Sheets.

Debt Covenant Compliance

As of December 31, 2024, management believes the Company was in compliance with all debt covenants.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Scheduled Maturities of Long-Term Debt

19 unchanged sentences

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company used a binomial lattice model in order to estimate the fair value of the embedded derivative in the WML Convertible Bonds.

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The expected life of the WML Convertible Bonds is assumed to be equivalent to their remaining term to maturity.

The dividend yield is based on the historical WML dividend rate over the last several years.

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, 2023 March 2, 2023 (Pricing date)

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

December 31, 2024 December 31, 2023

WML stock price HK$ 5.39 HK$ 6.43

3 unchanged sentences

Dividend yield (1)

In connection with the completion of the Offering on March 7, 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.

(1) Dividend yield is assumed to be zero in the lattice model used to value the WML Convertible Bond Conversion Option Derivative, due to a dividend protection feature in the WML Convertible Bond Agreement.

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, 2023, the estimated fair value of the embedded derivative was a liability of $ 73.7 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 $ 49.7 million within Change in derivatives fair value in the accompanying Consolidated Statements of Operations for the year ended December 31, 2023.

As of December 31, 2024 and 2023, the estimated fair value of the embedded derivative was a liability of $ 33.0 million and $ 73.7 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 $ 40.7 million and $ 49.7 million within Change in derivatives fair value in the accompanying Consolidated Statements of Operations for the years ended December 31, 2024 and 2023.

Note 9 - Stockholders' Deficit

Equity Repurchase Program

In April 2016, the Company's board of directors authorized an equity repurchase program of up to $ 1.00 billion, which may include repurchases by the Company of its common stock from time to time through open market purchases, privately negotiated transactions, and under plans complying with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended.

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, 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.

During the year ended December 31, 2022, repurchased 2,956,331 shares of its common stock at an average price of $ 57.95 per share for an aggregate cost of $ 171.3 million under the equity repurchase program.

During the year ended December 31, 2023, the Company repurchased 2,206,573 shares of its common stock at an average price of $ 88.61 per share for an aggregate cost of $ 195.5 million under the equity repurchase program.

As of December 31, 2024, the Company had $ 813.0 million in repurchase authority remaining under the program.

The Company paid a cash dividend of $ 0.25 per share in each of the quarters ended June 30, 2023, September 30, 2023 and December 31, 2023 and recorded $ 28.5 million, $ 28.2 million and $ 28.4 million respectively, against accumulated deficit.

No dividends were paid during the years ended December 31, 2022 and 2021.

On February 7, 2024, the Company declared a cash dividend of $ 0.25 per share, payable on February 29, 2024 to stockholders of record as of February 20, 2024.

The Company paid a cash dividend of $ 0.25 per share 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 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.

No dividends were paid during the year ended December 31, 2022.

On February 13, 2025, the Company declared a cash dividend of $ 0.25 per share, payable on March 5, 2025 to stockholders of record as of February 24, 2025.

Noncontrolling Interests

Wynn Macau, Limited

In October 2009, WML, the developer, owner and operator of Wynn Macau and Wynn Palace, listed its ordinary shares of common stock on The Stock Exchange of Hong Kong Limited through an initial public offering.

The Company currently owns

WML's ordinary shares of common stock are listed on The Stock Exchange of Hong Kong Limited.

As of December 31, 2024, the Company owned approximately 72 % of this subsidiary's common stock.

The shares of WML were not and will not be

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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 United States absent a registration under the Securities Act, or an applicable exception from such registration requirements.

registered under the Securities Act and may not be offered or sold in the United States absent a registration under the Securities Act, or an applicable exception from such registration requirements.

In June 2024 and September 2024, WML paid a cash dividend of HK$ 0.075 per share for a total U.S.

dollar equivalent of approximately $ 50.4 million and $ 50.5 million, respectively.

The Company's share of these dividends were $ 36.0 million and $ 36.1 million, respectively, and the noncontrolling interest holders' share of this dividend was $ 14.4 million in each of the quarters ended June 30, 2024 and September 30, 2024.

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") on March 2, 2023 (as amended on March 30, 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.

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.

On March 6, 2023, the WML Stock Borrower borrowed 459,774,985 ordinary shares of WML under the Securities Lending Agreement and on April 3, 2023 returned 280,000,000 of such shares to WM Cayman I.

In March 2023, the WML Stock Borrower borrowed 459,774,985 ordinary shares of WML under the Securities Lending Agreement and in April 2023 returned 280,000,000 of such shares to WM Cayman I.

As of the date of this report, the WML Stock Borrower held 179,774,985 WML shares under the Securities Lending Agreement.

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For more information on the Retail Joint Venture, see Note 19, "Retail Joint Venture."

During the year ended December 31, 2022, in exchange for cash consideration of $ 50.0 million, the Company sold to Crown Acquisitions Inc.

a 49.9 % interest in certain additional retail space contributed by the Company to the Retail Joint Venture.

In connection with this transaction, the Company recorded $ 48.6 million of additional paid-in capital and $ 1.5 million of noncontrolling interest, within Contribution from noncontrolling interest in the accompanying Consolidated Statement of Stockholders' Deficit for the year ended December 31, 2022.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

8 unchanged sentences

Restricted cash $ 95,638 $ 6,434 $ 89,204 $ —

Fixed deposits $ 550,000 $ — $ 550,000 $ —

Interest rate collar $ 5,769 $ — $ 5,769 $ —

Interest rate swap $ 7,510 $ — $ 7,510 $ —

WML Convertible Bond Conversion Option Derivative (see Note 8)

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Restricted cash $ 90,226 $ 2,170 $ 88,056 $ —

Fixed deposits $ 550,000 $ — $ 550,000 $ —

Interest rate collar $ 5,769 $ — $ 5,769 $ —

WML Convertible Bond Conversion Option Derivative (see Note 8) $ 73,744 $ — $ — $ 73,744

Note 11 - Benefit Plans

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The Company matches 50 % of employee contributions, up to 6 % of employees' eligible compensation.

During the years ended December 31, 2023, 2022 and 2021, the Company recorded matching contribution expenses of $ 10.2 million, $ 8.7 million, and $ 8.0 million contributions, respectively.

During the years ended December 31, 2024, 2023 and 2022, the Company recorded matching contribution expenses of $ 9.6 million, $ 10.2 million, and $ 8.7 million, respectively.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Wynn Macau SA also operates a defined contribution retirement benefit plan (the "Wynn Macau Plan").

7 unchanged sentences

During the years ended December 31, 2024, 2023 and 2022, the Company recorded matching contribution expenses of $ 17.1 million, $ 16.3 million, and $ 17.0 million, respectively.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Multi-Employer Pension Plans

Wynn Las Vegas, LLC contributes to a multi-employer defined benefit pension plan for certain of its union employees under the terms of the collective-bargaining agreement with the Culinary Workers Union, Local 226, and Bartenders Union, Local 165, which expires November 30, 2028.

The legal name of the multi-employer pension plan is the Southern Nevada Culinary and Bartenders Pension Plan (the "Plan") (EIN:

88-6016617 Plan Number:

The Company recorded expenses of $ 15.8 million, $ 13.5 million, and $ 9.8 million for contributions to the Plan for the years ended December 31, 2023, 2022 and 2021, respectively.

For the 2022 plan year, the most recent for which plan data is available, the Company's contributions were identified by the Plan to exceed 5 % of total contributions for that year.

Based on information the Company received from the Plan, it was certified to be in neither endangered nor critical status for the 2022 plan year.

Wynn Las Vegas, LLC contributes to a multi-employer defined benefit pension plan for certain of its union employees under the terms of the collective bargaining agreement with the International Brotherhood of Teamsters, Local 986, which expires July 21, 2024.

The legal name of the multi-employer pension plan is the Western Conference of Teamsters Pension Trust Fund (the "Fund") (EIN:

91-6145047 Plan Numbers:

217718, 217830).

The Company recorded expenses of $ 0.2 million for contributions to the Fund for the year ended December 31, 2023.

Beginning as of January 1, 2024, Encore Boston Harbor contributes to multi-employer defined benefit pension plans for certain of its union employees under the terms of the collective-bargaining agreement with UNITE HERE Local 26 affiliated with UNITE HERE and International Brotherhood of Teamsters, Chauffeurs, Warehousemen & Helpers, Local 25, which expires on August 31, 2026.

The legal names of the multi-employer pension plans are the UNITE HERE!

Workers and Hospitality Employers Variable Defined Benefit Pension Fund (the "UNITE Plan") (EIN:

45-4227067 Plan Number:

026) and the New England Teamsters Pension Fund (the "Teamsters Plan") (EIN:

04-6372430 Plan Number:

Based on information the Company received from the UNITE Plan, it was certified to be in neither endangered nor critical status for 2022.

Based on information the Company received from the Teamsters Plan, it is in critical and declining status for 2024 as defined in the Pension Protection Act of 2006, and as amended by the Multiemployer Pension Reform Act of 2014.

Risks of participating in a multi-employer plan differ from single-employer plans for the following reasons:

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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 in 2024 and 2023, 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, 2024 and 2023, 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 2023 (1)

2024 2023 2022

Southern Nevada Culinary and Bartenders Pension Plan (2)

Wynn Las Vegas, LLC 88-6016617/1 Green Green $ 17,272 $ 15,849 $ 13,462 Yes 11/30/2028

Western Conference of Teamsters Pension Trust Fund Wynn Las Vegas, LLC 91-6145047/

217718,217830 Green Green 285 226 72 No 7/31/2029

Workers and Hospitality Employers Variable Defined Benefit Pension Fund (3)

Encore Boston Harbor

45-4227067/026 Green Green 3,955 — — No 8/31/2026

New England Teamster Pension Fund (3)

Encore Boston Harbor

04-6372430/001 Red (4)

516 — — No 8/31/2026

(1) Represents plan status for plan years ending in 2023 and 2022, which are the the most recent years for which plan data is available.

(2) 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.

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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company's primary liabilities associated with customer contracts are as follows (in thousands):

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The amounts are included in other accrued liabilities on the Consolidated Balance Sheets.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(4) Loyalty program and related liabilities represent the deferral of revenue until the loyalty points or other complimentaries are redeemed.

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The following sections describe each of these plans.

Wynn Resorts, Limited 2014 Omnibus Incentive Plan (the "WRL Omnibus Plan")

On May 16, 2014, the Company adopted the WRL Omnibus Plan after approval from its stockholders, which was adopted for a period of 10 years.

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.

The Company reserved 4,409,390 shares of its common stock for issuance under the WRL Omnibus Plan.

On June 25, 2020, the Company's shareholders approved an amendment to the WRL Omnibus Plan that increases the shares authorized for issuance by 1,500,000 shares, for an aggregate number of shares authorized for issuance to 5,909,390 shares.

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, 2024, the Company had 3,000,262 shares of its common stock available for grant as share-based awards under the WRL Omnibus Plan.

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

WML adopted the WML Share Option Plan on May 25, 2023 to supersede its share option plan adopted on May 30, 2019.

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 of WML, its subsidiaries, and related entities, and service providers of WML and its subsidiaries.

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The WML S hare O ption P lan was adopted for a period of 10 years commencing from May 25, 2023.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

WML adopted the WML Share Award Plan on May 25, 2023 to supersede its employee ownership scheme adopted on June 30, 2014.

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.

Wynn Interactive Ltd.

2020 Omnibus Incentive Plan (the "WIL Omnibus Plan")

On October 23, 2020, the Wynn Interactive board of directors adopted the WIL Omnibus Plan.

The WIL Omnibus Plan, which is administered by the Wynn Interactive board of directors, allows for an aggregate number of shares totaling 101,419 for the grant of stock options, restricted stock, restricted stock units, stock appreciation rights, performance awards, and other share-based awards to eligible participants.

As of December 31, 2023, there were 30,984 shares available to grant under the WIL Omnibus Plan.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Stock Options

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Exercisable as of December 31, 2024 24,287,400 $ 1.75 5.2 $ 167,630

WIL Omnibus Plan

Outstanding as of January 1, 2023 79,883 $ 878.27

Granted — $ —

Exercised — $ —

Forfeited or expired ( 12,145 ) $ 489.23

Outstanding as of December 31, 2023 67,738 $ 111.35 6.98 $ —

Fully vested and expected to vest as of December 31, 2023 67,738 $ 111.35 6.98 $ —

Exercisable as of December 31, 2023 59,525 $ 113.49 6.95 $ —

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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Weighted average grant date fair value $ — $ — $ 18.56

WML Share Option Plan (2)

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

Intrinsic value of stock options exercised $ 832 $ 1,475 $ —

Cash received from the exercise of stock options $ 1,017 $ 1,965 $ —

WIL Omnibus Plan (3)

WML Share Option Plan (2)

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

Intrinsic value of stock options exercised $ — $ — $ —

Cash received from the exercise of stock options $ — $ — $ —

(1) As of December 31, 2024, there was no unamortized compensation expense related to stock options.

(2) As of December 31, 2024, there was $ 4.3 million of unamortized compensation expense related to stock options, which is expected to be recognized over a weighted average period of 3.26 years.

(3) As of December 31, 2023, there was $ 1.6 million of unamortized compensation expense related to stock options, which is expected to be recognized over a weighted average period of 0.97 years.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Option Valuation Inputs

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Expected term (years) 6.5 6.5 6.5

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

Year Ended December 31,

2023 2022 2021

Expected dividend yield — % — % — %

Expected volatility — % 47.5 % 50.0 %

Risk-free interest rate — % 2.93 % 0.60 %

Expected term (years) — 5.1 6.3

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Nonvested and performance nonvested shares

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Nonvested as of December 31, 2024 24,522,449 $ 0.89

WIL Omnibus Plan

Nonvested as of January 1, 2023 10,886 $ 37.20

Granted — $ —

Vested ( 1,854 ) $ 37.07

Forfeited ( 6,822 ) $ 37.31

Nonvested as of December 31, 2023 2,210 $ 36.95

Certain members of the executive management team receive grants of nonvested share awards that are subject to service and performance conditions.

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The activity for these performance nonvested shares is included in the table above.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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):

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As of December 31, 2024, there was $ 54.5 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 1.88 years.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

December 31, 2023, there was $ 12.5 million of unamortized compensation expense under the WML Share Award Plan, which is expected to be recognized over a weighted average period of 2.51 years.

As of December 31, 2024, there was $ 11.2 million of unamortized compensation expense under the WML Share Award Plan, which is expected to be recognized over a weighted average period of 2.09 years.

Performance Share Units ("PSUs")

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Nonvested as of December 31, 2024 50,795 $ 115.94

The fair value of PSUs granted under the WRL Omnibus Plan during the year ended December 31, 2023 was estimated on the date of grant using a risk-free rate of 3.80 % and expected volatility of 55.0 %.

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,

Expected volatility 45 % 55 %

Risk-free interest rate 4.1 % 3.8 %

Annual Incentive Bonus

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The Company settled its obligations for the 2024, 2023, and 2022 annual incentive bonuses by issuing 94,350 , 84,130 , and 67,320 of vested shares with a weighted-average grant date fair value of $ 82.45 , $ 95.26 , and $ 98.61 , in January of the respective following year.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Compensation Cost

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Entertainment, retail and other 1,108 8,230 10,964

8,230 10,964 19,978

General and administrative 51,631 51,686 40,593

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Total stock-based compensation costs $ 64,271 $ 69,783 $ 70,873

(1) In 2021, reflects compensation cost of $ 2.7 million recognized in connection with the vesting of restricted stock performance awards.

During the years ended December 31, 2023, 2022 and 2021, the Company recognized income tax benefits in the Consolidated Statements of Operations of $ 10.0 million, $ 9.3 million, and $ 14.9 million, respectively, related to stock-based compensation expense.

Additionally, during the years ended December 31, 2023, 2022, and 2021, the Company realized tax benefits of $ 7.5 million, $ 8.9 million, and $ 8.0 million, respectively, related to stock option exercises and restricted stock vesting that occurred in those years.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

During the years ended December 31, 2024, 2023 and 2022, the Company recognized income tax benefits related to stock-based compensation expense in the Consolidated Statements of Operations of $ 9.9 million, $ 10.0 million, and $ 9.3 million, respectively.

Additionally, during the years ended December 31, 2024, 2023, and 2022, the Company realized tax benefits related to stock option exercises and restricted stock vesting of $ 5.8 million, $ 7.5 million, and $ 8.9 million, respectively.

Note 14 - Income Taxes

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Total income tax provision (benefit) $ 3,682 $ ( 496,834 ) $ 9,332

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The reconciliation of the U.S.

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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, 2022, the Company did not have any casino gaming profits exempt from the Macau Complementary Tax.

For the year ended December 31, 2023, the Company was exempt from the payment of Macau Complementary Tax totaling $ 77.4 million or $ 0.69 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.

In 2024, Wynn Macau SA renewed its agreement with the Macau government that provides for a payment in lieu of complementary tax on dividend distributions which would otherwise be borne by stockholders of Wynn Macau SA from January 1, 2023 through December 31, 2025.

The payment is $ 5.5 million for the year ended December 31, 2023.

Accounting standards require recognition of a future tax benefit to the extent that realization of such benefit is more likely than not;

otherwise, a valuation allowance is applied.

During the years ended December 31, 2023 and 2022, the aggregate

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

valuation allowance for deferred tax assets decreased $ 1.10 billion and $ 64.1 million, respectively.

The 2023 decrease is primarily related to the release of valuation allowance on foreign tax credits ("FTCs") and certain deferred tax assets as a result of achieving sustained profitability in the U.S.

The 2022 decrease is primarily related to utilization of FTCs and expiration of NOL carryforwards.

The Company recorded tax benefits resulting from the exercise of nonqualified stock options and the value of vested restricted stock and accrued dividends of $ 2.3 million, $ 0.7 million, and $ 1.9 million for the years ended December 31, 2023, 2022, and 2021, respectively, in excess of the amounts reported for such items as compensation costs under accounting standards related to stock-based compensation.

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

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Prepaid insurance, maintenance and taxes ( 15,447 ) ( 16,186 )

Property and equipment — ( 194 )

Other ( 20,228 ) ( 15,584 )

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( 2,159 ) ( 2,357 )

Net deferred tax asset (liability) $ 500,877 $ ( 1,905 )

As of December 31, 2023, the Company had FTC carryforwards (net of uncertain tax positions) of $ 1.2 billion.

Of this amount, $ 710.7 million will expire in 2024, $ 47.2 million in 2025, and $ 486.2 million in 2027.

The Company has a disallowed

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

interest carryforward of $ 682.3 million which does not expire.

Net deferred tax asset $ 507,716 $ 500,877

As of December 31, 2024, the Company had foreign tax credit ("FTC") carryforwards (net of uncertain tax positions) of $ 533.5 million.

Of this amount, $ 47.2 million will expire in 2025, and $ 486.3 million will expire in 2027.

The Company has a disallowed interest carryforward of $ 688.3 million which does not expire.

As of December 31, 2024, the Company had U.S.

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federal tax loss carryforwards do not expire.

The Company incurred foreign tax losses of $ 55.1 million, $ 424.2 million and $ 394.1 million during the tax years ended December 31, 2023, 2022 and 2021, respectively.

State net operating losses generally carry forward 20 years and will begin to expire in 2040.

The Company has foreign tax losses available of $ 38.2 million, $ 55.1 million and $ 154.6 million related to losses incurred in the tax years ended December 31, 2024, 2023 and 2022, respectively.

The majority of foreign tax loss carryforwards expire in 2027, 2026, and 2025, respectively.

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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 carryback, the reversal of net taxable temporary differences, the duration of statutory carryforward periods and tax planning strategies.

In the assessment of the valuation allowance, appropriate consideration is given to all positive and negative evidence including recent operating

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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 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.

In 2023, the Company considered both the achievement of sustained profitability and cumulative income as well as forecasted income and tax planning strategies to be significant forms of positive evidence.

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Therefore, the Company recorded a $ 1.10 billion net decrease to valuation allowances, including a $ 971.7 million decrease to valuation allowance on FTC carryforwards.

Of the $ 971.7 million decrease, $ 97.5 million relates to current year utilization and $ 572.6 million relates to expirations of FTCs in 2023.

The remaining $ 301.6 million represents FTCs more likely than not to be realized based on future taxable income and tax planning strategies.

Of the $ 971.7 million decrease, $ 97.5 million related to utilization and $ 572.6 million related to expirations of FTCs in 2023.

The remaining $ 301.6 million represented FTCs more likely than not to be realized based on future taxable income and tax planning strategies.

The Company also recorded a $ 158.0 million decrease in valuation allowance on disallowed interest expense carryforward.

The need for valuation allowances against deferred tax assets will be reassessed on a continuous basis in future periods and, as a result, the allowance may increase or decrease based on changes in facts and circumstances.

The Company relied solely on the reversal of net taxable temporary differences in assessing the need for a valuation allowance in the year ended December 31, 2022.

As of December 31, 2024 and 2023, the Company had valuation allowances provided on its deferred tax assets as follows (in thousands):

Foreign tax credits $ 247,973 $ 941,249

Disallowed interest expense carryforwards — 157,990

Intangible assets 36,850 46,084

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Increases based on tax positions of the current year 11,635 15,818 12,068

Increases based on tax positions of prior years — — 66,043

Reductions based on tax positions of prior years — — ( 2,637 )

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Balance at end of period $ 131,018 $ 135,671 $ 135,979

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

As of December 31, 2024, 2023 and 2022, unrecognized tax benefits of $ 130.9 million, $ 135.7 million and $ 135.9 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, 2023 and 2022.

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The Company anticipates that the 2020 statute of limitations will expire in the next 12 months for certain foreign tax jurisdictions.

Also, the Company's unrecognized tax benefits include certain income tax accounting methods, which govern the timing and deductibility of income tax deductions.

As a result, the Company's unrecognized tax benefits could decrease up to $ 1.5 million over the next 12 months.

Also, the Company's unrecognized tax benefits include certain income tax accounting methods, which govern the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

timing and deductibility of income tax deductions.

As a result, the Company's unrecognized tax benefits could increase up to $ 2.6 million over the next 12 months.

The Company files income tax returns in the U.S.

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The Company has participated in the IRS Compliance Assurance Program ("CAP") for the 2012 through 2024 tax years and will continue to participate in the IRS CAP for the 2025 tax year.

In January 2025, the Financial Services Bureau commenced an examination of the 2021 Macau income tax return of Wynn Macau SA.

On December 31, 2024, 2023 and 2022, the statute of limitations for the 2019, 2018, and 2017 Macau Complementary tax return expired, respectively.

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Diluted EPS is computed by dividing net income (loss) attributable to Wynn Resorts, adjusted for the potential dilutive impact assuming that the conversion of the WML Convertible Bonds occurred as of the date of their issuance 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 outstanding stock options and unvested restricted stock.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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):

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The lease payments, inclusive of PILOT payments, are $ 126.4 million in 2025, $ 128.8 million in 2026, $ 131.3 million in 2027, $ 133.7 million in 2028, $ 136.3 million in 2029, and $ 3.29 billion thereafter.

At December 31, 2023, the total liability associated with the lease was $ 1.51 billion.

At December 31, 2024 and 2023, the total liability associated with the lease was $1.51 billion.

Ground Leases

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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 and total payments of $ 8.4 million thereafter through 2037.

The land concession payments are expected to be $ 1.5 million per year through 2028, $ 1.3 million in 2029, and total payments of $ 7.2 million thereafter through 2037.

At December 31, 2024 and 2023, the total liability associated with these leases was $ 9.8 million and $ 10.4 million, respectively.

At December 31, 2024 and 2023, operating lease assets included $ 129.5 million and $ 141.2 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 $ 12.5 million per year from 2024 through 2028 and approximately $ 9.3 million per year thereafter through 2037.

The Company expects that the amortization associated with these leasehold interests will be approximately $ 12.6 million per year from 2025 through 2028, approximately $ 11.3 million in 2029, approximately $ 9.2 million per year from 2030 through 2036 and approximately $ 3.1 million in 2037.

Lessor Arrangements

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Wynn Al Marjan Island Agreements

In 2022, the Company, its co-investors in Wynn Al Marjan Island, and Island 3 AMI FZ-LLC 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 preopening services, in exchange for the reimbursement of its costs incurred in performing such services.

The Company has additionally agreed to perform management services of the Wynn Al Marjan Island integrated resort upon its opening, expected to be in 2027.

During the year ended December 31, 2023, the Company was reimbursed $ 19.8 million by Island 3 AMI FZ-LLC, for reimbursable costs.

No costs were reimbursed during the year ended December 31, 2022.

As of December 31, 2023 and 2022, the Company was owed $ 8.7 million and $ 5.0 million, respectively, by Island 3 AMI FZ-LLC, for reimbursable costs recorded in "Prepaid expenses and other" in the accompanying consolidated balance sheets.

In 2022, the Company, its co-investors in Wynn Al Marjan Island, and Island 3 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 preopening 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 Island 3 $ 49.5 million and $ 28.3 million for reimbursable costs during the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2024 and 2023, the Company was owed $ 6.9 million and $ 8.7 million, respectively, by Island 3, for reimbursable costs recorded in "Prepaid expenses and other" 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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Home Purchase

In 2022, Linda Chen, President and Executive Director of Wynn Macau SA exercised an option to purchase a home provided by the Company for her use for no consideration, as provided by the terms of her employment agreement.

Based on a third-party appraisal as of the date of option exercise, the estimated fair value of the home was $ 6.4 million.

The home purchase closed during the third quarter of 2022.

Cooperation Agreement

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Macau Gaming Concession

Wynn Macau SA committed to make certain non-gaming and gaming investments in the amount of MOP 17.73 billion (approximately $ 2.20 billion) over the course of the ten-year term of the Gaming Concession Contract.

In addition to the fixed and variable gaming premium and property transfer agreement payment obligations as described in Note 5, "Property and Equipment, net" and Note 6, "Goodwill and Intangible Assets, net," Wynn Macau SA committed to make certain non-gaming and gaming investments in the amount of MOP 21.03 billion (approximately $ 2.63 billion) over the course of the ten-year term of the Gaming Concession Contract.

MOP 19.80 billion (approximately $ 2.48 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.

Wynn Macau SA agreed, as part of its commitment for its Gaming Concession Contract, to increase its investment in non-gaming projects (original commitment of MOP 16.50 billion (approximately $ 2.05 billion) by 20 % once market-wide gross gaming revenues reached MOP 180.00 billion (approximately $ 22.36 billion) in any one year (the "Trigger Event").

As market wide gross gaming revenue exceeded MOP 180.00 billion (approximately $ 22.36 billion) in 2023, the Trigger Event occurred at the end of 2023 and each gaming concessionaire is now required to increase its original committed investment amount in non-gaming projects by 20 %.

Wynn Macau SA will comply with its further investment commitment by investing MOP 3.30 billion (approximately $ 409.9 million) over the course of the remaining 9 years of the Gaming Concession Contract in non-gaming capital projects.

The scope, nature and timing of the additional investment in non-gaming capital projects will be mutually agreed between Wynn Macau SA and the Macau SAR Government in due course and according to the terms of the Gaming Concession Contract.

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

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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, 2024 and 2023.

(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

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business purposes and hold travel documents issued by countries or regions other than the People’s Republic of China;

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;

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

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

Wynn Al Marjan Island Funding Commitment

Pursuant to the shareholders' agreement governing Island 3 AMI FZ-LLC, the unconsolidated entity in which the Company has a 40 % ownership interest and which owns the Wynn Al Marjan Island integrated resort development project in Ras Al Khaimah, United Arab Emirates, the Company, and the entity's other shareholders, have committed to fund the development of the project through capital contributions in an amount up to its pro rata share of at least 20 % of the project budget.

The amount and timing of such contributions are subject to approval by the entity's shareholders.

In 2022, the Company, its co-investors in Wynn Al Marjan Island, and Island 3 entered into agreements whereby the Company is required to contribute capital to Island 3 to fund 40 % of the project design and development costs in exchange for a pro-rata share of equity in Island 3.

During the year ended December 31, 2024, the Company contributed $ 541.7 million of cash into Island 3, bringing our life-to-date cash contributions to $ 631.7 million.

The cash contributed during the year was used primarily to fund our pro rata portion of the purchase of approximately 155 acres of land underlying the Wynn Al Marjan Island development site, including the remaining 70 acres of land on Island 3 for potential future development (the "Marjan Land

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The remaining 40 % pro-rata share of the required equity for the construction of Wynn Al Marjan Island is estimated to be between $ 700 million and $ 775 million inclusive of capitalized interest, fees, and certain improvements on the Island.

Wynn Al Marjan Island is currently expected to open in 2027.

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

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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).

As of December 31, 2023, the Company was obligated to make future payments of $ 97.0 million, $ 66.1 million, $ 25.1 million, $ 6.8 million, $ 2.1 million, and $ 2.7 million during the years ending December 31, 2024, 2025, 2026, 2027, 2028, and thereafter, respectively.

As of December 31, 2024, future payment amounts of $ 106.9 million, $ 70.2 million, $ 32.3 million, $ 4.6 million, $ 1.5 million, and $ 1.3 million will be paid during the years ending December 31, 2025, 2026, 2027, 2028, 2029, and thereafter, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Other Commitments

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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.

Macau Litigation Related to Dore

Wynn Macau SA has been named as a defendant in lawsuits filed in the Macau Court of First Instance by individuals who claim to be investors in, or persons with credit in accounts maintained by, Dore Entertainment Company Limited ("Dore"), an independent, Macau registered and licensed company that operated a gaming promoter business at Wynn Macau.

In connection

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

with the alleged theft, embezzlement, fraud and/or other crime(s) perpetrated by a former employee of Dore (the "Dore Incident"), the plaintiffs of the lawsuits allege that Dore failed to honor withdrawal of funds deposited with Dore as investments or gaming deposits that allegedly resulted in certain losses for these individuals.

The principal allegations common to the lawsuits are that Wynn Macau SA, as a gaming concessionaire, should be held responsible for Dore’s conduct on the basis that Wynn Macau SA is responsible for the supervision of Dore’s activities at Wynn Macau that resulted in the purported losses.

The Company believes these cases are without merit and unfounded and intends to vigorously defend against the remaining claims pleaded against Wynn Macau SA in these lawsuits.

The Company has made estimates for potential litigation costs based upon its assessment of the likely outcome and has recorded provisions for such amounts in the accompanying consolidated financial statements.

No assurances can be provided as to the outcome of the pending Dore cases, and actual results may differ from these estimates.

Securities Class Action

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Ferris on behalf of all persons who purchased the Company's common stock between February 28, 2014 and January 25, 2018.

The complaint alleges, among other things, certain violations of federal securities laws and seeks to recover unspecified damages as well as attorneys' fees, costs and related expenses for the plaintiffs.

On April 15, 2019, the Company filed a motion to dismiss, which the court granted on May 27, 2020, with leave to amend.

On July 1, 2020, the plaintiffs filed an amended complaint.

On August 14, 2020, the Company filed a motion to dismiss the amended complaint.

On July 28, 2021, the court granted in part, and denied in part, the Company's motion to dismiss the amended complaint, dismissing certain of plaintiffs' claims, including all claims against current CEO Craig Billings and the individual directors, and allowing other claims to proceed against the Company and several of the Company's former executive officers, including Matthew Maddox, Stephen A.

The complaint alleged, among other things, certain violations of federal securities laws and sought to recover unspecified damages as well as attorneys' fees, costs and related expenses for the plaintiffs.

On July 28, 2021, the court dismissed certain of plaintiffs' claims, including all claims against current CEO Craig Billings and the individual directors, and allowed other claims to proceed against the Company and several of the Company's former executive officers, including Matthew Maddox, Stephen A.

Wynn, Kimmarie Sinatra, and Steven Cootey.

On March 2, 2023, the court granted the plaintiffs' motion for class certification and appointed lead counsel.

The parties are now proceeding with discovery.

The defendants in this action intend to vigorously defend against the claims pleaded against them and believe that the claims are without merit.

This action is in the preliminary stages and the Company has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of these actions or reasonably estimate the range of possible loss, if any.

On August 22, 2024, the parties reached an agreement to settle the action, in its entirety, for the amount of $ 70.0 million, of which the Company contributed $ 9.4 million.

The court preliminarily approved the settlement on October 10, 2024, and issued its final approval of the settlement on January 27, 2025.

The Company's $ 9.4 million net contribution toward the settlement is recorded within Property charges and other expenses within the accompanying Consolidated Statements of Operations for the year ended December 31, 2024.

Federal Investigation

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The Company received requests for information from the U.S.

Attorney’s Office for the Southern District of California relating to its anti-money laundering policies and procedures, and beginning in 2020 received several grand jury subpoenas regarding various transactions at Wynn Las Vegas relating to certain patrons and agents who reside or operate in foreign jurisdictions.

The Company continues to cooperate with the U.S.

Attorney's Office in its investigation, which remains ongoing.

Because no charges or claims have been brought, the Company is unable to predict the outcome of the investigation, the extent of the materiality of the outcome, or reasonably estimate the possible range of loss, if any, which could be associated with the resolution of any possible charges or claims that may be brought against the Company.

Attorney’s Office for the Southern District of California ("USAO") relating to its anti-money laundering policies and procedures, and beginning in 2020 received several grand jury subpoenas regarding various transactions at Wynn Las Vegas relating to certain patrons and agents who reside or operate in foreign jurisdictions.

On September 6, 2024, Wynn Las Vegas entered into a non-prosecution agreement (the "NPA") with the USAO and the United States Department of Justice (the "DOJ") resolving such investigation.

Pursuant to the NPA, Wynn Las Vegas agreed to forfeit $ 130.0 million in funds involved in transactions at issue and continue to make certain enhancements to its compliance program.

The DOJ agreed that, subject to Wynn Las Vegas’s fulfillment of its obligations under the NPA, it will not bring any criminal charges against Wynn Las Vegas concerning the subject matter of its investigation, subject to standard reservations of rights and certain reserved claims.

In reaching the resolution set forth in the NPA, the DOJ took into account the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

historical nature of the transactions at issue; Wynn Las Vegas’s cooperation with the DOJ’s multi-year investigation; that Wynn Las Vegas no longer employs or is affiliated with any of the individuals implicated in the transactions at issue; and Wynn Las Vegas’s extensive remedial measures, many of which were undertaken prior to the parties entering into the NPA.

The NPA resolves all prior U.S.

federal regulatory inquiries commenced in or about 2014 regarding compliance by Wynn Las Vegas with 18 U.S.C.

§ 1960 and the Bank Secrecy Act.

The $ 130.0 million forfeiture is recorded within Property charges and other expenses within the accompanying Consolidated Statements of Operations for the year ended December 31, 2024.

As set forth in the NPA, Wynn Las Vegas paid $ 65.0 million in 2024 and recorded the remaining $ 65.0 million (which will be paid in 2025) in Other accrued liabilities on the Consolidated Balance Sheet as of December 31, 2024.

Note 19 - Retail Joint Venture

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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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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 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.

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Note 20 - Segment Information

The Company has identified its reportable segments based on factors such as geography, regulatory environment, the information reviewed by its chief operating decision maker, and the Company's organizational and management reporting structure.

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.

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:

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(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;

(iv) Encore Boston Harbor;

and (v) Wynn Interactive.

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 and previous period amounts have been reclassified to be consistent with the current period presentation.

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

Year Ended December 31, 2024

2023 2022 2021

Wynn Palace Wynn Macau Las Vegas Operations Encore Boston Harbor Corporate and Other Total

Operating revenues

Macau Operations:

Casino $ 1,795,604 $ 1,230,351 $ 600,088 $ 635,314 $ — $ 4,261,357

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93,733 52,885 347,627 44,617 16,567 555,429

Total operating revenues 2,217,671 1,464,646 2,571,913 857,164 16,567 7,127,961

Cost of revenue (2)

533,331 410,810 1,549,877 422,974 17,283

Casino 970,269 216,639 476,999

Rooms 109,308 25,691 50,492

Food and beverage 68,017 25,334 32,420

Entertainment, retail and other (1)

Gaming taxes (3)

950,630 611,984 75,274 187,062 3,819

Adjusted Property EBITDAR (4)

$ 733,710 $ 441,852 $ 946,762 $ 247,128 $ ( 4,535 ) $ 2,364,917

Total Macau Operations 3,100,378 721,538 1,509,022

Las Vegas Operations:

Other operating expenses

Pre-opening 9,355

Depreciation and amortization 658,895

Property charges and other (5)

Corporate expense and other 148,236

Stock-based compensation 59,029

Triple-net operating lease expense 141,576

Total other operating expenses 1,232,186

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 )

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Year Ended December 31, 2023

Wynn Palace Wynn Macau Las Vegas Operations Encore Boston Harbor Corporate and Other Total

Operating revenues

Casino $ 1,471,280 $ 970,269 $ 628,185 $ 648,668 $ — $ 3,718,402

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109,215 65,940 297,635 41,270 85,127 599,187

Total Las Vegas Operations 2,480,606 2,132,136 1,503,681

Encore Boston Harbor:

Total operating revenues 1,886,844 1,213,534 2,480,606 865,786 85,127 6,531,897

Cost of revenue (2)

486,909 378,178 1,458,789 418,784 106,752

Gaming taxes (3)

784,089 497,265 75,574 189,593 21,021

Adjusted Property EBITDAR (4)

$ 615,846 $ 338,091 $ 946,243 $ 257,409 $ ( 42,646 ) $ 2,114,943

Other operating expenses

Pre-opening 9,468

Depreciation and amortization 687,270

Impairment of goodwill and intangible assets 94,490

Property charges and other (5)

Corporate expense and other 146,430

Stock-based compensation 64,515

Triple-net operating lease expense 141,722

Total other operating expenses 1,274,772

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Year Ended December 31, 2022

Wynn Palace Wynn Macau Las Vegas Operations Encore Boston Harbor Corporate and Other Total

Operating revenues

Casino $ 255,886 $ 216,639 $ 535,279 $ 624,738 $ — $ 1,632,541

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78,778 43,585 243,051 38,439 72,078 475,932

Total Encore Boston Harbor 865,786 831,073 691,523

Wynn Interactive:

Entertainment, retail and other 85,127 72,078 59,438

Total Wynn Interactive 85,127 72,078 59,438

Total operating revenues 410,289 311,249 2,132,136 831,073 72,078 3,756,825

(1) Includes lease revenue accounted for under lease accounting guidance.

For more information on leases, see Note 16, "Leases".

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Year Ended December 31,

Cost of revenue (2)

365,064 319,443 1,265,818 405,413 148,233

Gaming taxes (3)

141,782 115,853 65,223 182,274 22,335

Adjusted Property EBITDAR (4)

Macau Operations:

Wynn Palace $ 615,846 $ ( 96,557 ) $ 91,646

Wynn Macau 338,091 ( 124,047 ) 4,209

Total Macau Operations 953,937 ( 220,604 ) 95,855

Las Vegas Operations 946,243 801,095 530,878

Encore Boston Harbor 257,409 243,386 210,068

Wynn Interactive ( 42,646 ) ( 98,490 ) ( 267,360 )

Total 2,114,943 725,387 569,441

$ ( 96,557 ) $ ( 124,047 ) $ 801,095 $ 243,386 $ ( 98,490 ) $ 725,387

Other operating expenses

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Depreciation and amortization 692,318

Gain on EBH Transaction, net — ( 181,989 ) —

Gain on EBH Transactions, net ( 181,989 )

Impairment of goodwill and intangible assets 48,036

Property charges and other 65,116

130,877 65,116 40,508

Corporate expenses and other 146,430 102,539 95,199

Corporate expense and other 102,539

Stock-based compensation 67,627

Triple-net operating lease rent expense 141,722 11,773 —

Triple-net operating lease expense 11,773

Total other operating expenses 826,063

Operating income (loss) 840,171 ( 100,676 ) ( 394,541 )

Operating loss ( 100,676 )

Other non-operating income and expenses

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Loss on debt financing transactions —

Other ( 11,479 ) 5,811 ( 23,926 )

Total other non-operating income and expenses ( 599,360 )

Income (loss) before income taxes 285,383 ( 700,036 ) ( 1,011,516 )

Benefit (provision) for income taxes 496,834 ( 9,332 ) ( 474 )

Net income (loss) 782,217 ( 709,368 ) ( 1,011,990 )

Net (income) loss attributable to noncontrolling interests ( 52,223 ) 285,512 256,204

Net income (loss) attributable to Wynn Resorts, Limited $ 729,994 $ ( 423,856 ) $ ( 755,786 )

Loss before income taxes ( 700,036 )

Provision for income taxes ( 9,332 )

Net loss ( 709,368 )

Net income attributable to noncontrolling interests 285,512

Net loss attributable to Wynn Resorts, Limited $ ( 423,856 )

(1) Except for Corporate and other, 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.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(1) "Adjusted Property EBITDAR" is net income (loss) before interest, income taxes, depreciation and amortization, pre-opening expenses, gain on EBH Transaction, net, impairment of goodwill and intangible assets, property charges and other, triple-net operating lease rent expense related to Encore Boston Harbor, management and license fees, corporate expenses and other (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.

(4) "Adjusted Property EBITDAR" is net income (loss) before interest, income taxes, depreciation and amortization, pre-opening expenses, gain on EBH Transaction, net, 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.

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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) 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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Encore Boston Harbor 32,652 70,578 20,187

Wynn Interactive 4,620 4,925 13,624

Corporate and other 62,361 93,201 8,605

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Encore Boston Harbor 1,980,420 2,006,565 2,080,424

Wynn Interactive 81,231 213,837 287,805

Corporate and other 2,835,231 3,129,761 3,583,938

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Operating revenues $ 1,423,679 $ 1,595,822 $ 1,671,936 $ 1,840,460 $ 6,531,897

Operating income (loss) $ (94,865) $ (52,028) $ (52,991) $ 99,208 $ (100,676)

Net loss $ (254,610) $ (213,422) $ (207,791) $ (33,545) $ (709,368)

Operating income $ 169,515 $ 250,336 $ 62,595 $ 357,725 $ 840,171

Net income (loss) $ 1,146 $ 127,835 $ (120,541) $ 773,777 $ 782,217

Net income (loss) attributable to Wynn Resorts, Limited $ 12,332 $ 105,184 $ (116,678) $ 729,156 $ 729,994

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data