What changed in this filing

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Item 1. Financial Statements

2025-08-07 compared with 2025-05-06 · 221 added, 68 removed, 559 unchanged (34% of the section changed)

3 unchanged sentences

(in thousands, except share data)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Current assets:

7 unchanged sentences

Restricted cash 95,276 95,638

Goodwill and intangible assets, net 265,233 273,062

Intangible assets, net 237,852 254,599

Operating lease assets 1,793,549 1,797,276

30 unchanged sentences

Additional paid-in capital 3,755,873 3,698,800

Accumulated other comprehensive loss ( 3,073 ) ( 5,700 )

Accumulated other comprehensive income (loss) 10,572 ( 5,700 )

Accumulated deficit ( 1,590,690 ) ( 1,676,990 )

7 unchanged sentences

(in thousands, except per share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Operating revenues:

39 unchanged sentences

(in thousands)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net income $ 76,961 $ 146,273 $ 158,366 $ 322,771

8 unchanged sentences

(in thousands, except share data)

For the three months ended March 31, 2025

For the three months ended June 30, 2025

outstanding Par

8 unchanged sentences

stockholders'

Balances, April 1, 2025 105,869,624 $ 1,341 $ ( 2,455,134 ) $ 3,727,019 $ ( 3,073 ) $ ( 1,630,831 ) $ ( 360,678 ) $ ( 741,243 ) $ ( 1,101,921 )

Net income — — — — — 66,218 66,218 10,743 76,961

Currency translation adjustment — — — — 13,645 — 13,645 4,461 18,106

Exercise of stock options 2,262 — — 154 — — 154 — 154

Issuance of restricted stock 160,677 2 — ( 2 ) — — — — —

Cancellation of restricted stock ( 3,285 ) — — — — — — — —

Shares repurchased by the Company and held as treasury shares ( 2,052,449 ) — ( 163,504 ) — — — ( 163,504 ) — ( 163,504 )

Cash dividends declared — — — — — ( 26,077 ) ( 26,077 ) ( 35,534 ) ( 61,611 )

Distribution to noncontrolling interest — — — — — — — ( 6,038 ) ( 6,038 )

Transactions with subsidiary minority shareholders — — — ( 289 ) — — ( 289 ) 289 —

Stock-based compensation — — — 28,991 — — 28,991 888 29,879

Balances, June 30, 2025 103,976,829 $ 1,343 $ ( 2,618,638 ) $ 3,755,873 $ 10,572 $ ( 1,590,690 ) $ ( 441,540 ) $ ( 766,434 ) $ ( 1,207,974 )

For the three months ended June 30, 2024

outstanding Par

value Treasury

stock Additional

capital Accumulated

comprehensive

income Accumulated deficit Total Wynn Resorts, Ltd.

stockholders'

deficit Noncontrolling

interests Total

stockholders'

Balances, April 1, 2024 112,071,149 $ 1,335 $ ( 1,849,172 ) $ 3,656,809 $ 4,830 $ ( 1,950,755 ) $ ( 136,953 ) $ ( 809,427 ) $ ( 946,380 )

Net income — — — — — 111,943 111,943 34,330 146,273

Currency translation adjustment — — — — ( 2,617 ) — ( 2,617 ) ( 1,026 ) ( 3,643 )

Issuance of restricted stock 65,310 — — — — — — — —

Cancellation of restricted stock ( 5,756 ) — — — — — — — —

Shares repurchased by the Company and held as treasury shares ( 755,641 ) — ( 69,423 ) — — — ( 69,423 ) — ( 69,423 )

Cash dividends declared — — — — — ( 28,014 ) ( 28,014 ) ( 14,376 ) ( 42,390 )

Distribution to noncontrolling interest — — — — — — — ( 2,645 ) ( 2,645 )

Transactions with subsidiary minority shareholders — — — ( 74 ) — — ( 74 ) 74 —

Stock-based compensation — — — 15,314 — — 15,314 932 16,246

Balances, June 30, 2024 111,375,062 $ 1,335 $ ( 1,918,595 ) $ 3,672,049 $ 2,213 $ ( 1,866,826 ) $ ( 109,824 ) $ ( 792,138 ) $ ( 901,962 )

The accompanying notes are an integral part of these condensed consolidated financial statements.

For the six months ended June 30, 2025

outstanding Par

value Treasury

stock Additional

capital Accumulated

comprehensive

loss Accumulated deficit Total Wynn Resorts, Ltd.

stockholders'

deficit Noncontrolling

interests Total

stockholders'

Balances, January 1, 2025 107,821,567 $ 1,336 $ ( 2,241,607 ) $ 3,698,800 $ ( 5,700 ) $ ( 1,676,990 ) $ ( 224,161 ) $ ( 744,442 ) $ ( 968,603 )

1 unchanged sentence

Currency translation adjustment — — — — 16,272 — 16,272 5,464 21,736

Exercise of stock options 2,262 — — 154 — — 154 — 154

Issuance of restricted stock 721,583 7 — 7,915 — — 7,922 — 7,922

5 unchanged sentences

Stock-based compensation — — — 47,735 — — 47,735 2,270 50,005

Balances, March 31, 2025 105,869,624 $ 1,341 $ ( 2,455,134 ) $ 3,727,019 $ ( 3,073 ) $ ( 1,630,831 ) $ ( 360,678 ) $ ( 741,243 ) $ ( 1,101,921 )

For the three months ended March 31, 2024

Balances, June 30, 2025 103,976,829 $ 1,343 $ ( 2,618,638 ) $ 3,755,873 $ 10,572 $ ( 1,590,690 ) $ ( 441,540 ) $ ( 766,434 ) $ ( 1,207,974 )

For the six months ended June 30, 2024

outstanding Par

19 unchanged sentences

Stock-based compensation — — — 27,808 — — 27,808 2,333 30,141

Balances, March 31, 2024 112,071,149 $ 1,335 $ ( 1,849,172 ) $ 3,656,809 $ 4,830 $ ( 1,950,755 ) $ ( 136,953 ) $ ( 809,427 ) $ ( 946,380 )

Balances, June 30, 2024 111,375,062 $ 1,335 $ ( 1,918,595 ) $ 3,672,049 $ 2,213 $ ( 1,866,826 ) $ ( 109,824 ) $ ( 792,138 ) $ ( 901,962 )

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

18 unchanged sentences

Investments in unconsolidated affiliates ( 130,642 ) ( 428,964 )

Proceeds from maturity of investments — 350,000

Purchase of intangible and other assets ( 450 ) ( 2,614 )

35 unchanged sentences

In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary to a fair presentation of the results for the interim periods presented.

The results for the three months ended March 31, 2025 are not necessarily indicative of results to be expected for any other interim period or the full fiscal year ending December 31, 2025.

The results for the three and six months ended June 30, 2025 are not necessarily indicative of results to be expected for any other interim period or the full fiscal year ending December 31, 2025.

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

13 unchanged sentences

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

These taxes totaled $ 440.7 million and $ 488.8 million for the three months ended March 31, 2025 and 2024, respectively.

These taxes totaled $ 452.8 million and $ 436.9 million for the three months ended June 30, 2025 and 2024, respectively, and $ 893.5 million and $ 925.6 million for the six months ended June 30, 2025 and 2024, respectively.

Investments in Unconsolidated Affiliates

1 unchanged sentence

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 Island 3, and capitalization of interest cost incurred by the Company during the investee's initial development period.

The Company recognized an equity-method loss of $ 3.3 million and $ 1.5 million for the three months ended March 31, 2025 and 2024, respectively, in Pre-opening expense within the Condensed Consolidated Statements of Income.

The Company recognized an equity-method loss of $ 6.2 million and $ 0.7 million for the three months ended June 30, 2025 and 2024, respectively, and $ 9.5 million and $ 2.2 million for the six months ended June 30, 2025 and 2024, respectively, in Pre-opening expense within the Condensed Consolidated Statements of Income.

Recently Issued Accounting Standards

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 standard-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.

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 or other standard-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.

Note 3 - Cash, Cash Equivalents and Restricted Cash

Cash, cash equivalents and restricted cash consisted of the following (in thousands):

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Cash and cash equivalents:

8 unchanged sentences

(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 trusts in accordance with WML's share award plans, and as of March 31, 2025 and December 31, 2024 included $ 87.4 million and $ 87.5 million, respectively, in the form of a first demand bank guarantee in favor of the Macau government to support the legal and contractual obligations of Wynn Resorts (Macau) S.A.

(3) Restricted cash consists of cash subject to certain contractual restrictions, cash collateral associated with obligations and cash held in trusts in accordance with WML's share award plans, and as of June 30, 2025 and December 31, 2024 included $ 86.6 million and $ 87.5 million, respectively, in the form of a first demand bank guarantee in favor of the Macau government to support the legal and contractual obligations of Wynn Resorts (Macau) S.A.

("Wynn Macau SA") through the term of Wynn Macau SA's gaming concession contract.

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

Three Months Ended March 31,

Six Months Ended June 30,

Cash paid for interest, net of amounts capitalized $ 296,144 $ 342,525

1 unchanged sentence

Accounts and construction payables related to property and equipment $ 70,178 $ 59,245

Net settlement of liabilities in connection with an asset sale $ — $ 27,665

Finance lease liabilities arising from obtaining finance lease assets $ 39,423 $ 4,669

Liabilities arising from obtaining property and equipment $ 21,400 $ —

WYNN RESORTS, LIMITED AND SUBSIDIARIES

3 unchanged sentences

Receivables, net consisted of the following (in thousands):

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Casino $ 253,307 $ 236,642

4 unchanged sentences

$ 326,474 $ 324,016

As of March 31, 2025 and December 31, 2024, approximately 72.5 % and 70.9 %, respectively, of the Company's markers were due from customers residing outside the United States, primarily in Asia.

As of June 30, 2025 and December 31, 2024, approximately 74.8 % and 70.9 %, respectively, of the Company's markers were due from customers residing outside the United States, primarily in Asia.

Business or economic conditions or other significant events in the countries in which the Company's customers reside could affect the collectability of such receivables.

The Company’s allowance for casino credit losses was 16.7 % and 14.7 % of gross casino receivables as of March 31, 2025 and December 31, 2024, respectively.

The Company’s allowance for casino credit losses was 16.3 % and 14.7 % of gross casino receivables as of June 30, 2025 and December 31, 2024, respectively.

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

9 unchanged sentences

Property and equipment, net consisted of the following (in thousands):

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Buildings and improvements $ 8,631,094 $ 8,547,922

6 unchanged sentences

$ 6,531,373 $ 6,521,283

As of March 31, 2025 and December 31, 2024, construction in progress consisted primarily of costs capitalized for various capital enhancements at the Company's properties.

Depreciation expense for the three months ended March 31, 2025 and 2024 was $ 142.6 million and $ 158.1 million, respectively.

As of June 30, 2025 and December 31, 2024, construction in progress consisted primarily of costs capitalized for various capital enhancements at the Company's properties.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Depreciation expense for the three months ended June 30, 2025 and 2024 was $ 140.1 million and $ 162.2 million, respectively, and depreciation expense for the six months ended June 30, 2025 and 2024 was $ 282.7 million and $ 320.3 million, respectively.

Note 6 - Long-Term Debt

Long-term debt consisted of the following (in thousands):

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Macau Related:

10 unchanged sentences

WRF Term Loan, due 2027 — 763,125

WRF Term Loan, due 2030 752,813 —

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

10 unchanged sentences

Total long-term debt, net of current portion $ 9,545,693 $ 10,500,484

(1) As of March 31, 2025, the borrowings under the WM Cayman II Revolver bear interest at the term secured overnight financing rate ("Term SOFR") plus a credit adjustment spread of 0.10 % or the Hong Kong Interbank Offered Rate ("HIBOR"), in each case plus a margin of 1.875 % to 2.875 % per annum based on WM Cayman II’s leverage ratio on a consolidated basis.

(1) As of June 30, 2025, the borrowings under the WM Cayman II Revolver bear interest at the term secured overnight financing rate ("Term SOFR") plus a credit adjustment spread of 0.10 % or the Hong Kong Interbank Offered Rate ("HIBOR"), in each case plus a margin of 1.875 % to 2.875 % per annum based on WM Cayman II’s leverage ratio on a consolidated basis.

Approximately $ 239.1 million and $ 902.7 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 March 31, 2025, the weighted average interest rate was approximately 5.76 %.

As of March 31, 2025, the available borrowing capacity under the WM Cayman II Revolver was $ 353.3 million.

(2) As of March 31, 2025, the net carrying amount of the WML Convertible Bonds was $ 503.5 million, with unamortized debt discount and debt issuance costs of $ 96.5 million.

The Company recorded contractual interest expense of $ 6.8 million and $ 6.8 million and amortization of discounts and issuance costs of $ 5.0 million and $ 4.6 million during the three months ended March 31, 2025 and 2024, respectively.

As of June 30, 2025, the weighted average interest rate was approximately 3.38 %.

As of June 30, 2025, the available borrowing capacity under the WM Cayman II Revolver was $ 350.7 million.

(2) As of June 30, 2025, the net carrying amount of the WML Convertible Bonds was $ 508.6 million, with unamortized debt discount and debt issuance costs of $ 91.4 million.

The Company recorded contractual interest expense of $ 6.8 million in each period and amortization of discounts and issuance costs of $ 5.1 million and $ 4.7 million during the three months ended June 30, 2025 and 2024, respectively, and contractual interest expense of $ 13.5 million in each period and amortization of discounts and issuance costs of $ 10.1 million and $ 9.2 million during the six months ended June 30, 2025 and 2024, respectively.

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

As of March 31, 2025, the weighted average interest rate was approximately 6.17 %.

Additionally, as of March 31, 2025, the available borrowing capacity under the WRF Revolver was $ 735.3 million, net of $ 14.7 million in outstanding letters of credit.

As of June 30, 2025, the weighted average interest rate was approximately 6.08 %.

Additionally, as of June 30, 2025, the available borrowing capacity under the WRF Revolver was $ 1.24 billion, 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 2.15 % per year.

As of March 31, 2025, the effective interest rate was 5.54 %.

As of June 30, 2025, the effective interest rate was 5.54 %.

WM Cayman II Revolver Facility Agreement

In July 2025, WM Cayman II increased borrowing capacity under the WM Cayman II Revolver by an additional aggregate amount of $ 1.0 billion equivalent through the exercise of an accordion feature under the facility agreement.

As a result, the total committed amount of the WM Cayman II Revolver has increased to $ 2.5 billion equivalent.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

WRF Credit Facility Agreement Amendment

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

In addition, mandatory quarterly repayments on the outstanding term loans were extended, with quarterly repayments of $ 4.7 million due beginning in September 2026, increasing to $ 9.4 million each quarter beginning in September 2027.

In connection with the WRF Facility Amendment, the Company recognized a loss on debt financing transactions of $ 1.1 million in the three and six months ended June 30, 2025 within the accompanying Condensed Consolidated Statement of Income, and the Company recorded debt issuance costs of $ 5.9 million within the Condensed Consolidated Balance Sheet as of June 30, 2025.

Debt Covenant Compliance

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

As of June 30, 2025, management believes the Company was in compliance with all debt covenants.

Fair Value of Long-Term Debt

The estimated fair value of the Company's long-term debt as of March 31, 2025 and December 31, 2024 was approximately $ 10.45 billion and $ 10.46 billion, respectively, compared to its carrying value, excluding debt issuance costs and original issue discount and premium, of $ 10.63 billion and $ 10.64 billion, respectively.

The estimated fair value of the Company's long-term debt as of June 30, 2025 and December 31, 2024 was approximately $ 10.61 billion and $ 10.46 billion, respectively, compared to its carrying value, excluding debt issuance costs and original issue discount and premium, of $ 10.62 billion and $ 10.64 billion, respectively.

The estimated fair value of the Company's long-term debt is based on recent trades, if available, and indicative pricing from market information (Level 2 inputs).

5 unchanged sentences

The following table sets forth the inputs to the lattice models that were used to value the WML Convertible Bond Conversion Option Derivative:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

WML stock price HK$ 5.42 HK$ 5.39

4 unchanged sentences

(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.

As of March 31, 2025 and December 31, 2024, the estimated fair value of the embedded derivative was a liability of $ 49.0 million and $ 33.0 million, respectively, recorded in Long-term debt in the accompanying Condensed Consolidated Balance Sheets.

In connection with the change in fair value, the Company recorded a loss of $ 16.0 million and $ 16.3 million within Change in derivatives fair value in the accompanying Condensed Consolidated Statements of Income for the three months ended March 31, 2025 and 2024, respectively.

As of June 30, 2025 and December 31, 2024, the estimated fair value of the embedded derivative was a liability of $ 43.0 million and $ 33.0 million, respectively, recorded in Long-term debt in the accompanying Condensed Consolidated Balance Sheets.

In connection with the change in fair value, the Company recorded a gain of $ 6.0 million and $ 18.0 million for the three months ended June 30, 2025 and 2024, respectively, and a loss of $ 10.0 million and a gain of $ 1.7 million for the six months ended June 30, 2025 and 2024, respectively, within Change in derivatives fair value in the accompanying Condensed Consolidated Statements of Income.

Foreign Currency Swaps

In March 2025, the Company entered into three foreign currency swap agreements (the "Foreign Currency Swaps") with the objective of managing foreign currency exchange rate risk associated with the U.S.

dollar denominated 2026 WML 5 1/2% Senior Notes, 2027 WML 5 1/2% Senior Notes, and 2028 WML 5 5/8% Senior Notes.

In the first half of 2025, the Company entered into four foreign currency swap agreements (the "Foreign Currency Swaps") with the objective of managing foreign currency exchange rate risk associated with the U.S.

dollar denominated 2026 WML 5 1/2% Senior Notes, 2027 WML 5 1/2% Senior Notes, 2028 WML 5 5/8% Senior Notes, and 2029 WML 5 1/8% Senior Notes.

The Foreign Currency Swaps exchange predetermined amounts of Hong Kong dollars for U.S.

dollars at a contractual spot rate, have notional amounts of $ 800.0 million, $ 750.0 million, and $ 1.35 billion, and mature in January 2026, October 2027, and August 2028, respectively.

As of March 31, 2025, the total fair value of the Foreign Currency Swaps was a liability of $ 9.3 million, of which $ 0.7 million was recorded in Other accrued liabilities and $ 8.6 million was recorded in Other long-term liabilities in the accompanying Condensed Consolidated Balance Sheets.

dollars at a contractual spot rate, have notional amounts of $ 800.0 million, $ 750.0 million, $ 1.35 billion, and $ 200.0 million, and mature in January 2026, October 2027, August 2028, and December 2029, respectively.

As of June 30, 2025, the net fair value of the Foreign Currency Swaps was a liability of $ 17.5 million, with $ 0.3 million recorded in Prepaid expenses and other, $ 0.3 million recorded in Other assets, and $ 18.1 million recorded in Other long-term liabilities in the accompanying Condensed Consolidated Balance Sheets.

The fair values of the Foreign Currency Swaps were estimated based on recent trades, if available, and indicative pricing from market information (Level 2 inputs).

Changes in the fair values of the Foreign Currency Swaps are recorded in earnings, as these instruments are not designated as hedges.

In connection with the change in fair value, the Company recorded a loss of $ 9.3 million within Change in derivatives fair value in the accompanying Condensed Consolidated Statements of Income for the three months ended March 31, 2025.

Gains and losses on the Foreign Currency Swaps are recorded in earnings, as these instruments are not designated as hedges.

The Company recorded a loss of $ 5.3 million and $ 14.6 million in the three and six months ended June 30, 2025, respectively, within Change in derivatives fair value in the accompanying Condensed Consolidated Statements of Income.

Note 8 - Stockholders' Deficit

5 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

During the three months ended March 31, 2025, the Company repurchased 2,360,194 shares of its common stock at an average price of $ 84.76 per share for an aggregate cost of $ 200.0 million under the equity repurchase program.

As of March 31, 2025, the Company had $ 613.0 million in repurchase authority remaining under the program.

The Company paid a cash dividend of $ 0.25 per share on its common stock during each of the three month periods ended March 31, 2025 and 2024 and recorded $ 26.6 million and $ 28.0 million against accumulated deficit, respectively.

On May 6, 2025, the Company's Board of Directors declared a cash dividend of $ 0.25 per share on its common stock, payable on May 30, 2025 to stockholders of record as of May 16, 2025.

During the three and six months ended June 30, 2025, the Company repurchased 2,004,418 and 4,364,612 shares of its common stock at an average price of $ 78.88 and $ 82.06 per share for an aggregate cost of $ 158.1 million and $ 358.1 million, respectively, under the equity repurchase program.

During both the three and six months ended June 30, 2024, the Company repurchased 741,340 shares of its common stock at an average price of $ 91.72 per share, for an aggregate cost of $ 68.0 million under the equity repurchase program.

As of June 30, 2025, the Company had $ 454.9 million in repurchase authority remaining under the program.

The Company paid a cash dividend of $ 0.25 per share on its common stock during each of the three month periods ended March 31, 2025 and June 30, 2025 and recorded $ 26.6 million and $ 26.1 million against accumulated deficit, respectively.

The Company paid a cash dividend of $ 0.25 per share on its common stock in each of the three month periods ended March 31, 2024 and June 30, 2024 and recorded $ 28.0 million against accumulated deficit in each period.

On August 7, 2025, the Company's Board of Directors declared a cash dividend of $ 0.25 per share on its common stock, payable on August 29, 2025 to stockholders of record as of August 18, 2025.

Noncontrolling Interests

Wynn Macau, Limited

The WML Board of Directors has recommended the payment of a final dividend for the year ended December 31, 2024 of HK$ 0.185 per share on its common stock payable on June 11, 2025 to stockholders of record as of June 2, 2025.

The payment of the final dividend is conditional upon shareholder approval at WML's 2025 Annual General Meeting to be held on May 23, 2025.

On June 11, 2025, WML paid a cash dividend of HK$ 0.185 per share on its common stock for a total U.S.

dollar equivalent of approximately $ 124.0 million.

The Company's share of this dividend was $ 88.5 million, and the noncontrolling interest holders' share of this dividend was $ 35.5 million.

WML Securities Lending Agreement

4 unchanged sentences

Retail Joint Venture

During the three months ended March 31, 2025 and 2024, the Retail Joint Venture made aggregate distributions of approximately $ 6.3 million and $ 6.0 million, respectively, to its non-controlling interest holder.

During the six months ended June 30, 2025 and 2024, the Retail Joint Venture made aggregate distributions of approximately $ 12.3 million and $ 8.6 million, respectively, to its non-controlling interest holder.

For more information on the Retail Joint Venture, see Note 16, "Retail Joint Venture."

4 unchanged sentences

Fair Value Measurements Using:

March 31, 2025 Quoted

June 30, 2025 Quoted

Active Markets

3 unchanged sentences

Restricted cash $ 95,276 $ 6,541 $ 88,735 $ —

Foreign Currency Swaps (see Note 7)

$ 554 $ — $ 554 $ —

Interest rate swap $ 2,526 $ — $ 2,526 $ —

3 unchanged sentences

$ 18,086 $ — $ 18,086 $ —

Interest rate swap $ 1,086 $ — $ 1,086 $ —

Fair Value Measurements Using:

13 unchanged sentences

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

March 31, 2025 December 31, 2024 Increase / (decrease) March 31, 2024 December 31, 2023 Increase / (decrease)

June 30, 2025 December 31, 2024 Increase / (decrease) June 30, 2024 December 31, 2023 Increase / (decrease)

Casino outstanding chips and front money deposits (1)

19 unchanged sentences

The total compensation cost for stock-based compensation plans was recorded as follows (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Casino $ 4,321 $ 791 $ 5,229 $ 1,466

6 unchanged sentences

Total stock-based compensation costs $ 30,333 $ 17,486 $ 51,115 $ 33,157

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 12 - Income Taxes

The Company recorded an income tax expense of $ 11.0 million and $ 20.0 million for the three months ended March 31, 2025 and 2024, respectively, primarily related to its U.S.-based operating profits.

The Company recorded an income tax expense of $ 10.6 million and $ 7.9 million for the three months ended June 30, 2025 and 2024, respectively, and an income tax expense of $ 21.6 million and $ 27.9 million for the six months ended June 30, 2025 and 2024, respectively, primarily related to its U.S.-based operating profits.

The difference between the statutory tax rate of 21 % and the effective tax rate of 12.0 % is due to the exemption from Macau’s 12 % Complementary Tax on casino gaming profits earned by Wynn Macau SA.

On July 4, 2025, the U.S.

president signed into law the budget and reconciliation bill, commonly referred to as the One Big Beautiful Bill Act, which includes a broad range of tax reform provisions that may affect the Company's financial position and results of operations.

The Company is currently evaluating the impact of these provisions on the Company's effective tax rate and deferred tax assets for 2025 and future periods.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

5 unchanged sentences

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):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net income attributable to Wynn Resorts, Limited - basic $ 66,218 $ 111,943 $ 138,965 $ 256,159

1 unchanged sentence

Assumed conversion of WML Convertible Bonds (1)

— ( 10,586 ) — —

Net income attributable to Wynn Resorts, Limited - diluted $ 66,218 $ 101,357 $ 138,965 $ 256,159

5 unchanged sentences

Anti-dilutive stock options, nonvested, and performance nonvested shares excluded from the calculation of diluted net income per share 365 339 456 325

(1) The assumed conversion of the WML Convertible Bonds had an anti-dilutive impact for the three months ended March 31, 2025 and 2024.

(1) The assumed conversion of the WML Convertible Bonds had an anti-dilutive impact for the three and six months ended June 30, 2025 and the six months ended June 30, 2024.

Note 14 - Leases

1 unchanged sentence

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Minimum rental income $ 35,689 $ 33,838 $ 72,149 $ 68,008

1 unchanged sentence

Total rental income $ 52,143 $ 50,071 $ 103,670 $ 104,880

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 15 - Commitments and Contingencies

1 unchanged sentence

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.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Wynn Al Marjan Island Funding Commitment

In connection with the construction of Wynn Al Marjan Island, 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 three months ended March 31, 2025, the Company contributed $ 51.2 million of cash into Island 3, bringing our life-to-date cash contributions to $ 682.9 million.

During the three and six months ended June 30, 2025, the Company contributed $ 58.2 million and $ 109.4 million of cash into Island 3, respectively, bringing our life-to-date cash contributions to $ 741.1 million.

The Company's remaining 40 % pro-rata share of the required equity for the construction of Wynn Al Marjan Island is estimated to be between $ 600 million and $ 675 million inclusive of capitalized interest, fees, and certain improvements on the Island.

8 unchanged sentences

(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.

Note 16 - Retail Joint Venture

As of March 31, 2025 and December 31, 2024, the Retail Joint Venture had total assets of $ 96.4 million and $ 100.3 million, respectively, and total liabilities of $ 605.4 million and $ 605.8 million, respectively.

As of March 31, 2025 and December 31, 2024, the Retail Joint Venture's liabilities included long-term debt of $ 597.6 million and $ 597.3 million, respectively, net of debt issuance costs, related to the outstanding borrowings under the Retail Term Loan.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 16 - Retail Joint Venture

As of June 30, 2025 and December 31, 2024, the Retail Joint Venture had total assets of $ 98.4 million and $ 100.3 million, respectively, and total liabilities of $ 607.0 million and $ 605.8 million, respectively.

As of June 30, 2025 and December 31, 2024, the Retail Joint Venture's liabilities included long-term debt of $ 597.8 million and $ 597.3 million, respectively, net of debt issuance costs, related to the outstanding borrowings under the Retail Term Loan.

Note 17 - Segment Information

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

The primary profitability measure used by the Company's CEO to review segment operating results and allocate resources is Adjusted Property EBITDAR.

8 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

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

25 unchanged sentences

Change in derivatives fair value ( 1,112 )

Loss on debt financing transactions ( 1,083 )

Other ( 36,164 )

7 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

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

25 unchanged sentences

Change in derivatives fair value 15,517

Total other non-operating income and expenses ( 115,450 )

Income before income taxes 154,208

Provision for income taxes ( 7,935 )

Net income 146,273

Net income attributable to noncontrolling interests ( 34,330 )

Net income attributable to Wynn Resorts, Limited $ 111,943

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Six Months Ended June 30, 2025

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

Operating revenues

Casino $ 892,806 $ 568,930 $ 309,495 $ 321,033 $ — $ 2,092,264

Rooms 75,096 45,039 403,849 41,590 — 565,574

Food and beverage 62,184 35,812 374,303 38,637 — 510,936

Entertainment, retail and other (1)

45,484 23,992 176,271 23,673 — 269,420

Total operating revenues 1,075,570 673,773 1,263,918 424,933 — 3,438,194

Cost of revenue (2)

278,411 201,406 768,893 210,745 —

Gaming taxes (3)

478,068 285,658 36,852 92,875 —

Adjusted Property EBITDAR (4)

$ 319,091 $ 186,709 $ 458,173 $ 121,313 $ — $ 1,085,286

Other operating expenses

Pre-opening 16,573

Depreciation and amortization 308,328

Property charges and other 25,477

Corporate expense and other 83,027

Stock-based compensation 48,237

Triple-net operating lease expense 70,455

Total other operating expenses 552,097

Operating income 533,189

Other non-operating income and expenses

Interest income 35,218

Interest expense, net of amounts capitalized ( 312,159 )

Change in derivatives fair value ( 30,651 )

Loss on debt financing transactions ( 1,083 )

6 unchanged sentences

Net income attributable to Wynn Resorts, Limited $ 138,965

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Six Months Ended June 30, 2024

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

Operating revenues

Casino $ 918,745 $ 627,070 $ 264,837 $ 319,760 $ — $ 2,130,412

Rooms 104,142 52,361 429,948 45,484 — 631,935

Food and beverage 61,899 41,022 402,028 43,393 — 548,342

Entertainment, retail and other (1)

50,164 28,560 168,389 21,755 16,284 285,152

Total operating revenues 1,134,950 749,013 1,265,202 430,392 16,284 3,595,841

Cost of revenue (2)

266,386 204,780 753,975 210,604 15,872

Gaming taxes (3)

481,735 311,136 34,632 94,522 4,009

Adjusted Property EBITDAR (4)

$ 386,829 $ 233,097 $ 476,595 $ 125,266 $ ( 3,597 ) $ 1,218,190

Other operating expenses

Pre-opening 3,593

Depreciation and amortization 351,338

Property charges and other 55,763

Corporate expense and other 73,615

Stock-based compensation 30,536

Triple-net operating lease expense 70,746

Total other operating expenses 585,591

Operating income 632,599

Other non-operating income and expenses

Interest income 75,056

Interest expense, net of amounts capitalized ( 357,000 )

Change in derivatives fair value ( 2,397 )

Loss on debt financing transactions ( 1,561 )

Total other non-operating income and expenses ( 281,879 )

Income before income taxes 350,720

Provision for income taxes ( 27,949 )

Net income 322,771

Net income attributable to noncontrolling interests ( 66,612 )

Net income attributable to Wynn Resorts, Limited $ 256,159

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Capital expenditures

7 unchanged sentences

Total $ 165,266 $ 93,635 $ 325,197 $ 191,337

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Macau Operations:

8 unchanged sentences

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-Q

Item 1. Financial Statements