4 unchanged sentences
In Everett, Massachusetts, we operate Encore Boston Harbor, an integrated resort.
−Removed: Additionally, the Company has a 40% equity interest in Island 3 AMI FZ-LLC, an unconsolidated affiliate, which is constructing an integrated resort property ("Wynn Al Marjan Island") in Ras Al Khaimah, United Arab Emirates.
+Added: Additionally, the Company has a 40% equity interest in Island 3 AMI FZ-LLC, 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.
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all other reports and any amendments of such reports filed with or furnished to the Securities and Exchange Commission ("SEC") are available, without charge, at the SEC's website at http://www.sec.gov .
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We continually evaluate our offerings and service levels, and as a result, have made and expect to continue to make enhancements and refinements to our resorts.
−Removed: We plan to continue to seek out new opportunities to develop and operate world-class integrated resorts and related businesses around the world.
+Added: We continue to seek out new opportunities to develop and operate world-class integrated resorts and related businesses around the world.
Overall, we believe Wynn Resorts has a demonstrated track record of developing and operating integrated resorts that stimulate local and regional economic activity, by attracting a wide range of customers (including high-net-worth international tourists), driving international tourism, raising average hotel room rates in the region, extending the average length of stay per visitor, complementing existing convention and meeting business with five-star accommodations and appropriately scaled meeting amenities, elevating service levels with the execution of five-star customer service, and stimulating city-wide investment and employment.
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• Furthering social impact initiatives in our communities.
−Removed: • Minimizing the consumption and maximizing the benefit on our environment by sourcing renewable energy and utilizing it responsibly.
+Added: • Minimizing the consumption of environmental resources by sourcing renewable and carbon-free energy and utilizing energy responsibly.
• Elevating our corporate governance practices to ensure they appropriately support the long-term interests of our stakeholders.
In North America, we have taken a leading role in the hospitality industry's transition to clean and sustainable sources of energy.
−Removed: Our investments in low-carbon energy, including on-site solar arrays and notably, a 160-acre solar facility in northern Nevada, have earned us a place in the U.S.
−Removed: Environmental Protection Agency's Green Power Partnership.
−Removed: We voluntarily use green power to reduce carbon emissions and drive toward our corporate sustainability goals.
+Added: Our investments in low-carbon energy, including on-site solar arrays and notably, a 1,000-acre solar facility in Lincoln County, Nevada, drive our progress toward our goal of reaching net-zero carbon emissions by 2050.
We encourage our employees to avail themselves of numerous leadership and development opportunities and use our resources to assist in the education and development of the next generation of employees and leaders.
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Reflecting our strategic focus, our values, and our commitment to delivering world-class, five-star service within luxury integrated resorts, the Company has received the following recognition:
−Removed: • Collectively, Wynn Resorts earned 19 Forbes Travel Guide ("FTG") Five-Star awards in 2025 and holds the most FTG Five-Star awards of any independent hotel company in the world.
+Added: • Collectively, Wynn Resorts earned 18 Forbes Travel Guide ("FTG") Five-Star awards in 2026 and has the longest-running FTG Five-Star awards of all independent hotel companies in the world.
• Wynn Resorts was once again included on FORTUNE Magazine's 2026 World's Most Admired Companies list in the hotel, casino, and resort category.
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Wynn Palace also features a luxury hotel tower with a total of 1,706 guest rooms, suites, and villas, offering a health club, spa, salon, and pool.
−Removed: In addition, Wynn Palace offers 14 food and beverage outlets, approximately 107,000 square feet of high-end, brand-name retail space, and approximately 37,000 square feet of meeting and convention space.
+Added: In addition, Wynn Palace offers 12 food and beverage outlets, a food hall which includes a variety of stand-alone restaurants and other food offerings, approximately 109,000 square feet of high-end, brand-name retail space, and approximately 37,000 square feet of meeting and convention space.
The property's signature public attractions and entertainment offerings include a performance lake, an immersive entertainment center, Western and Asian art displays, and a gondola ride offering convenient street-level access.
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Future Development Projects
−Removed: In January 2022, we, along with Island 3 AMI FZ-LLC and RAK HH IR FZ-LLC, announced plans for the development and management of Wynn Al Marjan Island, a destination integrated resort property in the Emirate of Ras Al Khaimah, United Arab Emirates.
+Added: In January 2022, we, along with Island 3 AMI FZ-LLC ("Island 3") and Marjan LLC (formerly RAK HH IR FZ-LLC), announced plans for the development and management of Wynn Al Marjan Island, a destination integrated resort property in the Emirate of Ras Al Khaimah, United Arab Emirates.
Wynn Al Marjan Island, which is currently under construction, is anticipated to be completed and open to the public in 2027, featuring an over 1,500-room hotel, luxury villas, a high-end shopping mall, a state-of-the-art meeting and convention facility, an exclusive spa, more than 20 restaurants and lounges, 225,000 square feet of gaming area, a wide array of entertainment choices including a nightclub and a beach club, and other amenities.
−Removed: The planned integrated resort will leverage Wynn Resorts' expertise in developing and operating luxury hospitality destinations, and is expected to create substantial value to the local economy by accelerating tourism, creating jobs, and contributing to the growth of related sectors.
+Added: The planned development projects will leverage Wynn Resorts' expertise in developing and operating luxury hospitality destinations, and is expected to create substantial value to the local economy by accelerating tourism, creating jobs, and contributing to the growth of related sectors.
Market and Competition
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("Venetian Macau"), Melco Resorts (Macau) Limited ("Melco"), and MGM Grand Paradise Limited ("MGM Macau") are permitted to operate casinos in Macau, with a total of 20 casinos currently in operation.
−Removed: Both the Macau gaming market and visitation to Macau grew significantly from liberalization in 2002 up until the outbreak of COVID-19, and then fell meaningfully from early 2020 to December 2022 due to certain border control and other travel related restrictions as a result of the pandemic.
−Removed: Over the course of December 2022 and January 2023, Macau authorities eliminated these COVID-19 related protective measures and the gaming market resumed a period of growth.
−Removed: According to the Macau Statistics and Census Service Monthly Bulletin of Statistics, visitation to Macau in 2024 increased 23.8% and 512.7% and decreased 11.4% as compared to 2023, 2022, and 2019, respectively.
+Added: Both the Macau gaming market and visitation to Macau have grown significantly since liberalization in 2002.
+Added: According to the Macau Statistics and Census Service Monthly Bulletin of Statistics, visitation to Macau in 2025 increased 14.7%, 42.0% and 602.9% compared to 2024, 2023 and 2022, respectively.
We believe that the Macau region hosts one of the world's largest concentrations of potential gaming and tourism customers.
−Removed: According to Macau Statistical Information, annual gaming revenues were $36.5 billion in 2019, before falling to $7.6 billion in 2020, $10.8 billion in 2021, and $5.3 billion in 2022, due to various quarantine measures and travel and entry restrictions and conditions since the outbreak of COVID-19, and increased to $22.7 billion in 2023 and $28.4 billion in 2024, respectively, due to Macau authorities eliminating COVID-19 related protective measures over the course of December 2022 and January 2023.
+Added: According to Macau Statistical Information, annual gaming revenues have increased to $30.9 billion, $28.4 billion, and $22.7 billion in 2025, 2024, and 2023, respectively.
We continue to believe that Macau's stated goal of becoming a world-class tourism destination will continue to drive additional visitation to the market and create future opportunities for us to invest and grow.
Our Macau Operations face competition primarily from the 18 other casinos located throughout Macau in addition to casinos located throughout the world, including Singapore, South Korea, the Philippines, Vietnam, Cambodia, Malaysia, Australia, Las Vegas, cruise ships in Asia that offer gaming, and other casinos throughout Asia.
−Removed: Additionally, certain other
−Removed: Asian countries and regions have legalized or in the future may legalize gaming, such as Japan, Taiwan, and Thailand, which could increase competition for our Macau Operations.
−Removed: Las Vegas is the largest gaming market in the United States.
+Added: Additionally, certain other Asian countries and regions have legalized or in the future may legalize gaming, such as Japan, Taiwan, and Thailand, which could increase competition for our Macau Operations.
+Added: Las Vegas is the largest gaming market in the U.S.
The Las Vegas gaming market is highly competitive and is largely dependent on tourist arrivals and meeting- and convention-related visitation.
−Removed: According to statistics published by the Nevada Gaming Control Board, Las Vegas Strip total gaming win was $8.8 billion in 2024, a 1.0% decrease from $8.9 billion in 2023.
−Removed: According to the Las Vegas Convention and Visitors Authority, overall Las Vegas visitor volume was 41.7 million in 2024, a 2.1% increase from 40.8 million in 2023.
−Removed: Occupancy on the Las Vegas Strip was relatively flat at 86.4%, compared to 86.2% in 2023.
+Added: According to statistics published by the Nevada Gaming Control Board, Las Vegas Strip total gaming win was $8.8 billion in both 2024 and 2025.
+Added: According to the Las Vegas Convention and Visitors Authority, overall Las Vegas visitor volume was 38.5 million in 2025, a 7.5% decrease from 41.7 million in 2024;
+Added: and occupancy on the Las Vegas Strip was 83.2% in 2025, compared to 86.4% in 2024.
Our Las Vegas Operations are located on the Las Vegas Strip and compete with other high-quality resorts and hotel casinos in Las Vegas.
There are several recently completed large-scale integrated resort projects in the vicinity of our Las Vegas Operations, which may present increased competition in the future.
−Removed: Our Las Vegas Operations also compete, to some extent, with other casino resorts throughout the United States and elsewhere in the world.
+Added: Our Las Vegas Operations also compete, to some extent, with other casino resorts throughout the U.S.
+Added: and elsewhere in the world.
Massachusetts
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Gaming in the New England region is characterized by a high degree of competition, based largely on location, product quality, service levels, and effectiveness in marketing to and establishing relationships with repeat visitors located in the area.
−Removed: Encore Boston Harbor competes with both commercial and Native American casinos located in the northeastern United States, including two Native American casinos in Connecticut, two casinos in Rhode Island, and MGM Springfield in Massachusetts.
+Added: Encore Boston Harbor competes with both commercial and Native American casinos located in the northeastern U.S., including two Native American casinos in Connecticut, two casinos in Rhode Island, and MGM Springfield in Massachusetts.
Differences in regulatory landscapes across state borders may impact our ability to compete with other casinos in the region.
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Concessionaires are required to satisfy minimum capitalization requirements, demonstrate and maintain adequate financial capacity to operate the concession and submit to continuous monitoring of their casino operations by the Macau government.
−Removed: Concessionaires also are subject to periodic financial reporting requirements and reporting obligations with respect to, among other things, certain contracts, financing activities and transactions with directors, financiers and key employees.
−Removed: Transfers or the encumbering of interests in concessionaires must be reported to the Macau government and are ineffective without government approval.
−Removed: Each concessionaire is required to engage a managing director who must be a permanent resident of Macau and the holder of at least 15% of the capital stock of the concessionaire.
+Added: Concessionaires also are subject to periodic financial reporting requirements and reporting obligations with respect to, among other things, certain contracts, financing activities and transactions with officers, directors, financiers and key employees.
+Added: Transfers or the encumbering of equity interests in concessionaires must be reported to the Macau government and are ineffective without government approval.
+Added: Each concessionaire is required to engage a managing director who must be a permanent resident of Macau and the holder of at least 15% of the equity securities of the concessionaire.
The appointment of the managing director and of any successor is ineffective without the approval of the Macau government.
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Concessionaires are subject to a special gaming tax of 35% of gross gaming revenue, and must also make an annual contribution of up to 5% of gross gaming revenue for the promotion of public interests, social security, infrastructure and tourism.
−Removed: Concessionaires are obligated to withhold applicable taxes, according to the rate in effect as set by the government, from any commissions paid to gaming promoters.
+Added: Concessionaires are obligated to withhold applicable taxes, according to the rate in effect as set by the Macau government, from any commissions paid to gaming promoters.
The withholding rate may be adjusted from time to time.
−Removed: The Gaming Concession Contract between Wynn Macau SA and the Macau government requires Wynn Macau SA to operate two casinos:
−Removed: "Casino Wynn Macau" and "Casino Wynn Palace."
Under the Gaming Concession Contract, Wynn Macau SA provided a first demand bank guarantee of MOP1.0 billion (approximately $124.8 million) in favor of the Macau government to support Wynn Macau SA’s legal and contractual obligations, from January 1, 2023 until one hundred and eighty days after the term of the Gaming Concession Contract expires or the rescission of the concession.
Pursuant to the Gaming Concession Contract and the laws and administrative regulations, the Macau government may rescind the gaming concession if Wynn Macau SA fails to fulfill its obligations, including in the circumstances of (i) endangerment to the national security of mainland China or Macau, (ii) failure on the part of Wynn Macau SA to perform its obligations under the Gaming Concession Contract, (iii) public interest, and (iv) Wynn Macau SA ceasing to be eligible for the gaming concession under the Macau gaming law.
−Removed: If the Macau government rescinds the Gaming Concession Contract due to Wynn Macau SA’s non-fulfilment, or perceived non-fulfillment, of its obligations, Wynn Macau SA will be required to transfer to the Macau government, free from any encumbrance or lien and without compensation, all of its casinos, gaming assets and equipment and ownership rights to its casino areas in Macau.
+Added: If the Macau government rescinds the Gaming Concession Contract due to Wynn Macau SA’s non-fulfillment, or perceived non-fulfillment, of its obligations, Wynn Macau SA will be required to transfer to the Macau government, free from any encumbrance or lien and without compensation, all of its casinos, gaming assets and equipment and ownership rights to its casino areas in Macau.
Beginning in the eighth year of Wynn Macau SA’s concession, the Macau government may exercise its right to redeem the concession by providing Wynn Macau SA with at least one-year prior written notice.
In such event, Wynn Macau SA would be entitled to fair and equitable compensation pursuant to the Macau gaming law.
−Removed: The amount of such compensation relating to the projects agreed with the Macau government would be determined based on the earnings of these projects, before interest, depreciation and amortization for the fiscal year immediately preceding the date the redemption is declared, multiplied by the number of years remaining on the term of the Gaming Concession Contract.
+Added: The amount of such compensation relating to the assets agreed with the Macau government would be determined based on the earnings of these assets, before interest, depreciation and amortization for the fiscal year immediately preceding the date the redemption is declared, multiplied by the number of years remaining on the term of the Gaming Concession Contract.
The Macau government may assume temporary custody and control over the operation of a concession in certain circumstances.
During any such period, the costs of operations must be borne by the concessionaire.
−Removed: Wynn Macau SA is required to obtain prior approval from the relevant Macau authorities or officials for various corporate changes and actions, including expansion of its business scope, issuance of shares, transfer or creation of any encumbrances over its shares, issuance of debt securities, change of its managing director or the authority delegated thereto, appointment of any new director, change of its articles of association, certain transfers of property rights and creditor’s rights, entering into a consumer loan contract or similar contract with a value equal to or exceeding MOP100.0 million (approximately US$12.5 million), and granting of a loan to any of its directors, shareholders or key employees.
+Added: Wynn Macau SA is required to obtain prior approval from the relevant Macau authorities or officials for various corporate changes and actions, including expansion of its business scope, issuance of shares, transfer or creation of any encumbrances over its shares, issuance of debt securities, change of its managing director or the authority delegated thereto, appointment of any new director, changing its articles of association, certain transfers of property rights and creditor’s rights, entering into a consumer loan contract or similar contract with a value equal to or exceeding MOP100.0 million (approximately US$12.5 million), and granting of a loan to any of its directors, shareholders or key employees.
Wynn Macau SA is required to notify the Macau government of certain other changes, including any loan, mortgage, claim for obligation, guarantee or the assumption of any debt for financing its business with a value that equals to or exceeds MOP16.0 million (approximately US$2.0 million).
−Removed: In particular, Wynn Macau SA is required to notify the Chief Executive of Macau at least five working days in advance prior to making financial decisions (i) related to the transfer of funds within Wynn Macau SA which exceeds 50% of its share capital, (ii) related to employee salaries, remuneration or benefits which exceed 10% of its share capital, and (iii) not related to above items (i) and (ii), whose value exceeds 10% of its share capital.
−Removed: Pursuant to the Gaming Concession Contract, Wynn Macau SA is required to submit to the Macau government, for its approval, an annual execution proposal of the specific projects mentioned in the Investment Plan annexed to the Gaming Concession Contract which it intends to execute in the following year by September 30, of each calendar year, detailing each project in which it intends to invest, the investment amount and the execution schedule.
−Removed: Within 60 days after submission of each annual execution proposal, the Macau government will decide on its approval, and may request adjustments to specific projects, the investment amount and/or the execution schedule.
−Removed: If any of the annual execution proposals or parts thereof are not approved by the Macau government, Wynn Macau SA is obliged to propose allocating the relevant funds to other projects,
−Removed: which are also subject to subsequent approval by the Macau government, while the total investment amount will remain unchanged.
−Removed: The annual execution proposals for the year 2024 and the year 2025 were previously submitted in September 2023 and 2024, respectively, and were thereafter approved by the Macau government.
+Added: In particular, Wynn Macau SA is required to notify the Chief Executive of Macau at least five working days in advance prior to making material financial decisions (i) related to the transfer of funds within Wynn Macau SA which exceeds 50% of its share capital, (ii) related to employee salaries, remuneration or benefits which exceed 10% of its share capital, and (iii) not related to above items (i) and (ii), having a value that exceeds 10% of its share capital.
+Added: Pursuant to the Gaming Concession Contract, Wynn Macau SA is required to submit to the Macau government, for its approval, an annual proposal of the specific projects identified in the investment plan annexed to the Gaming Concession Contract which it intends to execute in the following year by September 30, of each preceding calendar year, detailing each project in which it intends to invest, the investment amount and the execution schedule.
+Added: Within 60 days after submission of each annual execution proposal, the Macau government will decide on its approval, or may request adjustments to specific projects, the investment amount and/or the execution schedule.
+Added: If any of the annual execution proposals or parts thereof are not approved by the Macau government, Wynn Macau SA remains obliged to propose allocating the relevant funds to other projects, which are also subject to subsequent approval by the Macau government, although the total committed investment amount will remain unchanged.
+Added: The annual execution proposals for the year 2025 and the year 2026 were submitted in September 2024 and 2025, respectively, and were thereafter approved by the Macau government.
Wynn Macau SA is required to submit a report on the execution of the previous year’s execution proposal by March 31st of each calendar year.
−Removed: The execution report of the proposal for the year 2023 was submitted on March 28, 2024 and was thereafter reviewed by the Macau government.
−Removed: The execution report of the proposal presented by the concessionaires may be subject to extraordinary audit upon determination by the Macau government.
+Added: The execution report of the proposals for the years 2023 and 2024 were submitted in March 2024 and 2025, respectively, and were thereafter reviewed by the Macau government.
+Added: The execution report presented by the concessionaires may be subject to extraordinary audit upon determination by the Macau government.
In addition, Wynn Macau SA is subject to the supervision of the Macau government in regards to the execution of development projects included in the investment plan, and Wynn Macau SA must submit progress reports every two months, and may be requested to submit exceptional detailed reports whenever the normal progress of any development project included in the investment plan is compromised.
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We are required to be registered as a publicly traded corporation (a "registered public company") and to be found suitable by the NGC to own the equity interests of Wynn Resorts Holdings, LLC ("Wynn Resorts Holdings").
−Removed: Wynn Resorts Holdings is required to be registered as an intermediary company and to be found suitable to own the equity interests of Wynn Resorts Finance, LLC ("Wynn Resorts Finance") (f/k/a Wynn America, LLC).
−Removed: Wynn Resorts Finance, LLC is required to be registered as an intermediary company and to be found suitable by the NGC to own the equity interests of Wynn America Group, LLC ("Wynn America Group").
+Added: Wynn Resorts Holdings is required to be registered as an intermediary company and to be found suitable to own the equity interests of Wynn Resorts Finance, LLC ("Wynn Resorts Finance").
+Added: Wynn Resorts Finance is required to be registered as an intermediary company and to be found suitable by the NGC to own the equity interests of Wynn America Group, LLC ("Wynn America Group").
Wynn America Group is required to be registered as an intermediary company and to be found suitable by the NGC to own the equity interests of Wynn Las Vegas Holdings, LLC ("Wynn Las Vegas Holdings").
1 unchanged sentence
Wynn Resorts Holdings, Wynn Resorts Finance, Wynn America Group, and Wynn Las Vegas Holdings are referred to individually as a "registered intermediary subsidiary" and collectively as the "registered intermediary subsidiaries." We, the registered intermediary subsidiaries, and Wynn Las Vegas, LLC hold all the various registrations, approvals, permits and licenses required for Wynn Las Vegas, LLC to engage in gaming activities in Nevada.
−Removed: No person may become a member of or receive profits from Wynn Las Vegas, LLC or the registered intermediary subsidiaries without first registering (for equity ownership of 5% or less), or obtaining licenses and approvals from the Nevada Gaming Authorities.
−Removed: The Nevada Gaming Authorities may investigate any individual who has a material relationship to or material involvement with us, the registered intermediary subsidiaries and/or Wynn Las Vegas, LLC to determine whether the individual is suitable or should be licensed as a business associate of a gaming licensee.
−Removed: Officers, directors and certain key
−Removed: employees of Wynn Las Vegas, LLC and the registered intermediary subsidiaries and our officers and directors who are actively and directly involved in the gaming activities of Wynn Las Vegas, LLC may be required to be licensed or found suitable by the Nevada Gaming Authorities.
+Added: No person may become a member of or receive profits from Wynn Las Vegas, LLC or any of the registered intermediary subsidiaries without first registering (for equity ownership of 5% or less), or obtaining licenses and approvals from the Nevada Gaming Authorities.
+Added: The Nevada Gaming Authorities may investigate any individual who has a material relationship to or material involvement with us, any of the registered intermediary subsidiaries and/or Wynn Las Vegas, LLC to determine whether the individual is suitable or should be licensed as a business associate of a gaming licensee.
+Added: Officers, directors and certain key employees of Wynn Las Vegas, LLC and the registered intermediary subsidiaries and our officers and directors who are actively and directly involved in the gaming activities of Wynn Las Vegas, LLC may be required to be licensed or found suitable by the Nevada Gaming Authorities.
The Nevada Gaming Authorities may require additional applications and may also deny an application for licensing for any reason which they deem appropriate.
2 unchanged sentences
Changes in licensed positions must be reported to the Nevada Gaming Authorities and, in addition to their authority to deny an application for a finding of suitability or licensing, the Nevada Gaming Authorities have the jurisdiction to disapprove a change in a corporate position.
−Removed: If the Nevada Gaming Authorities were to find an officer, director, or key employee unsuitable for licensing or to continue having a relationship with Wynn Las Vegas, LLC, the registered intermediary subsidiaries, or us, we would have to sever all relationships with the person.
−Removed: In addition, the Nevada Gaming Authorities may require Wynn Las Vegas, LLC, the registered intermediary subsidiaries, or us to terminate the employment of any person who refuses to file appropriate applications.
+Added: If the Nevada Gaming Authorities were to find an officer, director, or key employee unsuitable for licensing or to continue having a relationship with Wynn Las Vegas, LLC, any registered intermediary subsidiary, or us, we would be required by law to sever all relationships with the person.
+Added: In addition, the Nevada Gaming Authorities may require Wynn Las Vegas, LLC, any registered intermediary subsidiary, or us to terminate the employment of any person who refuses to file appropriate applications.
Determinations of suitability are not subject to judicial review.
2 unchanged sentences
Further, the NGC could appoint a supervisor to operate Wynn Las Vegas and, under specified circumstances, earnings generated during the supervisor's appointment (except for the reasonable rental value of the premises) could be forfeited to the State of Nevada.
−Removed: The limitation, conditioning or suspension of any of our gaming licenses and the appointment of a supervisor could, and revocation of any gaming license would, have a significant negative effect on our gaming operations.
+Added: The limitation, conditioning or suspension of any of our gaming licenses and the appointment of a supervisor could, and the revocation of any gaming license would, have a significant negative effect on our Las Vegas Operations.
Periodically, we are required to submit detailed financial and operating reports to the NGC and provide any other information that the NGC may require.
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• makes any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation or similar transaction.
−Removed: We may not make a public offering (debt or equity) without the prior approval of the NGC if the proceeds from the offering are intended to be used to construct, acquire or finance gaming facilities in Nevada, or to retire or extend obligations incurred for those purposes or for similar transactions.
−Removed: On March 17, 2022, the NGC granted Wynn Resorts prior approval, subject to certain conditions, to make public offerings for a period of three years (the "Shelf Approval").
+Added: We may not make a public offering of our securities (debt or equity) without the prior approval of the NGC if the proceeds from the offering are intended to be used to construct, acquire or finance gaming facilities in Nevada, or to retire or extend obligations incurred for those purposes or for similar transactions.
+Added: On March 27, 2025, the NGC granted Wynn Resorts prior approval, subject to certain conditions, to make public offerings of our securities for a period of three years (the "Shelf Approval").
The Shelf Approval may be rescinded for good cause without prior notice upon the issuance of an interlocutory stop order by the Chair of the NGCB.
−Removed: As of the date of this report, we are in the process of seeking a renewal of our Shelf Approval for an additional three year period.
Changes in control of Wynn Resorts through merger, consolidation, stock or asset acquisitions, management or consulting agreements, or any act or conduct by a person whereby the person obtains control may not occur without the prior approval of the NGC.
1 unchanged sentence
The NGC may also require controlling stockholders, officers, directors and other persons having a material relationship or involvement with the entity proposing to acquire control to be investigated and licensed as part of the approval process relating to the transaction.
−Removed: The Nevada legislature has declared that some corporate acquisitions opposed by management, repurchases of voting securities and corporate defense tactics affecting Nevada gaming licensees and registered public companies that are affiliated
−Removed: with the operations of Nevada gaming licensees may be harmful to stable and productive corporate gaming.
+Added: The Nevada legislature has declared that some corporate acquisitions opposed by management, repurchases of voting securities and corporate defense tactics affecting Nevada gaming licensees and registered public companies that are affiliated with the operations of Nevada gaming licensees may be harmful to stable and productive corporate gaming.
The NGC has established a regulatory scheme to reduce the potential adverse effects of these business practices upon Nevada's gaming industry and to further Nevada's policy in order to:
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In addition to approving Wynn Las Vegas, LLC, the CCLGLB has the authority to approve all persons owning or controlling the equity of any entity controlling a gaming license.
−Removed: Certain of our officers, directors and key employees have been or may be required to file applications with the CCLGLB.
+Added: Certain of our officers, directors and key employees have been or may in the future be required to file applications with the CCLGLB.
Clark County gaming and liquor licenses are not transferable.
−Removed: The County has full power to limit, condition, suspend or revoke any license.
−Removed: Any disciplinary action could, and revocation would, have a substantial negative impact on our operations.
+Added: The County has full power to limit, condition, suspend or revoke any license in its sole discretion.
+Added: Any disciplinary action could, and revocation would, have a substantial negative impact on our Las Vegas Operations.
Massachusetts
The Massachusetts Expanded Gaming Act and the regulations promulgated thereunder (collectively the "Massachusetts Act") subjects the owners and operators of gaming establishments to extensive state licensing and regulatory requirements.
−Removed: are subject to the Massachusetts Act through our ownership interest in Wynn MA, LLC, ("Wynn MA") which operates Encore Boston Harbor.
+Added: We are subject to the Massachusetts Act through our ownership interest in Wynn MA, LLC, ("Wynn MA") which operates Encore Boston Harbor.
The Massachusetts Gaming Commission ("MGC") is responsible for issuing licenses under the Massachusetts Act and assuring that licenses are not issued or held by unqualified, disqualified or unsuitable persons.
2 unchanged sentences
On September 17, 2014, the MGC designated Wynn MA the award winner of the Category 1 Greater Boston gaming license effective November 7, 2014.
−Removed: We, our relevant subsidiaries, and individual qualifiers required to be qualified have been found suitable by the MGC.
+Added: We, our relevant subsidiaries, and individual persons required to be qualified have been found suitable by the MGC.
Additional entities and key employees have been and will be required to file applications with the MGC and are or may be required to be licensed or found suitable by the MGC.
3 unchanged sentences
In addition, the MGC may require us to terminate the employment of any person who refuses to file appropriate applications.
−Removed: The initial license term is for 15 years, which commenced upon the MGC’s confirmation of its approval of the commencement of the operation of the gaming establishment on June 23, 2019.
+Added: The initial license term is 15 years, which commenced upon the MGC’s confirmation of its approval of the commencement of the operation of the gaming establishment on June 23, 2019.
Wynn MA's gaming license is conditioned upon Wynn MA continuing to meet applicable licensing, registration, qualification and other regulatory requirements.
2 unchanged sentences
The Commonwealth of Massachusetts also receives 25% of gross gaming revenues for Category 1 licensees.
−Removed: Encore Boston Harbor was granted a sports wagering license by the MGC on December 8, 2022 under 2022 legislation legalizing sports wagering in Massachusetts.
+Added: Encore Boston Harbor was granted a sports wagering license by the MGC on December 8, 2022 under 2022 legislation legalizing sports wagering in the Commonwealth of Massachusetts.
Under the 2022 legislation, Encore Boston Harbor is authorized to operate a sportsbook and is entitled to two individually branded mobile platforms.
1 unchanged sentence
Sports wagering licenses are also subject to additional regulatory fees.
−Removed: The Commonwealth of Massachusetts receives 15% of gross retail sports wagering revenues.
+Added: The Commonwealth of Massachusetts receives 15% of gross retail sports wagering revenues from licensees.
The MGC has responsibility for the continuing regulation and licensing of the licensee and its officers, directors, employees and other designated persons.
8 unchanged sentences
Under the Massachusetts Gaming Act, the MGC is charged with "establishing the financial stability and integrity of gaming licensees, as well as the integrity of their sources of financing" this includes the licensure or qualification of certain persons with a financial interest in a gaming licensee or in a gaming establishment.
−Removed: The Gaming Act requires licensure of anyone with a financial interest in a gaming establishment, or with a financial interest in the business of the gaming licensee or
−Removed: who is a close associate of a gaming licensee.
+Added: The Gaming Act requires licensure of anyone with a financial interest in a gaming establishment, or with a financial interest in the business of the gaming licensee or who is a close associate of a gaming licensee.
While the Gaming Act and MGC’s regulations contain exemptions for certain financial institutions and transactions, and generally focus on actual or beneficial ownership interests, the MGC retains significant discretion to require licensure of anyone with a financial interest in a gaming licensee or gaming establishment including any company holding over 15% of the licensee, or a holding, intermediary or subsidiary company of a licensee or of an individual that can exercise control or provide direction to a gaming licensee.
6 unchanged sentences
In addition to gaming regulations, we are subject to extensive local, state, federal and foreign laws and regulations in the jurisdictions in which we operate.
−Removed: These include, but are not limited to, laws and regulations relating to alcoholic beverages, environmental matters, employment and immigration, currency and other transactions, taxation, zoning and building codes, marketing and advertising, lending, debt collection, privacy, telemarketing, money laundering, laws and regulations administered by the Office of Foreign Assets Control, and anti-bribery laws, including the Foreign Corrupt Practices Act (the "FCPA").
−Removed: Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted.
+Added: These include, but are not limited to, laws and regulations relating to alcoholic beverages, environmental matters, employment and immigration, currency and other transactions, taxation, zoning and building codes, marketing and advertising, lending, debt collection, privacy, telemarketing, anti-money laundering, laws and regulations administered by the Office of Foreign Assets Control, and anti-bribery laws, including the Foreign Corrupt Practices Act (the "FCPA").
+Added: Such laws and regulations could change from time to time or could be interpreted differently in the future, or new laws and regulations could be enacted.
Any material changes, new laws or regulations, or material differences in interpretations by courts or governmental authorities could adversely affect our business and operating results.
Human Capital
−Removed: As of December 31, 2024, we had approximately 28,000 employees (including approximately 11,500 in Macau and 16,500 in the United States).
+Added: As of December 31, 2025, we had approximately 28,500 employees (including approximately 12,000 in Macau and 16,500 in the U.S.).
We foster the growth and development of our employees to ensure that they remain best-equipped to deliver the singular customer service at each of our resorts.
Across our resorts, we maintain an extensive program of training and development focused on skills development and career advancement.
−Removed: Our non-union employees are all eligible to participate in the Company paid health, vision, dental, life, prescription, and long-term disability insurance plans.
+Added: Our non-union employees, and those union employees not covered under union health and welfare plans, are all eligible to participate in the Company paid health, vision, dental, life, prescription, and long-term disability insurance plans.
The Company also provides employee paid supplemental life and accident insurance plans.
5 unchanged sentences
Wynn Las Vegas entered into a collective bargaining agreement with the United Auto Workers Union ("UAW") effective August 28, 2024 through August 28, 2027, covering approximately 370 table games dealer employees.
−Removed: Wynn Las Vegas and the UAW have commenced negotiations over a successor agreement, and have agreed to extend the terms of the current collective bargaining agreement during the negotiations.
−Removed: Wynn Las Vegas entered into a collective bargaining agreement with the International Brotherhood of Teamsters effective July 21, 2021 through July 21, 2024, covering approximately 170 horticulture and valet employees.
−Removed: Wynn Las Vegas and the Teamsters have commenced negotiations over a successor agreement, and have agreed to extend the terms of the current collective bargaining agreement during the negotiations.
+Added: Wynn Las Vegas entered into a collective bargaining agreement with the International Brotherhood of Teamsters effective August 1, 2024 through July 31, 2029, covering approximately 170 horticulture and valet employees.
Wynn Las Vegas entered into a collective bargaining agreement with the UAW effective from January 27, 2023 through January 27, 2027, covering approximately 80 slot attendant employees.
−Removed: Our collective bargaining agreement with UNITE HERE Local 26 affiliated with UNITE HERE and International Brotherhood of Teamsters, Chauffeurs, Warehousemen & Helpers, Local 25, which covers approximately 1,350 employees at
−Removed: Encore Boston Harbor, expires on August 31, 2026.
+Added: Our collective bargaining agreement with UNITE HERE Local 26 affiliated with UNITE HERE and International Brotherhood of Teamsters, Chauffeurs, Warehousemen & Helpers, Local 25, which covers approximately 1,350 employees at Encore Boston Harbor, expires on August 31, 2026.
In October 2023, slot attendant employees at Encore Boston Harbor voted to be represented by UNITE HERE Local 26 under the terms of the existing Collective Bargaining Agreement.
In August 2024, Encore Boston Harbor agreed to recognize UNITE HERE Local 26 as the representative of business services employees under the terms of the existing Collective Bargaining Agreement.
+Added: In September 2025, cage cashier employees at Encore Boston Harbor voted to be represented by International Brotherhood of Teamsters, Chauffeurs, Warehousemen & Helpers, Local 25 under the terms of the existing Collective Bargaining Agreement.
Effective as of July 2024, Encore Boston Harbor entered into a collective bargaining agreement with Local 103, International Brotherhood of Electrical Workers, AFL-CIO.
1 unchanged sentence
Effective as of August 2022, Encore Boston Harbor entered into a collective bargaining agreement with United Government Security Officers of America, Local 295.
−Removed: The collective bargaining agreement covers approximately 140 security officers at Encore Boston Harbor and expires in June 2025.
+Added: The collective bargaining agreement covered approximately 140 security officers at Encore Boston Harbor and expired in June 2025.
+Added: Encore Boston Harbor and the United Government Security Officers have commenced negotiations over a successor agreement and the key terms of the collective bargaining agreement remain in place under federal law while negotiations continue.
Intellectual Property
1 unchanged sentence
Patent and Trademark Office ("PTO") a variety of WYNN-related trademarks and service marks in connection with a variety of goods and services.
−Removed: We have also filed applications with various foreign patent and trademark registries, including in Macau, China, Singapore, Hong Kong, Taiwan, Japan, certain European countries and various other jurisdictions throughout the world, to register a variety of WYNN-related trademarks and service marks in connection with a variety of goods and services.
+Added: We have also filed applications with various foreign patent and trademark registries, including in Macau, China, Singapore, Hong Kong, Taiwan, Japan, the United Arab Emirates, certain European countries and various other jurisdictions throughout the world, to register a variety of WYNN-related trademarks and service marks in connection with a variety of goods and services.
We recognize that our intellectual property assets, including the word and logo version of "WYNN," are among our most valuable assets.
−Removed: As a result, and in connection with expansion of our resorts and gaming activities outside the United States, we have undertaken a program to register our trademarks and other intellectual property rights in relevant jurisdictions.
+Added: As a result, and in connection with expansion of our resorts and gaming activities outside the U.S., we have undertaken a program to register our trademarks and other intellectual property rights in relevant jurisdictions.
We have retained counsel and intend to take all steps necessary to protect our intellectual property rights against unauthorized use throughout the world.
Pursuant to the Surname Rights Agreement, dated August 6, 2004, Stephen A.
−Removed: Wynn") granted us our exclusive, fully paid-up, perpetual, worldwide license to use, and to own and register trademarks and service marks incorporating the "Wynn" surname for casino resorts and related businesses, together with the right to sublicense the name and marks to affiliates.
+Added: Wynn") granted us an exclusive, fully paid-up, perpetual, worldwide license to use, and to own and register trademarks and service marks incorporating the "Wynn" surname for casino resorts and related businesses, together with the right to sublicense the name and marks to our affiliates.
Pursuant to a separation agreement, dated February 15, 2018, by and between Mr.
−Removed: Wynn and the Company, if we cease to use the "Wynn" surname and trademark, we will assign all of our right, title, and interest in the "WYNN" marks to Mr.
−Removed: Wynn and terminate the Surname Rights Agreement.
+Added: Wynn and the Company, if we cease to use the "Wynn" surname and trademark, we will assign all of our right, title, and interest in the "WYNN" name and marks to Mr.
+Added: Wynn and the Surname Rights Agreement will terminate.
We have also registered various domain names with various domain registrars around the world.
10 unchanged sentences
• international relations, national security policies, anticorruption campaigns and other geopolitical events, which may impact the number of visitors to our properties and the amount of money they are willing to spend;
−Removed: • disruptions caused by, and the impact on regional demand for casino resorts and inbound tourism and the travel and leisure industry more generally from, events outside of our control, including an outbreak of an infectious disease (such as the COVID-19 pandemic), public incidents of violence, mass shootings, riots, demonstrations, extreme weather patterns or natural disasters, military conflicts, civil unrest, and any future security alerts or terrorist attacks;
+Added: • disruptions caused by, and the impact on regional demand for casino resorts and inbound tourism and the travel and leisure industry more generally from, events outside of our control, including an outbreak of an infectious disease, public incidents of violence, mass shootings, riots, demonstrations, extreme weather patterns or natural disasters, military conflicts, civil unrest, and any future security alerts or terrorist attacks;
• public perception of our resorts and the level of service we provide;
4 unchanged sentences
• construction and regulatory risks associated with our current and future construction projects or co-investments in such projects;
−Removed: • any violations by us of various anti-money laundering laws or the Foreign Corrupt Practices Act;
+Added: • any violations by us of various anti-money laundering laws or the FCPA;
• our compliance with environmental requirements and potential cleanup responsibility and liability as an owner or operator of property;
14 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.