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Item 7. Management’s Discussion and Analysis

2026-03-02 compared with 2025-02-13 · 114 added, 148 removed, 425 unchanged (38% of the section changed)

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In Everett, Massachusetts, we operate Encore Boston Harbor, an integrated resort.

During the twelve months ended December 31, 2024, Wynn Interactive Ltd.

no longer met the requirements for a reportable segment due to the Company's decision to cease operating Wynn Interactive's digital sports betting and casino business.

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 of the Company's reportable segments.

The Company has a 40% equity interest in Island 3 AMI FZ-LLC ("Island 3"), an unconsolidated affiliate, which is constructing Wynn Al Marjan Island in Ras Al Khaimah, United Arab Emirates.

Key Operating Measures

Certain key operating measures specific to the gaming industry are included in our discussion of our operational performance for the periods for which the Consolidated Statements of Operations are presented.

These key operating measures are presented as supplemental disclosures because management and/or certain investors use these measures to better understand period-over-period fluctuations in our casino and hotel operating revenues.

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Diluted net income per share 3.14 4.35 (1.21) (27.8)

The increase in operating revenues for the year ended December 31, 2024 was primarily driven by increases of $330.8 million, $251.1 million, and $91.3 million from Wynn Palace, Wynn Macau, and our Las Vegas Operations, respectively, primarily due to an increase in gaming volumes and restaurant covers at our Macau Operations and an increase in ADR, entertainment venue sales and revenue from leased retail outlets at our Las Vegas Operations.

The decrease in net income attributable to Wynn Resorts, Limited for the year ended December 31, 2024 was primarily related to a decrease in the benefit from income taxes of $500.5 million, partially offset by increased revenues at our Macau Operations.

The decrease in net income attributable to Wynn Resorts, Limited for the year ended December 31, 2025 was primarily attributable to an increase in the provision for income taxes of $101.3 million and a decrease of $63.8 million in interest income.

Financial results for the year ended December 31, 2025 compared to the year ended December 31, 2024

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Casino revenues

Casino revenues increased primarily due to higher gaming volumes at our Macau Operations which benefited from growing tourism in Macau during the year ended December 31, 2024.

Casino revenues increased primarily due to higher casino volumes at Wynn Palace and higher slot machine handle at our Las Vegas Operations, which was partially offset by a decrease in VIP table games win at Wynn Macau.

The table below sets forth our casino revenues and associated key operating measures (dollars in thousands, except for win per unit per day):

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Slot machine win per unit per day $ 524 $ 496 $ 28 5.6

Poker rake $ 736 $ — $ 736 NM

Total casino revenues $ 1,195,001 $ 1,230,351 $ (35,350) (2.9)

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Poker rake $ 10,915 $ 15,275 $ (4,360) (28.5)

Our casino operations in Macau were closed for a 1-day period in September 2025 due to Typhoon Ragasa.

Year Ended December 31,

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Poker rake $ 21,990 $ 21,750 $ 240 1.1

NM - Not meaningful.

Non-casino revenues

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REVPAR $ 373 $ 385 $ (12) (3.1)

Room revenues increased $56.4 million, primarily due to higher ADR at our Las Vegas Operations.

Food and beverage revenues increased $40.5 million, primarily due to increased restaurant covers and average check amounts at our Las Vegas Operations and our Macau Operations.

Entertainment, retail and other revenues decreased $43.8 million, primarily due to a decrease in operating revenues at Wynn Interactive as a result of our decision to close Wynn Interactive's digital sports betting and casino gaming business.

Room revenues decreased $100.9 million, primarily due to lower ADR across all of our properties.

Food and beverage revenues decreased $31.3 million, primarily due to a decrease in revenues from nightlife venues at our Las Vegas Operations during the year ended December 31, 2025.

The year ended December 31, 2024 included incremental food and beverage revenue at our Las Vegas Operations from Super Bowl-related events.

Entertainment, retail and other revenues increased $9.7 million in total across our properties, and was offset by a decrease in operating revenues of $16.5 million at Wynn Interactive following the closure of its digital sports betting and casino business in the third quarter of 2024.

Operating expenses

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Provision for credit losses 12,824 4,986 7,838 NM

Pre-opening 9,355 9,468 (113) (1.2)

Pre-opening 38,494 9,355 29,139 NM

Depreciation and amortization 620,633 658,895 (38,262) (5.8)

Impairment of goodwill and intangible assets — 94,490 (94,490) (100.0)

Property charges and other 49,719 215,095 (165,376) (76.9)

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NM - Not meaningful.

The increase in total operating expenses was primarily due to increased operating costs associated with higher business volumes at our properties, partially offset by decreased operating expenses related to Wynn Interactive following the closure of Wynn Interactive's digital sports betting and casino gaming business.

Casino expenses increased $194.4 million and $133.4 million at Wynn Palace and Wynn Macau, respectively.

These increases resulted from higher operating costs, including increases of $166.5 million and $114.7 million in incremental gaming tax expense at Wynn Palace and Wynn Macau, respectively, driven by the increase in casino revenues.

Room expenses increased $18.2 million at our Las Vegas Operations as a result of higher payroll and other operating costs.

Food and beverage expenses increased $19.2 million and $16.2 million at our Las Vegas Operations and our Macau Operations, respectively, as a result of higher payroll and other operating costs.

Entertainment, retail and other expenses decreased $112.6 million at Corporate and other as a result of decreased operating costs related to Wynn Interactive.

This decrease was partially offset by an increase of $26.7 million at our Las Vegas Operations primarily due to increased costs from entertainment venue related revenue.

Depreciation and amortization decreased $33.7 million at Encore Boston Harbor as result of certain furniture, fixtures and equipment assets being fully depreciated five years after the opening of the property in June of 2019.

During the year ended December 31, 2023, the Company recognized impairment of goodwill and other finite-lived intangible assets of $72.1 million and $22.4 million, respectively, as a result of our decision to close Wynn Interactive's digital sports betting and casino gaming business.

Property charges and other expenses for the year ended December 31, 2024 consisted primarily of $130.0 million of forfeitures pursuant to a non-prosecution agreement and the Company's $9.4 million contribution towards a legal settlement, both of which are described in Item 8—"Financial Statements and Supplementary Data," Note 18, "Commitments and Contingencies." Property charges and other expenses for the year ended December 31, 2024 also included $20.7 million of asset abandonments at our Macau Operations, $61.5 million of expensed project costs related to a discontinued development project at Corporate and other, $16.9 million of contract termination and other costs related to Wynn Interactive and a gain of $24.6 million related to the sale of certain Wynn Interactive assets.

Property charges and other expenses for the year ended December 31, 2023 consisted primarily of contract termination and other expenses of $94.6 million, as a result of our decision to close Wynn Interactive's digital sports betting and casino gaming business.

Property charges and other expenses for the year ended December 31, 2023 also included other contract terminations of $8.7 million at Wynn Macau and asset abandonments of $12.7 million and $8.0 million at Wynn Palace and our Las Vegas Operations, respectively.

The increase in total operating expenses was primarily due to an increase in casino expenses at Wynn Palace and our Las Vegas Operations and an increase in pre-opening expenses at Corporate and other, partially offset by a decrease in depreciation and amortization expense at Encore Boston Harbor and a decrease in property charges and other expenses at our Las Vegas Operations and Corporate and other.

Casino expenses increased $116.8 million at Wynn Palace, including an increase of $92.8 million in gaming tax expense driven by an increase in casino revenue, and $25.2 million at our Las Vegas Operations, primarily driven by higher payroll and related costs, including higher stock-based compensation expense from stock awards granted in connection with the 20th anniversary of the opening of Wynn Las Vegas ("20th Anniversary").

Room expenses increased $12.1 million at our Las Vegas Operations, largely due to payroll and related costs, including higher stock-based compensation expense as a result of stock awards granted to employees in connection with the 20th Anniversary.

Food and beverage expenses increased $21.2 million at Wynn Palace, primarily as a result of higher cost of sales.

General and administrative expenses increased $36.5 million, primarily due to the one-time cost of the 20th Anniversary celebrations, including higher stock-based compensation expense as a result of stock awards granted in connection with the 20th Anniversary.

Pre-opening expense increased $29.1 million at Corporate and other largely due to pre-opening costs associated with Wynn Al Marjan Island.

Depreciation and amortization decreased $32.1 million at Encore Boston Harbor as a result of certain assets being fully depreciated five years after the opening of the property in June of 2019.

Property charges and other expenses for the year ended December 31, 2025 consisted primarily of $6.6 million and $18.6 million of contract terminations and other expenses at our Las Vegas Operations and Encore Boston Harbor, respectively;

and $17.7 million, $6.3 million, and $2.9 million of asset abandonments and disposals at our Macau Operations, our Las Vegas Operations and Corporate and other, respectively.

Property charges and other expenses for the year ended December 31, 2024 also included $20.7 million of asset abandonments at our Macau Operations, $61.5 million of expensed project costs related to a discontinued development project at Corporate

and other, $16.9 million of contract termination and other costs related to Wynn Interactive, partially offset by a gain of $24.6 million related to the sale of certain Wynn Interactive assets.

Other non-operating income and expenses

Interest expense, net of capitalized interest, decreased $63.1 million primarily due to a decrease in the weighted average debt balance, from $12.38 billion for the year ended December 31, 2023, to $11.45 billion for the year ended December 31, 2024.

Interest expense, net of capitalized interest, decreased $62.9 million due to a decrease in the weighted average debt balance to $10.98 billion for the year ended December 31, 2025 from $11.45 billion for the year ended December 31, 2024, and a decrease in the weighted average interest rate to 5.68% for the year ended December 31, 2025 from 6.00% for the year ended December 31, 2024.

In addition, we capitalized interest of $49.7 million and $23.0 million in the years ended December 31, 2025 and 2024, respectively.

We recorded interest income of $66.5 million and $130.3 million for the years ended December 31, 2025 and 2024, respectively, primarily related to interest earned on cash and cash equivalents held at financial institutions.

We incurred a foreign currency remeasurement gain of $29.2 million and a loss of $11.5 million for the years ended December 31, 2024 and 2023, respectively.

The impact of the exchange rate fluctuation of the Macau pataca, in relation to the U.S.

dollar, on the remeasurements of U.S.

dollar denominated debt and other obligations from our Macau-related entities drove the variability between periods.

We recorded a gain of $42.5 million and $45.1 million for the years ended December 31, 2024 and 2023, respectively, primarily related to the change in derivative fair value of the conversion feature of the WML Convertible Bonds.

We recorded a $2.9 million loss on debt financing transactions for the year ended December 31, 2024, primarily related to the issuance of the 2031 Add-On WRF Senior Notes, 2033 WRF Senior Notes, and the repurchase of the 2025 WLV Senior Notes.

We recorded a $12.7 million loss on debt financing transactions for the year ended December 31, 2023, primarily related to the issuance of the 2031 WRF Senior Notes and the repurchase of the tendered 2025 WRF Senior Notes.

For the years ended December 31, 2024 and 2023, we recorded an income tax expense of $3.7 million and a benefit of $496.8 million, respectively.

We incurred a foreign currency remeasurement loss of $8.6 million and a gain of $29.2 million for the years ended December 31, 2025 and 2024, respectively.

The impact of the exchange rate fluctuation of the Macau pataca, in relation to the United States ("U.S.") dollar, on the remeasurements of U.S.

dollar denominated debt and other obligations from our Macau-related entities primarily drove the variability between periods.

We recorded a loss of $34.9 million for the year ended December 31, 2025 from change in derivatives fair value, which primarily includes a loss of $27.6 million related to foreign currency swaps and a loss of $7.7 million related to the interest rate swap on the Retail Term Loan.

We recorded a gain of $42.5 million for the year ended December 31, 2024 from change in derivatives fair value, primarily related to the conversion feature of the WML Convertible Bonds.

F or more information on the Company's derivative instruments, refer to Item 8—"Notes to Consolidated Financial Statements," Note 8, "Derivative Instruments."

For the years ended December 31, 2025 and 2024, we recorded an income tax expense of $105.0 million and expense of $3.7 million, respectively.

The 2025 income tax expense primarily relates to U.S.

profitability as well as an increase in non-deductible expenses offset by the release of valuation allowance on certain deferred tax assets.

The 2023 income tax benefit primarily relates to the release of valuation allowance on certain deferred tax assets.

profitability as well as an increase in the valuation allowance on foreign tax credit ("FTC") carryforwards.

The 2024 income tax expense primarily relates to U.S.

profitability as well as an increase in nondeductible expenses offset by the release of valuation allowance on certain deferred tax assets.

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 affect the Company's financial position and results of operations.

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

federal tax law changes increase tax deductions and reduce the utilization of FTC carryforwards.

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.

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As further described in Item 8—"Financial Statements and Supplementary Data," Note 20, "Segment Information," we use Adjusted Property EBITDAR to manage the operating results of our segments.

Adjusted Property EBITDAR is net income (loss) before interest, income taxes, depreciation and amortization, pre-opening expenses, impairment of goodwill and intangible assets, property charges and other expenses, triple-net operating lease rent expense related to Encore Boston Harbor, management and license fees, corporate expenses and other expenses (including intercompany golf course, meeting and convention, and water rights leases), stock-based compensation, change in derivatives fair value, loss on debt financing transactions, and other non-operating income and expenses.

Adjusted Property EBITDAR is presented exclusively as a supplemental disclosure because management believes that it is widely used to measure the performance, and as a basis for

valuation, of gaming companies.

Adjusted Property EBITDAR is net income before interest, income taxes, depreciation and amortization, pre-opening expenses, impairment of goodwill and intangible assets, property charges and other expenses, triple-net operating lease rent expense related to Encore Boston Harbor, management and license fees, corporate expenses and other expenses (including intercompany golf course, meeting and convention, and water rights leases), stock-based compensation, change in derivatives fair value, loss on debt financing transactions, and other non-operating income and expenses.

Adjusted Property EBITDAR is presented exclusively as a supplemental disclosure because management believes that it is widely used to measure the performance, and as a basis for valuation, of gaming companies.

Management uses Adjusted Property EBITDAR as a measure of the operating performance of its segments and to compare the operating performance of its properties with those of its competitors, as well as a basis for determining certain incentive compensation.

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Also, our calculation of Adjusted Property EBITDAR may be different from the calculation methods used by other companies and, therefore, comparability may be limited.

The following table summarizes Adjusted Property EBITDAR (in thousands) for Wynn Palace, Wynn Macau, Las Vegas Operations, Encore Boston Harbor, and Corporate and other as reviewed by management and summarized in Item 8—"Financial Statements and Supplementary Data," Note 20, "Segment Information." That footnote also presents a reconciliation of Adjusted Property EBITDAR to net income (loss) attributable to Wynn Resorts, Limited.

The following table summarizes Adjusted Property EBITDAR (in thousands) for Wynn Palace, Wynn Macau, Las Vegas Operations and Encore Boston Harbor, as reviewed by management and summarized in Item 8—"Financial Statements and Supplementary Data," Note 20, "Segment Information." That footnote also presents a reconciliation of Adjusted Property EBITDAR to net income attributable to Wynn Resorts, Limited.

Year Ended December 31,

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Encore Boston Harbor 236,721 247,128 (10,407)

Corporate and other (4,535) (42,646) 38,111

Adjusted Property EBITDAR at Wynn Palace and Wynn Macau increased $117.9 million and $103.8 million, respectively, for the year ended December 31, 2024, primarily due to an increase in operating revenues of $330.8 million and $251.1 million, respectively, partially offset by an increase in operating expenses.

Adjusted Property EBITDAR at our Las Vegas Operations remained relatively consistent in the years ended December 31, 2024 and 2023.

Adjusted Property EBITDAR at Wynn Palace decreased $50.8 million for the year ended December 31, 2025 primarily due to a $53.4 million decrease in rooms revenue.

Adjusted Property EBITDAR at Wynn Macau decreased $39.7 million for the year ended December 31, 2025, due to a decrease in operating revenues of $54.0 million, largely attributable to lower casino and rooms revenue, partially offset by lower operating expenses.

Adjusted Property EBITDAR at our Las Vegas Operations for the year ended December 31, 2025, decreased $44.4 million, primarily due to a decrease of $48.1 million in non-gaming revenues, partially offset by lower operating expenses.

The year ended December 31, 2024, included incremental food and beverage revenue from Super Bowl-related events and from outlets undergoing renovations.

Adjusted Property EBITDAR at Encore Boston Harbor decreased $10.4 million for the year ended December 31, 2025, primarily due to a decrease in operating revenues of $10.3 million.

Adjusted Property EBITDAR at Corporate and other increased $38.1 million for the year ended December 31, 2024, primarily due to a decrease in marketing and promotional expenses related to Wynn Interactive following our decision, announced in August 2023, to close Wynn Interactive's digital sports betting and casino gaming business.

Refer to the discussions above regarding the specific details of our results of operations.

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Capital expenditures, net of construction payables and retention (660,433) (419,929)

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

Investments in unconsolidated affiliates (328,928) (563,418)

Purchase of investments (668,890) —

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Accordingly, operating cash flows will be impacted by changes in operating income and accounts receivable, net.

During the year ended December 31, 2024, the increase in cash flows from operating activities was primarily due to increased revenues from our Macau Operations and our Las Vegas Operations, which was partially offset by an increase in operating expenses associated with higher business volumes.

During the year ended December 31, 2023, the increase in cash flows from operating activities was primarily due to increased revenues from our Macau Operations and our Las Vegas Operations, which was partially offset by an increase in operating expenses associated with higher business volumes.

During the year ended December 31, 2025, the decrease in cash flows from operating activities was primarily due to a decrease in operating income at our Macau Operations largely driven by a decrease in rooms revenue.

Investing Activities

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During the year ended December 31, 2025, we incurred capital expenditures of $287.6 million at our Las Vegas Operations, $167.2 million at Wynn Palace, $72.8 million at Wynn Macau, and $26.9 million at Encore Boston Harbor, primarily related to enhancements at our properties and maintenance capital expenditures, and $105.9 million at Corporate and other, primarily related to future development projects.

In addition, during the year ended December 31, 2025, we invested $328.9 million, including $282.6 million of cash contributions, in the joint venture that is constructing Wynn Al Marjan Island and purchased $668.9 million of U.S.

treasuries and fixed deposits.

During the year ended December 31, 2024, we incurred capital expenditures of $159.8 million at our Las Vegas Operations, $107.5 million at Wynn Palace, $57.7 million at Wynn Macau, and $32.7 million at Encore Boston Harbor, primarily related to enhancements at our properties and maintenance capital expenditures, and $62.4 million at Corporate and other primarily related to future development projects.

In addition, during the year ended December 31, 2024, we invested $563.4 million, including $541.7 million of cash contributions, in the joint venture that is constructing Wynn Al Marjan Island, and received proceeds of $850.0 million upon the maturity of investments.

During the year ended December 31, 2023, we incurred capital expenditures of $187.2 million at our Las Vegas Operations, $70.6 million at Encore Boston Harbor, $66.3 million at Wynn Palace, and $25.6 million at Wynn Macau, primarily related to enhancements at our properties and maintenance capital expenditures, and $93.2 million at Corporate and other primarily related to future development projects.

In addition, during the year ended December 31, 2023, we purchased $836.5 million in investments, comprised of debt securities and fixed deposits maturing in less than one year.

Financing Activities

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Proceeds from issuance Repayments and repurchases

WRF 6 1/4% Senior Notes, due 2033 $ 800,000 $ —

WRF 7 1/8% Senior Notes, due 2031 412,000 —

WML 4 7/8% Senior Notes, due 2024 — 600,000

WM Cayman II Revolver, due 2028

WLV 5 1/2% Senior Notes, due 2025 — 1,380,001

WML 6 3/4% Senior Notes, due 2034 ("2034 WML Senior Notes") $ 1,000,000 $ —

WML 5 1/2% Senior Notes, due 2026 ("2026 WML Senior Notes") — 1,000,000

WRF Credit Facilities:

WRF Term Loan, due 2027 — 763,125

WRF Term Loan, due 2030 752,812 —

Retail Term Loan, due 2025 — 600,000

Retail Term Loan, due 2027 600,000 15,000

Total $ 1,752,812 $ 1,763,125

In addition, during the year ended December 31, 2025, we repurchased 4,574,118 shares of our common stock for an aggregate cost of $380.1 million, including 4,365,212 shares of our common stock repurchased pursuant to our publicly announced equity repurchase program for an aggregate cost of $358.2 million.

We also made dividend payments of $139.6 million, paid $36.7 million for financing costs related to the debt financing activities above and used cash of $17.0 million for distributions to the noncontrolling interest holder of the Retail Joint Venture.

We also made dividend payments of $174.7 million, finance lease payments of $25.8 million, paid $28.1 million for financing costs related to the financing activities above, and used cash of $25.7 million for distributions to noncontrolling interest holders of the Retail Joint Venture.

The below table presents proceeds from the issuance, repayments, and repurchases of the specified debt instruments during the year ended December 31, 2024 (in thousands):

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WRF 6 1/4% Senior Notes, due 2033 $ 800,000 $ —

WML 4 1/2% Convertible Bonds, due 2029 600,000 —

WRF 7 1/8% Senior Notes, due 2031 412,000 —

WLV 4 1/4% Senior Notes, due 2023 — 500,000

WML 4 7/8% Senior Notes, due 2024 — 600,000

WM Cayman II Revolver, due 2028

WLV 5 1/2% Senior Notes, due 2025 — 1,380,001

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WRF Term Loan, due 2027 71,794 39,361

Retail Term Loan, due 2025 — 600,000

Retail Term Loan, due 2027 600,000 15,000

Total $ 1,883,794 $ 3,059,832

In addition, during the year ended December 31, 2024, we repurchased 4,500,888 shares of our common stock for an aggregate cost of $401.8 million, including 4,349,779 shares of our common stock repurchased pursuant to our publicly announced equity repurchase program for an aggregate cost of $386.0 million.

We also made dividend payments of $84.7 million, paid $41.2 million for financing costs related to the debt financing activities above and used cash of $22.6 million for distributions to the noncontrolling interest holder of the Retail Joint Venture.

We also made dividend payments of $139.6

million, finance lease payments of $19.2 million, paid $36.7 million for financing costs related to the debt financing activities above and used cash of $17.0 million for distributions to the noncontrolling interest holder of the Retail Joint Venture.

Capital Resources

The following table summarizes our unrestricted cash and cash equivalents and available revolver borrowing capacity, presented by significant financing entity as of December 31, 2024 (in thousands):

Total Cash and Cash Equivalents Revolver Borrowing Capacity

The following table summarizes our unrestricted cash and cash equivalents, investments, and available revolver borrowing capacity, presented by significant financing entity as of December 31, 2025 (in thousands):

Total Cash and Cash Equivalents Investments (1)

Revolver Borrowing Capacity

Wynn Macau, Limited and subsidiaries $ 916,145 $ 601,756 $ 1,355,116

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Total $ 1,463,442 $ 601,756 $ 2,588,899

(1) Investments consist of U.S.

treasuries and fixed deposits maturing in less than one year and exclude long-term investments of $67.6 million .

(2) Excluding Wynn Macau, Limited and subsidiaries.

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We expect to use this cash to service our WML Senior Notes, WM Cayman II Revolver, and WML Convertible Bonds, to pay dividends to shareholders of WML (of which we own approximately 72%), and to fund working capital and capital expenditure requirements at WML and our Macau Operations.

We expect to make estimated project capital expenditures of between $250 million and $300 million during 2025 and between $450 million and $500 million during 2026 related to enhancements at our Macau Operations.

We expect to make maintenance capital expenditures at our Macau Operations of between $70 million and $80 million during 2025.

We expect to make estimated project capital expenditures between $400 million and $450 million during 2026 and between $425 million and $475 million during 2027 related to enhancements at our Macau Operations.

We expect to make maintenance capital expenditures at our Macau Operations between $70 million and $80 million during 2026.

WML is a holding company and, as a result, its ability to pay dividends to WRF is dependent on WML receiving distributions from its subsidiaries.

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The WM Cayman II Revolver facility agreement contains representations, warranties, covenants and events of default customary for similar financings, including, but not limited to, restrictions on indebtedness to be incurred by WM Cayman II or its subsidiaries.

In May 2024, the WML Board of Directors announced an amendment to WML's dividend policy, pursuant to which the WML Board of Directors will meet semiannually to consider the declaration of dividends, and may also meet at any time during the year as the WML Board of Directors deems fit to consider the declaration of special dividends.

On June 19, 2024, WML paid a cash dividend of HK$0.075 per share for a total U.S.

dollar equivalent of approximately $50.4 million in respect of the year ended December 31, 2023.

Our share of this dividend was $36.0 million.

On September 12, 2024, WML paid a cash dividend of HK$0.075 per share for a total U.S.

dollar equivalent of approximately $50.5 million in respect of the six months ended June 30, 2024.

Our share of this dividend was $36.1 million.

In September 2024, WM Cayman II and WML entered into an amendment agreement to its existing facility agreement to extend the maturity date of the outstanding loans under the existing facility agreement from September 2025 to September 2028.

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

WML paid cash dividends of HK$0.185 per share in both June 2025 and September 2025 for a total U.S.

dollar equivalent of approximately $249.0 million for the year ended December 31, 2025 .

Our share of these dividends was $177.7 million.

In July 2025, WM Cayman II increased borrowing capacity under the WM Cayman II Revolver by an additional aggregate amount of $1.00 billion equivalent through the exercise of an accordion feature under the existing facility agreement.

As a result, the total committed amount of the WM Cayman II Revolver has increased to $2.50 billion equivalent.

In connection with the exercise of the accordion feature on the WM Cayman II Revolver, we recorded debt issuance costs of $11.6 million.

In August 2025, WML issued $1.00 billion aggregate principal amount of the 2034 WML Senior Notes.

The 2034 WML Senior Notes were issued at par for proceeds of $989.0 million, net of $11.0 million of related fees and expenses.

In September 2025, we redeemed in full the outstanding $1.00 billion aggregate principal amount of 2026 WML Senior Notes using net proceeds from the issuance of the 2034 WML Senior Notes, along with cash on hand, at a price equal to 100% of the principal amount.

If our portion of cash available for repatriation was repatriated on December 31, 2025, it would be subject to minimal U.S.

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We expect to use this cash to service our WRF Credit Facilities, the WRF Senior Notes, and the Wynn Las Vegas Senior Notes, and to fund working capital and capital expenditure requirements as needed.

We expect to make estimated project capital expenditures of between $375 million and $400 million during 2025 and between $200 million and $225 million during 2026 related to enhancements at our Las Vegas Operations.

We expect to make total maintenance capital expenditures at our Las Vegas Operations and Encore Boston Harbor of between $90 million and $115 million, on a combined basis, during 2025.

WRF is a holding company and, as a result, its ability to pay dividends to Wynn Resorts is dependent on WRF receiving distributions from its subsidiaries.

We expect to make estimated project capital expenditures between $375 million and $400 million during 2026 and between $150 million and $175 million during 2027 related to enhancements at our Las Vegas Operations.

We expect to make total maintenance capital expenditures at our Las Vegas Operations and Encore Boston Harbor between $90 million and $115 million, on a combined basis, during 2026.

WRF is a holding company and, as a result, its ability to pay dividends or distributions to Wynn Resorts is dependent on WRF receiving distributions from its subsidiaries.

The WRF Credit Agreement contains customary negative and financial covenants, including, but not limited to, covenants that restrict WRF's ability to pay dividends or distributions and incur additional indebtedness.

In February 2024, WRF issued an additional $400.0 million aggregate principal amount of 7 1/8% Senior Notes due 2031 (the "2031 WRF Add-On Senior Notes") in a private offering.

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 $409.5 million.

In February and March 2024, we repurchased $800.0 million aggregate principal amount of our 5 1/2% Senior Notes due 2025 (the "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.

We 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 September 2024, WRF and certain of its subsidiaries entered into an amendment (the "WRF Credit Agreement Amendment") to its existing credit agreement (the "WRF Credit Agreement").

The WRF Credit Agreement Amendment amends the WRF Credit Agreement to (i) extend the stated maturity date for lenders electing to extend their revolving commitments in an amount equal to approximately $68.7 million from September 20, 2024 to September 20, 2027, and (ii) extend the stated maturity date for lenders electing to extend their term loan commitments in an amount equal to approximately $71.8 million from September 20, 2024 to September 20, 2027.

Also in September 2024, WRF issued $800 million aggregate principal amount of 6 1/4% Senior Notes due 2033 (the "2033 WRF Senior Notes") in a private offering exempt from the registration requirements of the Securities Act, as amended.

The 2033 WRF Senior Notes were issued at par, for net proceeds of $795.0 million.

A portion of the proceeds from the offering of the 2033 WRF Senior Notes was used in October 2024 to repurchase the remaining outstanding $600.0 million aggregate principal amount of WLV 5.500% Senior Notes due 2025 at a price equal to 100.0% of the principal amount, plus accrued interest.

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

In June 2025, WRF and certain of its subsidiaries entered into an amendment (the "WRF Credit Facility Amendment") to its existing credit agreement.

The WRF Credit 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 commitments 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.

Wynn Resorts, Limited and other subsidiaries.

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We expect to use cash held by Wynn Resorts, Limited and other to service our Retail Term Loan, to fund working capital needs of our subsidiaries, pay dividends, make required capital contributions to the entity which owns Wynn Al Marjan Island, and for general corporate purposes.

During the year ended December 31, 2024, the Company determined not to proceed with its planned phased development project adjacent to Encore Boston Harbor, and expensed $61.5 million of costs, including $4.7 million of internally allocated overhead, that had been previously capitalized.

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 Bank").

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

During the year ending December 31, 2025, the Company contributed $282.6 million of cash into Island 3 and affiliated ventures, bringing our life-to-date cash contributions to $914.2 million.

We estimate our remaining 40% pro-rata share of the required equity for the construction of the Wynn Al Marjan Island integrated resort is between $425 million and $500 million, inclusive of capitalized interest, fees, and certain improvements to the island.

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

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.

Island 3 has partnered with Aman Group, a developer and operator of hotels, resorts and branded residences, to construct a second development adjacent to Wynn Al Marjan Island, which will feature a 132-room hotel and a residential tower with one- to five- bedroom units and a limited collection of standalone villas ("Janu Al Marjan Island").

Janu Al Marjan Island, expected to open in late 2028, will be managed and operated by Aman Group and will offer a variety of guest experiences.

The Company’s estimated capital contributions to Island 3 for the construction of the Janu Al Marjan Island are between $25 million and $50 million, net of estimated branded residence sales and estimated 50% loan-to-cost financing to fund project costs.

The Company paid a cash dividend of $0.25 per share on its common stock in each of the quarters ended March 31, 2025, June 30, 2025, September 30, 2025, and December 31, 2025 and recorded an aggregate amount of $104.6 million against accumulated deficit in the year ended December 31, 2025.

On February 12, 2026, the Company's Board of Directors declared a cash dividend of $0.25 per share on its common stock, payable on March 4, 2026 to stockholders of record as of February 23, 2026.

In October 2024, we amended the retail term loan agreement to, among other things, extend the scheduled maturity date to July 2027 and provide for an interest rate adjustment.

We also made a principal repayment of the term loan in the amount of $15.0 million.

Other Factors Affecting Liquidity

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There can be no assurances regarding the business prospects with respect to any other opportunity.

Any new development may

require us to obtain additional financing.

Any new development may require us to obtain additional financing.

We may decide to conduct any such development through Wynn Resorts, Limited or through subsidiaries separate from the Las Vegas, Boston or Macau-related entities.

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Long-term debt obligations (1)

$ 9,410 $ 5,395,468 $ 2,427,532 $ 2,800,000 $ 10,632,410

Fixed interest payments 501,285 845,394 480,688 396,875 2,224,242

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Total contractual commitments $ 1,391,733 $ 7,243,921 $ 3,451,608 $ 6,931,332 $ 19,018,594

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

(2) Amounts for all periods represent our estimated future interest payments on our debt facilities based upon amounts outstanding and SOFR or HIBOR rates as of December 31, 2025.

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Due to the inherent uncertainty of the underlying tax positions, it is not practicable to assign the related potential tax obligations to any particular year and therefore it is not included in the table above as of December 31, 2025.

Gaming Concession Contract

Macau Gaming Concession

In December 2022, Wynn Macau SA entered into a definitive gaming concession contract (the "Gaming Concession Contract") with the government of Macau, 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.

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

(i) Special gaming premium - Wynn Macau SA is obligated to pay a special annual gaming premium if the average of the gross gaming revenues of the Company's gaming tables and gaming machines is lower than a certain minimum amount determined by the Macau government.

A minimum average annual gross gaming revenue of MOP7.0 million (approximately

$0.9 million) per gaming table and MOP300,000 (approximately $38 thousand) per gaming machine has been set by Macau government.

determined by the Macau government.

A minimum average annual gross gaming revenue of MOP7.0 million (approximately $0.9 million) per gaming table and MOP300,000 (approximately $37 thousand) per gaming machine has been set by Macau government.

If Wynn Macau SA fails to reach such minimum gross gaming revenue, Wynn Macau SA will be required to pay a special premium equal to the difference between the special gaming tax calculated based on the actual gross gaming revenue and that of such minimum gross gaming revenue.

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See Item 8—"Financial Statements and Supplementary Data," Note 18, "Commitments and Contingencies," for additional information regarding the amounts owed under the Gaming Concession Contract and Macau Gaming Law.

Wynn Al Marjan Island Funding Commitment

We estimate our remaining 40% pro-rata share of the required equity for the construction of Wynn Al Marjan Island integrated resort is between $700 million and $775 million inclusive of capitalized interest, fees, and certain improvements on the Island.

Al Marjan Island Funding Commitments

We estimate our remaining 40% pro-rata share of the required equity for the construction of Wynn Al Marjan Island integrated resort is between $425 million and $500 million inclusive of capitalized interest, fees, and certain improvements to the island.

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

We estimate that our capital contributions to Island 3 for the construction of the Janu Al Marjan Island are between $25 million and $50 million, net of estimated branded residence sales and estimated 50% loan-to-cost financing to fund project costs.

Critical Accounting Policies and Estimates

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However, by their nature, judgments are subject to an inherent degree of uncertainty, and therefore actual results could differ from our estimates.

We are subject to income taxes in the United States and other foreign jurisdictions where we operate.

We are subject to income taxes in the U.S.

and other foreign jurisdictions where we operate.

Accounting standards require the recognition of deferred tax assets, net of applicable reserves, and liabilities for the estimated future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards.

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Otherwise, a valuation allowance is applied.

As of December 31, 2024, we had deferred tax assets of $1.50 billion, including a foreign tax credit ("FTC") carryforward of $533.5 million and deferred tax assets related to interest expense carryforwards of $157.6 million and net operating loss carryforwards of $201.7 million.

As of December 31, 2025, we had deferred tax assets of $1.42 billion, including an FTC carryforward of $449.9 million and deferred tax assets related to interest expense carryforwards of $144.1 million and net operating loss carryforwards of $183.8 million.

In assessing the need for a valuation allowance, the Company considers whether it is more likely than not that the deferred tax assets will be realized.

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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.

In 2025, we recorded a $13.5 million net increase to valuation allowances, including a $38.9 million increase to valuation allowance on FTC carryforwards.

The increase primarily relates to U.S.

federal tax law changes that increase tax deductions and reduce the utilization of FTC carryforwards.

The decrease to valuation allowances primarily relates to NOL carryforwards that were used or expired in the current year.

In 2024, we 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, we 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.

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

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

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.

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

Our income tax returns are subject to examination by the IRS and other tax authorities in the locations where we operate.

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As applicable, we recognize accrued penalties and interest related to unrecognized tax benefits in the provision for income taxes.

Recommendations made by the Organization for Economic Cooperation and Development’s Base Erosion and Profit Shifting 2.0 ("BEPS 2.0") project have the potential to lead to changes in the tax laws in numerous countries, including the implementation of a global minimum tax.

Recommendations made by the Organization for Economic Cooperation and Development’s Base Erosion and Profit Shifting 2.0 project have the potential to lead to changes in the tax laws in numerous countries, including the implementation of a global minimum tax.

Several countries around the world have enacted or proposed changes to their existing tax laws based on these recommendations.

On January 5, 2026, the Organization for Economic Cooperation and Development released administrative guidance that introduces new safe harbors, providing significant relief for multinational enterprises whose ultimate parent entity is located in the U.S.

We are monitoring the potential changes in tax laws resulting from the Organization for Economic Cooperation and Development’s multi-jurisdictional plan of action to address base erosion and profit shifting, which could impact our effective tax rate.

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The Company determined that the conversion feature contained within the WML Convertible Bonds is not indexed to WML's equity and, as such, is required to be bifurcated from the debt host contract and accounted for as a free-standing derivative (the "WML Convertible Bonds Conversion Option Derivative").

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

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 Company estimates the volatility of shares of WML common stock based on historical volatility that matches the expected remaining term to maturity of the WML Convertible Bonds.

The risk-free interest rate is based on the Hong Kong and United States benchmark yield curves on the valuation date for a maturity similar to the expected remaining term of the WML Convertible Bonds.

The risk-free interest rate is based on the Hong Kong and U.S.

benchmark yield curves on the valuation date for a maturity similar to the expected remaining term of the WML Convertible Bonds.

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

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These collection efforts may include the mailing of statements and delinquency notices, personal contacts, the use of outside collection agencies, and litigation.

Markers issued at our Las Vegas Operations and Encore Boston Harbor are generally legally enforceable instruments in the United States, and United States assets of foreign customers may be used to satisfy judgments entered in the United States.

The enforceability of markers and other forms of credit related to gaming debt outside of the United States varies from country to country.

Markers issued at our Las Vegas Operations and Encore Boston Harbor are generally legally enforceable instruments in the U.S., and U.S.

assets of foreign customers may be used to satisfy judgments entered in the U.S.

The enforceability of markers and other forms of credit related to gaming debt outside of the U.S.

varies from country to country.

Some foreign countries do not recognize the enforceability of gaming related debt, or make enforcement burdensome.

We closely consider the likelihood and difficulty of enforceability, among other factors, when issuing credit to customers who are not residents of the United States.

We closely consider the likelihood and difficulty of enforceability, among other factors, when issuing credit to customers who are not residents of the U.S.

In addition to our internal credit and collection departments, we have a network of legal, accounting and collection professionals to assist us in our determinations regarding enforceability and our overall collection efforts.

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Allowance as a percentage of casino accounts receivable 14.3 % 14.7 %

The decrease in allowance for casino credit losses as shown in the table above is primarily due to the impact of historical collection patterns and expectations of current and future collection trends, as well as the specific review of customer accounts.

The increase in allowance for casino credit losses as shown in the table above is primarily due to the impact of historical collection patterns and expectations of current and future collection trends, as well as the specific review of customer accounts.

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

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Because individual customer account balances can be significant, the reserve and the provision can change significantly between periods as we become aware of additional information about a customer or changes occur in a region's economy or legal system.

Impairment of Long-lived Assets, Intangible assets, and Goodwill

Impairment of Long-lived Assets and Intangible assets

We evaluate our property and equipment and other long-lived assets for impairment in accordance with applicable accounting standards.

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All recognized impairment losses, whether for assets to be disposed of or assets to be held and used, are recorded as operating expenses.

The Company tests goodwill for impairment annually, or more frequently if events or changes in circumstances indicate that this asset may be impaired.

The Company’s test of goodwill impairment starts with a qualitative assessment to determine whether it is necessary to perform a quantitative goodwill impairment test.

If qualitative factors indicate that the fair value of the reporting unit is more likely than not less than its carrying amount, then a quantitative goodwill impairment test is performed.

For the quantitative analysis, the Company compares the fair value of its reporting unit to its carrying value.

If the estimated fair value exceeds its carrying value, goodwill is considered not to be impaired and no additional steps are necessary.

However, if the fair value of the reporting unit is less than its carrying amount, goodwill impairment is recorded equal to the difference between the carrying amount of the reporting unit and its fair value, not to exceed the carrying amount of goodwill.

The Company did not recognize any goodwill impairment losses during the year ended December 31, 2024.

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 business, 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 as of December 31, 2023, 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.

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, the Company recognized impairment of goodwill and other finite-lived intangible assets of $37.8 million and $10.3 million, respectively.

Litigation and Contingency Estimates

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We include the accruals associated with any contingent matters in other accrued liabilities on the Consolidated Balance Sheets.

Sale-leaseback 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, recognizing a gain on sale of $182.0 million, and concurrently entered into a lease agreement with respect to the sold assets for the purpose of continuing to operate the Encore Boston Harbor integrated resort.

Upon entering into the lease agreement, the Company recognized an operating lease asset and a corresponding operating lease liability of $1.51 billion.

Accounting for sale-leaseback transactions requires significant management judgement and estimates, including with respect to the determination of whether the transaction qualifies as a sale as defined within GAAP, operating versus finance lease classification, and inputs into the measurement of lease assets and liabilities.

In determining whether the transaction qualifies as a sale, we are required to assess whether a contract exists and if so, whether control has passed to the counterparty in the contract.

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.

Concluding whether a sale has occurred requires significant judgement in determining whether the rights and obligations created by the sale agreement convey control to the counterparty in the transaction.

In a sale-leaseback arrangement, we are required to determine whether the lease is classified as an operating lease or a finance lease.

A finance lease would preclude sale accounting.

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.

Lease terms include options to extend the lease when it is reasonably certain that such option will be exercised.

The Company’s operating lease related to Encore Boston Harbor contains an initial term of 30 years from December 2022 to November 2052 with one thirty-year renewal period at the Company’s option, which, in management judgement, is not considered to be reasonably certain of being exercised.

The determination of whether the present value of the sum of the lease payments equals or exceeds substantially all of the fair value of the underlying asset requires the use of estimates, in both determining the discount rate to measure the present value of the sum of the lease payments and in determining the fair value of the underlying assets.

As the interest rate implicit in our leases is not readily determinable, we use our incremental borrowing rate, which is defined by GAAP as the "rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment," to determine the present value of lease payments.

Inputs into our selected incremental borrowing rate which require management's judgement include quantifying our entity-specific credit risk and risks associated with the economic environment specific to the leased assets.

In determining the fair value of the underlying assets, we use a combination of the income, market, and cost approaches, which include inputs such as estimated future cash flows, the selection of recently sold comparable properties, and estimated cost to construct a comparable asset.

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 7. Management’s Discussion and Analysis