What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-02 compared with 2025-02-13 · 351 added, 355 removed, 1338 unchanged (35% of the section changed)

3 unchanged sentences

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income (Loss )

Consolidated Statements of Income

Consolidated Statements of Comprehensive Income

Consolidated Statements of Stockholders’ Deficit

7 unchanged sentences

In our opinion, Wynn Resorts, Limited and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders' deficit and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a)2 and our report dated February 13, 2025 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders' deficit and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a)2 and our report dated March 2, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

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Las Vegas, Nevada

February 13, 2025

March 2, 2026

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

1 unchanged sentence

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Wynn Resorts, Limited and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders' deficit and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a)2 (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated balance sheets of Wynn Resorts, Limited and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, stockholders' deficit and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a)2 (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 13, 2025 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 2, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

14 unchanged sentences

Valuation of Deferred Tax Assets

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

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

Description of the Matter As more fully described in Note 14 to the consolidated financial statements, at December 31, 2025, the Company had U.S.

deferred tax assets, including foreign tax credit carryforwards and other deferred tax assets, of $1.3 billion reduced by a $479.3 million valuation allowance.

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

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

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

Auditing management’s assessment of the realizability of the Company’s deferred tax assets, including foreign tax credit carryforwards, involved complex judgments due to the significant estimation required in estimating the realizability of these deferred tax assets.

The realizability of these deferred tax assets is affected by significant assumptions, including forecasted foreign-sourced income, intercompany transactions, and the execution of a tax planning strategy.

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

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

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

To test the realizability of deferred tax assets, including foreign tax credit carryforwards,we performed audit procedures that included, among others, testing the significant assumptions described above and the underlying data used by the Company in its analysis.

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

We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the valuation allowance that would result from changes in the assumptions.

We involved our tax professionals to evaluate the application of tax law in the Company’s available tax planning strategies, the scheduling of the reversal of existing taxable temporary differences and carryforward amounts, and the evaluation of the utilization of the deferred tax assets.

We involved our tax professionals to evaluate the Company's application of tax law for the available tax planning strategy and the evaluation of the utilization of the deferred tax assets.

/s/ Ernst & Young LLP

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Las Vegas, Nevada

February 13, 2025

March 2, 2026

WYNN RESORTS, LIMITED AND SUBSIDIARIES

3 unchanged sentences

Cash and cash equivalents $ 1,463,442 $ 2,426,155

Restricted cash — 18

Investments 601,756 —

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Property and equipment, net 6,625,922 6,521,283

Long-term investments 67,594 —

Restricted cash 96,653 95,638

Goodwill and intangible assets, net 273,062 329,708

Intangible assets, net 224,242 254,599

Operating lease assets 1,778,052 1,797,276

Deferred income taxes, net 409,070 507,716

Investments in unconsolidated affiliates 948,156 648,217

Other assets 274,907 231,555

27 unchanged sentences

Additional paid-in capital 3,801,934 3,698,800

Accumulated other comprehensive income (loss) ( 5,700 ) 3,406

Accumulated other comprehensive loss ( 3,136 ) ( 5,700 )

Accumulated deficit ( 1,454,239 ) ( 1,676,990 )

5 unchanged sentences

WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

16 unchanged sentences

Depreciation and amortization 620,633 658,895 687,270

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

Impairment of goodwill and intangible assets — — 94,490

1 unchanged sentence

Total operating expenses 6,019,540 5,995,230 5,691,726

Operating income (loss) 1,132,731 840,171 ( 100,676 )

Operating income 1,118,384 1,132,731 840,171

Other income (expense):

5 unchanged sentences

Other expense, net ( 604,244 ) ( 489,333 ) ( 554,788 )

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

Income before income taxes 514,140 643,398 285,383

(Provision) benefit for income taxes ( 105,005 ) ( 3,682 ) 496,834

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

net (income) loss attributable to noncontrolling interests ( 138,638 ) ( 52,223 ) 285,512

Net income (loss) attributable to Wynn Resorts, Limited $ 501,078 $ 729,994 $ ( 423,856 )

Basic and diluted net income (loss) per common share:

Net income (loss) attributable to Wynn Resorts, Limited:

Net income 409,135 639,716 782,217

net income attributable to noncontrolling interests ( 81,801 ) ( 138,638 ) ( 52,223 )

Net income attributable to Wynn Resorts, Limited $ 327,334 $ 501,078 $ 729,994

Basic and diluted net income per common share:

Net income attributable to Wynn Resorts, Limited:

Basic $ 3.16 $ 4.56 $ 6.49

5 unchanged sentences

WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

1 unchanged sentence

2025 2024 2023

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

Net income $ 409,135 $ 639,716 $ 782,217

Other comprehensive income (loss):

Foreign currency translation adjustments, before and after tax 3,735 ( 12,700 ) 5,297

Total comprehensive income (loss) 627,016 787,514 ( 718,217 )

comprehensive (income) loss attributable to noncontrolling interests ( 135,044 ) ( 53,710 ) 287,953

Comprehensive income (loss) attributable to Wynn Resorts, Limited $ 491,972 $ 733,804 $ ( 430,264 )

Total comprehensive income 412,870 627,016 787,514

comprehensive income attributable to noncontrolling interests ( 82,972 ) ( 135,044 ) ( 53,710 )

Comprehensive income attributable to Wynn Resorts, Limited $ 329,898 $ 491,972 $ 733,804

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

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Balances, January 1, 2023 113,369,439 $ 1,323 $ ( 1,623,872 ) $ 3,583,923 $ ( 404 ) $ ( 2,711,808 ) $ ( 750,838 ) $ ( 889,527 ) $ ( 1,640,365 )

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

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

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

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

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

1 unchanged sentence

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

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

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

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

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

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

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

29 unchanged sentences

Cash flows from operating activities:

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

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Net income $ 409,135 $ 639,716 $ 782,217

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 620,633 658,895 687,270

5 unchanged sentences

Change in derivatives fair value 43,289 ( 42,478 ) ( 45,098 )

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

Impairment of goodwill and intangible assets — — 94,490

5 unchanged sentences

Accounts payable and accrued expenses 3,282 ( 38,923 ) 93,663

Net cash provided by (used in) operating activities 1,426,203 1,247,879 ( 71,272 )

Net cash provided by operating activities 1,352,653 1,426,203 1,247,879

Cash flows from investing activities:

Capital expenditures, net of construction payables and retention ( 660,433 ) ( 419,929 ) ( 442,793 )

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

Investments in unconsolidated affiliates ( 328,928 ) ( 563,418 ) ( 53,631 )

Purchase of investments ( 668,890 ) — ( 836,519 )

1 unchanged sentence

Purchase of intangible and other assets ( 457 ) ( 2,615 ) ( 10,752 )

Proceeds from EBH Transaction — — 1,700,000

Proceeds from sale of assets and other 1,547 52,404 1,162

Net cash (used in) provided by investing activities ( 83,558 ) ( 1,342,533 ) 1,348,967

Net cash used in investing activities ( 1,657,161 ) ( 83,558 ) ( 1,342,533 )

Cash flows from financing activities:

3 unchanged sentences

Proceeds from exercise of stock options 457 1,017 1,965

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

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

Distribution to noncontrolling interest ( 25,672 ) ( 16,988 ) ( 22,579 )

6 unchanged sentences

Cash, cash equivalents and restricted cash:

(Decrease) increase in cash, cash equivalents and restricted cash ( 447,619 ) ( 813,578 ) 1,251,923

Decrease in cash, cash equivalents and restricted cash ( 961,698 ) ( 447,619 ) ( 813,578 )

Balance, beginning of period 2,521,793 2,969,412 3,782,990

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Macau Operations

Wynn Palace features a luxury hotel tower with 1,706 guest rooms, suites and villas, approximately 468,000 square feet of casino space, 14 food and beverage outlets, approximately 37,000 square feet of meeting and convention space, approximately 107,000 square feet of retail space, public attractions including a performance lake, an immersive entertainment center, Western and Asian art displays, and a gondola ride offering convenient street-level access.

Wynn Palace features a luxury hotel tower with 1,706 guest rooms, suites and villas, approximately 468,000 square feet of casino space, 12 food and beverage outlets, a food hall which includes a variety of stand-alone restaurants and other food offerings, approximately 37,000 square feet of meeting and convention space, approximately 109,000 square feet of retail space, public attractions including a performance lake, an immersive entertainment center, Western and Asian art displays, and a gondola ride offering convenient street-level access.

Wynn Macau features two luxury hotel towers with a total of 1,014 guest rooms and suites, approximately 294,000 square feet of casino space, 11 food and beverage outlets, approximately 31,000 square feet of meeting and convention space, approximately 75,900 square feet of retail space, a performance lake, a rotunda show and recreation and leisure facilities.

6 unchanged sentences

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

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

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

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

In December 2022, the Company sold certain real estate assets related to Encore Boston Harbor and concurrently entered into a lease agreement for the purpose of continuing to operate the Encore Boston Harbor integrated resort (the "EBH Transaction").

For more information on the EBH Transaction, see Note 16, "Leases."

WYNN RESORTS, LIMITED AND SUBSIDIARIES

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Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with U.S.

generally accepted accounting principles ("GAAP") and include the accounts of the Company, its majority-owned subsidiaries, and entities the Company identifies as variable interest entities ("VIEs") of which the Company is determined to be the primary beneficiary.

The accompanying consolidated financial statements have been prepared in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP") and include the accounts of the Company, its majority-owned subsidiaries, and entities the Company identifies as variable interest entities ("VIEs") of which the Company is determined to be the primary beneficiary.

For information on the Company's VIEs, see Note 19, "Retail Joint Venture." If the entity does not qualify for consolidation and the Company has significant influence over the operating and financial decisions of the entity, the Company accounts for the entity under the equity method.

For more information on the Company's equity method investments, see Investments in Unconsolidated Affiliate within Note 2, "Basis of Presentation and Significant Accounting Policies." All significant intercompany accounts and transactions have been eliminated.

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

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

For more information on the Company's equity method investments, see Investments in Unconsolidated Affiliates below.

All significant intercompany accounts and transactions have been eliminated.

Certain amounts in the consolidated balance sheet as of December 31, 2024 have been reclassified to be consistent with the current period presentation.

These reclassifications had no effect on previously reported total assets, total liabilities and total stockholders' deficit.

Use of Estimates

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

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

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

3 unchanged sentences

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

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

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

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

The estimated fair value of the Company's debt securities as of December 31, 2023 was approximately $ 294.8 million and the gross unrecognized holding loss was $ 0.4 million.

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

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

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

As of December 31, 2025, the Company held $ 475.0 million in fixed deposits, recorded at fair value within Investments, and $ 127.3 million and $ 67.6 million in U.S.

treasuries (including accrued interest), recorded at amortized cost within Investments and Long-term investments, respectively, in the Consolidated Balance Sheets.

The estimated fair value of the Company's U.S.

treasuries as of December 31, 2025 was approximately $ 194.4 million, as determined based on quoted market prices in active markets (Level 1 inputs), and the unrecognized holding loss was $ 0.5 million.

During the year ended December 31, 2024, the Company received proceeds of $ 300.0 million upon the maturity of its investments in U.S.

treasuries and $ 550.0 million upon the maturity of its investments in fixed deposits.

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

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

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

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

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

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

Capitalized Interest

The interest cost associated with major development and construction projects, and interest cost associated with equity method investments incurred during the investee's initial development period, is capitalized and included in the cost of the project or investment in unconsolidated affiliate balance.

Interest capitalization ceases once a project is substantially complete or no longer undergoing construction activities to prepare it for its intended use.

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

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

Interest of $ 49.7 million, $ 23.0 million, and $ 5.8 million

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

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

Goodwill is not amortized, but rather is subject to an annual impairment test.

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 amount, 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.

Intangible Assets other than Goodwill

The Company's intangible assets other than goodwill consist primarily of finite-lived intangible assets, including its Macau gaming concession and Massachusetts gaming license.

was capitalized for the years ended December 31, 2025, 2024, and 2023, respectively, including $ 46.4 million and $ 21.7 million related to equity method investments for the years ended December 31, 2025 and 2024, respectively.

Intangible Assets

The Company's intangible assets consist primarily of finite-lived intangible assets, including its Macau gaming concession and Massachusetts gaming license.

Finite-lived intangible assets are amortized over the shorter of their contractual terms or estimated useful lives.

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

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

the expected lease term.

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

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

2 unchanged sentences

Variable lease costs are expensed as incurred and are not included in the determination of lease assets or liabilities.

For sale-leaseback arrangements, such as the EBH Transaction, the Company is required to determine whether the transaction qualifies as a sale, which includes assessing 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.

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

A finance lease would preclude sale accounting.

Lessor Arrangements

1 unchanged sentence

The lease arrangements generally include minimum base rent and contingent rental clauses based on a percentage of net sales.

Generally, the terms of the leases range between five and 10 years.

Generally, the terms of the leases range between five and ten years .

The Company records revenue on a straight-line basis over the term of the lease, and recognizes revenue for contingent rentals when the contingency has been resolved.

The Company has elected to combine lease and nonlease components for the purpose of measuring lease revenue.

Investments in Unconsolidated Affiliate

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Investments in Unconsolidated Affiliates

The Company accounts for its investment in Island 3 and affiliated ventures (the "Al Marjan Joint Venture") using the equity method.

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

As of December 31, 2024 and 2023, the Company had investments in unconsolidated affiliate of $ 648.2 million and $ 90.9 million, respectively, recorded in noncurrent other assets in the accompanying Consolidated Balance Sheets.

The Company classifies operating income and losses as well as gains and impairments related to its investment in unconsolidated affiliate as a component of Operating income (loss) within the Company's accompanying Consolidated Statements of Operations, and classifies non-operating income or losses related to its investments in unconsolidated affiliates as a component of Other income (expense) within the Company's accompanying Consolidated Statements of Operations, as the Company’s investments in unconsolidated affiliate are an extension of the Company's core business operations.

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

As of December 31, 2025 and 2024, the Company’s investment in the Al Marjan Joint Venture was $ 948.2 million and $ 648.2 million, respectively, recorded in Investments in unconsolidated affiliates in the accompanying Consolidated Balance Sheets.

The Company records its share of income and loss on investments in unconsolidated affiliates as a component of Operating income within the Company's accompanying Consolidated Statements of Income, as the Company’s investments in unconsolidated affiliates are an extension of the Company's core business operations.

The Company recognized a loss on investments in unconsolidated affiliates of $ 29.0 million, $ 6.1 million and $ 2.4 million during the years ended December 31, 2025, 2024 and 2023, respectively, recorded in Pre-opening expenses within the Company's accompanying Consolidated Statements of Income.

Debt Issuance Costs

4 unchanged sentences

Derivative Financial Instruments

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

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

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

The Company enters into interest rate protection and foreign currency swap agreements to manage interest rate exposure and foreign currency exchange rate risk, respectively, on certain debt.

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

See Note 7, "Long-Term Debt" and Note 8, "Derivative Instruments" for additional information.

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

Revenue Recognition

9 unchanged sentences

For casino transactions that include points earned under the Company's loyalty programs, the Company defers a portion of the revenue by recording the estimated standalone selling price of the earned points that are expected to be redeemed as a liability.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Upon redemption of the points for Company-owned goods or services, the standalone selling price of each good or service is allocated to the appropriate revenue type based on the good or service provided.

Upon the redemption of points with third parties, the redemption amount is deducted from the liability and paid directly to the third party with any difference between the amount paid and the stand-alone selling price recorded as Entertainment, retail and other revenue in the accompanying Consolidated Statements of Operations.

After allocating amounts to the complimentary goods or services provided and to the points earned under the Company's loyalty programs, the residual amount is recorded as casino revenue when the wager is settled.

5 unchanged sentences

The Company is subject to taxes based on gross gaming revenues in the jurisdictions in which it operates, subject to applicable jurisdictional adjustments.

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

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

These taxes totaled $ 1.91 billion, $ 1.83 billion, and $ 1.57 billion for the years ended December 31, 2025, 2024, and 2023, respectively.

Advertising Costs

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

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

During the years ended December 31, 2025 and December 31, 2024, pre-opening expenses primarily included the Company's share of net losses from the Al Marjan Joint Venture .

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

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

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

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If a tax position, based on its technical merits, is deemed more likely than not to be sustained, then the tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon settlement.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

Foreign Currency

Gains or losses from foreign currency remeasurements are included in Other income (expense) in the accompanying Consolidated Statements of Operations.

Gains or losses from foreign currency remeasurements are included in Other income (expense) in the accompanying Consolidated Statements of Income.

Balance sheet accounts are translated at the exchange rate in effect at each balance sheet date and income statement accounts are translated at the average rate of exchange prevailing during the year.

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

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

Comprehensive income (loss) includes net income (loss) and all other non-stockholder changes in equity or other comprehensive income (loss).

Components of the Company's comprehensive income (loss) are reported in the accompanying Consolidated Statements of Stockholders' Deficit and Consolidated Statements of Comprehensive Income (Loss).

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

Comprehensive Income and Accumulated Other Comprehensive Income (Loss)

Comprehensive income includes net income and all other non-stockholder changes in equity or other comprehensive income.

Components of the Company's comprehensive income are reported in the accompanying Consolidated Statements of Stockholders' Deficit and Consolidated Statements of Comprehensive Income.

Fair Value Measurements

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These tiers include:

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with accounting standards, which require the compensation cost relating to share-based payment transactions be recognized in the Company's Consolidated Statements of Operations.

The cost is measured at the grant date, based on the estimated fair value of the award using the Black-Scholes option pricing model for stock options, based on the estimated fair value of the award using the Monte Carlo simulation approach for performance share units, and based on the closing share price of the Company's stock on the grant date for nonvested share awards.

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The Company's stock-based employee compensation arrangements are more fully discussed in Note 13, "Stock-Based Compensation."

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Recently Issued Accounting Standards

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

In November 2024, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40) ("ASU 2024-03").

The standard provides guidance on expanded disclosures related to the disaggregation of income statement expenses.

The standard specifically requires additional disclosure of certain costs and expenses, which includes purchases of inventory, employee compensation, depreciation and intangible asset amortization included in each relevant expense caption.

This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, on a retrospective or prospective basis, with early adoption permitted.

The adoption of ASU 2024-03 will result in additional disclosures and is not expected to have an impact on the Company’s financial condition, results of operations and cash flows.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments — Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets ("ASU 2025-05"), which provides a practical expedient for estimating expected credit losses for current accounts receivable and current contract assets.

ASU 2025-05 will be effective for annual periods beginning after December 15, 2025, and interim periods within those annual reporting periods and should be applied prospectively.

The Company is currently evaluating the impact that this guidance will have on the Company's consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40) ("ASU 2025-06"), which revises the approach to accounting for internal-use software costs by eliminating all references to the stages of software development projects, thereby making the guidance adaptable to a variety of software development methodologies.

ASU 2025-06 will be effective for annual periods beginning after December 15, 2027, and interim periods within those annual reporting periods, on a prospective, modified or retrospective basis, with early adoption permitted.

The Company is currently evaluating the impact that this guidance will have on the Company's consolidated financial statements and related disclosures.

Note 3 - Cash, Cash Equivalents and Restricted Cash

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(1) Cash consists of cash on hand and bank deposits.

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

(2) Cash equivalents consist of bank time deposits, U.S.

government treasuries and money market funds, which excludes $ 601.8 million of short-term investments described in Note 2 - "Basis of Presentation and Significant Accounting Policies."

(3) Restricted cash consists of cash subject to certain contractual restrictions, cash collateral associated with obligations and cash held in a trust in accordance with WML's share award plan, and as of December 31, 2025 and 2024 includes $ 87.3 million and $ 87.5 million, respectively, in the form of a first demand bank guarantee in favor of the Macau government to support Wynn Macau SA's legal and contractual obligations through the term of the Gaming Concession Contract.

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Capitalized stock-based compensation $ 5,589 $ 5,242 $ 5,268

Cash paid for income taxes $ 10,160 $ 10,310 $ 5,290

Cash paid for income taxes, net of refunds received $ 9,243 $ 10,160 $ 10,310

Finance lease liabilities arising from obtaining finance lease assets $ 41,154 $ 80,021 $ 8,842

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Accounts and construction payables related to property and equipment $ 101,729 $ 85,949 $ 60,313

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

Other liabilities related to intangible assets (1)

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

See Note 6, "Goodwill and Intangible Assets, net" for further information.

See Note 6, "Intangible Assets, net" for further information.

Note 4 - Receivables, net

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$ 402,641 $ 324,016

As of December 31, 2024 and 2023, approximately 70.9 % and 68.2 %, respectively, of the Company's markers were due from customers residing outside the United States, primarily in Asia.

As of December 31, 2025 and 2024, approximately 77.5 % and 70.9 %, respectively, of the Company's markers were due from customers residing outside the U.S., primarily in Asia.

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

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

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

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

The following table shows the movement in the Company's allowance for credit losses recognized for receivables that occurred during the period (in thousands):

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

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

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

Depreciation expense for the years ended December 31, 2025, 2024 and 2023 was $ 568.5 million, $ 601.4 million, and $ 625.0 million, respectively.

Encore Boston Harbor Real Estate Sale

Upon closing of the EBH Transaction in December 2022, the Company received cash proceeds of approximately $ 1.70 billion in exchange for the sale of certain real estate assets associated with Encore Boston Harbor.

In connection with the sale, the Company recognized a gain of $ 182.0 million in the fourth quarter of 2022.

Macau Operations Property Transfer Agreements

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 6 - Goodwill and Intangible Assets, net

Goodwill and intangible assets, net consisted of the following (in thousands):

Note 6 - Intangible Assets, net

I ntangible assets, net consisted of the following (in thousands):

Finite-lived intangible assets:

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Total indefinite-lived intangible assets 8,397 8,397

Balance at beginning of year 18,463 90,520

Impairment — ( 72,057 )

Balance end of period 18,463 18,463

Total goodwill and intangible assets, net

Total intangible assets, net

$ 224,242 $ 254,599

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The Company expects that amortization of the Massachusetts gaming license will be $ 7.8 million each year from 2026 through 2033, and $ 3.7 million in 2034.

Wynn Interactive Goodwill and Finite-Lived Intangible Assets

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

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

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

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

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

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

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

Macau Gaming Concession

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

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

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As of December 31, 2025 and 2024, the weighted average interest rate was approximately 5.10 % and 6.43 %, respectively.

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

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

As of December 31, 2025, the available borrowing capacity under the WM Cayman II Revolver was $ 1.36 billion.

(2) As of December 31, 2025, the net carrying amount of the WML Convertible Bonds was $ 519.2 million, with unamortized debt discount and debt issuance costs of $ 80.8 million.

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

The Company recorded contractual interest expense of $ 27.0 million, $ 27.0 million, and $ 22.1 million and amortization of discounts and issuance costs of $ 20.8 million, $ 18.9 million, and $ 14.2 million during the years ended December 31, 2025, 2024, and 2023.

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

As of December 31, 2025 and 2024, the weighted average interest rate was approximately 5.47 % and 6.21 %, respectively.

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

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

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

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

Additionally, as of December 31, 2025, the available borrowing capacity under the WRF Revolver was $ 1.23 billion, net of $ 14.3 million in outstanding letters of credit.

(4) As of December 31, 2025 and 2024, the Retail Term Loan bore interest at a rate of adjusted daily simple secured overnight financing rate ("SOFR") plus 2.15 % and had an effective interest rate of 5.54 %.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

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

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

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

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

Pursuant to the Facility Agreement, as amended in May 2022, June 2023 and September 2024 (the "Amended and Restated Facility Agreement"), loans provided under Facility A bear interest at a variable rate per annum equal to:

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

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

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

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

Loans outstanding under the WM Cayman II Revolver have a maturity date of September 16, 2028, or the immediately preceding business day if September 16, 2028 is not a business day.

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 the Accordion Feature under the Amended and Restated 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, the Company recorded debt issuance costs of $ 11.6 million within the Consolidated Balance Sheet as of December 31, 2025.

WML Convertible Bonds

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

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

As of December 31, 2025, the adjusted conversion price was HK$ 9.39 (equivalent to approximately $ 1.21 ) per share as a result of dividend payments made by WML through December 31, 2025.

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

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

exchange, (b) when there is a Change of Control (as defined in the Terms and Conditions), or (c) when less than 25% of WML’s total number of issued Ordinary Shares are held by the public (as interpreted under Rule 8.24 of the Rules Governing the Listing of Securities on the HKSE).

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

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

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

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

For more information, see Note 8 - "Derivative Instruments."

WML Senior Notes

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

In August 2025, WML issued $ 1.00 billion aggregate principal amount of 6 3/4% Senior Notes due 2034 (the "2034 WML Senior Notes") pursuant to an indenture between WML and Deutsche Bank Trust Company Americas, as trustee.

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 connection with the issuance of the 2034 WML Senior Notes, the Company recorded debt issuance costs of $ 11.0 million within the Consolidated Balance Sheet.

In September 2025, in accordance with the terms and conditions of the WML 5 1/2% Senior Notes due 2026 ("2026 WML Senior Notes") indenture, WML used the net proceeds from the 2034 WML Senior Notes, along with cash on hand, to redeem in full the outstanding $ 1.00 billion aggregate principal amount of 2026 WML Senior Notes at a price equal to 100 % of the principal amount.

WML 5 1/2% Senior Notes due 2027, WML 5 5/8% Senior Notes due 2028, WML 5 1/8% Senior Notes due 2029 and 2034 WML Senior Notes (collectively, the "WML Senior Notes") bear interest at each of their respective interest rates and interest is payable semi-annually.

The WML Senior Notes are WML's general unsecured obligations and rank pari passu in right of payment with all of WML's existing and future senior unsecured indebtedness, will rank senior to all of WML's future subordinated indebtedness, if any;

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In the case of an event of default arising from certain events of bankruptcy or insolvency, all WML Senior Notes then outstanding will become due and payable immediately without further action or notice.

Upon the occurrence of (a) any event after which none of WML or any subsidiary of WML has the applicable gaming concessions or authorizations in Macau in substantially the same manner and scope as WML and its subsidiaries are entitled to at the date on which each of the WML Senior Notes are issued, for a period of 10 consecutive days or more, and such event has a material adverse effect on WML and its subsidiaries, taken as a whole;

or (b) the termination or modification of any such concessions or authorizations which has a material adverse effect on WML and its subsidiaries, taken as a whole, each holder of the WML Senior Notes will have the right to require WML to repurchase all or any part of such holder’s WML Senior Notes at a purchase price in cash equal to 100 % of the principal amount thereof, plus accrued and unpaid interest.

If WML undergoes a Change of Control (as defined in the WML Senior Notes Indentures), it must offer to repurchase the WML Senior Notes at a price equal to 101 % of the aggregate principal amount thereof, plus accrued and unpaid interest.

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

at the date on which each of the WML Senior Notes are issued, for a period of 10 consecutive days or more, and such event has a material adverse effect on WML and its subsidiaries, taken as a whole;

and Corporate Related Debt

WRF Credit Facilities

During 2019, WRF entered into a credit agreement (the "WRF Credit Agreement") providing for a first lien term loan facility in an aggregate principal amount of $ 1.00 billion (the "WRF Term Loan") and a first lien revolving credit facility in an aggregate principal amount of $ 850.0 million (the "WRF Revolver" and together with the WRF Term Loan, the "WRF Credit Facilities").

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

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

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

During 2019, Wynn Resorts Finance, LLC ("WRF") entered into a credit agreement (the "WRF Credit Agreement") providing for a first lien term loan facility in an aggregate principal amount of $ 1.00 billion (the "WRF Term Loan") and a first lien revolving credit facility in an aggregate principal amount of $ 850.0 million (the "WRF Revolver" and together with the WRF Term Loan, the "WRF Credit Facilities").

In May 2023 and September 2024, WRF and certain of its subsidiaries amended the WRF Credit Agreement (the "WRF Facility Amendments" and together the "2024 WRF Credit Agreement").

Following the WRF Facility Amendments, the aggregate principal amount of revolving commitments under the WRF Revolver was reduced from $ 850.0 million to $ 750.0 million and the stated maturity date of term loan and revolving commitments was extended from September 20, 2024 to September 20, 2027.

In June 2025, WRF and certain of its subsidiaries amended the 2024 WRF Credit Agreement (the "2025 WRF Facility Amendment" and together the "2025 WRF Credit Agreement") to (i) extend 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) extend the termination date with respect to all or a portion of the existing revolving commitments and the maturity date with respect to the corresponding revolving loans from September 20, 2027 to June 12, 2030, and (iii) allow for $ 500.0 million of incremental extended revolving commitments with a stated maturity date of June 12, 2030.

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

In connection with the 2025 WRF Facility Amendment, the Company recognized a loss on debt financing transactions of $ 1.1 million within the accompanying Consolidated Statement of Income for the year ended December 31, 2025, and the Company recorded debt issuance costs of $ 5.9 million within the Consolidated Balance Sheet as of December 31, 2025.

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

The annual fee required to pay for unborrowed amounts under the WRF Revolver, if any, is 0.25 % per annum.

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

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

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

The 2025 WRF Credit Agreement contains customary representations and warranties, events of default and negative and affirmative covenants, including, but not limited to, covenants that restrict our ability to pay dividends or distributions to any direct or indirect subsidiaries, to incur and/or repay indebtedness, to make certain restricted payments, and to enter into mergers and acquisitions, negative pledges, liens, transactions with affiliates, and sales of assets.

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

In February 2023, the WRF Issuers issued $ 600.0 million aggregate principal amount of 7 1/8% Senior Notes due 2031 (the "2031 WRF Senior Notes") in a private offering.

The 2031 WRF Senior Notes were issued at par, for net proceeds of $ 596.2 million, which were used to repurchase WRF senior notes outstanding at that time.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In February 2023, the WRF Issuers issued $ 600.0 million aggregate principal amount of 7 1/8% Senior Notes due 2031 (the "2031 WRF Senior Notes") in a private offering.

The 2031 WRF Senior Notes were issued at par, for net proceeds of $ 596.2 million, which were used to repurchase WRF senior notes outstanding at that time.

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

The 2031 WRF Add-On Senior Notes were issued at a price equal to 103.00 % of the principal amount plus accrued interest, resulting in net proceeds of $ 409.5 million.

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

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

In September 2024, the WRF Issuers issued $ 800.0 million aggregate principal amount of 6 1/4% Senior Notes due 2033 (the "2033 WRF Senior Notes") in a private offering exempt from the registration requirements of the Securities Act, as amended.

The 2033 WRF Senior Notes were issued at par, for proceeds of $ 795.0 million, net of $ 5.0 million of related fees and expenses.

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

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

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

The 2029 WRF Senior Notes, the 2031 WRF Senior Notes and the 2033 WRF Senior Notes (collectively the "WRF Senior Notes") were issued pursuant to indentures (the "WRF Indentures") among the WRF Issuers, the Guarantors party thereto, and U.S.

11 unchanged sentences

The WRF Senior Notes have not been and will not be registered under the Securities Act or under any state securities laws.

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

Therefore, the WRF Senior Notes may not be offered or sold within the U.S.

to, or for the account or benefit of, any U.S.

person unless the offer or sale would qualify for a registration exemption from the Securities Act and applicable state securities laws.

WLV Senior Notes

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

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

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

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

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

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

("Capital Corp." and together with Wynn Las Vegas, LLC, the "Issuers") issued $ 900.0 million 5 1/4% Senior Notes due 2027 (the "2027 WLV Senior Notes") pursuant to an indenture dated May 11, 2017 (the "2027 Indenture"), among the Issuers, the WLV Guarantors (as defined below) and the Trustee.

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

As of December 31, 2025, Wynn Resorts holds the 2027 WLV Senior Notes and has not contributed it to its wholly owned subsidiary, WLV.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

17 unchanged sentences

The 2027 WLV Senior Notes have not been and will not be registered under the Securities Act or under any state securities laws.

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Therefore, the 2027 WLV Senior Notes may not be offered or sold within the U.S.

to, or for the account or benefit of, any U.S.

person unless the offer or sale would qualify for a registration exemption from the Securities Act and applicable state securities laws.

Retail Term Loan

5 unchanged sentences

The Retail Borrowers may prepay the Retail Term Loan, in whole or in part, at any time with no premium above the principal amount.

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

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

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

In October 2024, the Retail Borrowers entered into a third amendment (the "Retail Term Loan Amendment") to their existing term loan agreement.

4 unchanged sentences

In connection with, and as provided under, the Retail Term Loan Amendment, the Retail Borrowers made a principal prepayment of the term loan in the amount of $ 15.0 million.

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In accordance with the terms of the Retail Term Loan Amendment, the Retail Borrowers entered into an interest rate swap agreement in October 2024 with a notional value of $ 600.0 million.

2 unchanged sentences

The Company measures the fair value of the interest rate swap at each balance sheet date based on a discounting the future cash flows of both the fixed and variable rate interest payments based on market yield curves, with changes in fair value recorded in earnings.

As of December 31, 2024, the fair value of the interest rate swap was an asset of $ 7.5 million, of which $ 3.9 million was recorded in Prepaid expenses and other and $ 3.6 million was recorded in Other assets in the accompanying Consolidated Balance Sheets.

As of December 31, 2025, the fair value of the interest rate swap was a liability of $ 0.1 million, of which $ 0.2 million was recorded in Other long-term liabilities and $ 0.1 million was recorded in Prepaid expenses and other in the accompanying Consolidated Balance Sheets.

The Retail Term Loan Agreement contains customary representations and warranties, events of default and affirmative and negative covenants for debt facilities of this type, including, among other things, limitations on leasing matters, incurrence of indebtedness, distributions and transactions with affiliates.

3 unchanged sentences

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Scheduled Maturities of Long-Term Debt

3 unchanged sentences

2029 1,787,641

2027 2,910,625

2028 2,501,874

2029 2,350,000

Thereafter 2,800,000

1 unchanged sentence

Unamortized debt issuance costs and original issue discounts and premium, net ( 118,184 )

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

Fair Value of Long-Term Debt

1 unchanged sentence

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

Note 8 - WML Convertible Bond Conversion Option Derivative

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 8 - Derivative Instruments

WML Convertible Bond Conversion Option

An embedded derivative is a feature contained within a contract that affects some or all of the cash flows or the value of other exchanges required by the contract in a manner similar to a derivative instrument.

3 unchanged sentences

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.

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

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

1 unchanged sentence

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.

1 unchanged sentence

The following table sets forth the inputs to the lattice models that were used to value the embedded derivative:

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

December 31, 2025 December 31, 2024

4 unchanged sentences

Dividend yield 0.0 % 0.0 %

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

In connection with the completion of the offering of the WML Convertible Bonds in March 2023, the Company recognized a debt discount and a corresponding liability for the embedded derivative, based on an estimated fair value of $ 123.5 million.

1 unchanged sentence

As of December 31, 2025 and 2024, the estimated fair value of the embedded derivative was a liability of $ 32.6 million and $ 33.0 million, recorded within Long-term debt within the accompanying Consolidated Balance Sheet.

In connection with the change in fair value, the Company recorded a gain of $ 40.7 million and $ 49.7 million within Change in derivatives fair value in the accompanying Consolidated Statements of Operations for the years ended December 31, 2024 and 2023.

In connection with the change in fair value, the Company recorded a gain of $ 0.4 million, $ 40.7 million, and $ 49.7 million within Change in derivatives fair value in the accompanying Consolidated Statements of Income for the years ended December 31, 2025, 2024, and 2023.

Foreign Currency Swaps

During the year ended December 31, 2025, the Company entered into foreign currency swap agreements (the "Foreign Currency Swaps") with the objective of managing foreign currency exchange rate risk associated with the outstanding U.S.

dollar denominated WML Senior Notes.

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

dollars at a contractual spot rate, and as of December 31, 2025, have an aggregate notional amount of $ 4.10 billion, and have maturities between October 2027 and August 2030.

As of December 31, 2025, the net fair value of the Foreign Currency Swaps was a liability of $ 36.0 million, with $ 17.0 million recorded in Prepaid expenses and other and $ 53.0 million recorded in Other long-term liabilities in the accompanying Consolidated Balance Sheets.

The fair values of the Foreign Currency Swaps were estimated based on discounted future cash flows, incorporating foreign currency spot rates and market yield curves (Level 2 inputs).

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Company recorded a loss of $ 27.6 million during the year ended December 31, 2025 within Change in derivatives fair value in the accompanying Consolidated Statements of Income.

Note 9 - Stockholders' Deficit

6 unchanged sentences

As of December 31, 2025, the Company had $ 454.9 million in repurchase authority remaining under the program.

The Company paid a cash dividend of $ 0.25 per share in each of the quarters ended March 31, 2024, June 30, 2024, September 30, 2024 and December 31, 2024 and recorded an aggregate amount of $ 111.1 million against accumulated deficit in the year ended December 31, 2024.

The Company paid a cash dividend of $ 0.25 per share in each of the quarters ended June 30, 2023, September 30, 2023 and December 31, 2023 and recorded an aggregate amount of $ 85.1 million against accumulated deficit in the year ended December 31, 2023.

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

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

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.

The Company paid a cash dividend of $ 0.25 per share on its common stock in each of the quarters ended March 31, 2024, June 30, 2024, September 30, 2024, and December 31, 2024 and recorded an aggregate amount of $ 111.1 million against accumulated deficit in the year ended December 31, 2024.

The Company paid a cash dividend of $ 0.25 per share on its common stock in each of the quarters ended June 30, 2023, September 30, 2023, and December 31, 2023 and recorded an aggregate amount of $ 85.1 million against accumulated deficit in the year ended December 31, 2023.

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.

Noncontrolling Interests

2 unchanged sentences

As of December 31, 2025, the Company owned approximately 72 % of this subsidiary's common stock.

The shares of WML were not and will not be

The shares of WML were not and will not be registered under the Securities Act and may not be offered or sold in the U.S.

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

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

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

The Company's share of these dividends was $ 177.7 million and the noncontrolling interest holders' share was $ 71.3 million.

WML paid cash dividends of HK$ 0.075 per share in both June 2024 and September 2024, a total U.S.

dollar equivalent of approximately $ 100.9 million for the year ended December 31, 2024.

The Company's share of these dividends was $ 72.1 million and the noncontrolling interest holders' share was $ 28.8 million.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

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

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

WML Securities Lending Agreement

2 unchanged sentences

The Securities Lending Agreement terminates on the date on which the WML Convertible Bonds have been redeemed, or converted in full, whichever is the earlier.

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

As of the date of this report, the WML Stock Borrower held 79,774,985 WML shares under the Securities Lending Agreement.

12 unchanged sentences

Restricted cash $ 96,653 $ 6,631 $ 90,022 $ —

Fixed deposits $ 475,000 $ — $ 475,000 $ —

Foreign Currency Swaps (see Note 8)

$ 16,980 $ — $ 16,980 $ —

Interest rate swap $ 124 $ — $ 124 $ —

1 unchanged sentence

$ 32,586 $ — $ — $ 32,586

Foreign Currency Swaps (see Note 8)

$ 53,036 $ — $ 53,036 $ —

Interest rate swap $ 268 $ — $ 268 $ —

Fair Value Measurements Using:

4 unchanged sentences

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

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

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

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

WML Convertible Bond Conversion Option Derivative (see Note 8)

$ 33,007 $ — $ — $ 33,007

Note 11 - Benefit Plans

24 unchanged sentences

The "EIN/Pension Plan Number" column provides the Employer Identification Number ("EIN") and the three-digit plan number.

The most recent Pension Protection Act Zone Status ("Zone Status") is based on information certified by each plan's actuary and represents plan information available in 2024 and 2023, the plans' two most recent fiscal year-ends.

The most recent Pension Protection Act Zone Status ("Zone Status") is based on information certified by each plan's actuary and represents plan information available for the plans' two most recent fiscal year-ends.

Plans certified in the green zone are at least 80% funded and plans certified in the red zone are generally less than 65% funded and require a rehabilitation plan.

5 unchanged sentences

2025 2024 2023

Southern Nevada Culinary and Bartenders Pension Plan (2)

Western UNITE HERE and Employers Pension Plan (2)

Wynn Las Vegas, LLC 93-4160766 Green Green $ 18,115 $ 17,272 $ 15,849 Yes 11/30/2028

3 unchanged sentences

Encore Boston Harbor

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

45-4227067/026 Green Green 4,381 3,955 — Yes 8/31/2026

New England Teamster Pension Fund (3)

2 unchanged sentences

657 516 — No 8/31/2026

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

(2) Includes union employees under the terms of the collective-bargaining agreements with the Culinary Workers Union, Local 226, and Bartenders Union, Local 165.

(1) Represents plan status for plan years ending in 2024 and 2023, which are the most recent years for which plan data is available.

(2) Western UNITE HERE and Employers Pension Plan was formed on January 1, 2024 as a result of the merger of certain plans, including Southern Nevada Culinary and Bartenders Pension Plan, and includes union employees under the terms of the collective-bargaining agreements with the Culinary Workers Union, Local 226, and Bartenders Union, Local 165.

(3) Contributions by the Company began on January 1, 2024.

(4) Plan has implemented a rehabilitation plan for the plan years presented.

Note 12 - Customer Contract Liabilities

In providing goods and services to its customers, there is often a timing difference between the Company receiving cash and the Company recording revenue for providing services or holding events.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 12 - Customer Contract Liabilities

In providing goods and services to its customers, there is often a timing difference between the Company receiving cash and the Company recording revenue for providing services or holding events.

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

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WML adopted the WML Share Option Plan in May 2023 to supersede its share option plan adopted in May 2019.

The WML share option plan allows for the grant of stock options to purchase shares of WML to eligible directors and employees of WML, its subsidiaries, and related entities, and service providers of WML and its subsidiaries.

The WML Share Option Plan is administered by WML's board of directors, which has the discretion on the vesting and service requirements, exercise price, performance targets to exercise if applicable and other conditions, subject to certain limits .

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

The WML Share Option Plan allows for the grant of stock options to purchase shares of WML to eligible directors and employees

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

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

10 unchanged sentences

Exercised ( 6,700 ) $ 68.25

Forfeited or expired — $ —

Outstanding as of December 31, 2025 16,241 $ 81.55 4.3 $ 629,826

4 unchanged sentences

Granted 4,856,000 $ 0.84

Exercised — $ —

Forfeited or expired ( 1,014,400 ) $ 1.99

11 unchanged sentences

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

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

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

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

(1) As of December 31, 2025, there was $ 0.1 million in unamortized compensation expense related to stock options.

(2) As of December 31, 2025, there was $ 3.8 million of unamortized compensation expense related to stock options, which is expected to be recognized over a weighted average period of 3.46 years.

21 unchanged sentences

Nonvested as of January 1, 2025

1,018,971 $ 95.52

Granted 1,248,597 $ 83.53

2 unchanged sentences

Nonvested as of December 31, 2025

1,512,685 $ 88.49

WML Share Award Plan

Nonvested as of January 1, 2025

24,522,449 $ 0.89

Granted 9,913,368 $ 0.74

2 unchanged sentences

Nonvested as of December 31, 2025

23,707,331 $ 0.86

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

21 unchanged sentences

The summary of PSU activity during the year ended December 31, 2025 is provided below:

Units Weighted

(at target) Weighted

Nonvested as of January 1, 2025

50,795 $ 115.94

Granted 33,283 $ 71.70

1 unchanged sentence

Nonvested as of December 31, 2025

84,078 $ 98.43

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

22 unchanged sentences

Total stock-based compensation costs $ 97,516 $ 64,271 $ 69,783

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

During the years ended December 31, 2025, 2024 and 2023, the Company recognized income tax benefits related to stock-based compensation expense in the Consolidated Statements of Income of $ 17.8 million, $ 9.9 million, and $ 10.0 million, respectively.

Additionally, during the years ended December 31, 2025, 2024, and 2023, the Company realized tax benefits related to stock option exercises and restricted stock vesting of $ 9.9 million, $ 5.8 million, and $ 7.5 million, respectively.

Note 14 - Income Taxes

Consolidated income (loss) before taxes for United States ("U.S.") and foreign operations consisted of the following (in thousands):

Consolidated income before taxes for U.S.

and foreign operations consisted of the following (in thousands):

Year Ended December 31,

2025 2024 2023

United States $ 251,003 $ 142,775 $ 339,513

$ 336,489 $ 251,003 $ 142,775

Foreign 177,651 392,395 142,608

13 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The reconciliation of the U.S.

federal statutory tax rate to the actual tax rate is as follows:

The Company adopted ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures ("ASU 2023-09") on a prospective basis for the year ended December 31, 2025.

The following table presents the required disclosures pursuant to ASU 2023-09, and reconciles the U.S.

federal statutory tax amount and rate to the effective tax amount and rate for the year ended December 31, 2025 (amounts in thousands):

Federal Statutory Rate

$ 107,969 21.0 %

State and local income tax, net of federal income tax effect

Massachusetts

Foreign tax effects

Foreign tax rate differential

( 42,944 ) ( 8.4 ) %

Nontaxable foreign income

( 97,891 ) ( 19.0 ) %

Valuation allowance

Cayman Islands

Foreign tax rate differential

54,960 10.7 %

Effects in changes in tax laws or rates

Effects of cross-border tax laws

( 99 ) ( 0.1 ) %

( 3,536 ) ( 0.7 ) %

Increase (decrease) in valuation allowances

Foreign tax credits

Other deferred tax assets

( 1,379 ) ( 0.3 ) %

Nontaxable or nondeductible items

Other adjustments

Investments in unconsolidated affiliates

( 8,448 ) ( 1.6 ) %

Effective income tax $ 105,005 20.4 %

The following table presents the required disclosures prior to the adoption of ASU 2023-09 and reconciles the U.S.

statutory income tax rate to the effective income tax rate for the following periods:

Federal statutory rate 21.0 % 21.0 %

1 unchanged sentence

Foreign tax credits, net of valuation allowance ( 12.2 ) % ( 139.8 ) %

Non-taxable foreign income ( 6.3 ) % ( 9.6 ) % ( 5.7 ) %

Nontaxable foreign income ( 6.3 ) % ( 9.6 ) %

Foreign tax rate differential ( 3.9 ) % 0.4 %

13 unchanged sentences

Net operating loss carryforward 140,836 169,598

Lease liability 370,110 371,032

Lease liabilities 368,804 370,110

Property and equipment 83,576 72,286

2 unchanged sentences

Other tax credit carryforwards 26,666 21,562

Intangibles and related other 36,371 41,914

Intangible assets 26,967 36,371

Other 902 1,858

3 unchanged sentences

Deferred tax liabilities—U.S.:

Leased asset ( 370,110 ) ( 371,032 )

Lease assets ( 368,804 ) ( 370,110 )

Prepaid insurance, maintenance and taxes ( 7,240 ) ( 15,447 )

Intangible and other assets ( 4,248 ) —

Investment in unconsolidated affiliates ( 7,209 ) —

Other ( 3,596 ) ( 20,228 )

10 unchanged sentences

Net deferred tax asset $ 409,070 $ 507,716

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

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

As of December 31, 2025, the Company had foreign tax credit ("FTC") carryforwards (net of uncertain tax positions) of $ 449.9 million, all of which will expire in 2027.

The Company has a disallowed interest carryforward of $ 629.4 million which does not expire.

As of December 31, 2025, the Company had U.S.

federal and state tax loss carryforwards of $ 658.9 million.

federal loss carryforwards of $ 670.6 million.

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

4 unchanged sentences

The majority of foreign tax loss carryforwards expire in 2028, 2027, and 2026, respectively.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company records valuation allowances on certain of its U.S.

2 unchanged sentences

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income.

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

profitability, forecast of future earnings, ability to carry back, the reversal of net taxable temporary differences, the duration of statutory carryforward periods and tax planning strategies.

In the assessment of the valuation allowance, appropriate consideration is given to all positive and negative evidence including recent operating profitability, forecast of future earnings, ability to carry back, the reversal of net taxable temporary differences, the duration of statutory carryforward periods and tax planning strategies.

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

In 2025, the Company 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, the Company recorded a $ 735.9 million net decrease to valuation allowances, including a $ 693.3 million decrease to valuation allowance on FTC carryforwards.

Of the $ 693.3 million net decrease, $ 614.9 million relates to expirations of FTCs in 2024 and the remaining $ 78.4 million represents FTCs more likely than not to be realized based on changes in future taxable income and tax planning strategies.

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

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

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

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

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

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

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

As of December 31, 2025 and 2024, the Company had valuation allowances on its deferred tax assets as follows (in thousands):

Foreign tax credits $ 286,852 $ 247,973

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Increases based on tax positions of the current year 11,088 11,635 15,818

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

Increases based on tax positions of prior years 27,328 — —

Reductions due to lapse in statutes of limitations ( 9,021 ) ( 16,288 ) ( 16,126 )

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During each of the years ended December 31, 2025, 2024 and 2023, the Company recognized no interest and penalties.

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

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

timing and deductibility of income tax deductions.

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

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

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The Company's income tax returns are subject to examination by the IRS and other tax authorities in the locations where it operates.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company's 2002 to 2021 domestic income tax returns remain subject to examination by the IRS to the extent tax attributes carryforward to future years.

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The Company has participated in the IRS Compliance Assurance Program ("CAP") for the 2012 through 2025 tax years and will continue to participate in the IRS CAP for the 2026 tax year.

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

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

As a result of the expiration of the statute of limitations for the Macau Complementary Tax return, the total amount of unrecognized tax benefits decreased by $ 16.3 million, $ 16.1 million, and $ 15.0 million, respectively.

In January 2025, the Financial Services Bureau commenced an examination of the 2021 Macau income tax return of Wynn Macau SA and concluded the examination with no changes.

The Company has included the following table as a result of adopting ASU 2023-09, which presents income taxes paid, net of refunds received, for the year ended December 31 (in thousands):

Federal taxes $ 50

State taxes 9,469

Foreign taxes ( 276 )

Total $ 9,243

Cash paid for income taxes, net of refunds received, was $ 10.2 million and $ 10.3 million during the years ended December 31, 2024 and 2023, respectively.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 15 - Earnings Per Share

Basic earnings per share ("EPS") is computed by dividing net income (loss) attributable to Wynn Resorts by the weighted average number of common shares outstanding during the period.

Diluted EPS is computed by dividing net income (loss) attributable to Wynn Resorts, adjusted for the potential dilutive impact assuming that the conversion of the WML Convertible Bonds occurred as of the date of their issuance under the if-converted method, by the weighted average number of common shares outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the potential dilutive securities had been issued, to the extent such impact is not anti-dilutive.

Basic earnings per share ("EPS") is computed by dividing net income attributable to Wynn Resorts by the weighted average number of common shares outstanding during the period.

Diluted EPS is computed by dividing net income attributable to Wynn Resorts, adjusted for the potential dilutive impact assuming that the conversion of the WML Convertible Bonds occurred at the later of the date of issuance or the beginning of the period presented under the if-converted method, by the weighted average number of common shares outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the potential dilutive securities had been issued, to the extent such impact is not anti-dilutive.

Potentially dilutive securities include share-based awards outstanding under the WRL Omnibus Plan.

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2025 2024 2023

Net income (loss) attributable to Wynn Resorts, Limited - basic $ 501,078 $ 729,994 $ ( 423,856 )

Net income attributable to Wynn Resorts, Limited - basic $ 327,334 $ 501,078 $ 729,994

Effect of dilutive securities of Wynn Resorts, Limited subsidiaries:

Assumed conversion of WML Convertible Bonds (1)

Net income (loss) attributable to Wynn Resorts, Limited - diluted $ 480,073 $ 713,499 $ ( 423,856 )

— ( 21,005 ) ( 16,495 )

Net income attributable to Wynn Resorts, Limited - diluted $ 327,334 $ 480,073 $ 713,499

Weighted average common shares outstanding 103,697 109,966 112,523

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Weighted average common and common equivalent shares outstanding 104,243 110,267 112,855

Net income (loss) attributable to Wynn Resorts, Limited per common share, basic $ 4.56 $ 6.49 $ ( 3.73 )

Net income (loss) attributable to Wynn Resorts, Limited per common share, diluted $ 4.35 $ 6.32 $ ( 3.73 )

Net income attributable to Wynn Resorts, Limited per common share, basic $ 3.16 $ 4.56 $ 6.49

Net income attributable to Wynn Resorts, Limited per common share, diluted $ 3.14 $ 4.35 $ 6.32

Anti-dilutive stock options, nonvested, and performance nonvested shares excluded from the calculation of diluted net income per share 361 310 238

(1) The assumed conversion of the WML Convertible Bonds had an anti-dilutive impact for the year ended December 31, 2025.

WYNN RESORTS, LIMITED AND SUBSIDIARIES

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Wynn Palace and Wynn Macau were built on land that is leased under Macau land concession contracts each with terms of 25 years from May 2012 and August 2004, respectively, which may be renewed with government approval for successive 10 -year periods in accordance with Macau legislation.

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

The land concession payments are expected to be $ 1.5 million per year through 2028, $ 1.3 million in 2029, $ 1.0 million in 2030, and total payments of $ 6.2 million thereafter through 2037.

At December 31, 2025 and 2024, the total liability associated with these leases was $ 9.0 million and $ 9.8 million, respectively.

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Wynn Al Marjan Island Agreements

In 2022, the Company, its co-investors in Wynn Al Marjan Island, and Island 3 entered into agreements whereby the Company has agreed to perform certain design and development services with respect to Wynn Al Marjan Island as well as certain related preopening services, in exchange for the reimbursement of its costs incurred in performing such services.

In 2022, the Company, its co-investors in the Al Marjan Joint Venture entered into agreements whereby the Company has agreed to perform certain design and development services with respect to Wynn Al Marjan Island as well as certain related pre-opening services, in exchange for the reimbursement of its costs incurred in performing such services.

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

The Company billed Island 3 $ 49.5 million and $ 28.3 million for reimbursable costs during the years ended December 31, 2024 and 2023, respectively.

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

The Company billed the Al Marjan Joint Venture $ 67.0 million and $ 49.5 million for reimbursable costs during the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025 and 2024, the Company was owed $ 12.7 million and $ 6.9 million, respectively, by the Al Marjan Joint Venture, for reimbursable costs recorded in Accounts receivable in the accompanying consolidated balance sheets.

In February 2025, a wholly-owned subsidiary of Island 3 entered into a financing arrangement to fund the construction of Wynn Al Marjan Island, in connection with which the Company and the government of Ras Al Khaimah entered into a completion guarantee agreement, as described in Note 18, "Commitments and Contingencies."

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Macau Gaming Concession

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

In addition to the Macau gaming premium and Property Transfer Agreements payment commitments as described in Note 5, "Property and Equipment, net" and Note 6 "Intangible Assets, net," Wynn Macau SA committed to make certain non-gaming and gaming investments in the amount of MOP 21.03 billion (approximately $ 2.62 billion) over the course of the ten-year term of the Gaming Concession Contract.

MOP 19.80 billion (approximately $ 2.47 billion) of the committed investment will be used for non-gaming capital projects and event programming in connection with, among others, attraction of foreign tourists, conventions and exhibitions, entertainment performances, sports events, culture and art, health and wellness, themed amusement, gastronomy, community tourism and maritime tourism.

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

(i) Special gaming premium - The Company 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.

(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 MOP 7.0 million (approximately $ 0.9 million) per gaming table and MOP 300,000 (approximately $ 37 thousand) per gaming machine has been set by Macau government.

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or (3) factors as determined by the Chief Executive of Macau;

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

Wynn Al Marjan Island Funding Commitment

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

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

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

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

Al Marjan Island Funding Commitments

In connection with the construction of Wynn Al Marjan Island and surrounding developments, including Janu Al Marjan Island (as defined below), the Company is required to contribute capital to the Al Marjan Joint Venture to fund 40 % of the project design and development costs in exchange for a pro-rata share of equity.

During the year ended December 31, 2025, the Company contributed $ 282.6 million of cash into the Al Marjan Joint Venture, bringing our life-to-date cash contributions to $ 914.2 million.

The remaining 40 % pro-rata share of the required equity for the construction of Wynn Al Marjan Island is

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

estimated to be between $ 425 million and $ 500 million inclusive of capitalized interest, fees, and certain improvements on the island.

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

Island 3 has also 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.

Al Marjan Facility Completion Guarantee

In February 2025, Wynn Al Marjan Island FZ-LLC (the "Borrower"), a wholly-owned subsidiary of Island 3, an unconsolidated affiliate, entered into a facility agreement with a syndicate of lenders (the "Al Marjan Facility Agreement") which provides the Borrower with approximately $ 2.4 billion (or equivalent in local currency) delayed draw secured term loan facility to finance the development of Wynn Al Marjan Island (the "Al Marjan Facility").

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These agreements generally have three - to five-year terms and typically indicate a base salary and often contain provisions for discretionary bonuses.

As of December 31, 2025, future payment amounts of $ 122.2 million, $ 86.2 million, $ 30.2 million, $ 2.3 million, and $ 1.0 million will be paid during the years ending December 31, 2026, 2027, 2028, 2029, and 2030, respectively.

Certain of the executives are also entitled to a separation payment if terminated without "cause" or upon voluntary termination of employment for "good reason" following a "change of control" (as these terms are defined in the employment contracts).

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

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As of December 31, 2025, the Company had outstanding letters of credit of $ 14.3 million.

In addition to the actions noted below, the Company and its affiliates are involved in litigation arising in the normal course of business.

The Company and its affiliates are involved in litigation arising in the normal course of business.

In the opinion of management, such litigation is not expected to have a material effect on the Company's financial condition, results of operations, and cash flows.

Securities Class Action

On February 20, 2018, a putative securities class action was filed against the Company and certain current and former officers of the Company in the United States District Court, Southern District of New York (which was subsequently transferred to the United States District Court, District of Nevada) by John V.

Ferris and Joann M.

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

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

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

Wynn, Kimmarie Sinatra, and Steven Cootey.

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

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

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

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

Federal Investigation

From time to time, the Company receives regulatory inquiries about compliance with anti-money laundering laws.

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

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

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

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

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

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

The NPA resolves all prior U.S.

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

§ 1960 and the Bank Secrecy Act.

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

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

Note 19 - Retail Joint Venture

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The Retail Joint Venture's total liabilities as of December 31, 2025 and 2024 included long-term debt of $ 598.4 million and $ 597.3 million, respectively, net of debt issuance costs, related to the outstanding borrowings under the Retail Term Loan.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 20 - Segment Information

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

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

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no longer met the requirements for a reportable segment.

As a result, its assets and results of operations are presented in Corporate and other and previous period amounts have been reclassified to be consistent with the current period presentation.

As a result, its assets and results of operations are presented in Corporate and other.

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

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Year Ended December 31, 2025

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

Wynn Palace Wynn Macau Las Vegas Operations Encore Boston Harbor Total

Operating revenues

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92,090 56,954 351,653 47,895 548,592

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

Total segment operating revenues 2,307,397 1,410,620 2,573,035 846,872 7,137,924

Cost of revenue (2)

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1,043,384 594,600 77,111 184,152

Adjusted Property EBITDAR (4)

Segment Adjusted Property EBITDAR (4)

$ 682,900 $ 402,125 $ 902,405 $ 236,721 $ 2,224,151

Other operating expenses

Pre-opening 38,494

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Triple-net operating lease expense 141,491

Total other operating expenses 1,232,186

Operating income 1,118,384

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Loss on debt financing transactions ( 1,701 )

Other ( 8,625 )

Total other non-operating income and expenses ( 604,244 )

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Year Ended December 31, 2024

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

Wynn Palace Wynn Macau Las Vegas Operations Encore Boston Harbor Total

Operating revenues

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93,733 52,885 347,627 44,617 538,862

Total segment operating revenues 2,217,671 1,464,646 2,571,913 857,164 7,111,394

Other revenues (5)

Total operating revenues 7,127,961

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

Adjusted Property EBITDAR (4)

Segment Adjusted Property EBITDAR (4)

$ 733,710 $ 441,852 $ 946,762 $ 247,128 $ 2,369,452

Other operating expenses

Pre-opening 9,355

Depreciation and amortization 658,895

Impairment of goodwill and intangible assets 94,490

Property charges and other (6)

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Triple-net operating lease expense 141,576

Total other operating expenses 1,274,772

Other loss (5)

Operating income 1,132,731

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Loss on debt financing transactions ( 2,913 )

Other ( 11,479 )

Total other non-operating income and expenses ( 489,333 )

Income before income taxes 643,398

Benefit for income taxes 496,834

Provision for income taxes ( 3,682 )

Net income 639,716

Net loss attributable to noncontrolling interests ( 52,223 )

Net income attributable to noncontrolling interests ( 138,638 )

Net income attributable to Wynn Resorts, Limited $ 501,078

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Year Ended December 31, 2023

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

Wynn Palace Wynn Macau Las Vegas Operations Encore Boston Harbor Total

Operating revenues

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109,215 65,940 297,635 41,270 514,060

Total segment operating revenues 1,886,844 1,213,534 2,480,606 865,786 6,446,770

Other revenues (5)

Total operating revenues 6,531,897

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

Adjusted Property EBITDAR (4)

Segment Adjusted Property EBITDAR (4)

$ 615,846 $ 338,091 $ 946,243 $ 257,409 $ 2,157,589

Other operating expenses

Pre-opening 9,468

Depreciation and amortization 687,270

Gain on EBH Transactions, net ( 181,989 )

Impairment of goodwill and intangible assets 94,490

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Triple-net operating lease expense 141,722

Total other operating expenses 826,063

Operating loss ( 100,676 )

Other loss (5)

Operating income 840,171

Other non-operating income and expenses

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Loss on debt financing transactions ( 12,683 )

Other ( 11,479 )

Total other non-operating income and expenses ( 554,788 )

Loss before income taxes ( 700,036 )

Provision for income taxes ( 9,332 )

Net loss ( 709,368 )

Net income attributable to noncontrolling interests 285,512

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

(1) Except for Corporate and other, includes lease revenue accounted for under lease accounting guidance.

Income before income taxes 285,383

Benefit for income taxes 496,834

Net income 782,217

Net loss attributable to noncontrolling interests ( 52,223 )

Net income attributable to Wynn Resorts, Limited $ 729,994

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

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

(4) "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.

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In order to view the operations of their casinos on a more stand-alone basis, gaming companies, including us, have historically excluded from their EBITDAR calculations pre-opening expenses, property charges, corporate expenses and stock-based compensation, that do not relate to the management of specific casino properties.

However, Adjusted Property EBITDAR should not be considered as an alternative to operating income (loss) as an indicator of the Company's performance, as an alternative to cash flows from operating activities as a measure of liquidity, or as an alternative to any other measure determined in accordance with GAAP.

Unlike net income (loss), Adjusted Property EBITDAR does not include depreciation or interest expense and therefore does not reflect current or future capital expenditures or the cost of capital.

However, Adjusted Property EBITDAR should not be considered as an alternative to operating income as an indicator of the Company's performance, as an alternative to cash flows from operating activities as a measure of liquidity, or as an alternative to any other measure determined in accordance with GAAP.

Unlike net income, Adjusted Property EBITDAR does not include depreciation or interest expense and therefore does not reflect current or future capital expenditures or the cost of capital.

The Company has significant uses of cash flows, including capital expenditures, triple-net operating lease rent expense related to Encore Boston Harbor, interest payments, debt principal repayments, income taxes and other non-recurring charges, which are not reflected in Adjusted Property EBITDAR.

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

(5) Represents operating revenues and losses attributable to Wynn Interactive Limited, which does not meet the quantitative or qualitative thresholds for presentation as a reportable segment.

(6) For the year ended December 31, 2024, includes $ 130.0 million of forfeitures pursuant to the NPA, the Company's $ 9.4 million contribution towards a legal settlement, $ 16.9 million of contract termination and other costs related to the closure of Wynn Interactive's digital sports betting and casino gaming business.

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Macau $ 3,040,599 $ 3,095,411 $ 3,191,134

United States 6,019,723 5,585,943 5,570,249

6,480,969 6,019,723 5,585,943

Total $ 9,521,568 $ 9,115,134 $ 8,777,077

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The following tables (in thousands, except per share data) present selected quarterly financial information for 2025 and 2024, as previously reported.

Because income (loss) per share amounts are calculated using the weighted average number of common and dilutive common equivalent shares outstanding during each quarter, the sum of the per share amounts for the four quarters may not equal the total income per share amounts for the year.

Because income per share amounts are calculated using the weighted average number of common and dilutive common equivalent shares outstanding during each quarter, the sum of the per share amounts for the four quarters may not equal the total income per share amounts for the year.

Year Ended December 31, 2025

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Operating income $ 268,589 $ 264,600 $ 310,489 $ 274,706 $ 1,118,384

Net income (loss) $ 176,498 $ 146,273 $ (5,415) $ 322,360 $ 639,716

Net income (loss) attributable to Wynn Resorts, Limited $ 144,216 $ 111,943 $ (32,053) $ 276,972 $ 501,078

Basic income (loss) per share $ 1.30 $ 1.01 $ (0.29) $ 2.56 $ 4.56

Diluted income (loss) per share $ 1.30 $ 0.91 $ (0.29) $ 2.29 $ 4.35

Net income $ 81,405 $ 76,961 $ 128,427 $ 122,342 $ 409,135

Net income attributable to Wynn Resorts, Limited $ 72,747 $ 66,218 $ 88,341 $ 100,028 $ 327,334

Basic income per share $ 0.69 $ 0.64 $ 0.86 $ 0.97 $ 3.16

Diluted income per share $ 0.69 $ 0.64 $ 0.85 $ 0.82 $ 3.14

Year Ended December 31, 2024

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Operating income $ 362,941 $ 269,658 $ 133,237 $ 366,895 $ 1,132,731

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

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

Basic income (loss) per share $ 0.11 $ 0.93 $ (1.03) $ 6.53 $ 6.49

Diluted income (loss) per share $ (0.02) $ 0.84 $ (1.03) $ 6.19 $ 6.32

Net income $ 176,498 $ 146,273 $ (5,415) $ 322,360 $ 639,716

Net income attributable to Wynn Resorts, Limited $ 144,216 $ 111,943 $ (32,053) $ 276,972 $ 501,078

Basic income per share $ 1.30 $ 1.01 $ (0.29) $ 2.56 $ 4.56

Diluted income per share $ 1.30 $ 0.91 $ (0.29) $ 2.29 $ 4.35

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data