Wynn Resorts (WYNN) 10-K risk factor changes: FY2024 vs FY2023

Our business is particularly sensitive to reductions in discretionary consumer spending, and [removed: deterioration or a protracted extension of a] [added: a] negative macroeconomic environment, including an economic downturn or recession, could adversely impact our business, results of operations, financial condition and cash flows.

[removed: Negative] [added: In the recent past, negative] macroeconomic conditions, [removed: including] [added: such as] inflationary pressures, relatively low levels of unemployment, and centralized efforts to control and mitigate the impact of those conditions, [removed: have led to a significant] [added: caused an] increase in interest rates, [removed: decreased] [added: decreases in] consumer discretionary spending and disruption and volatility within the capital markets, and [added: although these conditions have improved, they] continue to present fiscal and monetary policy uncertainty.

As a [removed: result,] [added: result] our gaming revenues, financial condition, results of operations and cash flows could be adversely affected by a further deterioration of the current macroeconomic environment, an economic slowdown or recession in the U.S. or global economy, or perception that any of these events may occur.

The operations of our resorts [removed: and digital sports betting and casino offerings] are contingent upon our obtaining and maintaining all necessary licenses, permits, approvals, registrations, findings of suitability, orders and authorizations in the jurisdictions in which our resorts are located.

Complying with gaming laws, regulations [removed: and license requirements is costly.]

Each of these regulatory authorities has extensive power to license and oversee the operations of our casino resorts and [removed: digital offerings and] has taken and could in the future take action against the Company and its related licensees, including actions that have and could further affect the ability or terms upon which our subsidiaries hold their gaming licenses and concessions, and the suitability of the Company to continue as a stockholder of those affiliates.

The risks to which we have a greater degree of exposure include changes in local economic and competitive conditions; changes in local and state governmental laws and regulations, including gaming laws and regulations, and the way in which those laws and regulations are applied; natural and other disasters, including the potential effects of climate change such as severe storms, hurricanes, typhoons, rising sea levels, severe drought, or the outbreak of infectious [removed: diseases such as COVID-19;] [added: diseases;] an increase in the cost of maintaining our properties; a decline in the number of visitors to Las Vegas, Macau or Boston; and a decrease in gaming and non-casino activities at our resorts.

[removed: Certain of these] factors or [removed: events, such as severe storms and infectious diseases such as COVID-19, have in the past negatively affected our results of operations, and any of these factors or] events may in the future negatively affect our results of operations and our ability to generate sufficient cash flow to make payments or maintain our covenants with respect to our debt.

[added: Accordingly, our primary] sources of cash are dividends and distributions with respect to our ownership interests in our subsidiaries that are derived from the earnings and cash flow generated by our operating properties.

Our Macau Operations face competition from casinos throughout the world, including Singapore, South Korea, the Philippines, Malaysia, Vietnam, Cambodia, Australia, Las Vegas, cruise ships in Asia that offer [removed: gaming] [added: gaming,] and other casinos throughout Asia.

Additional competition in the [removed: northeast region] [added: northeastern United States] as a result of the upgrading or expansion of facilities by existing market participants, the entrance of new gaming participants into a market or legislative changes may harm our business.

[removed: In addition, premium gaming is more volatile than other forms of gaming, and] variances in win-loss results attributable to high-value gaming may have a positive or negative impact on cash flow and earnings in a particular quarter.

Construction projects are subject to development and construction risks, and being a co-investor in new projects decreases our ability to manage [added: risks and exposes us to additional financial] risks, which could have an adverse effect on our financial condition, results of operations or cash flows.

In addition, investments with other investors involve risks such as the possibility that a co-investor might become bankrupt or not have the financial resources to meet its obligations, [added: which could subject us to additional liability in cases where we may agree, on a joint and several basis with such co-investor, to provide a completion guarantee and/or other forms of credit support for a project (such as the completion guarantee and contingent equity credit support we provided related to the Wynn Al Marjan Island project as further described in Item 7—"Management's Discussion and Analysis of Financial Condition and Results of Operations," Liquidity and Capital Resources"),] have economic or business interests or goals that are inconsistent with our business interests or goals, or take action contrary to our policies or objectives.

Additionally, should a co-investor become bankrupt, we could become liable for its share of [removed: liabilities.][added: liabilities, including pursuant to any of the above-mentioned credit support or similar types of instruments.]

We are therefore subject to regulations imposed by the FCPA and other anti-corruption laws that generally prohibit U.S. companies and their intermediaries from offering, promising, authorizing or making improper payments to foreign government officials for the [removed: purpose of obtaining or retaining business.]

Failure to comply with these laws and regulations could increase [added: our cost of operations, reduce our profits, or otherwise adversely affect our business, financial condition, and results of operations.]

If we or our affiliates, or either of our respective directors, employees or agents fail to comply with applicable laws or Company policies governing our operations, the Company [removed: may] [added: has, in the past, and may, in the future,] face investigations, prosecutions and other legal proceedings and actions, which could result in civil penalties, administrative remedies and criminal sanctions.

Any such [added: future] government investigations, prosecutions or other legal proceedings or actions could adversely affect our business, performance, prospects, value, financial condition, and results of operations.

For example, the European Union (EU)'s General Data Protection Regulation ("GDPR") requires companies to meet stringent requirements regarding the [removed: handling of personal data.]

In addition, non-compliance with applicable privacy regulations by us (or in some circumstances non-compliance by third parties engaged by us) or a breach of security on systems storing our data may result in damage of reputation and/or subject us to fines, payment of damages, lawsuits or restrictions on our use or transfer of [added: data.]

[added: The impact of any] future organizing activity or labor dispute or work stoppage with respect to those of our employees who are represented by labor unions could have a material adverse effect on our business, financial condition, results of operations and cash flows.

If our Macau Operations fail to comply with the Gaming Concession Contract, or applicable Macau [removed: laws,] [added: laws and administrative regulations,] the Macau government may rescind our concession without compensation to us, which would have a material adverse effect on our business and financial condition.

Pursuant to the Gaming Concession Contract and [removed: applicable Macau laws,] the [added: Laws and Administrative Regulations, the] Macau government may rescind the gaming concession if Wynn Macau SA fails to fulfill its obligations under the Macau law or the Gaming Concession Contract, including in the circumstances of (i) endangerment to the national security of mainland China or Macau, (ii) failure on the part of Wynn Macau SA to perform its obligations under the Gaming Concession Contract, (iii) public interest, and (iv) Wynn Macau SA ceasing to be eligible for the gaming concession under the Macau gaming law.

Wynn Macau SA is currently in its [removed: second] [added: third] year of concession.

Licensing or other disciplinary action against us outside of Massachusetts, including by the government of [removed: Macau] [added: Macau,] may be considered by the MGC in assessment of our ongoing suitability to hold a license in Massachusetts and may subject us to fines, license conditions, license suspension or revocation.

The currency delineated in our Macau Operations' concession agreement with the [removed: government of] Macau [added: government] is the Macau pataca.

As of December 31, [removed: 2023,] [added: 2024,] Wynn Resorts [removed: owns] [added: owned] approximately 72% of Wynn Macau, Limited's ordinary shares of common stock.

As of December 31, [removed: 2023,] [added: 2024,] we had a total of [removed: 304] [added: 303] table games at Wynn Palace and [removed: 259] [added: 257] at Wynn Macau approved by the Macau's DICJ.

As of December 31, [removed: 2023,] [added: 2024,] Elaine P.

Wynn owned approximately [removed: 8.54%] [added: 8.85%] of our outstanding common stock.

As of December 31, [removed: 2023,] [added: 2024,] we had total outstanding debt of approximately [removed: $11.83] [added: $10.64] billion.

The NGC may also require anyone with a financial interest in a gaming establishment, or with a financial interest in the business of the gaming licensee or applicant for a gaming license or who is a close associate of a gaming licensee or an applicant for a gaming license, to be qualified for licensure.

and license requirements is costly.

For example, previously 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 had 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 ("NPA") with the USAO and the United States Department of Justice, resolving such investigation.

Pursuant to the NPA, Wynn Las Vegas agreed to forfeit $130 million in funds involved in the transactions at issue and continue to make certain enhancements to its compliance program.

Regional demand for casino resorts and inbound tourism to Macau still continues to recover.

Certain of these factors or events, such as severe storms and infectious diseases, have in the past negatively affected our results of operations, and any of these

In addition, premium gaming is more volatile than other forms of gaming, and

purpose of obtaining or retaining business.

handling of personal data.

For example, the outbreak of COVID-19 in late 2019 resulted in steep declines in visitation to our properties, driven by the strong deterrent effect of the COVID-19 pandemic on travel and social activities and quarantine measures put in place in Macau and elsewhere.

Although containment measures and restrictions were lifted throughout the U.S. by early 2022, several travel-related restrictions and conditions, including COVID-19 testing, entry restrictions, and other mitigation procedures, remained in effect until early 2023, and regional demand for casino resorts and inbound tourism to Macau still continues to recover.

Accordingly, our primary

For example, WML's board of directors concluded not to recommend the payment of a dividend with respect to the years ended December 31, 2022, 2021 and 2020 due to the financial impact of the COVID-19 pandemic.

The pace of recovery of our Macau Operations’ gaming business to pre-pandemic levels may continue to have an adverse effect on our subsidiaries' results of operations and their ability to pay dividends or distributions to us in the future.

our cost of operations, reduce our profits, or otherwise adversely affect our business, financial condition, and results of operations.

data.

The impact of any

Discussion of [removed: 2021] [added: 2022] items and year-to-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] that are not included in this Form 10-K can be found in "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2022.][added: 2023.]

Through our approximately 72% ownership of Wynn Macau, Limited ("WML"), our concessionaire Wynn Resorts (Macau) S.A. ("Wynn Macau SA") operates two integrated resorts in the Macau Special Administrative Region [removed: ("Macau")] of the People's Republic of China [removed: ("PRC"),] [added: ("Macau"),] Wynn Palace and Wynn Macau (collectively, our "Macau Operations").

[removed: Additionally, we] [added: We] are a 50.1% owner and managing member of a joint venture that owns and leases certain retail space at Wynn Las Vegas (the "Retail Joint Venture").

[removed: Additionally, the] [added: The] Company has a 40% equity interest in Island 3 AMI [removed: FZ-LLC,] [added: FZ-LLC ("Island 3"),] an unconsolidated affiliate, which is [removed: currently] constructing [removed: an integrated resort property ("Wynn] [added: Wynn] Al Marjan [removed: Island")] [added: Island] in Ras Al Khaimah, United Arab Emirates.

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | Increase/ (Decrease) | | | | | | Percent Change | | |

| Net income [removed: (loss)] attributable to Wynn Resorts, Limited | | | [removed: 729,994] [added: 501,078] | | | | | | [removed: (423,856)] [added: 729,994] | | | | | | [removed: 1,153,850] [added: (228,916)] | | | | | | [removed: NM] [added: (31.4)] | | |

| Diluted net income [removed: (loss)] per share | | | [removed: 6.32] [added: 4.35] | | | | | | [removed: (3.73)] [added: 6.32] | | | | | | [removed: 10.05] [added: (1.97)] | | | | | | [removed: NM] [added: (31.2)] | | |

The increase in operating revenues for the year ended December 31, [removed: 2023] [added: 2024] was primarily driven by increases of [removed: $1.48 billion, $902.3] [added: $330.8] million, [added: $251.1 million,] and [removed: $348.5] [added: $91.3] million from Wynn Palace, Wynn Macau, and our Las Vegas Operations, respectively, [removed: resulting from] [added: primarily due to] an increase in gaming [removed: volumes, hotel occupancy,] [added: volumes] and [added: restaurant] covers at [removed: restaurants.][added: our Macau Operations and an increase in ADR, entertainment venue sales and revenue from leased retail outlets at our Las Vegas Operations.]

Financial results for the year ended December 31, [removed: 2023] [added: 2024] compared to the year ended December 31, [removed: 2022.][added: 2023]

| Entertainment, retail and other | | | [removed: 599,187] [added: 555,429] | | | | | | [removed: 475,932] [added: 599,187] | | | | | | [removed: 123,255] [added: (43,758)] | | | | | | [removed: 25.9] [added: (7.3)] | | |

| Total non-casino revenues | | | [removed: 2,813,495] [added: 2,866,604] | | | | | | [removed: 2,124,284] [added: 2,813,495] | | | | | | [removed: 689,211] [added: 53,109] | | | | | | [removed: 32.4] [added: 1.9] | | |

Casino revenues for the year ended December 31, [removed: 2023] [added: 2024] were [removed: 56.9%] [added: 59.8%] of operating revenues, compared to [removed: 43.5%] [added: 56.9%] for the year ended December 31, [removed: 2022.][added: 2023.]

Non-casino revenues for the year ended December 31, [removed: 2023] [added: 2024] were [removed: 43.1%] [added: 40.2%] of operating revenues, compared to [removed: 56.5%] [added: 43.1%] for the year ended December 31, [removed: 2022.][added: 2023.]

| Average number of table games | | | [removed: 56] [added: 57] | | | | | | [removed: 53] [added: 56] | | | | | | [removed: 3] [added: 1] | | | | | | [removed: 5.7] [added: 1.8] | | |

| VIP table games win | | | $ | [removed: 383,384] [added: 449,461] | | | | | $ | [removed: 23,471] [added: 383,384] | | | | | $ | [removed: 359,913] [added: 66,077] | | | | | [removed: NM] [added: 17.2] | | |

| VIP win as a % of turnover | | | [removed: 3.37] [added: 3.46] | | % | | | | [removed: 0.89] [added: 3.37] | | % | | | | [removed: 2.48] [added: 0.09] | | | | | | | | |

| Table games win per unit per day | | | $ | [removed: 18,744] [added: 21,495] | | | | | $ | [removed: 1,259] [added: 18,744] | | | | | $ | [removed: 17,485] [added: 2,751] | | | | | [removed: NM] [added: 14.7] | | |

| Average number of table games | | | [removed: 242] [added: 245] | | | | | | [removed: 229] [added: 242] | | | | | | [removed: 13] [added: 3] | | | | | | [removed: 5.7] [added: 1.2] | | |

| Table games win % | | | [removed: 22.4] [added: 24.5] | | % | | | | [removed: 21.5] [added: 22.4] | | % | | | | [removed: 0.9] [added: 2.1] | | | | | | | | |

| Table games win per unit per day | | | $ | [removed: 15,574] [added: 18,770] | | | | | $ | [removed: 3,489] [added: 15,574] | | | | | $ | [removed: 12,085] [added: 3,196] | | | | | [removed: 346.4] [added: 20.5] | | |

| Average number of slot machines | | | [removed: 580] [added: 603] | | | | | | [removed: 623] [added: 580] | | | | | | [removed: (43)] [added: 23] | | | | | | [removed: (6.9)] [added: 4.0] | | |

| Slot machine win | | | $ | [removed: 102,816] [added: 109,488] | | | | | $ | [removed: 31,295] [added: 102,816] | | | | | $ | [removed: 71,521] [added: 6,672] | | | | | [removed: 228.5] [added: 6.5] | | |

| Slot machine win per unit per day | | | $ | [removed: 486] [added: 496] | | | | | $ | [removed: 142] [added: 486] | | | | | $ | [removed: 344] [added: 10] | | | | | [removed: 242.3] [added: 2.1] | | |

| Average number of table games | | | [removed: 41] [added: 30] | | | | | | 41 | | | | | | [removed: —] [added: (11)] | | | | | | [removed: —] [added: (26.8)] | | |

| VIP table games win | | | $ | [removed: 191,936] [added: 177,435] | | | | | $ | [removed: 55,999] [added: 191,936] | | | | | $ | [removed: 135,937] [added: (14,501)] | | | | | [removed: 242.7] [added: (7.6)] | | |

| VIP win as a % of turnover | | | [removed: 3.74] [added: 3.52] | | % | | | | [removed: 3.16] [added: 3.74] | | % | | | | [removed: 0.58] [added: (0.22)] | | | | | | | | |

| Table games win per unit per day | | | $ | [removed: 12,699] [added: 16,084] | | | | | $ | [removed: 3,828] [added: 12,699] | | | | | $ | [removed: 8,871] [added: 3,385] | | | | | [removed: 231.7] [added: 26.7] | | |

| Average number of table games | | | [removed: 216] [added: 221] | | | | | | [removed: 235] [added: 216] | | | | | | [removed: (19)] [added: 5] | | | | | | [removed: (8.1)] [added: 2.3] | | |

| Table games win % | | | [removed: 17.7] [added: 18.3] | | % | | | | [removed: 16.2] [added: 17.7] | | % | | | | [removed: 1.5] [added: 0.6] | | | | | | | | |

| Table games win per unit per day | | | $ | [removed: 11,560] [added: 14,367] | | | | | $ | [removed: 2,284] [added: 11,560] | | | | | $ | [removed: 9,276] [added: 2,807] | | | | | [removed: 406.1] [added: 24.3] | | |

| Average number of slot machines | | | [removed: 530] [added: 615] | | | | | | [removed: 646] [added: 530] | | | | | | [removed: (116)] [added: 85] | | | | | | [removed: (18.0)] [added: 16.0] | | |

| Slot machine win per unit per day | | | $ | [removed: 355] [added: 458] | | | | | $ | [removed: 139] [added: 355] | | | | | $ | [removed: 216] [added: 103] | | | | | [removed: 155.4] [added: 29.0] | | |

| Average number of table games | | | [removed: 233] [added: 232] | | | | | | [removed: 234] [added: 233] | | | | | | (1) | | | | | | (0.4) | | |

| Table games win % | | | [removed: 24.7] [added: 25.7] | | % | | | | [removed: 22.5] [added: 24.7] | | % | | | | [removed: 2.2] [added: 1.0] | | | | | | | | |

| Table games win per unit per day | | | $ | [removed: 7,038] [added: 7,200] | | | | | $ | [removed: 5,990] [added: 7,038] | | | | | $ | [removed: 1,048] [added: 162] | | | | | [removed: 17.5] [added: 2.3] | | |

| Average number of slot machines | | | [removed: 1,645] [added: 1,609] | | | | | | [removed: 1,703] [added: 1,645] | | | | | | [removed: (58)] [added: (36)] | | | | | | [removed: (3.4)] [added: (2.2)] | | |

| Slot machine win per unit per day | | | $ | [removed: 752] [added: 758] | | | | | $ | [removed: 634] [added: 752] | | | | | $ | [removed: 118] [added: 6] | | | | | [removed: 18.6] [added: 0.8] | | |

| Average number of table games | | | [removed: 191] [added: 180] | | | | | | [removed: 187] [added: 191] | | | | | | [removed: 4] [added: (11)] | | | | | | [removed: 2.1] [added: (5.8)] | | |

| Table games win % | | | [removed: 21.7] [added: 21.1] | | % | | | | [removed: 21.8] [added: 21.7] | | % | | | | [removed: (0.1)] [added: (0.6)] | | | | | | | | |

| Table games win per unit per day | | | $ | [removed: 4,429] [added: 4,519] | | | | | $ | [removed: 4,604] [added: 4,429] | | | | | $ | [removed: (175)] [added: 90] | | | | | [removed: (3.8)] [added: 2.0] | | |

During the twelve months ended December 31, 2024, Wynn Interactive Ltd. no longer met the requirements for a reportable segment due to the Company's decision to cease operating Wynn Interactive's digital sports betting and casino business.

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

| Operating revenues | | | $ | 7,127,961 | | | | | $ | 6,531,897 | | | | | $ | 596,064 | | | | | 9.1 | | |

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

| | | | 2024 | | | | | | 2023 | | | | | | Increase/ (Decrease) | | | | | | Percent Change | | |

| Wynn Palace | | | $ | 2,217,671 | | | | | $ | 1,886,844 | | | | | $ | 330,827 | | | | | 17.5 | | |

| Wynn Macau | | | 1,464,646 | | | | | | 1,213,534 | | | | | | 251,112 | | | | | | 20.7 | | |

| Total Macau Operations | | | 3,682,317 | | | | | | 3,100,378 | | | | | | 581,939 | | | | | | 18.8 | | |

| Las Vegas Operations | | | 2,571,913 | | | | | | 2,480,606 | | | | | | 91,307 | | | | | | 3.7 | | |

| Encore Boston Harbor | | | 857,164 | | | | | | 865,786 | | | | | | (8,622) | | | | | | (1.0) | | |

| Corporate and other | | | 16,567 | | | | | | 85,127 | | | | | | (68,560) | | | | | | (80.5) | | |

| | | | $ | 7,127,961 | | | | | $ | 6,531,897 | | | | | $ | 596,064 | | | | | 9.1 | | |

| | | | 2024 | | | | | | 2023 | | | | | | Increase/ (Decrease) | | | | | | Percent Change | | |

| Casino revenues | | | $ | 4,261,357 | | | | | $ | 3,718,402 | | | | | $ | 542,955 | | | | | 14.6 | | |

| Rooms | | | 1,242,058 | | | | | | 1,185,671 | | | | | | 56,387 | | | | | | 4.8 | | |

| Food and beverage | | | 1,069,117 | | | | | | 1,028,637 | | | | | | 40,480 | | | | | | 3.9 | | |

| | | | $ | 7,127,961 | | | | | $ | 6,531,897 | | | | | $ | 596,064 | | | | | 9.1 | | |

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

| | | | 2024 | | | | | | 2023 | | | | | | Increase/ (Decrease) | | | | | | Percent Change | | |

| Total casino revenues | | | $ | 1,795,604 | | | | | $ | 1,471,280 | | | | | $ | 324,324 | | | | | 22.0 | | |

| VIP turnover | | | $ | 12,991,235 | | | | | $ | 11,363,248 | | | | | $ | 1,627,987 | | | | | 14.3 | | |

| Table drop | | | $ | 6,893,092 | | | | | $ | 6,126,841 | | | | | $ | 766,251 | | | | | 12.5 | | |

| Table games win | | | $ | 1,686,503 | | | | | $ | 1,373,436 | | | | | $ | 313,067 | | | | | 22.8 | | |

| Slot machine handle | | | $ | 2,519,983 | | | | | $ | 2,385,033 | | | | | $ | 134,950 | | | | | 5.7 | | |

| Poker rake | | | $ | 736 | | | | | $ | — | | | | | $ | 736 | | | | | NM | | |

| Total casino revenues | | | $ | 1,230,351 | | | | | $ | 970,269 | | | | | $ | 260,082 | | | | | 26.8 | | |

| VIP turnover | | | $ | 5,047,888 | | | | | $ | 5,132,628 | | | | | $ | (84,740) | | | | | (1.7) | | |

| Table drop | | | $ | 6,344,794 | | | | | $ | 5,155,929 | | | | | $ | 1,188,865 | | | | | 23.1 | | |

| Table games win | | | $ | 1,164,012 | | | | | $ | 910,825 | | | | | $ | 253,187 | | | | | 27.8 | | |

| Slot machine handle | | | $ | 3,133,488 | | | | | $ | 2,212,196 | | | | | $ | 921,292 | | | | | 41.6 | | |

| Slot machine win | | | $ | 103,030 | | | | | $ | 68,667 | | | | | $ | 34,363 | | | | | 50.0 | | |

| Poker rake | | | $ | 15,275 | | | | | $ | 18,266 | | | | | $ | (2,991) | | | | | (16.4) | | |

| | | | 2024 | | | | | | 2023 | | | | | | Increase/ (Decrease) | | | | | | Percent Change | | |

| Total casino revenues | | | $ | 600,088 | | | | | $ | 628,185 | | | | | $ | (28,097) | | | | | (4.5) | | |

| Table drop | | | $ | 2,376,473 | | | | | $ | 2,425,621 | | | | | $ | (49,148) | | | | | (2.0) | | |

| Table games win | | | $ | 611,663 | | | | | $ | 599,001 | | | | | $ | 12,662 | | | | | 2.1 | | |

| Slot machine handle | | | $ | 6,752,952 | | | | | $ | 6,423,374 | | | | | $ | 329,578 | | | | | 5.1 | | |

| Slot machine win | | | $ | 446,152 | | | | | $ | 451,833 | | | | | $ | (5,681) | | | | | (1.3) | | |

| Poker rake | | | $ | 24,599 | | | | | $ | 25,720 | | | | | $ | (1,121) | | | | | (4.4) | | |

| Total casino revenues | | | $ | 635,314 | | | | | $ | 648,668 | | | | | $ | (13,354) | | | | | (2.1) | | |

We also hold an approximately 97% interest in, and consolidate, Wynn Interactive Ltd. ("Wynn Interactive"), through which we operate online sports betting, gaming, and social casino businesses.

| Operating revenues | | | $ | 6,531,897 | | | | | $ | 3,756,825 | | | | | $ | 2,775,072 | | | | | 73.9 | | |

NM: Not meaningful.

The results of our Macau Operations for the year ended December 31, 2022 were negatively impacted by certain travel-related restrictions and conditions, including COVID-19 testing, entry restrictions, and other mitigation procedures, related to the COVID-19 pandemic.

Over the course of December 2022 and January 2023, Macau authorities eliminated these COVID-19 related protective measures, which resulted in increased business volumes at our Macau Operations for the year ended December 31, 2023.

The increase in net income attributable to Wynn Resorts, Limited for the year ended December 31, 2023 was primarily related to increased operating revenues at our Macau Operations and our Las Vegas Operations, as well as an income tax benefit related to the release of valuation allowance on certain deferred tax assets as a result of achieving sustained profitability in the U.S., partially offset by increased operating expenses, and impairment losses for goodwill and intangible assets related to the Wynn Interactive reportable segment.

[Table](#i00cc5124525d4aefb8680851efd44d58_7) [of Contents](#i00cc5124525d4aefb8680851efd44d58_7)

| Wynn Palace | | | $ | 1,886,844 | | | | | $ | 410,289 | | | | | $ | 1,476,555 | | | | | 359.9 | | |

| Wynn Macau | | | 1,213,534 | | | | | | 311,249 | | | | | | 902,285 | | | | | | 289.9 | | |

| Total Macau Operations | | | 3,100,378 | | | | | | 721,538 | | | | | | 2,378,840 | | | | | | 329.7 | | |

| Las Vegas Operations | | | 2,480,606 | | | | | | 2,132,136 | | | | | | 348,470 | | | | | | 16.3 | | |

| Encore Boston Harbor | | | 865,786 | | | | | | 831,073 | | | | | | 34,713 | | | | | | 4.2 | | |

| Wynn Interactive | | | 85,127 | | | | | | 72,078 | | | | | | 13,049 | | | | | | 18.1 | | |

| | | | $ | 6,531,897 | | | | | $ | 3,756,825 | | | | | $ | 2,775,072 | | | | | 73.9 | | |

| Casino revenues | | | $ | 3,718,402 | | | | | $ | 1,632,541 | | | | | $ | 2,085,861 | | | | | 127.8 | | |

| Rooms | | | 1,185,671 | | | | | | 802,138 | | | | | | 383,533 | | | | | | 47.8 | | |

| Food and beverage | | | 1,028,637 | | | | | | 846,214 | | | | | | 182,423 | | | | | | 21.6 | | |

Casino revenues increased primarily due to higher gaming volumes at our Macau Operations following the discontinuation of pandemic-related travel restrictions in Macau in late 2022 and early 2023.

| Total casino revenues | | | $ | 1,471,280 | | | | | $ | 255,886 | | | | | $ | 1,215,394 | | | | | 475.0 | | |

| VIP turnover | | | $ | 11,363,248 | | | | | $ | 2,641,321 | | | | | $ | 8,721,927 | | | | | 330.2 | | |

| Table drop | | | $ | 6,126,841 | | | | | $ | 1,312,786 | | | | | $ | 4,814,055 | | | | | 366.7 | | |

| Table games win | | | $ | 1,373,436 | | | | | $ | 282,138 | | | | | $ | 1,091,298 | | | | | 386.8 | | |

| Slot machine handle | | | $ | 2,385,033 | | | | | $ | 732,197 | | | | | $ | 1,652,836 | | | | | 225.7 | | |

| Total casino revenues | | | $ | 970,269 | | | | | $ | 216,639 | | | | | $ | 753,630 | | | | | 347.9 | | |

| VIP turnover | | | $ | 5,132,628 | | | | | $ | 1,771,143 | | | | | $ | 3,361,485 | | | | | 189.8 | | |

| Table drop | | | $ | 5,155,929 | | | | | $ | 1,170,633 | | | | | $ | 3,985,296 | | | | | 340.4 | | |

| Table games win | | | $ | 910,825 | | | | | $ | 189,769 | | | | | $ | 721,056 | | | | | 380.0 | | |

| Slot machine handle | | | $ | 2,212,196 | | | | | $ | 895,466 | | | | | $ | 1,316,730 | | | | | 147.0 | | |

| Slot machine win | | | $ | 68,667 | | | | | $ | 31,768 | | | | | $ | 36,899 | | | | | 116.2 | | |

| Poker rake | | | $ | 18,266 | | | | | $ | 357 | | | | | $ | 17,909 | | | | | NM | | |

| Total casino revenues | | | $ | 628,185 | | | | | $ | 535,279 | | | | | $ | 92,906 | | | | | 17.4 | | |

| Table drop | | | $ | 2,425,621 | | | | | $ | 2,274,010 | | | | | $ | 151,611 | | | | | 6.7 | | |

| Table games win | | | $ | 599,001 | | | | | $ | 511,746 | | | | | $ | 87,255 | | | | | 17.1 | | |

| Slot machine handle | | | $ | 6,423,374 | | | | | $ | 5,617,775 | | | | | $ | 805,599 | | | | | 14.3 | | |

| Slot machine win | | | $ | 451,833 | | | | | $ | 394,052 | | | | | $ | 57,781 | | | | | 14.7 | | |

| Poker rake | | | $ | 25,720 | | | | | $ | 19,680 | | | | | $ | 6,040 | | | | | 30.7 | | |

| Total casino revenues | | | $ | 648,668 | | | | | $ | 624,738 | | | | | $ | 23,930 | | | | | 3.8 | | |

| Table drop | | | $ | 1,422,416 | | | | | $ | 1,447,851 | | | | | $ | (25,435) | | | | | (1.8) | | |

| Table games win | | | $ | 308,890 | | | | | $ | 315,057 | | | | | $ | (6,167) | | | | | (2.0) | | |

| Slot machine handle | | | $ | 5,256,696 | | | | | $ | 5,007,772 | | | | | $ | 248,924 | | | | | 5.0 | | |

The following table provides estimated future cash flow information derived from our best estimates of repayments as of December 31, [removed: 2023,] [added: 2024,] of our expected long-term indebtedness and related weighted average interest rates by expected maturity dates.

The one-month SOFR and HIBOR rates as of December 31, [removed: 2023] [added: 2024] of [removed: 5.38%] [added: 4.49%] and [removed: 5.22%,] [added: 4.60%,] respectively, were used for all variable rate calculations in the table below.

| | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | [removed: 2028] [added: 2029] | | | | | | Thereafter | | | | | | Total | | |

| Fixed rate | | | | | | $ | [removed: 600.0] [added: —] | | | | | $ | [removed: 1,380.0] [added: 1,000.0] | | | | | $ | [removed: 1,000.0] [added: 1,630.0] | | | | | $ | [removed: 1,630.0] [added: 1,350.0] | | | | | $ | [removed: 1,350.0] [added: 2,350.0] | | | | | $ | [removed: 2,950.0] [added: 1,800.0] | | | | | $ | [removed: 8,910.0] [added: 8,130.0] | |

| Average interest rate | | | | | | [removed: 4.9] [added: —] | | % | | | | 5.5 | | % | | | | [removed: 5.5] [added: 5.4] | | % | | | | [removed: 5.3] [added: 5.6] | | % | | | | [removed: 5.6] [added: 5.0] | | % | | | | [removed: 5.6] [added: 6.7] | | % | | | | [removed: 5.5] [added: 5.6] | | % |

As of December 31, [removed: 2023,] [added: 2024,] approximately [removed: 75.0%] [added: 76.0%] of our long-term debt was based on fixed rates.

Based on our outstanding borrowings as of December 31, [removed: 2023] [added: 2024] and an interest rate [removed: collar] [added: swap] on the Retail Term Loan, an assumed 100 basis point change in the variable rates would cause our annual interest expense to change by [removed: $23.0] [added: $19.1] million.

In order to mitigate exposure to interest rate fluctuations on the Retail Term Loan, [added: in October 2024,] the Company entered into [removed: a five year] [added: an] interest rate [removed: collar] [added: swap] with a notional value of [removed: $615.0 million.][added: $600.0 million, maturing in February 2027.]

Based on our balances as of December 31, [removed: 2023,] [added: 2024,] an assumed 1% change in the U.S. dollar/Hong Kong dollar exchange rate would cause a foreign currency transaction gain/loss of [removed: $45.6] [added: $41.5] million.

| Variable rate | | | | | | $ | 41.3 | | | | | $ | 41.3 | | | | | $ | 1,280.5 | | | | | $ | 1,151.9 | | | | | $ | — | | | | | $ | — | | | | | $ | 2,515.0 | |

| Average interest rate | | | | | | 6.2 | | % | | | | 6.2 | | % | | | | 5.9 | | % | | | | 6.4 | | % | | | | — | | % | | | | — | | % | | | | 6.1 | | % |

The interest rate swap effectively fixes the variable component of the interest rate on the Retail Term Loan at 3.385% through February 2027.

| Variable rate | | | | | | $ | 111.2 | | | | | $ | 2,150.1 | | | | | $ | 37.5 | | | | | $ | 618.2 | | | | | $ | — | | | | | $ | — | | | | | $ | 2,917.0 | |

| Average interest rate | | | | | | 7.1 | | % | | | | 6.7 | | % | | | | 7.1 | | % | | | | 7.1 | | % | | | | — | | % | | | | — | | % | | | | 6.8 | | % |

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

[Table](#i00cc5124525d4aefb8680851efd44d58_7) [of Contents](#i00cc5124525d4aefb8680851efd44d58_7)

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

In addition, through our corporate website at www.wynnresorts.com, Wynn Resorts provides a hyperlink to a third-party SEC filing website which makes available all such reports and amendments [removed: and where they can be viewed] [added: as soon as reasonably practicable after filing with, or furnishing to the SEC,] without charge.

Part of this strategy includes leveraging our marketing team across various branch offices located internationally to connect [removed: with] and build relationships with our customers.

We are also fully committed to supporting our communities in the Las Vegas and Boston areas, through our corporate giving program and through the Wynn [removed: Employee] [added: Resorts] Foundation, which fosters charitable giving and volunteerism among Wynn employees and community partners.

- Collectively, Wynn Resorts earned [removed: 22] [added: 19] Forbes Travel Guide [added: ("FTG")] Five-Star awards in [removed: 2024, more than] [added: 2025 and holds the most FTG Five-Star awards of] any [removed: other] independent hotel company in the world.

- Wynn Resorts was once again [removed: honored to be] included on FORTUNE Magazine's [removed: 2024] [added: 2025] World's Most Admired Companies list in the hotel, casino, and resort [removed: category and ranked first overall in the category of Quality of Products/ Services among all international hotel companies.][added: category.]

- Wynn Las Vegas has received [added: the distinction of] Four Green Globes, the highest [removed: certification] [added: achievement] for energy-efficient and sustainable buildings from the Green Building Initiative.

The property features approximately 468,000 square feet of casino space with [removed: 304] [added: 303] table games and [removed: 554] [added: 598] slot machines, as well as private gaming salons and sky casinos.

We currently expect that the next phase at Wynn Palace will incorporate an array of amenities such as theater and [added: expanded] event space, food and beverage features, and other non-gaming offerings.

Located in the heart of downtown Macau, the property features approximately 294,000 square feet of casino space with [removed: 259] [added: 257] table games and [removed: 530] [added: 696] slot machines, as well as private gaming salons, sky casinos, and a poker room.

In addition, Wynn Macau offers [removed: 14] [added: 12] food and beverage outlets, approximately [removed: 64,300] [added: 64,500] square feet of high-end, brand-name retail space, and approximately 31,000 square feet of meeting and convention space.

Wynn Macau's signature attractions include [removed: a] [added: offerings such as the] performance lake and a rotunda show featuring a Chinese zodiac-inspired ceiling along with [added: the] gold "tree of prosperity" [removed: and "dragon of fortune" features.][added: show.]

The property features approximately [removed: 194,000] [added: 195,000] square feet of casino space with [removed: 232] [added: 223] table games and [removed: 1,621] [added: 1,577] slot machines, as well as private gaming salons, a sky casino, a poker room, and a race and sports book.

Wynn Las Vegas also features two luxury hotel towers with a total of 4,748 guest rooms, suites, and villas, which [removed: offers] [added: offer] swimming pools, private cabanas, two full service spas and salons, and a wedding chapel.

In addition, Wynn Las Vegas offers 34 food and beverage outlets, approximately [removed: 177,000] [added: 178,000] square feet of high-end, brand-name retail space, approximately 513,000 square feet of meeting and convention space, and a golf course.

The property features approximately 210,000 square feet of casino space with [removed: 183] [added: 172] table games, 24 poker tables and approximately [removed: 2,633] [added: 2,724] slot machines, private and high-limit gaming areas, and a sports book.

In addition, Encore Boston Harbor offers [removed: 14] [added: 16] food and beverage outlets and a nightclub, approximately 8,186 square feet of retail space, and approximately 71,000 square feet of meeting and convention space.

In January 2022, we, along with [removed: Al Marjan] Island [added: 3 AMI FZ-LLC] and RAK [removed: Hospitality,] [added: HH IR FZ-LLC,] announced plans for the development and management of Wynn Al Marjan Island, a destination integrated resort property in the Emirate of Ras Al Khaimah, United Arab Emirates.

Wynn Al Marjan Island, which is currently under construction, is anticipated to be completed and open to the public in 2027, featuring an over 1,500-room hotel, luxury villas, a high-end shopping mall, a state-of-the-art meeting and convention facility, an exclusive spa, more than [removed: 10] [added: 20] restaurants and lounges, [added: 225,000 square feet of gaming area,] a wide array of entertainment [removed: choices,] [added: choices including] a [removed: gaming area (subject to regulatory approval),] [added: nightclub] and [added: a beach club, and] other amenities.

Both the Macau gaming market and visitation to Macau grew significantly from liberalization in 2002 up until the outbreak of COVID-19, [removed: but] [added: and then] fell meaningfully from early 2020 to December 2022 due to certain border control and other travel related restrictions as a result of the pandemic.

Over the course of December 2022 and January 2023, Macau authorities eliminated these COVID-19 related protective [removed: measures.][added: measures and the gaming market resumed a period of growth.]

According to the Macau Statistics and Census Service Monthly Bulletin of Statistics, visitation to Macau in [removed: 2023] [added: 2024] increased [removed: 394.9%] [added: 23.8%] and [added: 512.7% and] decreased [removed: 28.4%] [added: 11.4%] as compared to [removed: 2022] [added: 2023, 2022,] and 2019, respectively.

According to Macau Statistical Information, annual gaming revenues were $36.5 billion in 2019, before falling to $7.6 billion in 2020, $10.8 billion in 2021, and $5.3 billion in 2022, due to various quarantine measures and travel and entry restrictions and conditions since the outbreak of COVID-19, and increased to $22.7 billion in [removed: 2023,] [added: 2023 and $28.4 billion in 2024, respectively,] due to Macau authorities eliminating COVID-19 related protective measures over the course of December 2022 and January 2023.

[removed: Additionally, certain other] Asian countries and regions have legalized or in the future may legalize gaming, such as Japan, Taiwan, and Thailand, which could increase competition for our Macau Operations.

According to statistics published by the Nevada Gaming Control Board, Las Vegas Strip total gaming win was [removed: $8.9] [added: $8.8] billion in [removed: 2023,] [added: 2024,] a [removed: 7.4% increase] [added: 1.0% decrease] from [removed: $8.3] [added: $8.9] billion in [removed: 2022.][added: 2023.]

According to the Las Vegas Convention and Visitors Authority, overall Las Vegas visitor volume was [removed: 40.8] [added: 41.7] million in [removed: 2023,] [added: 2024,] a [removed: 5.2%] [added: 2.1%] increase from [removed: 38.8] [added: 40.8] million in [removed: 2022.][added: 2023.]

There are [removed: currently] several [added: recently completed] large-scale integrated resort projects [removed: either recently completed or under development] in the vicinity of our Las Vegas Operations, which may present increased competition in the future.

Massachusetts and its neighboring states of Connecticut and Rhode Island are host to a large, established casino [removed: market that generated approximately $3.0 billion of gross gaming revenue in each of the years ended December 31, 2023 and 2022.][added: market.]

Each concessionaire was required to enter into a concession agreement with the Macau government which, together with the [removed: Law] [added: Laws] and Administrative Regulations, form the framework for the regulation of the activities of the concessionaire.

Under the Gaming Concession Contract, Wynn Macau SA provided a first demand bank guarantee of [removed: MOP1.00] [added: MOP1.0] billion (approximately [removed: $124.2] [added: $125.1] million) in favor of the Macau government to support Wynn Macau SA’s legal and contractual obligations, from January 1, 2023 until one hundred and eighty days after the term of the Gaming Concession Contract expires or the rescission of the concession.

Pursuant to the Gaming Concession Contract and [removed: applicable Macau laws,] [added: the Laws and Administrative Regulations, the] Macau government may rescind the gaming concession if Wynn Macau SA fails to fulfill its [removed: obligations under the Macau law or the Gaming Concession Contract,] [added: obligations,] including in the circumstances of (i) endangerment to the national security of mainland China or Macau, (ii) failure on the part of Wynn Macau SA to perform its obligations under the Gaming Concession Contract, (iii) public interest, and (iv) Wynn Macau SA ceasing to be eligible for the gaming concession under the Macau gaming law.

The [removed: government of] Macau [added: government] may assume temporary custody and control over the [added: operation of a concession in certain circumstances.]

Wynn Macau SA is required to obtain prior approval from the relevant Macau authorities or officials for various corporate changes and actions, including expansion of its business scope, issuance of shares, transfer [removed: of] or creation of any encumbrances over its shares, issuance of debt securities, change of its managing director or the authority delegated thereto, [added: appointment of any new director,] change of its articles of association, certain transfers of property rights and creditor’s rights, entering into a consumer loan contract or similar contract with a value equal to or exceeding MOP100.0 million (approximately [removed: US$12.4] [added: US$12.5] million), and granting of a loan to any of its directors, shareholders or key employees.

In particular, Wynn Macau SA is required to notify the Chief Executive of Macau at least five working days in advance prior to making financial decisions (i) related to the transfer of funds within Wynn Macau SA which exceeds 50% of its share capital, (ii) related to employee salaries, remuneration or benefits which exceed 10% of its share capital, and (iii) not related to above items (i) and (ii), whose value [removed: exceeding] [added: exceeds] 10% of its share capital.

Pursuant to the Gaming Concession Contract, Wynn Macau SA is required to submit to the Macau [removed: government] [added: government, for its approval,] an annual execution proposal of the specific projects mentioned in the Investment Plan annexed to the Gaming Concession Contract which it intends to execute in the following year by September 30, of each calendar year, detailing each project [added: in which] it intends to invest, the investment amount and the execution [removed: schedule for the relevant year for the purpose of government approval.][added: schedule.]

Within 60 days after submission of each annual execution proposal, the Macau government will decide on its approval, and may request adjustments to specific projects, the investment amount [removed: and] [added: and/or] the execution schedule.

If any of [removed: our] [added: the] annual execution proposals or parts thereof are not approved by the Macau government, Wynn Macau SA is obliged to propose allocating the relevant funds to other [removed: projects related with its activity, which are also subject to acceptance by the Macau government, while the total investment amount will remain unchanged.][added: projects,]

The annual execution proposals for the year [removed: 2023] [added: 2024] and the year [removed: 2024] [added: 2025] were previously submitted in [removed: March] [added: September] 2023 and [removed: September 2023,] [added: 2024,] respectively, and [added: were] thereafter approved by the Macau government.

In addition, Wynn Macau SA is subject to the supervision of the Macau government [removed: as] [added: in] regards [added: to] the execution of development projects included in the Investment Plan, and Wynn Macau SA must submit [removed: regular] progress reports every two months, and may be requested to submit exceptional detailed reports whenever the normal progress of any development project included in the Investment Plan is compromised.

Wynn Resorts Holdings, Wynn Resorts Finance, Wynn America Group, and Wynn Las Vegas Holdings are referred to individually as a "registered intermediary subsidiary" and collectively as the "registered intermediary subsidiaries." [removed: We and] [added: We,] the registered intermediary [removed: subsidiaries] [added: subsidiaries, and Wynn Las Vegas, LLC] hold all the various registrations, approvals, permits and licenses required for Wynn Las Vegas, LLC to engage in gaming activities in Nevada.

- Investing in the growth and well-being of our people.

- Wynn Palace and Wynn Macau collectively earned 12 FTG Five-Star awards in 2025, with Wynn Palace maintaining its status as the largest FTG Five-Star resort in the world.

Additionally, certain other

Occupancy on the Las Vegas Strip was relatively flat at 86.4%, compared to 86.2% in 2023.

which are also subject to subsequent approval by the Macau government, while the total investment amount will remain unchanged.

The execution report of the proposal for the year 2023 was submitted on March 28, 2024 and was thereafter reviewed by the Macau government.

The execution report of the proposal presented by the concessionaires may be subject to extraordinary audit upon determination by the Macau government.

Officers, directors and certain key

As of the date of this report, we are in the process of seeking a renewal of our Shelf Approval for an additional three year period.

with the operations of Nevada gaming licensees may be harmful to stable and productive corporate gaming.

We

who is a close associate of a gaming licensee.

Wynn Las Vegas and the UAW have commenced negotiations over a successor agreement, and have agreed to extend the terms of the current collective bargaining agreement during the negotiations.

Wynn Las Vegas and the Teamsters have commenced negotiations over a successor agreement, and have agreed to extend the terms of the current collective bargaining agreement during the negotiations.

Encore Boston Harbor, expires on August 31, 2026.

In August 2024, Encore Boston Harbor agreed to recognize UNITE HERE Local 26 as the representative of business services employees under the terms of the existing Collective Bargaining Agreement.

In addition, we hold an approximately 97% interest in Wynn Interactive Ltd. ("Wynn Interactive"), which operates WynnBET, our digital sports betting and casino gaming business.

- Fostering a diverse and inclusive workforce, and investing in our people.

The Company is currently constructing a phased development adjacent to Encore Boston Harbor, which will include a theater, entertainment venues, gaming facilities, food and beverage facilities, and a parking garage.

We anticipate this development opening to the public in 2026.

Wynn Interactive

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

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

Las Vegas Strip gaming revenues increased significantly during the year ended December 31, 2023 due to increases in gaming volumes and visitation to the Las Vegas Strip.

Occupancy on the Las Vegas Strip increased 5.6% (on an absolute basis) to 86.2%, from 81.6% in 2022.

operation of a concession in certain circumstances.

beneficial owners.

Digital Sports Betting and Gaming

We and our partners are subject to various federal, state, and international laws and regulations that affect our digital sports betting and casino gaming businesses.

The ownership, operation, and management of our digital sports betting and casino gaming business are subject to regulations of each of the jurisdictions in which we operate.

Additional laws in these areas may be passed in the future, which could result in impact to the ways in which we and our partners are able to offer interactive sports betting and casino gaming in jurisdictions that permit such activities.

Diversity and inclusion are the cornerstone of our human capital management efforts.

We are committed to a fair and inclusive work environment at each of our resorts.

As part of this commitment, we offer diversity and inclusion training to all of our employees.

marks to its affiliates.

On September 6, 2024, Wynn Las Vegas, LLC, a wholly owned indirect subsidiary of Wynn Resorts, entered into a non-prosecution agreement ("NPA") with the United States Attorney’s Office for the Southern District of California and the United States Department of Justice (the "DOJ"), resolving the previously-disclosed investigation into various transactions at Wynn Las Vegas relating to certain patrons who reside or operate in foreign jurisdictions which were facilitated by former employees, agents and other third parties that were unlicensed money transmitting businesses, in violation of 18 U.S.C. § 1960.

Pursuant to the NPA, Wynn Las Vegas agreed to forfeit $130 million in funds involved in the 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 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.

| | | | For the fiscal year ended December 31, [removed: 2023] [added: 2024] | | |

| Title of [removed: Each Class] [added: each class] | | | | | | Trading [removed: Symbol] [added: Symbol(s)] | | | | | | Name of [removed: Each Exchange] [added: each exchange] on [removed: Which Registered] [added: which registered] | | |

The aggregate market value of the registrant's Common Stock held by non-affiliates based on the closing price per share as reported on the Nasdaq Global Select Market on June 30, [removed: 2023] [added: 2024] was approximately [removed: $10.97] [added: $9.06] billion.

As of February [removed: 14, 2024, 112,078,263] [added: 4, 2025, 106,401,372] shares of the registrant's Common Stock, $0.01 par value, were outstanding.

Portions of the registrant's [added: definitive] Proxy Statement for its [removed: 2024] [added: 2025] Annual Meeting of [removed: Stockholders] [added: Shareholders] to be filed not later than 120 days after the end of the fiscal year covered by this report are incorporated by reference into Part III of this Form 10-K.

| Item 1. | | | [removed: [Business](#i00cc5124525d4aefb8680851efd44d58_13)] [added: [Business](#ie625fed512c84cada8637cd828f410d5_13)] | | | [removed: [3](#i00cc5124525d4aefb8680851efd44d58_13)] [added: [3](#ie625fed512c84cada8637cd828f410d5_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i00cc5124525d4aefb8680851efd44d58_16)] [added: Factors](#ie625fed512c84cada8637cd828f410d5_16)] | | | [removed: [18](#i00cc5124525d4aefb8680851efd44d58_16)] [added: [17](#ie625fed512c84cada8637cd828f410d5_16)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i00cc5124525d4aefb8680851efd44d58_19)] [added: Comments](#ie625fed512c84cada8637cd828f410d5_19)] | | | [removed: [31](#i00cc5124525d4aefb8680851efd44d58_19)] [added: [30](#ie625fed512c84cada8637cd828f410d5_19)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i00cc5124525d4aefb8680851efd44d58_2140)] [added: [Cybersecurity](#ie625fed512c84cada8637cd828f410d5_22)] | | | [removed: [3](#i00cc5124525d4aefb8680851efd44d58_2140)[2](#i00cc5124525d4aefb8680851efd44d58_2140)] [added: [31](#ie625fed512c84cada8637cd828f410d5_22)] | | |

| Item 2. | | | [removed: [Properties](#i00cc5124525d4aefb8680851efd44d58_22)] [added: [Properties](#ie625fed512c84cada8637cd828f410d5_25)] | | | [removed: [33](#i00cc5124525d4aefb8680851efd44d58_22)] [added: [32](#ie625fed512c84cada8637cd828f410d5_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i00cc5124525d4aefb8680851efd44d58_25)] [added: Proceedings](#ie625fed512c84cada8637cd828f410d5_28)] | | | [removed: [33](#i00cc5124525d4aefb8680851efd44d58_25)] [added: [32](#ie625fed512c84cada8637cd828f410d5_28)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i00cc5124525d4aefb8680851efd44d58_28)] [added: Disclosures](#ie625fed512c84cada8637cd828f410d5_31)] | | | [removed: [33](#i00cc5124525d4aefb8680851efd44d58_28)] [added: [33](#ie625fed512c84cada8637cd828f410d5_31)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i00cc5124525d4aefb8680851efd44d58_34)] [added: Securities](#ie625fed512c84cada8637cd828f410d5_37)] | | | [removed: [34](#i00cc5124525d4aefb8680851efd44d58_34)] [added: [34](#ie625fed512c84cada8637cd828f410d5_37)] | | |

| Item 6. | | | [removed: [Reserved](#i00cc5124525d4aefb8680851efd44d58_37)] [added: [Reserved](#ie625fed512c84cada8637cd828f410d5_40)] | | | [removed: [35](#i00cc5124525d4aefb8680851efd44d58_37)] [added: [35](#ie625fed512c84cada8637cd828f410d5_40)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i00cc5124525d4aefb8680851efd44d58_40)] [added: Operations](#ie625fed512c84cada8637cd828f410d5_43)] | | | [removed: [36](#i00cc5124525d4aefb8680851efd44d58_40)] [added: [36](#ie625fed512c84cada8637cd828f410d5_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i00cc5124525d4aefb8680851efd44d58_67)] [added: Risk](#ie625fed512c84cada8637cd828f410d5_70)] | | | [removed: [56](#i00cc5124525d4aefb8680851efd44d58_67)] [added: [58](#ie625fed512c84cada8637cd828f410d5_70)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i00cc5124525d4aefb8680851efd44d58_70)] [added: Data](#ie625fed512c84cada8637cd828f410d5_73)] | | | [removed: [58](#i00cc5124525d4aefb8680851efd44d58_70)] [added: [60](#ie625fed512c84cada8637cd828f410d5_73)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i00cc5124525d4aefb8680851efd44d58_169)] [added: Disclosure](#ie625fed512c84cada8637cd828f410d5_175)] | | | [removed: [113](#i00cc5124525d4aefb8680851efd44d58_169)] [added: [115](#ie625fed512c84cada8637cd828f410d5_175)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i00cc5124525d4aefb8680851efd44d58_172)] [added: Procedures](#ie625fed512c84cada8637cd828f410d5_178)] | | | [removed: [113](#i00cc5124525d4aefb8680851efd44d58_172)] [added: [115](#ie625fed512c84cada8637cd828f410d5_178)] | | |

| Item 9B. | | | [Other [removed: Information](#i00cc5124525d4aefb8680851efd44d58_175)] [added: Information](#ie625fed512c84cada8637cd828f410d5_181)] | | | [removed: [113](#i00cc5124525d4aefb8680851efd44d58_175)] [added: [115](#ie625fed512c84cada8637cd828f410d5_181)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i00cc5124525d4aefb8680851efd44d58_178)] [added: Inspections](#ie625fed512c84cada8637cd828f410d5_184)] | | | [removed: [113](#i00cc5124525d4aefb8680851efd44d58_175)] [added: [115](#ie625fed512c84cada8637cd828f410d5_181)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i00cc5124525d4aefb8680851efd44d58_184)] [added: Governance](#ie625fed512c84cada8637cd828f410d5_190)] | | | [removed: [114](#i00cc5124525d4aefb8680851efd44d58_184)] [added: [116](#ie625fed512c84cada8637cd828f410d5_190)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i00cc5124525d4aefb8680851efd44d58_187)] [added: Compensation](#ie625fed512c84cada8637cd828f410d5_193)] | | | [removed: [114](#i00cc5124525d4aefb8680851efd44d58_187)] [added: [116](#ie625fed512c84cada8637cd828f410d5_193)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i00cc5124525d4aefb8680851efd44d58_190)] [added: Matters](#ie625fed512c84cada8637cd828f410d5_196)] | | | [removed: [114](#i00cc5124525d4aefb8680851efd44d58_190)] [added: [116](#ie625fed512c84cada8637cd828f410d5_196)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i00cc5124525d4aefb8680851efd44d58_193)] [added: Independence](#ie625fed512c84cada8637cd828f410d5_199)] | | | [removed: [114](#i00cc5124525d4aefb8680851efd44d58_193)] [added: [116](#ie625fed512c84cada8637cd828f410d5_199)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i00cc5124525d4aefb8680851efd44d58_196)] [added: Services](#ie625fed512c84cada8637cd828f410d5_202)] | | | [removed: [114](#i00cc5124525d4aefb8680851efd44d58_196)] [added: [116](#ie625fed512c84cada8637cd828f410d5_202)] | | |

| Item 15. | | | [removed: [Exhibits, Financial] [added: [Exhibits](#ie625fed512c84cada8637cd828f410d5_208) [and](#ie625fed512c84cada8637cd828f410d5_208) [Financial] Statement [removed: Schedules](#i00cc5124525d4aefb8680851efd44d58_202)] [added: Schedules](#ie625fed512c84cada8637cd828f410d5_208)] | | | [removed: [116](#i00cc5124525d4aefb8680851efd44d58_202)] [added: [117](#ie625fed512c84cada8637cd828f410d5_208)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i00cc5124525d4aefb8680851efd44d58_211)] [added: Summary](#ie625fed512c84cada8637cd828f410d5_217)] | | | [removed: [121](#i00cc5124525d4aefb8680851efd44d58_211)] [added: [123](#ie625fed512c84cada8637cd828f410d5_217)] | | |

| [PART I](#ie625fed512c84cada8637cd828f410d5_10) | | | | | | | | |

| [PART II](#ie625fed512c84cada8637cd828f410d5_34) | | | | | | | | |

| [PART III](#ie625fed512c84cada8637cd828f410d5_187) | | | | | | | | |

| [PART IV](#ie625fed512c84cada8637cd828f410d5_205) | | | | | | | | |

| [Signatures](#ie625fed512c84cada8637cd828f410d5_220) | | | | | | [124](#ie625fed512c84cada8637cd828f410d5_220) | | |

| [PART I](#i00cc5124525d4aefb8680851efd44d58_10) | | | | | | | | |

| [PART II](#i00cc5124525d4aefb8680851efd44d58_31) | | | | | | | | |

| [PART III](#i00cc5124525d4aefb8680851efd44d58_181) | | | | | | | | |

| [PART IV](#i00cc5124525d4aefb8680851efd44d58_199) | | | | | | | | |

| [Signatures](#i00cc5124525d4aefb8680851efd44d58_214) | | | | | | [122](#i00cc5124525d4aefb8680851efd44d58_214) | | |

Our information security program is founded on principles and standards of the National Institute of Standards and Technology Framework for Improving Critical Infrastructure Cybersecurity issued by the U.S. [removed: government.][added: government and is integrated into our overall enterprise risk management system.]

The results of these assessments and audits help inform decisions to make program adjustments and [removed: ensure that] [added: evaluate whether] the program’s security objectives are effective and up to date.

We have implemented security monitoring capabilities, designed to alert us to suspicious activity and have developed an incident response program that includes periodic coordinated response exercises designed to restore business operations as quickly and as orderly as [removed: possible] [added: practicable] in the event of a breach.

| Other(4) | | | | | | [removed: 96] [added: 53] | | | | | | Located in Las Vegas, Nevada, and Everett, Massachusetts. | | |

(4)Includes approximately 38 acres of land on the Las Vegas Strip directly across from Wynn Las Vegas, and approximately [removed: 52] [added: 15] acres of land adjacent to Encore Boston Harbor in Everett, Massachusetts.

In addition, includes approximately 6 acres of land adjacent to Encore Boston Harbor in Everett, Massachusetts, upon which the Company is currently constructing a phased development which will include a theater, entertainment venues, gaming facilities, food and beverage facilities, a parking garage, and a pedestrian bridge to Encore Boston Harbor.

There were approximately [removed: 159] [added: 129] holders of record of our common stock as of February [removed: 14, 2024.][added: 4, 2025.]

The following table summarizes the share repurchases made by the Company during the three months ended December 31, [removed: 2023:][added: 2024:]

(1)Shares purchased in October [removed: 2023,] [added: 2024,] November [removed: 2023,] [added: 2024,] and December [removed: 2023] [added: 2024] include [removed: 2,258, 18,826] [added: 830, 7,737] and [removed: 2,090] [added: 355] shares, respectively, purchased in satisfaction of employee tax withholding obligations [removed: on vested] [added: in connection with the vesting of] restricted stock [removed: relating to] [added: awards granted under] our stock incentive plans.

Refer to [removed: Note 13, "Stock-Based Compensation"] [added: Item 8, "Financial Statements and Supplementary Data"] for additional details on our stock incentive plans.

[removed: (2)In] [added: (2)On] April [added: 20,] 2016, the Company announced that the Board of Directors authorized an equity repurchase program of up to $1.0 billion of our common stock, with no expiration.

The [removed: Company is not obligated to make any repurchases,] [added: repurchase authorization has no expiration date,] and the [added: equity] repurchase program may be [added: suspended,] discontinued [added: or accelerated] at any time.

Any shares acquired are [added: expected to be] held as treasury shares and available for general corporate purposes.

The performance graph assumes that $100 was invested on December 31, [removed: 2018] [added: 2019] in each of the Company's common stock, the S&P 500 and the Dow Jones US Gambling Index, and that all dividends were reinvested.

[removed: ][added: ]

Dividends

During the year ended December 31, 2024, cash dividends of approximately $111.1 million were paid to holders of our common stock.

Any decision to declare and pay dividends on our common stock in the future, including the timing and amount of any such dividends, will be made at the discretion of our Board of Directors and will depend on, among things, our results of operations, financial conditions, cash requirements, contractual restrictions and other factors deemed relevant at the time.

| October 1, 2024 to October 31, 2024 | | | | | | 135,421 | | | | | | $ | 98.58 | | | | | 134,591 | | | | | | $ | 234,419 | |

| November 1, 2024 to November 30, 2024 | | | | | | 912,043 | | | | | | $ | 91.74 | | | | | 904,306 | | | | | | $ | 917,001 | |

| December 1, 2024 to December 31, 2024 | | | | | | 1,105,124 | | | | | | $ | 94.16 | | | | | 1,104,769 | | | | | | $ | 813,000 | |

On November 1, 2024, the Company’s Board of Directors authorized the Company to repurchase a total of up to $1.0 billion of the Company’s outstanding shares of common stock, increasing the previously available repurchase authorization by approximately $766 million.

The equity repurchase program authorizes discretionary repurchases by the Company from time to time through open market purchases, including pursuant to plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, privately negotiated transactions, accelerated share repurchases, or block trades, subject to market conditions, applicable legal requirements and other factors.

| October 1, 2023 to October 31, 2023 | | | | | | 408,562 | | | | | | $ | 88.53 | | | | | 406,304 | | | | | | $ | 536,704 | |

| November 1, 2023 to November 30, 2023 | | | | | | 609,622 | | | | | | $ | 86.48 | | | | | 590,796 | | | | | | $ | 485,704 | |

| December 1, 2023 to December 31, 2023 | | | | | | 614,615 | | | | | | $ | 85.49 | | | | | 612,525 | | | | | | $ | 433,359 | |

Under the program, repurchases may be made at the discretion of the Company from time to time on the open market or in privately negotiated transactions.

| [Reports of Independent Registered Public Accounting [removed: Firm](#i00cc5124525d4aefb8680851efd44d58_73)] [added: Firm](#ie625fed512c84cada8637cd828f410d5_76)] (PCAOB ID: 42) | | | [removed: [59](#i00cc5124525d4aefb8680851efd44d58_73)] [added: [61](#ie625fed512c84cada8637cd828f410d5_76)] | | |

| [Consolidated Balance [removed: Sheets](#i00cc5124525d4aefb8680851efd44d58_82)] [added: Sheets](#ie625fed512c84cada8637cd828f410d5_85)] | | | [removed: [62](#i00cc5124525d4aefb8680851efd44d58_82)] [added: [64](#ie625fed512c84cada8637cd828f410d5_85)] | | |

| [Consolidated Statements of [removed: Operations](#i00cc5124525d4aefb8680851efd44d58_85)] [added: Operations](#ie625fed512c84cada8637cd828f410d5_88)] | | | [removed: [63](#i00cc5124525d4aefb8680851efd44d58_85)] [added: [65](#ie625fed512c84cada8637cd828f410d5_88)] | | |

| [Consolidated Statements of [removed: Comprehensive](#i00cc5124525d4aefb8680851efd44d58_88) [Income (](#i00cc5124525d4aefb8680851efd44d58_88)[Loss](#i00cc5124525d4aefb8680851efd44d58_88))] [added: Comprehensive Income (Loss](#ie625fed512c84cada8637cd828f410d5_91))] | | | [removed: [64](#i00cc5124525d4aefb8680851efd44d58_88)] [added: [66](#ie625fed512c84cada8637cd828f410d5_91)] | | |

| [Consolidated Statements of [removed: Stockholders’](#i00cc5124525d4aefb8680851efd44d58_91) [Deficit](#i00cc5124525d4aefb8680851efd44d58_91)] [added: Stockholders’ Deficit](#ie625fed512c84cada8637cd828f410d5_94)] | | | [removed: [65](#i00cc5124525d4aefb8680851efd44d58_91)] [added: [67](#ie625fed512c84cada8637cd828f410d5_94)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i00cc5124525d4aefb8680851efd44d58_94)] [added: Flows](#ie625fed512c84cada8637cd828f410d5_97)] | | | [removed: [66](#i00cc5124525d4aefb8680851efd44d58_94)] [added: [68](#ie625fed512c84cada8637cd828f410d5_97)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i00cc5124525d4aefb8680851efd44d58_97)] [added: Statements](#ie625fed512c84cada8637cd828f410d5_100)] | | | [removed: [67](#i00cc5124525d4aefb8680851efd44d58_97)] [added: [69](#ie625fed512c84cada8637cd828f410d5_100)] | | |

| [Quarterly Consolidated Financial Information [removed: (Unaudited)](#i00cc5124525d4aefb8680851efd44d58_166)] [added: (Unaudited)](#ie625fed512c84cada8637cd828f410d5_172)] | | | [removed: [112](#i00cc5124525d4aefb8680851efd44d58_166)] [added: [114](#ie625fed512c84cada8637cd828f410d5_172)] | | |

[removed: [Table](#i00cc5124525d4aefb8680851efd44d58_7) [of Contents](#i00cc5124525d4aefb8680851efd44d58_7)][added: [Table of Contents](#ie625fed512c84cada8637cd828f410d5_7)[](#ie625fed512c84cada8637cd828f410d5_7)[](#ie625fed512c84cada8637cd828f410d5_7)[](#ie625fed512c84cada8637cd828f410d5_7)]

We have audited Wynn Resorts, Limited and subsidiaries’ internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

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, [removed: 2023,] [added: 2024,] 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, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 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, [removed: 2023,] [added: 2024,] and the related notes and financial statement schedule listed in the Index at Item 15(a)2 and our report dated February [removed: 23, 2024] [added: 13, 2025] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of Wynn Resorts, Limited and subsidiaries (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 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, [removed: 2023,] [added: 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”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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, [removed: 2023,] [added: 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 [removed: 23, 2024] [added: 13, 2025] expressed an unqualified opinion thereon.

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

| [added: | | |] Valuation of Deferred Tax Assets | | | [removed: | | |]

| *Description of the Matter* | | | As more fully described in Note 14 to the consolidated financial statements, at December 31, [removed: 2023,] [added: 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 [removed: $2.2] [added: $1.5] billion reduced by a [removed: $1.3 billion] [added: $604.6 million] valuation allowance. Deferred tax assets are reduced by a valuation allowance if, based on the weight of all available evidence, in management’s judgment it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. [removed: During the year ended December 31, 2023, the Company released $1.1 billion of its previously recorded valuation allowance. The Company considered the achievement of sustained profitability and cumulative income in the U.S., as well as forecasted income and tax planning strategies to be significant forms of positive evidence. The Company determined that the positive evidence outweighed the negative evidence and supported a release of a portion of the valuation allowance.] Auditing management’s assessment of the realizability of the Company’s deferred tax assets involved complex judgments due to the significant estimation required in measuring [removed: the future utilization of] deferred tax assets. [removed: These] [added: The measurement of] deferred tax assets [removed: are] [added: is] affected by [added: significant] assumptions, including forecasted domestic and foreign-sourced income and related [removed: inter-company] [added: intercompany] royalties, the amount of interest expense and other expenses allocated to foreign sourced income and the execution of tax planning strategies. Fluctuations in actual results from those forecasted can have a material impact on the [removed: recoverability] [added: measurement] of [removed: these] deferred tax assets. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over management’s process for evaluating the realization of the Company’s deferred tax assets, including controls over management’s review of its [removed: forecasted income and] significant assumptions described above and identification and use of available tax planning strategies. To test the valuation of deferred tax assets, we performed audit procedures that included, among others, assessing methodologies and testing the significant assumptions [removed: discussed] [added: 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. | | |

| | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | |

| Cash and cash equivalents | | | $ | [removed: 2,879,186] [added: 2,426,155] | | | | | $ | [removed: 3,650,440] [added: 2,879,186] | |

| Restricted cash | | | [removed: 18] [added: —] | | | | | | [removed: 4,819] [added: 18] | | |

| Investments | | | [removed: 845,192] [added: —] | | | | | | [removed: —] [added: 845,192] | | |

| Accounts receivable, net of allowance for credit losses of [removed: $40,075] [added: $37,694] and [removed: $78,842] [added: $40,075] | | | [removed: 341,712] [added: 324,016] | | | | | | [removed: 216,033] [added: 341,712] | | |

| Inventories | | | [removed: 75,552] [added: 75,783] | | | | | | [removed: 70,094] [added: 75,552] | | |

| Prepaid expenses and other | | | [removed: 99,961] [added: 95,725] | | | | | | [removed: 88,201] [added: 99,961] | | |

| Total current assets | | | [removed: 4,241,621] [added: 2,921,679] | | | | | | [removed: 4,029,587] [added: 4,241,621] | | |

| Property and equipment, net | | | [removed: 6,688,479] [added: 6,521,283] | | | | | | [removed: 6,896,060] [added: 6,688,479] | | |

| Restricted cash | | | [removed: 90,208] [added: 95,638] | | | | | | [removed: 127,731] [added: 90,208] | | |

| Goodwill and intangible assets, net | | | [removed: 329,708] [added: 273,062] | | | | | | [removed: 245,253] [added: 329,708] | | |

| Operating lease assets | | | [removed: 1,832,896] [added: 1,797,276] | | | | | | [removed: 1,853,164] [added: 1,832,896] | | |

| Deferred income taxes, net | | | [removed: 500,877] [added: 507,716] | | | | | | [removed: —] [added: 500,877] | | |

| Other assets | | | [removed: 312,434] [added: 861,309] | | | | | | [removed: 263,305] [added: 312,434] | | |

| [removed: Total assets] [added: Total] | | | $ | [added: 12,977,963 | | | | | $ |] 13,996,223 | | | | | $ | 13,415,100 | |

| Accounts and construction payables | | | $ | [removed: 208,263] [added: 205,146] | | | | | $ | [removed: 197,474] [added: 208,263] | |

| Customer deposits | | | [removed: 543,288] [added: 508,651] | | | | | | [removed: 506,148] [added: 543,288] | | |

| Gaming taxes payable | | | [removed: 172,832] [added: 171,983] | | | | | | [removed: 44,967] [added: 172,832] | | |

| Accrued compensation and benefits | | | [removed: 212,645] [added: 229,305] | | | | | | [removed: 187,160] [added: 212,645] | | |

| Accrued interest | | | [removed: 141,902] [added: 132,510] | | | | | | [removed: 135,630] [added: 141,902] | | |

| Current portion of long-term debt | | | [removed: 709,593] [added: 41,250] | | | | | | [removed: 547,543] [added: 709,593] | | |

February 13, 2025

February 13, 2025

| | | | 2024 | | | | | | 2023 | | |

| Total assets | | | $ | 12,977,963 | | | | | $ | 13,996,223 | |

| Interest income | | | 130,342 | | | | | | 175,785 | | | | | | 29,758 | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 501,078 | | | | | | 501,078 | | | | | | 138,638 | | | | | | 639,716 | | |

| Currency translation adjustment | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (9,106) | | | | | | — | | | | | | (9,106) | | | | | | (3,594) | | | | | | (12,700) | | |

| Exercise of stock options | | | 17,285 | | | | | | — | | | | | | — | | | | | | 1,017 | | | | | | — | | | | | | — | | | | | | 1,017 | | | | | | — | | | | | | 1,017 | | |

| Issuance of restricted stock | | | 597,633 | | | | | | 6 | | | | | | — | | | | | | 8,009 | | | | | | — | | | | | | — | | | | | | 8,015 | | | | | | 38 | | | | | | 8,053 | | |

| Cash dividends declared | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (111,115) | | | | | | (111,115) | | | | | | (28,779) | | | | | | (139,894) | | |

| Transactions with subsidiary minority shareholders | | | — | | | | | | — | | | | | | — | | | | | | (11,643) | | | | | | — | | | | | | — | | | | | | (11,643) | | | | | | 11,643 | | | | | | — | | |

| Stock-based compensation | | | — | | | | | | — | | | | | | — | | | | | | 54,256 | | | | | | — | | | | | | — | | | | | | 54,256 | | | | | | 4,152 | | | | | | 58,408 | | |

| Balances, December 31, 2024 | | | 107,821,567 | | | | | | $ | 1,336 | | | | | $ | (2,241,607) | | | | | $ | 3,698,800 | | | | | $ | (5,700) | | | | | $ | (1,676,990) | | | | | $ | (224,161) | | | | | $ | (744,442) | | | | | $ | (968,603) | |

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| Depreciation and amortization | | | 658,895 | | | | | | 687,270 | | | | | | 692,318 | | |

| Loss on debt financing transactions | | | 2,913 | | | | | | 12,683 | | | | | | — | | |

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

| Impairment of goodwill and intangible assets | | | — | | | | | | 94,490 | | | | | | 48,036 | | |

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

| Proceeds from maturity of investments | | | 850,000 | | | | | | — | | | | | | — | | |

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.

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

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

the expected lease term.

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

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

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.

| | | | 2024 | | | | | | 2023 | | |

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

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

| | | | 2024 | | | | | | 2023 | | |

| | | | 361,710 | | | | | | 381,787 | | |

| | | | $ | 324,016 | | | | | $ | 341,712 | |

| | | | 2024 | | | | | | 2023 | | |

| Provision for credit losses | | | 4,986 | | | | | | (3,964) | | |

| | | | 2024 | | | | | | 2023 | | |

| | | | 13,580,797 | | | | | | 13,272,430 | | |

| | | | $ | 6,521,283 | | | | | $ | 6,688,479 | |

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.

February 23, 2024

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balances, January 1, 2021 | | | 107,888,336 | | | | | | $ | 1,235 | | | | | $ | (1,422,531) | | | | | $ | 2,598,115 | | | | | $ | 3,604 | | | | | $ | (1,532,420) | | | | | $ | (351,997) | | | | | $ | (385,320) | | | | | $ | (737,317) | |

| Net loss | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (755,786) | | | | | | (755,786) | | | | | | (256,204) | | | | | | (1,011,990) | | |

| Currency translation adjustment | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,400 | | | | | | — | | | | | | 2,400 | | | | | | 1,077 | | | | | | 3,477 | | |

| Issuance of common stock, net of $17.7 million underwriter discounts, commissions and other expenses | | | 7,475,000 | | | | | | 75 | | | | | | — | | | | | | 841,821 | | | | | | — | | | | | | — | | | | | | 841,896 | | | | | | — | | | | | | 841,896 | | |

| Issuance of restricted stock | | | 518,191 | | | | | | 4 | | | | | | — | | | | | | 5,897 | | | | | | — | | | | | | — | | | | | | 5,901 | | | | | | 370 | | | | | | 6,271 | | |

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

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

| Proceeds from issuance of subsidiary common stock | | | — | | | | | | 2,895 | | | | | | 4,662 | | |

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

The Company also holds an approximately 97% interest in, and consolidates, Wynn Interactive Ltd. ("Wynn Interactive"), through which it operates online sports betting, gaming, and social casino businesses.

*Wynn Interactive*

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

and losses as a separate component of other comprehensive income.

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

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

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

on its relative standalone selling price.

During the year ended December 31, 2022, the Company incurred pre-opening expenses primarily in connection with reconfiguring the theater space at Wynn Las Vegas to host an exclusive theatrical production, *Awakening.* During the year ended December 31, 2021, the Company incurred pre-opening expenses primarily in connection with restaurant remodels at our Las Vegas Operations.

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

| | | | 381,787 | | | | | | 294,875 | | |

| | | | $ | 341,712 | | | | | $ | 216,033 | |

amounts of cash collections with respect to receivables could change.

| | | | 13,272,430 | | | | | | 12,947,460 | | |

| | | | $ | 6,688,479 | | | | | $ | 6,896,060 | |

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

| | | | 82,216 | | | | | | 90,062 | | |

| | | | 32,353 | | | | | | 56,274 | | |

| Foreign currency translation | | | — | | | | | | (1,457) | | |

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

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

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

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

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

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

In December 2022, Wynn Resorts (Macau) S.A. ("Wynn Macau SA"), an indirect subsidiary of Wynn Resorts, Limited, entered into a definitive gaming concession contract (the "Gaming Concession Contract") with the Macau government, pursuant to which Wynn Macau SA was granted a 10-year gaming concession commencing on January 1, 2023 and expiring on December 31, 2032, to operate games of chance at Wynn Palace and Wynn Macau.

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

The fixed portion of the premium is composed of an annual amount equal to MOP30.0 million (approximately $3.7 million).

Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

Based on our assessment, management believes that, as of December 31, [removed: 2023,] [added: 2024,] our internal control over financial reporting was effective based on those criteria.

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] has been audited by Ernst & Young, LLP, an independent registered public accounting firm.

Their [added: attestation] report appears under "Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting."

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, [removed: 2023] [added: 2024] that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

None of the Company's directors or officers (as defined in Section 16 of the Exchange Act) adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (each as defined in Item 408(a) and (c) of Regulation S-K) during the Company’s fiscal quarter ended December 31, [removed: 2023.][added: 2024.]

[Table](#ie625fed512c84cada8637cd828f410d5_7) [of Contents](#ie625fed512c84cada8637cd828f410d5_7)

The information required by this item will be contained in the Registrant's definitive Proxy Statement for its [removed: 2024] [added: 2025] Annual [removed: Stockholder] Meeting [added: of Shareholders] to be filed with the Securities and Exchange Commission within 120 days after December 31, [removed: 2023] [added: 2024] (the [removed: "2024] [added: "2025] Proxy Statement") under the captions "Election of Directors," "Executive Officers," "Governance" and "Delinquent Section 16(a) Reports," [removed: Beneficial Ownership Reporting Compliance,"] and is incorporated herein by reference.

In the event we determine to amend [removed: or waive] certain provisions of this Code, [added: or the Board of Directors grants any waivers of its requirements for any of our directors or executive officers,] we intend to disclose such amendments or waivers on our website at https://wynnresortslimited.gcs-web.com/corporate-governance/code-business-conduct-and-ethics [removed: within four business days following such amendment or waiver or as otherwise] [added: to the extent] required by the Nasdaq listing standards.

The information called for by this item will be contained in the [removed: 2024] [added: 2025] Proxy Statement under the captions "Non-Employee Director Compensation Table," "Compensation Committee Report," "Executive Compensation Tables," "Summary Compensation Table" and "Compensation Discussion and Analysis" and is incorporated herein by reference.

Although the Compensation Committee Report is being incorporated herein by reference, it shall not be deemed to be "filed" for purposes of Section 18 of the [removed: Securities] Exchange [removed: Act of 1934.][added: Act.]

Certain information required by this item will be contained in the [removed: 2023] [added: 2025] Proxy Statement under the caption "Certain Beneficial Ownership and [removed: Management,"] [added: Management"] and is incorporated herein by reference.

| Plan Category | | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | | | | | | Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights (b) | | | | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans [added: (Excluding Securities Reflected in Column (a))] (c) | | |

| Equity compensation plans approved by security holders | | | [removed: 23,985] [added: 6,700] | | | | | | $ | [removed: 61.48] [added: 68.25] | | | | | [removed: 1,585,472] [added: 3,000,262] | | |

| Total | | | 6,700 | | | | | | $ | 68.25 | | | | | 3,000,262 | | |

| Total | | | 23,985 | | | | | | $ | 61.48 | | | | | 1,585,472 | | |

Certain information required by this item will be contained in the 2024 Proxy Statement under the caption "Certain Beneficial Ownership and Management," and is incorporated herein by reference.

The information called for by this item will be contained in the [removed: 2024] [added: 2025] Proxy Statement under the [removed: caption] [added: captions] "Certain Relationships and [removed: Transactions,"] [added: Transactions"] and [removed: "Governance,"] [added: "Governance"] and is incorporated herein by reference.

The information called for by this item will be contained in the [removed: 2024] [added: 2025] Proxy Statement under the caption "Ratification of Appointment of Registered Public Accounting [removed: Firm,"] [added: Firm"] and is incorporated herein by reference.

[Table](#ie625fed512c84cada8637cd828f410d5_7) [of Contents](#ie625fed512c84cada8637cd828f410d5_7)

- Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022][added: 2023]

- Consolidated Statements of Operations for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021][added: 2022]

- Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021][added: 2022]

- Consolidated Statements of Stockholders' Deficit for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021][added: 2022]

- Consolidated Statements of Cash Flows for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021][added: 2022]

| 3.1 | | | | | | [Third Amended and Restated Articles of Incorporation of the [removed: Registrant.](http://www.sec.gov/Archives/edgar/data/1174922/000117492215000044/ex-31.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1174922/000117492215000044/ex-31.htm)] | | | 10-Q | | | | | | 5/8/2015 | | |

| 4.1.0 | | | | | | [Specimen certificate for shares of Common Stock, $0.01 par value per share of the [removed: Registrant.](http://www.sec.gov/Archives/edgar/data/1174922/000091205702037826/a2089719zex-4_1.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1174922/000091205702037826/a2089719zex-4_1.htm)] | | | S-1 | | | | | | 10/7/2002 | | |

| 4.1.1 | | | | | | [Indenture, dated as of April 14, 2020, by and among Wynn Resorts Finance, LLC, and Wynn Resorts Capital Corp., as joint and several obligors and the Guarantors named therein and U.S. Bank National Association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1174922/000117492220000085/ex41-wynnresortsfinanc.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/1174922/000117492220000085/ex41-wynnresortsfinanc.htm)] | | | 10-Q | | | | | | 5/8/2020 | | |

| 4.2 | | | | | | [Description of Registrant's Securities.](https://www.sec.gov/Archives/edgar/data/1174922/000117492224000046/ex42-descriptionofregistra.htm) | | | 10-K | | | | | | [removed: *] [added: 2/23/2024] | | |

| 4.3 | | | | | | [Indenture, dated as of May 22, 2013, by and among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors named therein and U.S. Bank National Association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1174922/000119312513231532/d542917dex41.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/1174922/000119312513231532/d542917dex41.htm)] | | | 8-K | | | | | | 5/22/2013 | | |

| 4.4 | | | | | | [Supplemental Indenture, dated as of February 18, 2015, to Indenture, dated as of May 22, 2013, by and among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors named therein and U.S. Bank National Association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1174922/000117492215000021/ex410-supplementalindentur.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/1174922/000117492215000021/ex410-supplementalindentur.htm)] | | | 10-K | | | | | | 3/2/2015 | | |

| 4.5 | | | | | | [Second Supplemental Indenture, dated as of March 20, 2018, to Indenture, dated as of May 22, 2013, by and among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the guarantors party thereto and U.S. Bank National [removed: Association.](http://www.sec.gov/Archives/edgar/data/1174922/000117492218000042/ex41x032118x8k.htm)] [added: Association.](https://www.sec.gov/Archives/edgar/data/1174922/000117492218000042/ex41x032118x8k.htm)] | | | 8-K | | | | | | 3/21/2018 | | |

| 4.6 | | | | | | [Indenture, dated as of February 18, 2015, by and among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors named therein and U.S. Bank National Association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1174922/000117492215000017/ex41-indenture.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/1174922/000117492215000017/ex41-indenture.htm)] | | | 8-K | | | | | | 2/18/2015 | | |

| 4.7 | | | | | | [Indenture, dated as of May 11, 2017, by and among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors named therein and U.S. Bank National Association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1174922/000117492217000107/ex41x8k51117.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/1174922/000117492217000107/ex41x8k51117.htm)] | | | 8-K | | | | | | 5/11/2017 | | |

| 4.8 | | | | | | [Indenture, dated as of September 20, 2017, by and between Wynn Macau, Limited and Deutsche Bank Trust Company Americas, as trustee, relating to senior notes due [removed: 2024.](http://www.sec.gov/Archives/edgar/data/1174922/000117492217000177/ex10x3-20170930.htm)] [added: 2024.](https://www.sec.gov/Archives/edgar/data/1174922/000117492217000177/ex10x3-20170930.htm)] | | | 10-Q | | | | | | 11/8/2017 | | |

| 4.9 | | | | | | [Indenture, dated as of September 20, 2017, by and between Wynn Macau, Limited and Deutsche Bank Trust Company Americas, as trustee, relating to senior notes due [removed: 2027.](http://www.sec.gov/Archives/edgar/data/1174922/000117492217000177/ex10x4-20170930.htm)] [added: 2027.](https://www.sec.gov/Archives/edgar/data/1174922/000117492217000177/ex10x4-20170930.htm)] | | | 10-Q | | | | | | 11/8/2017 | | |

| 4.11 | | | | | | [Indenture, dated as of September 20, 2019, by and among Wynn Resorts Finance, LLC, and Wynn Resorts Capital Corp., as joint and several obligors and the Guarantors named therein and U.S. Bank National Association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1174922/000117492219000115/ex41-seniornotesindent.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/1174922/000117492219000115/ex41-seniornotesindent.htm)] | | | 10-Q | | | | | | 11/6/2019 | | |

| 4.13 | | | | | | [Trust Deed, dated as of March 7, 2023, by and between Wynn Macau, Limited and DB Trustees (Hong Kong) Limited, as trustee, relating to convertible bonds due 2029 convertible into ordinary shares of Wynn Macau, [removed: Limite](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000060/ex41trustdeed.htm)[d.](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000060/ex41trustdeed.htm)] [added: Limited.](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000060/ex41trustdeed.htm)] | | | 8-K | | | | | | 3/7/2023 | | |

| 4.14 | | | | | | [Agency Agreement, dated as of March 7, 2023, by and between Wynn Macau, Limited, DB Trustees (Hong Kong) Limited, as trustee, and Deutsche Bank Trust Company Americas, as principal paying agent, principal conversion agent, transfer agent and registrar, relating to convertible bonds due 2029 convertible into ordinary shares of Wynn Macau, [removed: Limited](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000060/ex42-agencyagreement.htm)[.](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000060/ex42-agencyagreement.htm)] [added: Limited.](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000060/ex42-agencyagreement.htm)] | | | 8-K | | | | | | 3/7/2023 | | |

| 10.1.0 | | | | | | [Credit Agreement, dated as of September 20, 2019, by and among Wynn Resorts Finance, LLC, as borrower, the subsidiaries of borrower party hereto, as guarantors, Deutsche Bank AG New York Branch, as administrative agent and as collateral [removed: agent.](http://www.sec.gov/Archives/edgar/data/1174922/000117492219000115/ex101-wynn2019xcredita.htm)] [added: agent.](https://www.sec.gov/Archives/edgar/data/1174922/000117492219000115/ex101-wynn2019xcredita.htm)] | | | 10-Q | | | | | | 11/6/2019 | | |

| 10.1.1 | | | | | | [Incremental Joinder Agreement No. 1, dated as of March 8, 2019, by and among Wynn Resorts, Limited, as borrower, Wynn Group Asia, Inc. and Wynn Resorts Holdings, LLC, as Guarantors, and Deutsche Bank AG New York Branch, as administrative [removed: agent.](http://www.sec.gov/Archives/edgar/data/1174922/000117492219000065/wynn-incrementaljoinderagr.htm)] [added: agent.](https://www.sec.gov/Archives/edgar/data/1174922/000117492219000065/wynn-incrementaljoinderagr.htm)] | | | 10-Q | | | | | | 5/9/2019 | | |

| 10.1.5 | | | | | | [Amendment No. 3 to Credit Agreement, dated as of May 17, 2023, by and among Wynn Resorts Finance, LLC, as borrower, the subsidiaries of borrower party hereto, as guarantors, Deutsche Bank AG New York Branch, as administrative [removed: agent](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000111/wynn-amendmentno3tocredita.htm)[.](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000111/wynn-amendmentno3tocredita.htm)] [added: agent.](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000111/wynn-amendmentno3tocredita.htm)] | | | 8-K | | | | | | 5/17/2023 | | |

| 10.1.6 | | | | | | [Exhibit A to Amendment No. 3 - Credit Agreement, dated as of September 20, 2019 (as amended by Amendment No. 1 dated as of April 10, 2020, Amendment No. 2 dated as of November 27, 2020, and Amendment No. 3 dated as of May 17, 2023), by and among Wynn Resorts Finance, LLC, as borrower, the subsidiaries of borrower party hereto, as guarantors, Deutsche Bank AG New York Branch, as administrative agent and as collateral [removed: agent](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000111/exhibitatoamendmentno3v2.htm)[.](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000111/exhibitatoamendmentno3v2.htm)[](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000111/exhibitatoamendmentno3v2.htm)] [added: agent.](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000111/exhibitatoamendmentno3v2.htm)] | | | 8-K | | | | | | 5/17/2023 | | |

| 10.2.1 | | | | | | [Common Terms Agreement Sixth Amendment Agreement, dated December 21, 2018, between, among others, Wynn Resorts (Macau) S.A. as the company and Bank of China Limited, Macau Branch as security [removed: agent.](http://www.sec.gov/Archives/edgar/data/1174922/000117492219000021/a1021-commontermsagreement.htm)] [added: agent.](https://www.sec.gov/Archives/edgar/data/1174922/000117492219000021/a1021-commontermsagreement.htm)] | | | 10-Q | | | | | | 2/28/2019 | | |

| 10.2.2 | | | | | | [Term Facility Agreement Fifth Amendment Agreement, dated December 21, 2018, by and among Wynn Resorts (Macau) S.A. and Bank of China Limited, Macau Branch as Hotel Facility Agent and Hotel Facility [removed: Lender.](http://www.sec.gov/Archives/edgar/data/1174922/000117492219000021/a1022-termfacilityagreemen.htm)] [added: Lender.](https://www.sec.gov/Archives/edgar/data/1174922/000117492219000021/a1022-termfacilityagreemen.htm)] | | | 10-Q | | | | | | 2/28/2019 | | |

| 10.2.3 | | | | | | [Revolving Credit Facility Agreement Second Amendment Agreement, dated as of December 21, 2018, by and among Wynn Resorts (Macau) S.A. and Bank of China Limited, Macau Branch as Revolving Credit Facility Agent and Revolving Credit Facility [removed: Lender.](http://www.sec.gov/Archives/edgar/data/1174922/000117492219000021/a1023-revolvingcreditfacil.htm)] [added: Lender.](https://www.sec.gov/Archives/edgar/data/1174922/000117492219000021/a1023-revolvingcreditfacil.htm)] | | | 10-Q | | | | | | 2/28/2019 | | |

| 10.2.4 | | | | | | [Common Terms Agreement Fifth Amendment Agreement, dated September 30, 2015, between, among others, Wynn Resorts (Macau) S.A. as the company and Bank of China Limited, Macau Branch as security [removed: agent.](http://www.sec.gov/Archives/edgar/data/1174922/000117492215000106/ex-101.htm)] [added: agent.](https://www.sec.gov/Archives/edgar/data/1174922/000117492215000106/ex-101.htm)] | | | 10-Q | | | | | | 11/6/2015 | | |

| 10.2.5 | | | | | | [Term Facility Agreement Fourth Amendment Agreement, dated September 30, 2015, by and among Wynn Resorts (Macau) S.A. and Bank of China Limited, Macau Branch as Hotel Facility Agent and Hotel Facility [removed: Lender.](http://www.sec.gov/Archives/edgar/data/1174922/000117492215000106/ex-102.htm)] [added: Lender.](https://www.sec.gov/Archives/edgar/data/1174922/000117492215000106/ex-102.htm)] | | | 10-Q | | | | | | 11/6/2015 | | |

| 10.2.6 | | | | | | [Revolving Credit Facility Agreement Amendment Agreement, dated as of September 30, 2015, by and among Wynn Resorts (Macau) S.A. and Bank of China Limited, Macau Branch as Revolving Credit Facility Agent and Revolving Credit Facility [removed: Lender.](http://www.sec.gov/Archives/edgar/data/1174922/000117492215000106/ex-103.htm)] [added: Lender.](https://www.sec.gov/Archives/edgar/data/1174922/000117492215000106/ex-103.htm)] | | | 10-Q | | | | | | 11/6/2015 | | |

| 10.2.7 | | | | | | [Debenture, dated as of September 14, 2004, between Wynn Resorts (Macau), S.A. and Société Générale, Hong Kong Branch as the Security [removed: Agent.](http://www.sec.gov/Archives/edgar/data/1174922/000119312504186496/dex1026.htm)] [added: Agent.](https://www.sec.gov/Archives/edgar/data/1174922/000119312504186496/dex1026.htm)] | | | 10-Q | | | | | | 11/4/2004 | | |

| 10.3.0 | | | | | | [Term Loan Agreement, dated as of July 25, 2018, by and among Wynn/CA Plaza Property Owner, LLC and Wynn/CA Property Owner, LLC, as borrowers, United Overseas Bank Limited, New York Agency, as administrative agent and lead arranger, Fifth Third Bank, as joint lead arranger, Sumitomo Mitsui Banking Corporation, as joint lead arranger, Credit Agricole Corporate and Investment Bank, as managing agent, and the lenders party [removed: thereto.](http://www.sec.gov/Archives/edgar/data/1174922/000117492218000133/ex101x072518x8k.htm)] [added: thereto.](https://www.sec.gov/Archives/edgar/data/1174922/000117492218000133/ex101x072518x8k.htm)] | | | 10-Q | | | | | | 7/30/2018 | | |

| 10.3.0.1 | | | | | | [Second Amendment to Term Loan Agreement, dated as of June 2, 2023, by and among Wynn/CA Plaza Property Owner, LLC and Wynn/CA Property Owner, LLC, as borrowers, United Overseas Bank Limited, New York Agency, as administrative agent, and the lenders party [removed: thereto](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000120/ex101-wynnretailxsecondame.htm)[.](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000120/ex101-wynnretailxsecondame.htm)[](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000120/ex101-wynnretailxsecondame.htm)] [added: thereto.](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000120/ex101-wynnretailxsecondame.htm)] | | | 8-K | | | | | | 6/5/2023 | | |

| 10.3.3 | | | | | | [Amendment and Restatement Agreement to Facility Agreement, dated as of June 27, 2023, by and among WM Cayman Holdings Limited II, as borrower, Wynn Macau, Limited, as guarantor, Bank of China Limited, Macau Branch, as agent and a syndicate of lenders party [removed: thereto](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000124/ex101-wmcaymaniirevolveram.htm)[.](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000124/ex101-wmcaymaniirevolveram.htm)[](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000124/ex101-wmcaymaniirevolveram.htm)] [added: thereto.](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000124/ex101-wmcaymaniirevolveram.htm)] | | | 8-K | | | | | | 6/30/2023 | | |

| 10.4.1 | | | | | | [Concession Contract for the Operation of Games of Chance or Other Games in Casinos in the Macau Special Administrative Region, dated June 24, 2002, between the Macau Special Administrative Region and Wynn Resorts (Macau), S.A. (English translation of Portuguese version of Concession [removed: Agreement).](http://www.sec.gov/Archives/edgar/data/1174922/000091205702032887/a2085104zex-10_24.htm)] [added: Agreement).](https://www.sec.gov/Archives/edgar/data/1174922/000091205702032887/a2085104zex-10_24.htm)] | | | 10-Q | | | | | | 8/20/2002 | | |

| 10.4.2 | | | | | | [Concession Contract for Operating Casino Gaming or Other Forms of Gaming in the Macau Special Administrative Region, dated June 24, 2002, between the Macau Special Administrative Region and Wynn Resorts (Macau), S.A. (English translation of Chinese version of Concession [removed: Agreement).](http://www.sec.gov/Archives/edgar/data/1174922/000091205702035839/a2088833zex-10_27.htm)] [added: Agreement).](https://www.sec.gov/Archives/edgar/data/1174922/000091205702035839/a2088833zex-10_27.htm)] | | | 10-Q | | | | | | 9/18/2002 | | |

| 10.4.3 | | | | | | [Unofficial English translation of Land Concession Contract between the Macau Special Administrative Region and Wynn Resorts (Macau), [removed: S.A.](http://www.sec.gov/Archives/edgar/data/1174922/000119312504130300/dex108.htm)] [added: S.A.](https://www.sec.gov/Archives/edgar/data/1174922/000119312504130300/dex108.htm)] | | | 10-Q | | | | | | 8/3/2004 | | |

| 10.4.4 | | | | | | [Land Concession Contract, published on May 2, 2012, by and among Palo Real Estate Company Limited, Wynn Resorts (Macau), S.A. and the Macau Special Administrative Region of the People's Republic of China (translated to English from traditional Chinese and [removed: Portuguese).](http://www.sec.gov/Archives/edgar/data/1174922/000119312512203005/d342364dex101.htm)] [added: Portuguese).](https://www.sec.gov/Archives/edgar/data/1174922/000119312512203005/d342364dex101.htm)] | | | 10-Q | | | | | | 5/2/2012 | | |

| 10.4.5 | | | | | | [Bank Guarantee Reimbursement Agreement, dated as of September 14, 2004, between Wynn Resorts (Macau), S.A. and Banco Nacional [removed: Ultramarino.](http://www.sec.gov/Archives/edgar/data/1174922/000119312504186496/dex1030.htm)] [added: Ultramarino.](https://www.sec.gov/Archives/edgar/data/1174922/000119312504186496/dex1030.htm)] | | | 10-Q | | | | | | 11/4/2004 | | |

| 10.5.1 | | | | | | [Corporate Allocation Agreement, dated as of September 19, 2009, by Wynn Macau, Limited and Wynn Resorts, [removed: Limited.](http://www.sec.gov/Archives/edgar/data/1174922/000117492215000021/ex10110-corporateallocatio.htm)] [added: Limited.](https://www.sec.gov/Archives/edgar/data/1174922/000117492215000021/ex10110-corporateallocatio.htm)] | | | 10-Q | | | | | | 3/2/2015 | | |

| 10.5.2 | | | | | | [Amended and Restated Corporate Allocation Agreement, dated as of September 19, 2009, by Wynn Resorts (Macau), S.A., and Wynn Resorts, [removed: Limited.](http://www.sec.gov/Archives/edgar/data/1174922/000117492215000021/ex10111-amendedandrestated.htm)] [added: Limited.](https://www.sec.gov/Archives/edgar/data/1174922/000117492215000021/ex10111-amendedandrestated.htm)] | | | 10-Q | | | | | | 3/2/2015 | | |

| 2024 | | | $ | 40,075 | | | | | 4,986 | | | | | | (7,367) | | | | | | $ | 37,694 | |

| 2024 | | | $ | 1,340,581 | | | | | 50,568 | | | | | | (786,504) | | | | | | $ | 604,645 | |

[Table](#ie625fed512c84cada8637cd828f410d5_7) [of Contents](#ie625fed512c84cada8637cd828f410d5_7)

| 4.1.4 | | | | | | [Supplemental Indenture, dated February 23, 2024, by and among Wynn Resorts Finance, LLC, and Wynn Resorts Capital Corp., as joint and several obligors and the Guarantors named therein and U.S. Bank National Association, as trustee.](https://www.sec.gov/Archives/edgar/data/1174922/000117492224000044/ex42-supplementalindenture.htm) | | | 8-K | | | | | | 2/23/2024 | | |

| 4.1.5 | | | | | | [Indenture, dated September 20, 2024, by and among Wynn Resorts Finance, LLC, and Wynn Resorts Capital Corp., as joint and several obligors and the Guarantors named therein and U.S. Bank National Association, as trustee.](https://www.sec.gov/Archives/edgar/data/1174922/000117492224000141/ex41-indenturewynnxseptemb.htm) | | | 8-K | | | | | | 9/20/2024 | | |

[Table](#ie625fed512c84cada8637cd828f410d5_7) [of Contents](#ie625fed512c84cada8637cd828f410d5_7)

| 4.15 | | | | | | [Indenture, dated September 20, 2024, by and among Wynn Resorts Finance, LLC, and Wynn Resorts Capital Corp., as joint and several obligors and the Guarantors named therein and U.S. Bank National Association, as trustee](https://www.sec.gov/Archives/edgar/data/1174922/000117492224000141/ex41-indenturewynnxseptemb.htm). | | | 8-K | | | | | | 9/20/2024 | | |

| 10.1.9 | | | | | | [Amendment No. 4 to Credit Agreement, dated as of September 16, 2024, by and among Wynn Resorts Finance, LLC, as borrower, the subsidiaries of borrower party hereto, as guarantors, Deutsche Bank AG New York Branch, as administrative agent.](https://www.sec.gov/Archives/edgar/data/1174922/000117492224000135/ex101-wrfcreditagreementam.htm) | | | 8-K | | | | | | 9/16/2024 | | |

| 10.1.10 | | | | | | [Exhibit A to Amendment No. 4 - Credit Agreement, dated as of September 20, 2019 (as amended by Amendment No. 1 dated as of April 10, 2020, Amendment No. 2 dated as of November 27, 2020, and Amendment No. 3 dated as of May 17, 2023, Amendment No. 4 dated as of September 16, 2024), by and among Wynn Resorts Finance, LLC, as borrower, the subsidiaries of borrower party hereto, as guarantors, Deutsche Bank AG New York Branch, as administrative agent and as collateral agent](https://www.sec.gov/Archives/edgar/data/1174922/000117492224000135/ex1011-exatoamendmentno4am.htm). | | | 8-K | | | | | | 9/16/2024 | | |

[Table](#ie625fed512c84cada8637cd828f410d5_7) [of Contents](#ie625fed512c84cada8637cd828f410d5_7)

| 10.2.8 | | | | | | [Second Amendment Agreement to the Existing Facility Agreement, dated as of September 20, 2024, by and among WM Cayman Holdings Limited II, as borrower, Wynn Macau, Limited, as guarantor, and Bank of China Limited, Macau Branch, as agent and a syndicate of lenders.](https://www.sec.gov/Archives/edgar/data/1174922/000117492224000143/ex101-secondamendmentagree.htm) | | | 8-K | | | | | | 9/23/2024 | | |

| 10.3.4 | | | | | | [Third Amendment to Term Loan Agreement and First Amendment to Recourse Indemnity Agreement, dated as of October 2, 2024, by and among Wynn/CA Plaza Property Owner, LLC and Wynn/CA Property Owner, LLC, as borrowers, United Overseas Bank Limited, New York Agency, as administrative agent, and the guarantors and lenders party thereto.](https://www.sec.gov/Archives/edgar/data/1174922/000117492224000150/ex101-wynnretailxthirdamen.htm) | | | 8-K | | | | | | 10/3/2024 | | |

[Table](#ie625fed512c84cada8637cd828f410d5_7) [of Contents](#ie625fed512c84cada8637cd828f410d5_7)

| 10.6.7 | | | | | | [Intellectual Property License Agreement, dated as of January 1, 2025, by and between Wynn NKH, LLC, and Wynn Macau, Limited.](https://www.sec.gov/Archives/edgar/data/1174922/000117492225000039/ex1067-wmllicenseagreement.htm) | | | 10-K | | | | | | * | | |

| 10.6.8 | | | | | | [Intellectual Property License Agreement, dated as of January 1, 2025, by and between Wynn NKH, LLC, and Wynn Resorts (Macau), S.A.](https://www.sec.gov/Archives/edgar/data/1174922/000117492225000039/ex1068-wrmsalicenseagreeme.htm) | | | 10-K | | | | | | * | | |

| 10.6.9 | | | | | | [Intellectual Property License Agreement, dated as of January 1, 2025, by and between Wynn Resorts, Holdings, LLC, Wynn Resorts, Limited and Wynn NKH, LLC.](https://www.sec.gov/Archives/edgar/data/1174922/000117492225000039/ex1069-wrhlicenseagreement.htm) | | | 10-K | | | | | | * | | |

| 10.7.1 | | | | | | [Second Amended and Restated Shareholders' Agreement, dated June 21, 2024, by and among Wynn Resorts, Limited, RAK Hospitality Holding LLC, Al Marjan Island LLC, Wynn Resorts FZ-LLC, RAK HH IR FZ-LLC, AMI Island 3 IR FZ-LLC and Island 3 AMI FZ-LLC.](https://www.sec.gov/Archives/edgar/data/1174922/000117492225000039/ex1071-secondamendedandres.htm) | | | 10-K | | | | | | * | | |

[Table](#ie625fed512c84cada8637cd828f410d5_7) [of Contents](#ie625fed512c84cada8637cd828f410d5_7)

| +10.7.5.1 | | | | | | [Employment Agreement, dated as of](https://www.sec.gov/Archives/edgar/data/1174922/000117492225000039/ex10751-jacquikrumagreement.htm) [September](https://www.sec.gov/Archives/edgar/data/1174922/000117492225000039/ex10751-jacquikrumagreement.htm) [](https://www.sec.gov/Archives/edgar/data/1174922/000117492225000039/ex10751-jacquikrumagreement.htm)[15](https://www.sec.gov/Archives/edgar/data/1174922/000117492225000039/ex10751-jacquikrumagreement.htm)[, 2024 by and between Wynn Resorts, Limited and Jacqui Krum.](https://www.sec.gov/Archives/edgar/data/1174922/000117492225000039/ex10751-jacquikrumagreement.htm) | | | 10-K | | | | | | * | | |

| +10.7.5.2 | | | | | | [First Amendment to Employment Agreement, dated as of](https://www.sec.gov/Archives/edgar/data/1174922/000117492225000039/ex10752-jacquikrumamendeda.htm) [November 25](https://www.sec.gov/Archives/edgar/data/1174922/000117492225000039/ex10752-jacquikrumamendeda.htm)[, 2024 by and between Wynn Resorts, Limited and Jacqui Krum.](https://www.sec.gov/Archives/edgar/data/1174922/000117492225000039/ex10752-jacquikrumamendeda.htm) | | | 10-K | | | | | | * | | |

| +10.9 | | | | | | [Second Amended and Restated 2014 Omnibus Incentive Plan](https://www.sec.gov/Archives/edgar/data/1174922/000117492224000101/ex101-secondamendedandrest.htm) | | | S-8 | | | | | | 8/12/2024 | | |

| 10.14 | | | | | | [Guarantee, dated as of February 5, 2025, between the Government of Ras Al Khaimah acting through the Investment and Development Office of Ras Al Khaimah and Wynn Resorts, Limited in favor of First Abu Dhabi Bank PJSC for itself and as security agent for the other Secured Parties.](https://www.sec.gov/Archives/edgar/data/1174922/000117492225000032/ex101-completionguaranteex.htm) | | | 8-K | | | | | | 2/6/2025 | | |

| 19.1 | | | | | | [Wynn Resorts, Limited Insider Trading Policy.](https://www.sec.gov/Archives/edgar/data/1174922/000117492225000039/ex191-tradingpolicyamended.htm) | | | 10-K | | | | | | * | | |

[Table](#ie625fed512c84cada8637cd828f410d5_7) [of Contents](#ie625fed512c84cada8637cd828f410d5_7)

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 2021 | | | $ | 100,329 | | | | | 29,487 | | | | | | (18,497) | | | | | | $ | 111,319 | |

| 2021 | | | $ | 2,986,684 | | | | | 142,058 | | | | | | (627,479) | | | | | | $ | 2,501,263 | |

| Dated: February [removed: 23, 2024] [added: 13, 2025] | | | | | | By: | | | /s/ Craig S. Billings | | |

| /s/ Craig S. Billings | | | | | | Director, Chief Executive Officer (Principal Executive Officer) | | | | | | February [removed: 23, 2024] [added: 13, 2025] | | |

| /s/ Julie Cameron-Doe | | | | | | Chief Financial Officer (Principal Financial and Accounting Officer) | | | | | | February [removed: 23, 2024] [added: 13, 2025] | | |

| /s/ Philip G. Satre | | | | | | Non-Executive Chair of the Board and Director | | | | | | February [removed: 23, 2024] [added: 13, 2025] | | |

| /s/ Betsy S. Atkins | | | | | | Director | | | | | | February [removed: 23, 2024] [added: 13, 2025] | | |

| /s/ Richard J. Byrne | | | | | | Director | | | | | | February [removed: 23, 2024] [added: 13, 2025] | | |

| /s/ Paul Liu | | | | | | Director | | | | | | February [removed: 23, 2024] [added: 13, 2025] | | |

| /s/ Patricia Mulroy | | | | | | Director | | | | | | February [removed: 23, 2024] [added: 13, 2025] | | |

| /s/ Margaret J. Myers | | | | | | Director | | | | | | February [removed: 23, 2024] [added: 13, 2025] | | |

| /s/ Darnell Strom | | | | | | Director | | | | | | February [removed: 23, 2024] [added: 13, 2025] | | |

| /s/ Winifred Webb | | | | | | Director | | | | | | February [removed: 23, 2024] [added: 13, 2025] | | |

[Table](#ie625fed512c84cada8637cd828f410d5_7) [of Contents](#ie625fed512c84cada8637cd828f410d5_7)