Wynn Resorts 10-Q 2026-03-31

Filed 2026-05-07. 8 sections, 168K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 000-50028

WYNN RESORTS, LIMITED

(Exact name of registrant as specified in its charter)

Nevada46-0484987
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

3131 Las Vegas Boulevard South - Las Vegas, Nevada 89109

(Address of principal executive offices) (Zip Code)

(702) 770-7555

(Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.01WYNNNasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

ClassOutstanding at April 30, 2026
Common stock, par value $0.01103,786,729

WYNN RESORTS, LIMITED AND SUBSIDIARIES

FORM 10-Q

INDEX

Part I.Financial Information
Item 1.Financial Statements
Condensed Consolidated Balance Sheets - March 31, 2026 (unaudited) and December 31, 20253
Condensed Consolidated Statements of Operations (unaudited) - Three Months Ended March 31, 2026 and 20254
Condensed Consolidated Statements of Comprehensive Income (unaudited) - Three Months Ended March 31, 2026 and 20255
Condensed Consolidated Statements of Stockholders’ Deficit (unaudited) - Three Months Ended March 31, 2026 and 20256
Condensed Consolidated Statements of Cash Flows (unaudited) - Three Months Ended March 31, 2026 and 20257
Notes to Condensed Consolidated Financial Statements (unaudited)8
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations24
Item 3.Quantitative and Qualitative Disclosures About Market Risk38
Item 4.Controls and Procedures39
Part II.Other Information
Item 1.Legal Proceedings40
Item 1A.Risk Factors40
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds40
Item 3.Default Upon Senior Securities40
Item 4.Mine Safety Disclosures40
Item 5.Other Information40
Item 6.Exhibits41
Signature42

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

March 31, 2026December 31, 2025
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents$1,187,644$1,463,442
Investments607,583601,756
Accounts receivable, net of allowance for credit losses of $50,142 and $45,645, respectively388,504402,641
Inventories91,60388,478
Prepaid expenses and other153,773127,204
Total current assets2,429,1072,683,521
Property and equipment, net6,604,2176,625,922
Long-term investments63,96267,594
Restricted cash95,73396,653
Intangible assets, net215,770224,242
Operating lease assets1,772,6911,778,052
Deferred income taxes, net400,928409,070
Investments in unconsolidated affiliates1,055,289948,156
Other assets267,601274,907
Total assets$12,905,298$13,108,117
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts and construction payables$222,887$255,307
Customer deposits498,486569,603
Gaming taxes payable207,570215,581
Accrued compensation and benefits178,333245,550
Accrued interest104,680132,772
Current portion of long-term debt547,8419,410
Other accrued liabilities196,643214,955
Total current liabilities1,956,4401,643,178
Long-term debt9,976,66410,537,402
Long-term operating lease liabilities1,635,3601,629,117
Other long-term liabilities279,174329,699
Total liabilities13,847,63814,139,396
Commitments and contingencies (Note 15)
Stockholders' deficit:
Preferred stock, par value $0.01; 40,000,000 shares authorized; zero shares issued and outstanding——
Common stock, par value $0.01; 400,000,000 shares authorized; 134,770,204 and 134,326,464 shares issued; 103,745,164 and 103,989,787 shares outstanding, respectively1,3481,343
Treasury stock, at cost; 31,025,040 and 30,336,677 shares, respectively(2,693,428)(2,621,394)
Additional paid-in capital3,834,1383,801,934
Accumulated other comprehensive income (loss)5,977(3,136)
Accumulated deficit(1,359,857)(1,454,239)
Total Wynn Resorts, Limited stockholders' deficit(211,822)(275,492)
Noncontrolling interests(730,518)(755,787)
Total stockholders' deficit(942,340)(1,031,279)
Total liabilities and stockholders' deficit$12,905,298$13,108,117

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

Three Months Ended March 31,
20262025
Operating revenues:
Casino$1,177,233$1,040,430
Rooms290,381274,521
Food and beverage259,019249,879
Entertainment, retail and other130,129135,567
Total operating revenues1,856,7621,700,397
Operating expenses:
Casino732,670634,833
Rooms89,79184,097
Food and beverage228,822200,667
Entertainment, retail and other59,71362,186
General and administrative275,204275,689
Provision for credit losses4,0571,396
Pre-opening11,7455,287
Depreciation and amortization160,527155,421
Property charges and other11,62912,232
Total operating expenses1,574,1581,431,808
Operating income282,604268,589
Other income (expense):
Interest income13,09219,359
Interest expense, net of amounts capitalized(152,362)(157,608)
Change in derivatives fair value46,770(29,539)
Other(29,434)(8,374)
Other income (expense), net(121,934)(176,162)
Income before income taxes160,67092,427
Provision for income taxes(10,132)(11,022)
Net income150,53881,405
Less: net income attributable to noncontrolling interests(30,084)(8,658)

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with, and is qualified in its entirety by, the unaudited condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements appearing in our Annual Report on Form 10-K for the year ended December 31, 2025. Unless the context otherwise requires, all references herein to the "Company," "we," "us," or "our," or similar terms, refer to Wynn Resorts, Limited, a Nevada corporation, and its consolidated subsidiaries. This discussion and analysis contains forward-looking statements. Please refer to the section below entitled "Forward-Looking Statements."

Forward-Looking Statements

We make forward-looking statements in this Quarterly Report on Form 10-Q based upon the beliefs and assumptions of our management and on information currently available to us. Forward-looking statements include, but are not limited to, information about our business strategy, development activities, competition and possible or assumed future results of operations, throughout this report and are often preceded by, followed by or include the words "may," "will," "should," "would," "could," "believe," "expect," "anticipate," "estimate," "intend," "plan," "continue" or the negative of these terms or similar expressions.

Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those we express in these forward-looking statements, including the risks and uncertainties in Item 1A — "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2025 and other factors we describe from time to time in our periodic filings with the Securities and Exchange Commission ("SEC"), such as:

  • extensive regulation of our business and the cost of compliance or failure to comply with applicable laws and regulations;

  • pending or future investigations, litigation and other disputes;

  • our dependence on key managers and employees;

  • our ability to maintain our gaming licenses and concessions and comply with applicable gaming law;

  • international relations, national security policies, anticorruption campaigns and other geopolitical events, which may impact the number of visitors to our properties and the amount of money they are willing to spend;

  • disruptions caused by, and the impact on regional demand for casino resorts and inbound tourism and the travel and leisure industry more generally from, events outside of our control, including an outbreak of an infectious disease, public incidents of violence, mass shootings, riots, demonstrations, extreme weather patterns or natural disasters, military conflicts, civil unrest, and any future security alerts or terrorist attacks;

  • public perception of our resorts and the level of service we provide;

  • our dependence on a limited number of resorts and locations for all of our cash flow and our subsidiaries' ability to pay us dividends and distributions;

  • competition in the casino/hotel and resort industries and actions taken by our competitors, including new development and construction activities of competitors;

  • our ability to maintain our customer relationships and collect and enforce gaming receivables;

  • win rates for our gaming operations;

  • construction, regulatory and other macroeconomic or geopolitical risks associated with our current and future construction projects or co-investments in such projects;

  • any violations by us of various anti-money laundering laws or the Foreign Corrupt Practices Act;

  • our compliance with environmental requirements and potential cleanup responsibility and liability as an owner or operator of property;

  • adverse incidents or adverse publicity concerning our resorts or our corporate responsibilities;

  • changes in and compliance with the gaming laws or regulations in the various jurisdictions in which we operate;

  • changes in tax laws or regulations related to taxation, including changes in the rates of taxation;

  • our collection and use of personal data and our level of compliance with applicable governmental regulations, credit card industry standards and other applicable data security standards;

  • cybersecurity risk, including cyber and physical security breaches, system failure, computer viruses, and negligent or intentional misuse by customers, company employees, or employees of third-party vendors;

  • our ability to protect our intellectual property rights;

  • labor actions and other labor problems;

  • our current and future insurance coverage levels;

  • risks specifically associated with our Macau Operations;

  • the level of our indebtedness and our ability to meet our debt service obligations (including sensitivity to fluctuations in interest rates); and

  • continued compliance with the covenants in our debt agreements.

Further information on potential factors that could affect our business, financial condition, results of operations and cash flows are included elsewhere in this report and our other filings with the SEC. You should not place undue reliance on any forward-looking statements, which are based only on information available to us at the time this statement is made. We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

Overview

We are a designer, developer, and operator of integrated resorts featuring luxury hotel rooms, high-end retail space, an array of dining and entertainment options, meeting and convention facilities, and gaming, all supported by an unparalleled focus on our guests, our people, and our community. 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 of the People's Republic of China ("Macau"), Wynn Palace and Wynn Macau (collectively, our "Macau Operations"). In Las Vegas, Nevada, we operate and, with the exception of certain retail space, own 100% of Wynn Las Vegas. 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"). We refer to Wynn Las Vegas, Encore, an expansion at Wynn Las Vegas, and the Retail Joint Venture as our Las Vegas Operations. In Everett, Massachusetts, we operate Encore Boston Harbor, an integrated resort.

The Company has a 40% equity interest in Island 3 AMI FZ-LLC ("Island 3") and affiliated ventures (collectively, the "Al Marjan Joint Venture"), which is constructing an integrated resort property ("Wynn Al Marjan Island") in Ras Al Khaimah, United Arab Emirates.

Key Operating Measures

Certain key operating measures specific to the gaming industry are included in our discussion of our operational performance for the periods for which the Condensed Consolidated Statements of Operations are presented. These key operating measures are presented as supplemental disclosures because management and/or certain investors use these measures to better understand period-over-period fluctuations in our casino and hotel operating revenues. These key operating measures are defined below:

  • Table drop in mass market for our Macau Operations is the amount of cash that is deposited in a gaming table's drop box plus cash chips purchased at the casino cage.

  • Table drop for our Las Vegas Operations is the amount of cash and net markers issued that are deposited in a gaming table's drop box.

  • Table drop for Encore Boston Harbor is the amount of cash and gross markers issued that are deposited in a gaming table's drop box.

  • Rolling chips are non-negotiable identifiable chips that are used to track turnover for purposes of calculating incentives within our Macau Operations' VIP program.

  • Turnover is the sum of all losing rolling chip wagers within our Macau Operations' VIP program.

  • Table games win is the amount of table drop or turnover that is retained and recorded as casino revenues. Table games win is before discounts, commissions and the allocation of casino revenues to rooms, food and beverage and other revenues for services provided to casino customers on a complimentary basis. Table games win does not include poker rake.

  • Slot machine win is the amount of handle (representing the total amount wagered) that is retained by us and is recorded as casino revenues. Slot machine win is after adjustment for progressive accruals and free play, but before discounts and the allocation of casino revenues to rooms, food and beverage and other revenues for services provided to casino customers on a complimentary basis.

  • Poker rake is the portion of cash wagered by patrons in our poker rooms that is retained by the casino as a service fee, after adjustment for progressive accruals, but before the allocation of casino revenues to rooms, food and beverage and other revenues for services provided to casino customers on a complimentary basis. Poker tables are not included in our measure of average number of table games.

  • Average daily rate ("ADR") is calculated by dividing total room revenues, including complimentaries (less service charges, if any), by total rooms occupied.

  • Revenue per available room ("REVPAR") is calculated by dividing total room revenues, including complimentaries (less service charges, if any), by total rooms available.

  • Occupancy is calculated by dividing total occupied rooms, including complimentary rooms, by the total rooms available.

Below is a discussion of the methodologies used to calculate win percentages at our resorts.

In our mass market operations in Macau, customers may purchase cash chips at either the gaming tables or at the casino cage. The measurements from our VIP and mass market operations are not comparable as the measurement method used in our mass market operations tracks the initial purchase of chips at the table and at the casino cage, while the measurement method from our VIP operations tracks the sum of all losing wagers. Accordingly, the base measurement from the VIP operations is much larger than the base measurement from the mass market operations. As a result, the expected win percentage with the same amount of gaming win is lower in the VIP operations when compared to the mass market operations.

In our VIP operations in Macau, customers primarily purchase rolling chips from the casino cage and can only use them to make wagers. Winning wagers are paid in cash chips. The loss of the rolling chips in the VIP operations is recorded as turnover and provides a base for calculating VIP win percentage. It is customary in Macau to measure VIP play using this rolling chip method. We typically expect our win as a percentage of turnover from these operations to be within the range of 3.1% to 3.4%.

In Las Vegas, customers purchase chips at the gaming tables in exchange for cash and markers. Customers may then redeem markers at the gaming tables or at the casino cage. The cash and markers, net of redemptions, used to purchase chips are deposited in the gaming table's drop box. This is the base of measurement that we use for calculating win percentage. Each type of table game has its own theoretical win percentage. Our expected table games win percentage is 22% to 26%.

At Encore Boston Harbor, customers purchase chips at the gaming tables in exchange for cash and markers. Customers may then redeem markers only at the casino cage. The cash and gross markers used to purchase chips are deposited in the gaming table's drop box. This is the base of measurement that we use for calculating win percentage. Each type of table game has its own theoretical win percentage. Our expected table games win percentage is 18% to 22%.

Results of Operations

Summary of first quarter 2026 results

The following table summarizes our financial results for the periods presented (dollars in thousands, except per share data):

Three Months Ended March 31,
20262025Increase/ (Decrease)Percent Change
Operating revenues$1,856,762$1,700,397$156,3659.2
Net income attributable to Wynn Resorts, Limited120,45472,74747,70765.6
Diluted net income per share1.040.690.3550.7

The increase in operating revenues for the three months ended March 31, 2026 was largely driven by increased operating revenues of $123.4 million at Wynn Palace as a result of higher VIP and mass market table games win and $36.6 million at our Las Vegas Operations due to higher table games win and higher room revenues.

The increase in net income attributable to Wynn Resorts, Limited for the three months ended March 31, 2026 was primarily attributable to a $136.8 million increase in casino revenues and a $15.9 million increase in room revenues, partially offset by an increase in operating expenses. In addition, we recorded a gain in change in derivatives fair value of $46.8 million in the three months ended March 31, 2026 compared to a loss in change in derivatives fair value of $29.5 million in the three months ended March 31, 2025.

Financial results for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Operating revenues

The following table presents our operating revenues (dollars in thousands):

Three Months Ended March 31,
20262025Increase/ (Decrease)Percent Change
Operating revenues
Macau Operations:
Wynn Palace$659,338$535,929$123,40923.0
Wynn Macau329,852329,960(108)—
Total Macau Operations989,190865,889123,30114.2
Las Vegas Operations661,909625,28536,6245.9
Encore Boston Harbor205,663209,223(3,560)(1.7)
$1,856,762$1,700,397$156,3659.2

The following table presents our casino and non-casino operating revenues (dollars in thousands):

Three Months Ended March 31,
20262025Increase/ (Decrease)Percent Change
Operating revenues
Casino revenues$1,177,233$1,040,430$136,80313.1
Non-casino revenues:
Rooms290,381274,52115,8605.8
Food and beverage259,019249,8799,1403.7
Entertainment, retail and other130,129135,567(5,438)(4.0)
Total non-casino revenues679,529659,96719,5623.0
$1,856,762$1,700,397$156,3659.2

Casino revenues for the three months ended March 31, 2026 were 63.4% of operating revenues, compared to 61.2% for the same period of 2025. Non-casino revenues for the three months ended March 31, 2026 were 36.6% of operating revenues, compared to 38.8% for the same period of 2025.

Casino revenues

Casino revenues increased primarily due to higher VIP and mass market table games volume at Wynn Palace and higher casino volumes at our Las Vegas Operations.

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

Three Months Ended March 31,
20262025Increase/ (Decrease)Percent Change
Macau Operations:
Wynn Palace:
Total casino revenues$564,917$444,508$120,40927.1
VIP:
Average number of table games5055(5)(9.1)
VIP turnover$4,316,314$4,005,041$311,2737.8
VIP table games win$134,242$104,532$29,71028.4
VIP win as a % of turnover3.11%2.61%0.50
Table games win per unit per day$29,739$21,096$8,64341.0
Mass market:
Average number of table games2752472811.3
Table drop$1,971,051$1,704,398$266,65315.6
Table games win$523,796$422,392$101,40424.0
Table games win %26.6%24.8%1.8
Table games win per unit per day$21,182$18,968$2,21411.7
Average number of slot machines7246507411.4
Slot machine handle$860,523$734,869$125,65417.1
Slot machine win$35,456$29,356$6,10020.8
Slot machine win per unit per day$544$502$428.4
Wynn Macau:
Total casino revenues$276,732$275,550$1,1820.4
VIP:
Average number of table games1230(18)(60.0)
VIP turnover$585,886$1,437,047$(851,161)(59.2)
VIP table games win$2,278$15,714$(13,436)(85.5)
VIP win as a % of turnover0.39%1.09%(0.70)
Table games win per unit per day$2,082$5,912$(3,830)(64.8)
Mass market:
Average number of table games219221(2)(0.9)
Table drop$1,903,561$1,542,885$360,67623.4
Table games win$288,126$288,549$(423)(0.1)
Table games win %15.1%18.7%(3.6)
Table games win per unit per day$14,603$14,520$830.6
Average number of slot machines90972918024.7
Slot machine handle$1,239,093$853,407$385,68645.2
Slot machine win$36,212$24,367$11,84548.6
Slot machine win per unit per day$442$372$7018.8
Three Months Ended March 31,
20262025Increase/ (Decrease)Percent Change
Las Vegas Operations:
Total casino revenues$178,191$160,993$17,19810.7
Average number of table games24123652.1
Table drop$685,300$592,527$92,77315.7
Table games win$172,406$144,061$28,34519.7
Table games win %25.2%24.3%0.9
Table games win per unit per day$7,939$6,774$1,16517.2
Average number of slot machines1,5741,590(16)(1.0)
Slot machine handle$1,815,479$1,778,087$37,3922.1
Slot machine win$120,334$123,244$(2,910)(2.4)
Slot machine win per unit per day$849$861$(12)(1.4)
Poker rake$3,799$4,332$(533)(12.3)
Encore Boston Harbor:
Total casino revenues$157,393$159,379$(1,986)(1.2)
Average number of table games172172——
Table drop$324,276$340,062$(15,786)(4.6)
Table games win$65,423$69,883$(4,460)(6.4)
Table games win %20.2%20.5%(0.3)
Table games win per unit per day$4,226$4,514$(288)(6.4)
Average number of slot machines2,7832,717662.4
Slot machine handle$1,345,079$1,357,199$(12,120)(0.9)
Slot machine win$109,580$107,482$2,0982.0
Slot machine win per unit per day$437$439$(2)(0.5)
Poker rake$5,374$5,642$(268)(4.8)

Non-casino revenues

The table below sets forth our room revenues and associated key operating measures:

Three Months Ended March 31,
20262025Increase/ (Decrease)Percent Change
Macau Operations:
Wynn Palace:
Total room revenues (dollars in thousands)$37,634$36,615$1,0192.8
Occupancy99.1%98.3%0.8
ADR$230$222$83.6
REVPAR$228$218$104.6
Wynn Macau:
Total room revenues (dollars in thousands)$21,320$23,297$(1,977)(8.5)
Occupancy99.7%99.1%0.6
ADR$223$234$(11)(4.7)
REVPAR$222$232$(10)(4.3)
Las Vegas Operations:
Total room revenues (dollars in thousands)$212,561$195,868$16,6938.5
Occupancy85.5%87.4%(1.9)
ADR$592$527$6512.3
REVPAR$506$461$459.8
Encore Boston Harbor:
Total room revenues (dollars in thousands)$18,866$18,741$1250.7
Occupancy85.8%88.1%(2.3)
ADR$366$357$92.5
REVPAR$314$315$(1)(0.3)

Room revenues increased $15.9 million, primarily due to higher ADR at our Las Vegas Operations.

Food and beverage revenues increased $9.1 million, primarily due to higher restaurant covers and average check amounts at our Las Vegas Operations.

Entertainment, retail and other revenues decreased $5.4 million, primarily as a result of lower entertainment venue sales.

Operating expenses

The table below presents operating expenses (dollars in thousands):

Three Months Ended March 31,
20262025Increase/ (Decrease)Percent Change
Operating expenses:
Casino$732,670$634,833$97,83715.4
Rooms89,79184,0975,6946.8
Food and beverage228,822200,66728,15514.0
Entertainment, retail and other59,71362,186(2,473)(4.0)
General and administrative275,204275,689(485)(0.2)
Provision for credit losses4,0571,3962,661NM
Pre-opening11,7455,2876,458NM
Depreciation and amortization160,527155,4215,1063.3
Property charges and other11,62912,232(603)(4.9)
Total operating expenses$1,574,158$1,431,808$142,3509.9

NM - Not meaningful.

The increase in total operating expenses was primarily due to the increase in casino expenses at our Macau Operations, primarily driven by an increase in gaming tax expense, and an increase in food and beverage expense at our Las Vegas Operations and Wynn Palace.

Casino expense increased $74.8 million and $11.3 million at Wynn Palace and Wynn Macau, respectively, which includes increases of $66.9 million and $5.5 million in gaming tax expense at Wynn Palace and Wynn Macau, respectively. Casino expenses increased $10.3 million at our Las Vegas Operations, primarily driven by higher payroll and related costs, including stock-based compensation expense from stock awards granted in connection with the 20th anniversary of the opening of Wynn Las Vegas ("20th Anniversary").

Rooms expense increased $4.8 million at our Las Vegas Operations, primarily related to higher payroll and related costs, including higher stock-based compensation expense as a result of stock awards granted in connection with the 20th Anniversary.

Food and beverage expense increased $8.4 million at Wynn Palace, primarily as a result of increased cost of sales, and $18.9 million at our Las Vegas Operations largely due to costs associated with new food and beverage offerings and higher payroll and related costs, including higher stock-based compensation expense as a result of stock awards granted in connection with the 20th Anniversary.

Pre-opening expense increased $6.5 million largely due to pre-opening costs associated with Wynn Al Marjan Island.

Property charges and other expenses for the three months ended March 31, 2026 consisted primarily of asset abandonments and disposals of $4.3 million and $4.1 million at our Las Vegas Operations and our Macau Operations, respectively, and contract termination costs of $1.7 million at Encore Boston Harbor. Property charges and other expenses for the three months ended March 31, 2025 consisted primarily of asset abandonments of $4.8 million at our Macau Operations and contract termination costs of $5.8 million at Encore Boston Harbor.

Other non-operating income and expenses

Interest expense, net of amounts capitalized, decreased $5.2 million, primarily as a result of capitalized interest of $17.0 million in the three months ended March 31, 2026 compared to $10.2 million capitalized in the three months ended 2025.

We recorded interest income of $13.1 million and $19.4 million in the three months ended March 31, 2026 and 2025, respectively, primarily related to interest earned on cash and cash equivalents held at financial institutions.

We incurred foreign currency remeasurement losses of $29.4 million and $8.4 million for the three months ended March 31, 2026 and 2025, respectively. The impact of the exchange rate fluctuation of the Macau pataca, in relation to the U.S. dollar, on the remeasurements of U.S. dollar denominated debt and other obligations from our Macau-related entities primarily drove the variability between periods.

We recorded a gain of $46.8 million for the three months ended March 31, 2026, from change in derivatives fair value, which includes a gain of $23.6 million related to the conversion feature on the WML Convertible Bonds and a gain of $21.7 million related to foreign currency swaps. We recorded a loss of $29.5 million for the three months ended March 31, 2025, from change in derivatives fair value, primarily related to the conversion feature on the WML Convertible Bonds and foreign currency swaps. For more information on the Company's derivative instruments, refer to Item 1—"Notes to Condensed Consolidated Financial Statements," Note 7, "Derivative Instruments."

Income taxes

We recorded an income tax expense of $10.1 million and $11.0 million for the three months ended March 31, 2026 and 2025, respectively, primarily related to our U.S.-based operating profits.

Net income attributable to noncontrolling interests

We recognized net income attributable to noncontrolling interests of $30.1 million and $8.7 million for the three months ended March 31, 2026 and 2025, respectively, primarily related to the noncontrolling interest's share of net income from WML.

Segment Information

As further described in Item 1—"Notes to Condensed Consolidated Financial Statements," Note 17, "Segment Information," we use Adjusted Property EBITDAR to manage the operating results of our segments. Adjusted Property EBITDAR is net income before interest, income taxes, depreciation and amortization, pre-opening expenses, property charges and other expenses, triple-net operating lease rent expense related to Encore Boston Harbor, management and license fees, corporate expenses and other expenses (including intercompany golf course, meeting and convention, and water rights leases), stock-based compensation, change in derivatives fair value, and other non-operating income and expenses. Adjusted Property EBITDAR is presented exclusively as a supplemental disclosure because management believes that it is widely used to measure the performance, and as a basis for valuation, of gaming companies. Management uses Adjusted Property EBITDAR as a measure of the operating performance of its segments and to compare the operating performance of its properties with those of its competitors, as well as a basis for determining certain incentive compensation. We also present Adjusted Property EBITDAR because it is used by some investors to measure a company's ability to incur and service debt, make capital expenditures and meet working capital requirements. Gaming companies have historically reported EBITDAR as a supplement to GAAP. In order to view the operations of their casinos on a more stand-alone basis, gaming companies, including us, have historically excluded from their EBITDAR calculations pre-opening expenses, property charges, corporate expenses and stock-based compensation, that do not relate to the management of specific casino properties. However, Adjusted Property EBITDAR should not be considered as an alternative to operating income as an indicator of our performance, as an alternative to cash flows from operating activities as a measure of liquidity, or as an alternative to any other measure determined in accordance with GAAP. Unlike net income, Adjusted Property EBITDAR does not include depreciation or interest expense and therefore does not reflect current or future capital expenditures or the cost of capital. We have significant uses of cash flows, including capital expenditures, triple-net operating lease rent expense related to Encore Boston Harbor, interest payments, debt principal repayments, income taxes and other non-recurring charges, which are not reflected in Adjusted Property EBITDAR. Also, our calculation of Adjusted Property EBITDAR may be different from the calculation methods used by other companies and,

therefore, comparability may be limited.

The following table summarizes Adjusted Property EBITDAR (dollars in thousands) for Wynn Palace, Wynn Macau, Las Vegas Operations and Encore Boston Harbor, as reviewed by management and summarized in Item 1—"Notes to Condensed Consolidated Financial Statements," Note 17, "Segment Information." That footnote also presents a reconciliation of Adjusted Property EBITDAR to net income attributable to Wynn Resorts, Limited.

Three Months Ended March 31,
20262025Increase/ (Decrease)Percent Change
Wynn Palace$203,822$161,885$41,93725.9
Wynn Macau75,61690,199(14,583)(16.2)
Las Vegas Operations232,460223,3619,0994.1
Encore Boston Harbor50,51957,454(6,935)(12.1)

Adjusted Property EBITDAR at Wynn Palace increased $41.9 million for the three months ended March 31, 2026, largely from an increase in casino revenue of $120.4 million, partially offset by increased casino expense, inclusive of gaming taxes.

Adjusted Property EBITDAR at Wynn Macau decreased $14.6 million for the three months ended March 31, 2026, primarily due to an increase in casino expense, inclusive of gaming taxes.

Adjusted Property EBITDAR at our Las Vegas Operations for the three months ended March 31, 2026 increased $9.1 million due to an increase in operating revenues of $36.6 million, partially offset by an increase in operating expenses.

Adjusted Property EBITDAR at Encore Boston Harbor decreased $6.9 million for the three months ended March 31, 2026, primarily due to a $3.6 million decrease in operating revenues.

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

Liquidity and Capital Resources

Our cash flows were as follows (in thousands):

Three Months Ended March 31,
Cash Flows - Summary20262025
Cash flows from operating activities$153,455$133,774
Cash flows from investing activities:
Capital expenditures, net of construction payables and retention(179,064)(159,931)
Investments in unconsolidated affiliates(114,632)(61,484)
Purchase of investments(29,150)—
Proceeds from maturity of investments27,146—
Purchase of intangible and other assets—(300)
Proceeds from sale of assets and other7,962204
Net cash used in investing activities(287,738)(221,511)
Cash flows from financing activities:
Repayments of long-term debt—(10,313)
Repurchase of common stock(70,047)(212,048)
Distribution to noncontrolling interests(8,333)(6,286)
Dividends paid(26,879)(26,793)
Finance lease payments(6,886)(6,348)
Other(25,809)(5,163)
Net cash used in financing activities(137,954)(266,951)
Effect of exchange rate on cash, cash equivalents and restricted cash(4,481)(1,629)
Decrease in cash, cash equivalents and restricted cash$(276,718)$(356,317)

Operating Activities

Our operating cash flows primarily consist of operating income (excluding depreciation and amortization and other non-cash charges), interest paid and earned, and changes in working capital accounts such as receivables, inventories, prepaid expenses, and payables. Our table games play is a mix of cash play and credit play, while our slot machine play is conducted primarily on a cash basis. A significant portion of our table games revenue is attributable to the play of a limited number of premium customers who gamble on credit. The ability to collect these gaming receivables may impact our operating cash flow for the period. Our rooms, food and beverage, and entertainment, retail and other revenue is conducted on a cash and credit basis. Accordingly, operating cash flows will be impacted by changes in operating income and accounts receivable, net.

During the three months ended March 31, 2026, the increase in cash flows from operating activities was largely driven by increased operating revenues of $123.4 million at Wynn Palace as a result of higher VIP and mass market table games win and $36.6 million at our Las Vegas Operations due to higher table games win and higher room revenues, partially offset by commensurate increases in operating expenses.

Investing Activities

Our investing activities primarily consist of project capital expenditures and maintenance capital expenditures associated with maintaining and continually refining our world-class integrated resort properties.

During the three months ended March 31, 2026, we incurred capital expenditures of $84.4 million at our Las Vegas Operations, $53.2 million at Wynn Palace, $37.8 million at Wynn Macau, and $3.6 million at Encore Boston Harbor, primarily related to enhancements at our properties and maintenance capital expenditures, and $0.2 million at Corporate and other. In addition, during the three months ended March 31, 2026, we invested $114.6 million, including $100.1 million of cash contributions, in the Al Marjan Joint Venture, purchased $29.1 million of U.S. treasuries, and received proceeds of $27.1 million upon the maturity of investments.

During the three months ended March 31, 2025, we incurred capital expenditures of $56.2 million at our Las Vegas Operations, $50.1 million at Wynn Palace, $15.5 million at Wynn Macau, and $4.7 million at Encore Boston Harbor primarily related to enhancements at our properties and maintenance capital expenditures, and $33.5 million at Corporate and other primarily related to future development projects. In addition, during the three months ended March 31, 2025, we invested $58.2 million, including $51.2 million of cash contributions, in the Al Marjan Joint Venture.

Financing Activities

During the three months ended March 31, 2026, we repurchased 688,363 shares of our common stock for an aggregate cost of $70.0 million, including 528,667 shares of our common stock repurchased pursuant to our publicly announced equity repurchase program for an aggregate cost of $53.8 million. We also made dividend payments of $26.9 million, finance lease payments of $6.9 million, and used cash of $8.3 million for distributions to noncontrolling interest holders of the Retail Joint Venture.

During the three months ended March 31, 2025, we made a scheduled amortization payment of $10.3 million on the WRF Term Loan, due in 2027. In addition, during the three months ended March 31, 2025, we repurchased 2,504,560 shares of our common stock for an aggregate cost of $212.0 million, including 2,360,194 shares of our common stock repurchased pursuant to our publicly announced equity repurchase program for an aggregate cost of $200.0 million. We also made dividend payments of $26.8 million and used cash of $6.3 million for distributions to noncontrolling interest holders of the Retail Joint Venture.

Capital Resources

The following table summarizes our unrestricted cash and cash equivalents, investments and available revolver borrowing capacity, presented by significant financing entity as of March 31, 2026 (in thousands):

Total Cash and Cash EquivalentsInvestments**(1)**Revolver Borrowing Capacity
Wynn Macau, Limited and subsidiaries$850,936$607,583$1,347,227
Wynn Resorts Finance, LLC(2)212,071—1,235,705
Wynn Resorts, Limited and other124,637——
Total$1,187,644$607,583$2,582,932

(1) Investments consist of U.S. treasuries and fixed deposits maturing in less than one year and exclude long-term investments of $64.0 million.

(2) Excluding Wynn Macau, Limited and subsidiaries.

Wynn Macau, Limited and subsidiaries. WML generates cash from our Macau Operations and may utilize proceeds from the WM Cayman II Revolver as needed. We expect to use this cash to service our WML Senior Notes, WM Cayman II Revolver, and WML Convertible Bonds, to pay dividends to shareholders of WML (of which we own approximately 72%), and to fund working capital and capital expenditure requirements at WML and our Macau Operations.

We are constructing the Enclave at Wynn Palace, a 432-key, all-suite hotel tower to be developed adjacent to Wynn Palace’s east entrance. The estimated project budget for the Enclave at Wynn Palace is between $900 million and $950 million, inclusive of capitalized interest. Construction is expected to begin in the second half of 2026 and span 2.5 years. Total project capital expenditures for the Enclave at Wynn Palace and other enhancements at our Macau Operations are expected to be between $400 million and $450 million during 2026 and between $700 million and $750 million during 2027. Maintenance capital expenditures at our Macau Operations are expected to be between $70 million and $80 million during 2026.

WML is a holding company and, as a result, its ability to pay dividends to WRF is dependent on WML receiving distributions from its subsidiaries. WML, as guarantor under the WM Cayman II Revolver facility agreement, may be subject to certain restrictions on payments of dividends or distributions to its shareholders, unless certain financial criteria have been satisfied. The WM Cayman II Revolver facility agreement contains representations, warranties, covenants and events of default customary for similar financings, including, but not limited to, restrictions on indebtedness to be incurred by WM Cayman II or its subsidiaries.

In March 2026, the WML Board of Directors recommended the payment of a final dividend for the year ended December 31, 2025 of HK$0.223 per share on its common stock payable on June 16, 2026 to stockholders of record as of June 5, 2026. The payment of the final dividend is conditional upon shareholder approval at WML's 2026 Annual General Meeting which is currently scheduled to be held on May 28, 2026.

If our portion of cash available for repatriation was repatriated on March 31, 2026, it would be subject to minimal U.S. taxes.

Wynn Resorts Finance, LLC and subsidiaries. Wynn Resorts Finance, LLC ("WRF" or "Wynn Resorts Finance") generates cash from distributions from its subsidiaries, which include our Macau Operations, Wynn Las Vegas, and Encore Boston Harbor, and capital contributions from Wynn Resorts, as required. In addition, WRF may utilize its available revolving borrowing capacity as needed. We expect to use this cash to service our WRF Credit Facilities, the WRF Senior Notes, and the Wynn Las Vegas Senior Notes, to pay dividends or distributions to Wynn Resorts, and to fund working capital and capital expenditure requirements as needed.

We expect to make estimated project capital expenditures between $375 million and $400 million during 2026 and between $150 million and $175 million during 2027 related to enhancements at our Las Vegas Operations. We expect to make total maintenance capital expenditures at our Las Vegas Operations and Encore Boston Harbor between $90 million and $115 million, on a combined basis, during 2026.

WRF is a holding company and, as a result, its ability to pay dividends or distributions to Wynn Resorts is dependent on WRF receiving distributions from its subsidiaries. The WRF Credit Agreement contains customary negative and financial

covenants, including, but not limited to, covenants that restrict WRF's ability to pay dividends or distributions and incur additional indebtedness.

Wynn Resorts, Limited and other subsidiaries. Wynn Resorts, Limited is a holding company and, as a result, our ability to pay dividends is dependent on our ability to obtain funds and our subsidiaries' ability to provide funds to us. Wynn Resorts, Limited and other primarily generates cash from royalty (including intellectual property license) and management agreements with our resorts, dividends and distributions from our subsidiaries, and the operations of the Retail Joint Venture of which we own 50.1%. Fees payable by Wynn Macau SA to Wynn Resorts, Limited under its intellectual property license agreement are capped at $150.0 million for the year ending December 31, 2026. We expect to use cash held by Wynn Resorts, Limited and other to service our Retail Term Loan, to fund working capital needs of our subsidiaries, pay dividends, make required capital contributions to the Al Marjan Joint Venture, and for general corporate purposes.

During the first quarter of 2026, the Company contributed $100.1 million of cash into Wynn Al Marjan Island and surrounding developments, including Janu Al Marjan Island, a hotel and residential development operated by Aman Group, bringing our life-to-date cash contributions to $1.01 billion. We estimate our remaining 40% pro-rata share of the required equity for the development projects is between $350 million and $450 million, inclusive of capitalized interest, fees, and certain improvements on the island. Wynn Al Marjan Island is currently expected to open in 2027 and Janu Al Marjan Island is expected to open in 2028.

The Company paid a cash dividend of $0.25 per share on its common stock in the quarter ended March 31, 2026 and recorded $26.1 million against accumulated deficit.

On May 7, 2026, the Company announced that its Board of Directors declared a cash dividend of $0.25 per share, payable on May 29, 2026 to stockholders of record as of May 18, 2026.

Other Factors Affecting Liquidity

We may refinance all or a portion of our indebtedness on or before maturity. We cannot assure you that we will be able to refinance any of the indebtedness on acceptable terms or at all.

Legal proceedings in which we are involved also may impact our liquidity. No assurance can be provided as to the outcome of such proceedings. In addition, litigation inherently involves significant costs. For information regarding legal proceedings, see Note 15, "Commitments and Contingencies."

In November 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. The repurchase authorization has no expiration date, and the equity repurchase program may be suspended, discontinued or accelerated at any time. As of March 31, 2026, we had $401.1 million in repurchase authority remaining under the program.

We have in the past repurchased, and in the future, we may periodically consider repurchasing our outstanding notes for cash. The amount of any shares and/or notes to be repurchased, as well as the timing of any repurchases, will be based on business, market and other conditions and factors, including price, contractual requirements or consents, and capital availability.

New business developments or other unforeseen events may occur, resulting in the need to raise additional funds. We continue to explore opportunities to develop additional gaming or related businesses in domestic and international markets. There can be no assurances regarding the business prospects with respect to any other opportunity. Any new development may require us to obtain additional financing. We may decide to conduct any such development through Wynn Resorts, Limited or through subsidiaries separate from the Las Vegas, Boston or Macau-related entities.

Contractual Commitments

During the three months ended March 31, 2026, except as described below, there have been no material changes to the contractual obligations previously reported in our Annual Report on Form 10-K for the year ended December 31, 2025.

Off Balance Sheet Arrangements

A subsidiary of Island 3 is party to a facility agreement which provides a $2.4 billion (or equivalent in local currency) delayed draw secured term loan facility to finance the development of Wynn Al Marjan Island (the "Al Marjan Facility"). The Company is not a party to the Al Marjan Facility agreement, but as a condition precedent to the Al Marjan Facility being made available to the Borrower, the Company and the government of Ras Al Khaimah entered into a completion guarantee agreement in favor of certain secured parties under the Al Marjan Facility agreement. Additionally, the Company and certain partners in the Al Marjan Joint Venture entered into a completion guarantee, pursuant to which the Company may be required to fund shortfalls necessary to achieve practical completion of a district cooling plant serving Wynn Al Marjan Island. For additional information, refer to Note 15, "Commitments and Contingencies" of Part I in this Quarterly Report on Form 10-Q.

Critical Accounting Policies and Estimates

A description of our critical accounting policies is included in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no significant changes to these policies for the three months ended March 31, 2026.

Recently Adopted Accounting Standards and Accounting Standards Issued But Not Yet Adopted

See related disclosure in Note 2, "Basis of Presentation and Significant Accounting Policies" of Part I in this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices.

Additional information about market risks to which we are exposed is included within our Annual Report on Form 10-K for the year ended December 31, 2025.

Interest Rate Risks

One of our primary exposures to market risk is interest rate risk associated with our debt facilities that bear interest based on floating rates. We attempt to manage interest rate risk by managing the mix of long-term fixed rate borrowings and variable rate borrowings, supplemented by hedging activities as believed by us to be appropriate. We cannot assure you that these risk management strategies will have the desired effect, and interest rate fluctuations could have a negative impact on our results of operations and cash flows.

Interest Rate Sensitivity

In order to mitigate exposure to interest rate fluctuations on the Retail Term Loan, in October 2024, the Company entered into an interest rate swap with a notional value of $600.0 million, maturing in February 2027. The interest rate swap effectively fixes the variable component of the interest rate on the Retail Term Loan at 3.385% through February 2027.

As of March 31, 2026, approximately 82% of our long-term debt was based on fixed rates. Based on our outstanding borrowings as of March 31, 2026 and after giving effect to the interest rate 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 $19.0 million.

Foreign Currency Risks

We expect most of the revenues and expenses for any casino that we operate in Macau will be denominated in Hong Kong dollars or Macau patacas; however, a significant portion of the debt issued by WML is denominated in U.S. dollars.

Fluctuations in the exchange rates resulting in weakening of the Macau pataca or the Hong Kong dollar in relation to the U.S. dollar could have materially adverse effects on our results, financial condition and ability to service debt.

The Company is a party to foreign currency swap agreements with the objective of managing foreign currency exchange rate risk associated with the outstanding U.S. dollar denominated WML Senior Notes. The foreign currency swaps exchange predetermined amounts of Hong Kong dollars for U.S. dollars at a contractual spot rate, and as of March 31, 2026, have an aggregate notional amount of $4.10 billion, and have maturities between October 2027 and August 2030. For additional information, refer to Note 7, "Derivative Instruments" of Part I in this Quarterly Report on Form 10-Q.

Based on our balances as of March 31, 2026 and after giving effect to our foreign currency swaps, an assumed 1% change in the U.S. dollar/Hong Kong dollar exchange rate would cause a foreign currency gain/loss of $4.4 million.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

The Company's management, with the participation of the Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on such evaluation, the Company's CEO and CFO have concluded that, as of the period covered by this report, the Company's disclosure controls and procedures were effective, at the reasonable assurance level, in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and were effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including the Company's CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Changes in 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 to which this report relates that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II. OTHER INFORMATION

Item 1. Legal Proceedings

We are party to lawsuits in the ordinary course of business. As with all litigation, no assurance can be provided as to the outcome of such matters and we note that litigation inherently involves significant costs. For information regarding the Company's legal proceedings see Item 1—"Notes to Condensed Consolidated Financial Statements," Note 15, "Commitments and Contingencies" of Part I in this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

A description of our risk factors can be found in Item 1A, Part I of our Annual Report on Form 10-K for the year ended December 31, 2025. There were no material changes to those risk factors during the three months ended March 31, 2026.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table summarizes the share repurchases made by the Company during the three months ended March 31, 2026:

PeriodTotal Number of Shares Purchased**(1)(2)**Average Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or Programs**(2)**Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands)
January 1, 2026 to January 31, 2026115,894$116.79—$454,880
February 1, 2026 to February 28, 202671,077$108.3945,929$449,917
March 1, 2026 to March 31, 2026501,392$101.33482,738$401,114

(1) Shares purchased in January 2026, February 2026, and March 2026 include 115,894, 25,148 and 18,654 shares, respectively, purchased in satisfaction of employee tax withholding obligations on vested restricted stock granted under our stock incentive plans. Refer to Note 13, "Stock-Based Compensation" in our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 for additional details on our stock incentive plans.

(2) On April 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. 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. The repurchase authorization has no expiration date, and the equity repurchase program may be suspended, discontinued or accelerated at any time. Any shares acquired are expected to be held as treasury shares and available for general corporate purposes.

Item 3. Default Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Insider Trading Arrangements

None of the Company’s directors or officers (as defined in Section 16 of the Exchange Act) adopted, modified 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 three months ended March 31, 2026.

Item 6. Exhibits

(a)Exhibits

Exhibit No.Description
3.1Third Amended and Restated Articles of Incorporation of the Registrant. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on May 8, 2015.)
3.2Ninth Amended and Restated Bylaws of the Registrant. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on February 28, 2020.)
10.1Employment Agreement, dated as of January 8, 2026, by and between Wynn Resorts, Limited and Craig Fullalove. (Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on January 9, 2026.)
*31.1Certification of Chief Executive Officer of Periodic Report Pursuant to Rule 13a–14(a) and Rule 15d–14(a).
*31.2Certification of Chief Financial Officer of Periodic Report Pursuant to Rule 13a–14(a) and Rule 15d–14(a).
32Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350 (furnished herewith).
101The following material from Wynn Resorts, Limited's Quarterly Report on Form 10-Q, formatted in Inline XBRL (Inline Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025; (ii) the Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025; (iii) the Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2026 and 2025; (iv) the Condensed Consolidated Statements of Stockholders' Deficit for the three months ended March 31, 2026 and 2025; (v) the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025; and (vi) Notes to Condensed Consolidated Financial Statements. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
104Cover Page Interactive Data File - The cover page XBRL tags are embedded within the Inline XBRL document.
  • Filed herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

WYNN RESORTS, LIMITED
Dated: May 7, 2026By:/s/ Craig J. Fullalove
Craig J. Fullalove
Chief Financial Officer
(Principal Financial and Accounting Officer)