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What changed in GOLDEN ENTERTAINMENT, INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of GOLDEN ENTERTAINMENT, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+176 added−201 removedSource: 10-K (2026-02-27) vs 10-K (2025-02-28)

Top changes in GOLDEN ENTERTAINMENT, INC.'s 2025 10-K

176 paragraphs added · 201 removed · 143 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

48 edited+10 added−12 removed62 unchanged
Biggest changeWe also use the Investors section of our website as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the Investors section of our website, in addition to following our press releases, SEC filings and public conference calls and webcasts.
Biggest changeWe provide notifications of news or announcements regarding our financial performance, including investor events and press 9 Table of Contents and earnings releases on the Investors section of our website. We also use the Investors section of our website as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD.
Through our Human Resources department, we review quarterly human capital reports, which cover all aspects of our diverse and multi-demographic workforce. This information is reviewed by the executive leadership team and members of our Board of Directors on a regular basis.
Through our department of human resources, we review quarterly human capital reports, which cover all aspects of our diverse and multi-demographic workforce. This information is reviewed by the executive leadership team and members of our Board of Directors on a regular basis.
We support food security programs, including but not limited to, Feed a Family, Meals for Christmas and Thanksgiving, and our team members volunteer in food banks. In addition, we participate in “adopt the school” programs in each community in which we operate and support local schools through both charitable donations and supply drives.
We support food security programs, including but not limited to, Feed a Family, Meals for Christmas and Thanksgiving, and our team members volunteer in food banks. In addition, we participate in “adopt-a-school” programs in each community in which we operate and support local schools through both charitable donations and supply drives.
Marketing for our Nevada Locals Casinos targets the local communities in which these properties operate with an emphasis on the gaming experience, casino promotions and dining. The advertising is geared towards a local audience and typically includes radio, outdoor, digital and social media with television used occasionally for promotional messaging and brand campaigns when appropriate.
Marketing for our Nevada Locals Casinos targets the local communities in which these properties operate with an emphasis on the gaming experience, casino promotions and dining. The advertising is geared towards a local audience and typically includes radio, outdoor, digital newspaper, sponsorships, and social media with television used occasionally for promotional messaging and brand campaigns when appropriate.
We are proud to be involved in various charitable events, which have included fundraisers for amyotrophic lateral sclerosis (“ALS”), the Keep Memory Alive foundation for brain disorders, Scale The STRAT for the American Lung Association, and others. We have been contributing to the Nevada AAA Scholarship fund since 2018 and donate $0.2 million each year.
We are proud to be involved in various charitable events, which have included fundraisers for amyotrophic lateral sclerosis (“ALS”), the Keep Memory Alive foundation for brain disorders, Scale The STRAT for the American Lung Association, and others. We have been contributing to the Nevada AAA Scholarship fund since 2018 and donate between $0.1 million and $0.2 million each year.
Our tavern brands include PT’s Pub, PT’s Gold, PT’s Ranch, PT’s Place, Sean Patrick’s, Sierra Gold, SG Bar, Sierra Junction, Lucky’s and Great American Pub. As of December 31, 2024, we owned and operated 72 branded taverns, which offered over 1,100 onsite slot machines.
Our tavern brands include PT’s Gold, PT’s Pub, PT’s Ranch, PT’s Place, Sierra Gold, Sierra Junction, Sean Patrick’s, Lucky’s, Great American Pub and SG Bar. As of December 31, 2025, we owned and operated 72 branded taverns, which offered over 1,100 onsite slot machines.
Mission and Values In 2024, we continued to emphasize our organizational mission and values, as well as our “I CARE” guest service initiative. Our mission is to create authentic entertainment experiences where premium service is delivered at an exceptional value while supporting our visitors and the local communities we serve.
Mission and Values In 2025, we continued to emphasize our organizational mission and values, as well as our “I CARE” guest service initiative. Our mission is to create authentic entertainment experiences where premium service is delivered at an exceptional value while supporting our visitors and the local communities we serve.
Under certain of these laws and regulations, a current or previous owner or operator of property may be liable for the costs of remediating contamination on its property, without regard to whether the owner or operator knew of, or caused, the presence of the contaminants, and regardless of whether the practices that resulted in the contamination were legal at the time that they occurred, as well as incur liability to third parties impacted by such contamination.
Under certain of these laws and regulations, a current or previous owner or operator of property may be liable for the costs of remediating contamination on its property, without regard to whether the owner or operator knew of, or caused, the presence of the contaminants, and regardless of whether the practices that resulted in the 6 Table of Contents contamination were legal at the time that they occurred, as well as incur liability to third parties impacted by such contamination.
Our 4 Table of Contents Articles of Incorporation require our shareholders to cooperate with gaming authorities in such investigations and permit us to redeem the securities held by any shareholder whose holding of shares of our capital stock may result, in the judgment of our Board of Directors, in our failure to obtain or our loss of any license or franchise from any governmental agency held by us to conduct any portion of our business.
Our Articles of Incorporation require our shareholders to cooperate with gaming authorities in such investigations and permit us to redeem the securities held by any shareholder whose holding of shares of our capital stock may result, in the judgment of our Board of Directors, in our failure to obtain or our loss of any license or franchise from any governmental agency held by us to conduct any portion of our business.
We train our team members on ways to detect and prevent minors from gambling and consuming alcohol or loitering in designated gaming areas. This training is required to be taken by all team members upon hire. Other Regulation 5 Table of Contents Our business is subject to a variety of other federal, state and local laws, rules, regulations and ordinances.
We train our team members on ways to detect and prevent minors from gambling and consuming alcohol or loitering in designated gaming areas. This training is required to be taken by all team members upon hire. Other Regulation Our business is subject to a variety of other federal, state and local laws, rules, regulations and ordinances.
We plan to increase our investment in smart technologies that allow us to track our usage of utilities more efficiently and to prioritize budgeting for water-efficient equipment and appliances. Human Capital We are committed to recruiting, developing and retaining a superior workforce. We have a long history and deep cultural commitment to service and authenticity.
We plan to increase our investment in smart technologies that allow us to track our 7 Table of Contents usage of utilities more efficiently and to prioritize budgeting for water-efficient equipment and appliances. Human Capital We are committed to recruiting, developing and retaining a superior workforce. We have a long history and deep cultural commitment to service and authenticity.
Sales and Marketing We market our Nevada Casino Resorts through both local and regional advertising, with a focus on offering a more complete resort destination experience that may include rooms, entertainment, dining and attractions. We advertise through various media channels, including television, radio, outdoor, digital, social media, airport and public relations.
Sales and Marketing We market our Nevada Casino Resorts through both local and regional advertising, with a focus on offering a more complete resort destination experience that may include hotel packages, entertainment, dining, promotions and attractions. We advertise through various media channels, including television, radio, outdoor, digital, social media, airport and public relations.
In addition, we have also registered or applied to register numerous other trademarks in various jurisdictions in the United States in connection with our properties, facilities and development projects. We also hold a patent in the United States related to player tracking systems. Competition The casino, hotel and hospitality industry is highly competitive.
In addition, we have also registered or applied to register numerous other trademarks in various jurisdictions in the United States in connection with our properties, facilities and development projects. We also hold a patent in the United States related to player tracking systems. 4 Table of Contents Competition The casino, hotel and hospitality industry is highly competitive.
The STRAT is comprised of a casino, a hotel and a tower with indoor and outdoor observation decks and thrill rides, including the SkyJump attraction. The STRAT offers hotel rooms, gaming, race and sportsbook facilities in an 80,000 square foot casino, ten restaurants, two rooftop pools, a fitness center, retail shops and entertainment facilities.
The STRAT is comprised of a casino, a hotel and a tower, which includes indoor and outdoor observation decks, thrill rides, and the SkyJump attraction. The STRAT offers hotel rooms, gaming, race and sportsbook facilities in an 80,000 square foot casino, ten restaurants, two rooftop pools, a fitness center, retail shops and entertainment facilities.
With respect to our branded taverns, we face competition from other operators of casinos, hotels, taverns and other entertainment venues. In addition, we face ever-increasing competition from online gaming, including mobile gaming applications for smartphones and tablet computers, state-sponsored lotteries, card clubs, sportsbook facilities, fantasy sports websites and other forms of legalized gaming.
With respect to our branded taverns, we face competition from other operators of casinos, taverns and other entertainment venues. In addition, we face ever-increasing competition from online gaming, including mobile gaming applications for smartphones and tablets, state-sponsored lotteries, card clubs, sportsbook facilities, fantasy sports websites and other forms of legalized gaming.
We also offer additional resources to our team members to assist them through the qualification and election process for Medicaid and Medicare. We continue to offer a number of on-site health services to ensure the health and well-being of our team members.
Our benefits also offer additional resources to our team members to assist them through the qualification and election process for Medicaid and Medicare. 8 Table of Contents We continue to offer a number of on-site health services to ensure the health and well-being of our team members.
Various forms of internet gaming have been approved in Nevada, and legislation permitting internet gaming has been proposed by the federal government and other states. The expansion of internet gaming in Nevada and other jurisdictions could result in significant additional competition for our operations. Regulation Gaming Regulation We are subject to extensive federal, state, and local regulations.
Various forms of online gaming have been approved in Nevada, and legislation permitting online gaming has been proposed by the federal government and other states. The continued expansion of online gaming in Nevada and other jurisdictions could result in significant additional competitive pressures on our operations. Regulation Gaming Regulation We are subject to extensive federal, state, and local regulations.
In addition to gaming and race and sportsbook facilities at each of our Pahrump casino properties, the Pahrump Nugget offers hotel rooms, five restaurants, bingo, a bowling center, and a 5,200 square foot banquet and event center. Our Lakeside Casino & RV Park also offers a restaurant and 159 RV hook-up sites.
In addition to gaming, the Pahrump Nugget and Lakeside Casino & RV Park offer race and sportsbook facilities. The Pahrump Nugget also offers hotel rooms, four restaurants, bingo, a bowling center, and a 5,200 square foot banquet and event center. Our Lakeside Casino & RV Park additionally offers a restaurant and 159 full-service RV hook-up sites.
For example, we implemented xeriscaping as an environmental design choice, which allows for a reduction in our water usage and maintenance costs associated with commercial landscaping and allows us to adapt to the current pressures around monitoring and minimizing water usage.
Our goal is to reduce our consumptive water use and invest more efforts in water reuse and conservation programs. For example, we implemented xeriscaping as an environmental design choice, which allows for a reduction in our water usage and maintenance costs associated with commercial landscaping and allows us to adapt to the current pressures around monitoring and minimizing water usage.
The following table sets forth certain information regarding our operations by reportable segment as of December 31, 2024: Location Casino Space (Sq. ft.) Slot Machines Table Games Hotel Rooms Nevada Casino Resorts The STRAT Hotel, Casino & Tower (“The STRAT”) Las Vegas, NV 80,000 778 36 2,429 Aquarius Casino Resort (“Aquarius”) Laughlin, NV 69,750 1,012 29 1,906 Edgewater Casino Resort (“Edgewater”) Laughlin, NV 67,600 632 13 1,037 Nevada Locals Casinos Arizona Charlie’s Boulder Las Vegas, NV 41,969 592 — 303 Arizona Charlie’s Decatur Las Vegas, NV 67,360 699 10 259 Gold Town Casino Pahrump, NV 10,000 147 — — Lakeside Casino & RV Park Pahrump, NV 11,009 166 — — Pahrump Nugget Hotel Casino (“Pahrump Nugget”) Pahrump, NV 22,528 335 9 69 Nevada Taverns 72 branded tavern locations Nevada — 1,138 — — Totals 370,216 5,499 97 6,003 Nevada Casino Resorts Our Nevada Casino Resorts segment is comprised of destination casino resort properties offering a variety of food and beverage outlets, entertainment venues and other amenities.
Operations As of December 31, 2025, we conducted our business through three reportable segments: Nevada Casino Resorts, Nevada Locals Casinos and Nevada Taverns. 2 Table of Contents The following table sets forth certain information regarding our operations by reportable segment as of December 31, 2025: Location Casino Space (Sq. ft.) Slot Machines Table Games Hotel Rooms Nevada Casino Resorts The STRAT Hotel, Casino & Tower (“The STRAT”) Las Vegas, NV 80,000 782 31 2,429 Aquarius Casino Resort (“Aquarius”) Laughlin, NV 69,750 1,007 29 1,905 Edgewater Casino Resort (“Edgewater”) Laughlin, NV 69,042 657 — 1,037 Nevada Locals Casinos Arizona Charlie’s Boulder Las Vegas, NV 41,969 575 — 303 Arizona Charlie’s Decatur Las Vegas, NV 67,360 677 9 259 Gold Town Casino Pahrump, NV 10,000 131 — — Lakeside Casino & RV Park Pahrump, NV 11,009 204 — — Pahrump Nugget Hotel Casino (“Pahrump Nugget”) Pahrump, NV 22,528 341 9 69 Nevada Taverns 72 branded tavern locations Nevada — 1,138 — — Totals 371,658 5,512 78 6,002 Nevada Casino Resorts Our Nevada Casino Resorts reportable segment is comprised of destination casino resort properties offering a variety of food and beverage outlets, entertainment venues and other amenities.
We maintain a safe workplace environment through the implementation of suitable safety procedures by knowledgeable team members properly using appropriate tools and equipment. We host an annual company-wide safety summit to promote work safety and achieve long-term risk reduction. In 2022, we launched our Golden Women’s Group (“GWG”), a women’s leadership development program dedicated to the workplace advancement of women.
A safe workplace is our paramount goal. We maintain a safe workplace environment through the implementation of suitable safety procedures by knowledgeable team members properly using appropriate tools and equipment. We host an annual company-wide safety summit to promote work safety and achieve long-term risk reduction.
Safety, Training, Employee Retention and Development We consider employee training, retention, and development to be an important part of our overall employee professional development policy, as such initiatives also lead to a higher level of team member engagement and job satisfaction. In 2024, we enhanced our learning management system, internally branded as “GEMS,” by adding 22 learning opportunities.
Safety, Training, Employee Retention and Development We consider employee training, retention, and development to be an important part of our overall employee professional development policy, as such initiatives also lead to a higher level of team member engagement and job satisfaction.
Our shareholders may also be required to provide information that is requested by gaming authorities and we have the right, under certain circumstances, to redeem a shareholder’s securities; we may be forced to use our cash or incur debt to fund redemption of our securities” in “ Part I, Item 1A: Risk Factors ” of this Annual Report.
Our shareholders may also be required to provide information that is requested by gaming authorities and we have the right, under certain circumstances, to redeem a shareholder’s securities; we may be forced to use our cash or incur debt to fund redemption of our securities” in “ Part I, Item 1A: Risk Factors ” of this Annual Report. 5 Table of Contents Our directors, officers and key employees are also subject to a variety of regulatory requirements and various privileged licensing and related approval procedures in the various jurisdictions in which we operate gaming facilities.
Our collective bargaining agreement with the International Union of Operating Engineers, Local 501, AFL-CIO expires on March 31, 2026. Our collective bargaining agreement with the Professional, Clerical and Miscellaneous Employees, Teamsters Local Union 986 (valet and warehouse) expired on March 31, 2024 and we are in the process of negotiating an extension of the agreement.
At The STRAT, our employees are covered by three collective bargaining agreements. Our collective bargaining agreement with the International Union of Operating Engineers, Local 501, AFL-CIO expires on March 31, 2026. Our collective bargaining agreement with the Professional, Clerical and Miscellaneous Employees, Teamsters Local Union 986 (valet and warehouse) expires on August 31, 2029.
The mission of the GWG is to promote a support network among its members and to provide mentoring and professional education for established and emerging women leaders within our organization.
In 2022, we launched our Golden Women’s Group (“GWG”), a women’s leadership development program dedicated to the workplace advancement of women. The mission of the GWG is to promote a support network among its members and to provide mentoring and professional education for established and emerging women leaders within our organization.
Following the sale, slot machines at our branded tavern locations are owned and operated by the independent third-party that acquired the distributed gaming operations from us. Accordingly, Golden typically receives a large percentage of the gaming revenue from the tavern slot machines in exchange for allowing the independent third-party operator to place the slot machines in our taverns.
Accordingly, we typically receive a large percentage of the gaming revenue from the tavern slot machines in exchange for allowing the independent third party that acquired the distributed gaming operations to place the slot machines in our taverns.
We maintain recruitment opportunities on our website that also includes access to our Company’s policies and commitment statements. 7 Table of Contents Team Member Benefits, Health and Well-Being We engage with a nationally recognized benefits consulting firm to independently evaluate the effectiveness and competitiveness of our benefits program within the industry.
Team Member Benefits, Health and Well-Being We engage with a nationally recognized benefits consulting firm to independently evaluate the effectiveness and competitiveness of our benefits program within the industry.
We include a toll-free help number and responsible gaming messaging at all of our properties and branded tavern locations. We prohibit any marketing and advertisements directed toward underage persons or high-risk individuals. Our patrons have an opportunity to be removed from any promotional mailings and gambling by requesting to be a part of our self-exclusion program.
We include a toll-free help line and responsible gaming messaging at all of our properties and branded tavern locations. We also prohibit marketing and advertising directed toward underage individuals or high-risk individuals. In addition, our patrons may request exclusion from promotional mailings and gambling activities through our self-exclusion program.
On April 22, 2024, we acquired the operations of Great American Pub (“GAP”), comprised of two tavern locations in Nevada, for cash consideration of $7.3 million. The acquired Lucky’s and GAP taverns have been included in our Nevada Taverns reportable segment from the date of acquisition.
Acquisition of Taverns On November 21, 2023, we acquired the operations of Lucky’s Lounge & Restaurant (“Lucky’s”), comprised of four tavern locations in Nevada, for cash consideration of $10.0 million. On April 22, 2024, we acquired the operations of Great American Pub (“GAP”), comprised of two tavern locations in Nevada, for cash consideration of $7.3 million.
The information contained on, or that may be accessed through, our website is neither incorporated by reference into nor made a part of this Annual Report.
Accordingly, investors should monitor the Investors section of our website, in addition to following our press releases, SEC filings and public conference calls and webcasts. The information contained on, or that may be accessed through, our website is neither incorporated by reference into nor made a part of this Annual Report.
Our collective bargaining agreement with the International Union of Security, Police, and Fire Professionals of America expired on February 28, 2025 and we are in the process of negotiating an extension of the agreement. Our collective bargaining agreement with the United Steelworkers of America expires on March 31, 2026.
Our collective bargaining agreement with the International Union of Security, Police, and Fire Professionals of America expires on February 28, 2028. Our collective bargaining agreement with the United Steelworkers of America expires on March 31, 2026. At the Edgewater, our collective bargaining agreement with the United Brotherhood of Carpenters and Joiners of America, Local 1780 expires on July 31, 2028.
We continue our partnership with the University of Nevada, Las Vegas (“UNLV”) on various projects, including employment outreach. Our Chairman of the Board and Chief Executive Officer serves on the Board of Trustees for the Las Vegas Foundation and our General Counsel serves as the Chair of the Business Advisory Board at UNLV William S. Boyd School of Law.
Our Chairman of the Board and Chief Executive Officer serves as a member of the Board of Directors of the University of Nevada, Las Vegas Foundation’s Board of Trustees, our General Counsel serves as the Chair of the Business Advisory Board at UNLV William S.
Nevada Taverns Our Nevada Taverns segment is comprised of branded tavern locations that offer a casual, upscale environment catering to local patrons offering superior food, craft beer and other alcoholic beverages. Most of our branded taverns are located in the greater Las Vegas, Nevada metropolitan area and cater to local patrons seeking more convenient entertainment establishments than traditional casino properties.
Nevada Taverns Our Nevada Taverns reportable segment is comprised of branded tavern locations that offer a casual, upscale environment catering to local patrons offering superior food, craft beer and other alcoholic beverages, and are typically limited to 15 slot machines.
As of December 31, 2024, we had approximately 600,000 active players in our marketing database, providing us 3 Table of Contents with an avenue to drive customer engagement and cross-marketing opportunities across our properties.
As of December 31, 2025, we had approximately 560,000 active players in our marketing database, providing us with an avenue to drive customer engagement and cross-marketing opportunities across our properties. Intellectual Property We pursue registration of our important trademarks and service marks in the states where we do business and with the United States Patent and Trademark Office.
Our portfolio includes eight casino properties located in Nevada and 72 branded taverns targeting local patrons located primarily in the greater Las Vegas, Nevada metropolitan area.
Our portfolio includes eight casino properties located in Nevada and 72 branded taverns targeting local patrons located primarily in the greater Las Vegas, Nevada metropolitan area. 1 Table of Contents Sale Transaction On November 6, 2025, we entered into a definitive agreement to sell our operating assets to Blake L.
Refer to the discussion in “ Note 3 — Divestitures ” and “ Note 15 — Segment Information ” in Part II, Item 8: Financial Statements and Supplemental Data of this Annual Report for further information. 1 Table of Contents Acquisition of Taverns On November 21, 2023, we acquired the operations of Lucky’s Lounge & Restaurant (“Lucky’s”), comprised of four tavern locations in Nevada, for cash consideration of $10.0 million.
Refer to the discussion in “ Note 3 — Divestitures ” and “ Note 15 — Segment Information ” in Part II, Item 8: Financial Statements and Supplemental Data of this Annual Report for further information.
In addition to hotel rooms, gaming, race and sportsbook facilities, and bingo facilities , Arizona Charlie’s Boulder offers three r estaurants and an RV park with 221 RV hook-up sites and Arizona Charlie’s Decatur offers four restaurants.
In addition to hotel rooms, gaming, race and sportsbook facilities, and bingo facilities , Arizona Charlie’s Boulder offers three r estaurants and an RV park with 221 RV hook-up sites and Arizona Charlie’s Decatur offers four restaurants and Keno. 3 Table of Contents Pahrump casinos : We own and operate three casino properties in Pahrump, Nevada, which is located approximately 60 miles west of Las Vegas and serves as a gateway to Death Valley National Park.
As of December 31, 2024, we employed approximately 5,300 team members, which is a 9% decrease from December 31, 2023, when we had over 5,800 employees. The decrease in the workforce in 2024 compared to the prior year is primarily attributable to the divestitures of certain operations completed in 2023 and 2024 as discussed above.
As of December 31, 2025, we employed approximately 4,900 team members, which is an 8% decrease from December 31, 2024, when we had approximately 5,300 employees. The decrease in the workforce in 2025 compared to the prior year is primarily attributable to cost-savings and operational efficiency measures implemented at our Nevada Casino Resorts reportable segment.
All safety and compliance training, except certain required hands-on certifications, are part of the online curriculum. Certifications have been assigned to manage recurring safety and regulatory compliance requirements. The training catalog includes multiple courses for leadership and management processes, as well as options to improve technical skills.
In 2025, we continued to enhance our learning management system, internally branded as “GEMS,” by updating and refining our existing learning opportunities. All safety and compliance training, except certain required hands-on certifications, are part of the online curriculum. Certifications have been assigned to manage recurring safety and regulatory compliance requirements.
We continue to enhance our training initiatives so that those with a skills gap or no prior experience can receive training enabling them to perform their job duties effectively. Further, we provide leadership and behavioral interviewing training to support investment in our top talent.
In 2025, we continued our outreach to academic institutions, including UNLV, to offer internship programs for students within our Finance, Accounting, Hospitality, Marketing and Information Technology departments to source diverse candidates. We continue to enhance our training initiatives so that those with a skills gap or no prior experience can receive training enabling them to perform their job duties effectively.
Our tavern patrons are typically younger than traditional casino customers, which diversifies our customer demographic. Prior to the sale of our distributed gaming operations in Nevada, we owned and operated the slot machines located within each tavern, typically limited to 15 slot machines.
Prior to the sale of our distributed gaming operations in Nevada, we owned and operated the slot machines located within each tavern. Following the sale, slot machines at our branded tavern locations are owned and operated by the independent third-party that acquired the distributed gaming operations from us.
At the end of 2024, we acquired and installed Everi Cares Giving kiosks across our casino properties and provided our guests the opportunity to donate change to select charities. This program allowed us to contribute $0.1 million to Opportunity Village, Boys & Girls Club of Southern Nevada, United Way of Southern Nevada and Communities in Schools Nevada.
Through our Everi Cares Giving kiosks program we contributed $0.3 million to American Lung Association, American Red Cross, Boys & Girls Club of Southern Nevada, Communities in Schools Nevada, Opportunity Village, and United Way of Southern Nevada during 2025.
The operations of Colorado Belle Casino Resort (“Colorado Belle”) have remained suspended since March 2020 and we voluntarily surrendered our gaming license for the property on June 30, 2023. 2 Table of Contents Nevada Locals Casinos Our Nevada Locals Casinos segment is comprised of casino properties that cater to local customers who generally live within a five-mile radius of our properties.
Nevada Locals Casinos Our Nevada Locals Casinos reportable segment is comprised of casino properties that cater to local customers who generally live within a five-mile radius of our properties.
The Edgewater also offers a bingo facility and dedicated entertainment venues, including the Edge Pavilion and the Laughlin Event Center.
The Edgewater also offers a bingo facility and dedicated entertainment venues, including the Edge Pavilion and the Laughlin Event Center. The operations of Colorado Belle Casino Resort have remained suspended since March 2020 and we voluntarily surrendered our gaming license for the property on June 30, 2023.
We consider employee retention to be an integral part of our overall employment strategy and invest in the continuous development of our team members and their growth within the company. Diversity and Gender Equity As of December 31, 2024, our organizational makeup was 50% female and 50% male with 46% of management roles held by women.
We consider employee retention to be an integral part of our overall employment strategy and invest in the continuous development of our team members and their growth within the company. In 2025, we began a 12-month project to significantly upgrade our Human Capital Management (“HCM”) software from multiple disparate systems to a fully-integrated HCM solution in Workday.
We continue to evaluate our water management and water efficiency programs with plans to implement additional programs in the future. Our goal is to reduce our consumptive water use and invest more efforts in water reuse and conservation programs.
Boyd School of Law, and our Chief Accounting Officer serves as a member of the Board of Directors of the Accounting Advisory Board at UNLV Lee Business School. We continue to evaluate our water management and water efficiency programs with plans to implement additional programs in the future.
At the Edgewater, our collective bargaining agreement with the United Brotherhood of Carpenters and Joiner of America, Local 1780 expires on July 31, 2028. Website and Available Information Our website is located at www.goldenent.com .
Website and Available Information Our website is located at www.goldenent.com .
For the year ended December 31, 2024, we donated over $1.0 million and volunteered nearly 11,000 hours to various local and national organizations benefiting children 6 Table of Contents and local families, furthering the advancement of education and career opportunities, and promoting health awareness.
Our employees contributed approximately 6,500 volunteer hours to various local and national organizations that support children and local families, furthering the advancement of education and career opportunities, and promoting health awareness. We continue our partnership with the University of Nevada, Las Vegas (“UNLV”) on various projects, including employment outreach.
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Operations As of December 31, 2024, we conducted our business through three reportable segments: Nevada Casino Resorts, Nevada Locals Casinos and Nevada Taverns.
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Sartini, the Chairman of the Board of Directors and Chief Executive Officer of Golden, and affiliates (“Blake Sartini”) and seven of our casino real estate assets to VICI Properties Inc. (“VICI”) (the “ Sale Transaction”).
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Pahrump casinos : We own and operate three casino properties in Pahrump, Nevada, which is located approximately 60 miles from Las Vegas and is a gateway to Death Valley National Park.
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Pursuant to the agreement, Golden shareholders will receive consideration at a fixed exchange ratio of 0.902 shares of VICI common stock for the sale of the seven casino real estate assets to VICI and a cash dividend of $2.75 per share of Golden common stock to be paid to our shareholders of record as of the closing of the Sale Transaction.
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Intellectual Property We pursue registration of our important trademarks and service marks in the states where we do business and with the United States Patent and Trademark Office.
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In conjunction with the transaction VICI will assume and repay up to $426 million of the outstanding debt under our senior secured credit facilities and will enter into a master lease agreement with a newly formed entity that will be owned and controlled by Blake Sartini.
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Our directors, officers and key employees are also subject to a variety of regulatory requirements and various privileged licensing and related approval procedures in the various jurisdictions in which we operate gaming facilities.
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The Sale Transaction, which is expected to close in mid 2026, is subject to customary closing conditions, including the receipt of regulatory approvals and approval by a majority of Golden shareholders.
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We are also committed to energy efficiency and continue an ongoing effort of LED conversions, upgrading of escalators and elevators in various properties and replacing units with new efficient models at all our casino properties and branded tavern locations. Our long-term goal is to continue focusing on energy efficiency and conservation.
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The acquired Lucky’s and GAP taverns have been included in our Nevada Taverns reportable segment from the date of acquisition.
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In 2024, we continued our relationships with various local non-profit organizations to connect job seekers with employment opportunities within Golden and hosted hiring events throughout the ye ar. We continued our outreach to academic institutions, including UNLV, to offer internship programs for students within our Finance, Accounting, Hospitality, Marketing and Information Technology departments to source diverse candidates.
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Most of our branded taverns are located in the greater Las Vegas, Nevada metropolitan area and cater to local patrons seeking more convenient entertainment establishments than traditional casino properties. Our tavern patrons are typically younger than traditional casino customers, which diversifies our customer demographic.
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Additionally, we have expanded department level training and development initiatives with leadership facilitated instructor training. We have also invested in resources to make online training more accessible to our team members, which resulted in nearly 73,000 training courses completed in 2024. A safe workplace is our paramount goal.
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For the year ended December 31, 2025, we donated over $1.7 million to various charitable organizations, including a $0.5 million donation to Campus for Hope, a Southern Nevada housing stability development project.
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The average rate of pay for female salaried employees falls within 10% of the overall average pay for male employees in the same category.
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Further, we provide leadership and behavioral interviewing training to support investment in our top talent. We maintain recruitment opportunities on our website that also includes access to our Company’s policies and commitment statements.
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As of December 31, 2024, the ethnic distribution of the overall workforce was 47% Caucasian, 19% Hispanic, 13% two or more races, 10% Asian, 9% Black, followed by 2% other races (including American Indian, Alaskan Native, Native Hawaiian, and Pacific Islander).
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The training catalog includes multiple courses for leadership and management processes, as well as options to improve technical skills. We have also invested in resources to make online training more accessible to our team members, which resulted in over 100,000 total training courses completed in 2025 and 90% overall compliance companywide for required trainings.
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The breakdown for salaried team members was 62% Caucasian and 38% non-Caucasian (all other races) with 37% of management roles held by non-Caucasian team members. Among the overall workforce, as of December 31, 2024, 34% were under the age of 40 and 66% were over the age of 40, 10% of which were 65 and older.
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In 2025, we completed the design and initial testing of modules in core HR, payroll, benefits administration, recruiting, scheduling, training, and learning, talent management and timekeeping. Employees and Collective Bargaining Agreements As of December 31, 2025, approximately 1,350 of our approximately 4,900 employees were covered by various collective bargaining agreements.
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Individuals over the age of 40 represented 70% of the salaried workforce. Employees and Collective Bargaining Agreements 8 Table of Contents As of December 31, 2024, approximately 1,500 of our approximately 5,300 employees were covered by various collective bargaining agreements. At The STRAT, our employees are covered by three collective bargaining agreements.
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We webcast our earnings calls and post the materials used in meetings with members of the investment community on the Investors section of our website. Additionally, we provide notifications of news or announcements regarding our financial performance, including investor events and press and earnings releases on the Investors section of our website.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeStrikes and work stoppages could also result in adverse media attention or otherwise discourage customers from visiting our casino properties. As a result, a strike or other work stoppage at one of our casino properties could have a material adverse effect on the business of our casino properties and our financial condition, results of operations, and prospects.
Biggest changeAs a result, a strike or other work stoppage at one of our casino properties could have a material adverse effect on the business of our casino properties and our financial condition, results of operations, and prospects. 14 Table of Contents Any unexpected shutdown of one of our casino properties could have an adverse effect on the business of our casino properties and our results of operations.
Although we have amended our Bylaws to provide that Section 302A.671 (Control Share Acquisitions) of the Minnesota Business Corporation Act does not apply to or govern us, we remain subject to 302A.673 (Business Combinations) of the Minnesota Business Corporation Act, which generally prohibits us from engaging in business combinations with any “interested” shareholder for a period of four years following the shareholder’s share acquisition date, which may discourage, 20 Table of Contents delay or prevent a change in control of our company.
Although we have amended our Bylaws to provide that Section 302A.671 (Control Share Acquisitions) of the Minnesota Business Corporation Act does not apply to or govern us, we remain subject to 302A.673 (Business Combinations) of the Minnesota Business Corporation Act, which generally prohibits us from engaging in business combinations with any “interested” shareholder for a period of four years following the shareholder’s share acquisition date, which may discourage, 21 Table of Contents delay or prevent a change in control of our company.
The potential difficulties, and resulting costs and delays, relating to the integration of our business with our strategic acquisitions include: • the difficulty in integrating newly acquired businesses and operations efficiently and effectively; • the challenges in achieving strategic objectives, cost savings and other benefits expected from acquisitions; • the diversion of management’s attention from day-to-day operations and additional demands on management relating to an increase in size or scope of our company following a significant acquisition; • the assimilation of employees and the integration of different business cultures and challenges in retaining key personnel; • the need to integrate information, accounting, finance, sales, billing, payroll and regulatory compliance systems; and • challenges in combining product offerings and sales and marketing activities.
The potential difficulties, and resulting costs and delays, relating to the integration of our business with our strategic acquisitions include: • the difficulty in integrating newly acquired businesses and operations efficiently and effectively; • the challenges in achieving strategic objectives, cost savings and other benefits expected from acquisitions; • the diversion of management’s attention from day-to-day operations and additional demands on management relating to an increase in size or scope of our company following a significant acquisition; 17 Table of Contents • the assimilation of employees and the integration of different business cultures and challenges in retaining key personnel; • the need to integrate information, accounting, finance, sales, billing, payroll and regulatory compliance systems; and • challenges in combining product offerings and sales and marketing activities.
Net win is impacted by variations in the hold percentage (the ratio of net win to total amount wagered), or actual outcome, on our slot machines, table games, and all other games we provide to our customers. We use the hold percentage as an indicator of a game’s performance against its expected outcome.
Net win is impacted by variations in the hold percentage (the ratio of net win to total amount wagered), or actual outcome, on our slot machines, table games, and all other games we provide to our customers. We use the hold percentage as an indicator of a 15 Table of Contents game’s performance against its expected outcome.
Any actual or perceived deterioration or weakness in general, regional or local economic conditions, unemployment levels, the job or housing markets, consumer debt levels or consumer confidence, as well as any increase in gasoline prices, tax rates, interest rates, inflation rates or other adverse economic or market conditions, may lead to our customers having less discretionary income to spend on gaming, entertainment and 9 Table of Contents discretionary travel, any of which may have a material adverse effect on our business, financial condition, results of operations and prospects.
Any actual or perceived deterioration or weakness in general, regional or local economic conditions, unemployment levels, the job or housing markets, consumer debt levels or consumer confidence, as well as any increase in gasoline prices, tax rates, interest rates, inflation rates or other adverse economic or market conditions, may lead to our customers having less discretionary income to spend on gaming, entertainment and discretionary travel, any of which may have a material adverse effect on our business, financial condition, results of operations and prospects.
This redemption may 19 Table of Contents divert our cash resources from other productive uses and require us to obtain additional financing which, if in the form of equity financing, would be dilutive to our shareholders. Further, any debt financing may involve additional restrictive covenants and further leveraging of our fixed assets.
This redemption may divert our cash resources from other productive uses and require us to obtain additional financing which, if in the form of equity 20 Table of Contents financing, would be dilutive to our shareholders. Further, any debt financing may involve additional restrictive covenants and further leveraging of our fixed assets.
Due to this geographic concentration, our results of operations and financial condition are subject to 14 Table of Contents greater risks from changes in local and regional conditions, such as: • changes in local or regional economic conditions and unemployment rates; • changes in local and state laws and regulations, including gaming laws and regulations; • a decline in the number of residents in or near, or visitors to, our properties; • changes in the local or regional competitive environment; and • adverse weather conditions and natural disasters (including weather or road conditions that limit access to our properties).
Due to this geographic concentration, our results of operations and financial condition are subject to greater risks from changes in local and regional conditions, such as: • changes in local or regional economic conditions and unemployment rates; • changes in local and state laws and regulations, including gaming laws and regulations; • a decline in the number of residents in or near, or visitors to, our properties; • changes in the local or regional competitive environment; and • adverse weather conditions and natural disasters (including weather or road conditions that limit access to our properties).
Furthermore, such gaming authorities may require us to terminate the employment of any person who refuses to file appropriate applications. Either result could have a material adverse effect on our business, operations and prospects. Applicable gaming laws and regulations also restrict our ability to issue securities, incur debt and undertake other financing activities.
Furthermore, such gaming authorities may require us to terminate the employment of any person who refuses to file appropriate applications. Either result could have a material adverse effect on our business, operations and prospects. 12 Table of Contents Applicable gaming laws and regulations also restrict our ability to issue securities, incur debt and undertake other financing activities.
Gaming authorities may, in their sole and absolute discretion, require the holder of any securities issued by us to file applications, be investigated, and be found suitable to own our securities if they have reason to believe that the security 18 Table of Contents ownership would be inconsistent with the declared policies of their respective states.
Gaming authorities may, in their sole and absolute discretion, require the holder of any securities issued by us to file applications, be investigated, and be found suitable to own our securities if they have reason to believe that the security ownership would be inconsistent with the declared policies of their respective states.
Many of our employees, especially those who interact with our customers, receive a base salary or wage that is established by applicable state and federal laws that establish a minimum hourly wage that is, in turn, supplemented through tips and gratuities from customers. From time to time, state and federal lawmakers have increased the minimum wage.
Many of our employees, especially those who interact with our customers, receive a base salary or wage that is established by applicable state and federal laws that establish a minimum hourly wage that is, in turn, supplemented through tips and gratuities 13 Table of Contents from customers. From time to time, state and federal lawmakers have increased the minimum wage.
Our Credit Facility includes covenants restricting, among other things, our ability to incur indebtedness, issue redeemable or preferred stock, grant liens, sell assets (including capital stock of subsidiaries), pay dividends, redeem or repurchase capital stock, enter into affiliate transactions and merge or consolidate with another person.
Our Credit Facility includes 18 Table of Contents covenants restricting, among other things, our ability to incur indebtedness, issue redeemable or preferred stock, grant liens, sell assets (including capital stock of subsidiaries), pay dividends, redeem or repurchase capital stock, enter into affiliate transactions and merge or consolidate with another person.
Any violation of applicable anti-money laundering laws or regulations or the Foreign Corrupt Practices Act could adversely affect our business, financial condition, results of operations and prospects. 11 Table of Contents We handle significant amounts of cash in our operations and are subject to various reporting and anti-money laundering laws and regulations.
Any violation of applicable anti-money laundering laws or regulations or the Foreign Corrupt Practices Act could adversely affect our business, financial condition, results of operations and prospects. We handle significant amounts of cash in our operations and are subject to various reporting and anti-money laundering laws and regulations.
Various forms of internet gaming have been approved in Nevada, and legislation permitting internet gaming has been proposed by the federal government and other states. The expansion of internet gaming in Nevada and other jurisdictions could result in significant additional competition for our operations.
Various forms of internet gaming have been approved in Nevada, and legislation permitting internet gaming 11 Table of Contents has been proposed by the federal government and other states. The expansion of internet gaming in Nevada and other jurisdictions could result in significant additional competition for our operations.
While other factors like unemployment levels and market competition may either offset or magnify seasonal effects, some seasonality is likely to continue, which could result in significant fluctuation in our quarterly operating results. 15 Table of Contents We may be subject to risks arising from climate-related matters.
While other factors like unemployment levels and market competition may either offset or magnify seasonal effects, some seasonality is likely to continue, which could result in significant fluctuation in our quarterly operating results. We may be subject to risks arising from climate-related matters.
Our Credit Facility contains, and any future debt instruments likely will contain, covenants that may restrict our ability to implement our business plan, finance future operations, respond to changing business and economic conditions, secure 17 Table of Contents additional financing, and engage in opportunistic transactions, such as strategic acquisitions.
Our Credit Facility contains, and any future debt instruments likely will contain, covenants that may restrict our ability to implement our business plan, finance future operations, respond to changing business and economic conditions, secure additional financing, and engage in opportunistic transactions, such as strategic acquisitions.
The market price of our common stock may be significantly affected by many factors, including: • changes in general or local economic or market conditions; • quarterly variations in operating results; • strategic developments by us or our competitors; • developments in our relationships with our customers, distributors and suppliers; • regulatory developments or any breach, revocation or loss of any gaming license; • changes in our revenues, expense levels or profitability; • changes in financial estimates and recommendations by securities analysts; and • failure to meet the expectations of securities analysts.
The market price of our common stock may be significantly affected by many factors, including: • the impact of strategic transactions, such as the Sale Transaction; • changes in general or local economic or market conditions; • quarterly variations in operating results; • strategic developments by us or our competitors; • developments in our relationships with our customers, distributors and suppliers; • regulatory developments or any breach, revocation or loss of any gaming license; • changes in our revenues, expense levels or profitability; • changes in financial estimates and recommendations by securities analysts; and • failure to meet the expectations of securities analysts.
Work stoppages, labor problems and unexpected shutdowns may limit our operational flexibility and negatively impact our future profits. As of December 31, 2024, we had approximately 1,500 employees at our casino properties covered by collective bargaining agreements, representing 28% of our total workforce.
Work stoppages, labor problems and unexpected shutdowns may limit our operational flexibility and negatively impact our future profits. As of December 31, 2025, we had approximately 1,350 employees at our casino properties covered by collective bargaining agreements, representing 28% of our total workforce.
Among other things, our systems are susceptible 13 Table of Contents to outages due to fire, floods, power loss, break-ins, cybersecurity incidents, network penetration, denial of service attacks and similar events.
Among other things, our systems are susceptible to outages due to fire, floods, power loss, break-ins, cybersecurity incidents, network penetration, denial of service attacks and similar events.
Risks Related to Our Business and Operations Our business may be adversely affected by economic conditions, acts of terrorism, natural disasters, severe weather, contagious diseases and other factors affecting discretionary consumer spending, any of which could have a material adverse effect on our business.
Our business may be adversely affected by economic conditions, acts of terrorism, natural disasters, severe weather, contagious diseases and other factors affecting discretionary consumer spending, any of which could have a material adverse effect on our business.
Our Credit Facility includes a $240 million Revolving Credit Facility, which had borrowing availability of $220 million at December 31, 2024. If new indebtedness is added to our current level of indebtedness, the related risks that we now face could intensify.
Our Credit Facility includes a $240 million Revolving Credit Facility, which had borrowing availability of $195 million at December 31, 2025. If new indebtedness is added to our current level of indebtedness, the related risks that we now face could intensify.
As of December 31, 2024, our senior indebtedness, excluding unamortized debt issuance costs, was $414 million, which was comprised of $394 million in principal amount of outstanding term loan borrowings under our senior secured credit facility with JPMorgan Chase Bank, N.A.
As of December 31, 2025, our senior indebtedness, excluding unamortized debt issuance costs, was $435 million, which was comprised of $390 million in principal amount of outstanding term loan borrowings under our senior secured credit facility with JPMorgan Chase Bank, N.A.
As of December 31, 2024, our executive officers and directors and entities affiliated with them owned, in the aggregate, approximately 25% of the outstanding shares of our common stock.
As of December 31, 2025, our executive officers and directors and entities affiliated with them owned, in the aggregate, approximately 27% of the outstanding shares of our common stock.
(as administrative agent and collateral agent) (the “Credit Facility”) and $20 million in principal amount of outstanding borrowings under our revolving credit facility (the “Revolving Credit Facility”).
(as administrative agent and collateral agent) (the “Credit Facility”) and $45 million in principal amount of outstanding borrowings under the Credit Facility’s revolving credit facility (the “Revolving Credit Facility”).
As a result, we may not be successful in 12 Table of Contents obtaining insurance without cost increases or decreases in coverage levels.
As a result, we may not be successful in obtaining insurance without cost increases or decreases in coverage levels.
Gaming authorities have very broad discretion in determining whether an applicant should be deemed suitable.
Gaming authorities have very broad 19 Table of Contents discretion in determining whether an applicant should be deemed suitable.
Compliance with applicable privacy laws and regulations that are subject to frequent changes may increase our operating costs and/or adversely impact our ability to market our products, properties and services to our guests.
Our collection and use of personal data are governed by state and federal privacy laws and regulations. Compliance with applicable privacy laws and regulations that are subject to frequent changes may increase our operating costs and/or adversely impact our ability to market our products, properties and services to our guests.
As a result, litigation can have a significant adverse effect on our businesses and, because we cannot predict the outcome of any action, it is possible that adverse judgments or settlements could have a material adverse effect on our business, financial condition, results of operations and prospects.
As a result, litigation can have a significant adverse effect on our businesses and, because we cannot predict the outcome of any action, it is possible that adverse judgments or settlements could have a material adverse effect on our business, financial condition, results of operations and prospects. 16 Table of Contents We depend on a limited number of key employees who would be difficult to replace.
We believe our success depends to a significant degree on our ability to attract and retain highly skilled personnel. The competition for these types of personnel is intense and we compete with other potential employers for the services of our employees. As a result, we may not succeed in hiring and retaining the executives and other employees that we need.
The competition for these types of personnel is intense and we compete with other potential employers for the services of our employees. As a result, we may not succeed in hiring and retaining the executives and other employees that we need.
Our properties are also subject to federal, state, provincial and local laws and regulations regarding water rights and changes in these laws and regulations may adversely affect our operations. Many states and companies have adopted or plan to implement greenhouse gas (“GHG”) emissions programs.
Our properties are also subject to federal, state, provincial and local laws and regulations regarding water rights and changes in these laws and regulations may adversely affect our operations.
Any unexpected shutdown of one of our casino properties could have an adverse effect on the business of our casino properties and our results of operations. There can be no assurance that we will be adequately prepared for unexpected events, including political or regulatory actions, which may lead to a temporary or permanent shutdown of any of our casino properties.
There can be no assurance that we will be adequately prepared for unexpected events, including political or regulatory actions, which may lead to a temporary or permanent shutdown of any of our casino properties. Our reputation and business could be materially harmed as a result of data breaches, data theft, unauthorized access or cybersecurity incidents.
We depend on a limited number of key employees who would be difficult to replace. We depend on a limited number of key personnel to manage and operate our business, including our Chief Executive Officer, our President and Chief Financial Officer, and our Chief Operating Officer.
We depend on a limited number of key personnel to manage and operate our business, including our Chief Executive Officer, our President and Chief Financial Officer, and our Chief Operating Officer. We believe our success depends to a significant degree on our ability to attract and retain highly skilled personnel.
In addition, bringing the legacy systems for acquired businesses into compliance with the requirements of the Sarbanes-Oxley Act of 2002 may cause us to incur substantial additional expenses. 16 Table of Contents Our reputation and business could be negatively impacted as a result of environmental, social and governance matters.
Combining our different systems, technology, networks and business practices could be more difficult and time consuming than we anticipated and could result in additional unanticipated expenses. In addition, bringing the legacy systems for acquired businesses into compliance with the requirements of the Sarbanes-Oxley Act of 2002 may cause us to incur substantial additional expenses.
Our reputation and business could be materially harmed as a result of data breaches, data theft, unauthorized access or cybersecurity incidents. We collect and store confidential, personal information relating to our employees, guests, and others for various business purposes, including marketing, promotional and financial purposes, as well as credit card information for processing payments.
We collect and store confidential, personal information relating to our employees, guests, and others for various business purposes, including marketing, promotional and financial purposes, as well as credit card information for processing payments. We may share confidential or personal information with vendors or other third parties.
Renovations and other capital improvements of casino properties in particular require significant capital expenditures. For example, between May 2018 and December 31, 2024, we invested over $182 million in strategic renovations of The STRAT. Any such renovations and capital improvements usually generate little or no cash flow until the projects are completed.
Renovations and other capital improvements of casino properties in particular require significant capital expenditures. Any such renovations and capital improvements usually generate little or no cash flow until the projects are completed. We may not be able to fund such projects solely from cash provided by operating activities.
During 2024, the market price of our common stock has ranged from $27.67 to $40.15.
During 2025, the market price of our common stock has ranged from $20.11 to $34.09.
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We may 10 Table of Contents not be able to fund such projects solely from cash provided by operating activities.
Added
Risks Related to Our Business and Operations The Sale Transaction remains subject to the satisfaction of certain closing conditions, including the receipt of regulatory and shareholder approvals, and any anticipated benefits from such transaction may take longer to realize than expected or may not be realized at all.
Removed
We may share confidential or personal information with vendors or other third parties. Our collection and use of personal data are governed by state and federal privacy laws and regulations.
Added
The Sale Transaction is subject to certain closing conditions, which may not be satisfied within the anticipated timeframe or at all. For example, completion of the transaction remains subject to the receipt of certain regulatory approvals.
Removed
New GHG emissions legislation or regulations may potentially increase energy or capital expenditures costs to comply with the new laws or limit our guests’ ability to travel to our properties.
Added
There can be no assurance that any required regulatory approvals will be obtained, and the regulatory authorities from which approvals are required may impose conditions on the consummation of the transaction or require changes to the terms of the transaction or agreements to be entered into in connection with the transaction.
Removed
Combining our different systems, technology, networks and business practices could be more difficult and time consuming than we anticipated and could result in additional unanticipated expenses.
Added
Such conditions or changes and the process of obtaining regulatory approvals could have the effect of delaying or impeding the completion of the transaction, which might reduce the anticipated benefits to us of the transaction or have an adverse effect on our business, financial condition and results of operations.
Removed
Regulators, investors and other stakeholders are increasingly focused on environmental, social, and governance (“ESG”) matters. For example, new laws and regulations relating to ESG matters, including human rights and human capital, diversity, sustainability, climate change and cybersecurity, are under consideration or may be adopted, which may include specific, target-driven disclosure requirements or obligations.
Added
The completion of the Sale Transaction is also subject to the satisfaction of additional closing conditions, including, among others, (i) receipt of approval of Golden shareholders, (ii) receipt of all waivers, consents, clearances, approvals and authorizations required under applicable gaming and liquor laws, which approvals must remain in full force and effect; (iii) completion of the pre-closing restructuring in accordance with the master transaction agreement, (iv) the absence of any restraining order, injunction or other judgment, order or decree from any applicable governmental authority prohibiting the consummation of the transaction, (v) approval for listing on the New York Stock Exchange, subject to official notice of issuance, of VICI’s shares to be issued in the Sale Transaction, (vi) the accuracy of each party’s representations and warranties in the master transaction agreement, subject to applicable bring-down standards, (vii) compliance of each party with its respective covenants under the master transaction agreement, (viii) the absence of a material adverse effect on the parties to the master transaction agreement, (ix) delivery of officer certificates, and (x) receipt of a tax opinion regarding the qualification of the transaction as a reorganization under Section 368(a) of the Internal Revenue Code of 1986.
Removed
We may incur increasing compliance costs, including from increased investment in technology and appropriate expertise, related to the implementation of new practices, GHG monitoring and reporting processes, all entailing additional compliance risks.
Added
No assurance can be given that these or any other required conditions to closing will be satisfied. If the conditions precedent to the Sale Transaction are not satisfied, the Sale Transaction will not be consummated unless such conditions are validly waived.
Removed
In addition, we have undertaken or announced a number of ESG initiatives and goals, which will require ongoing investment, and there is no assurance that the intended outcome will be achieved. Consumer, government and other stakeholders’ perceptions of our efforts often differ widely and present risks to our reputation and brands.
Added
Such conditions may jeopardize or delay the completion of the transaction or may reduce the anticipated benefits of the transaction.
Removed
Our performance could be compared to the performance of our peers and criticized for the scope of our ability to implement certain initiatives or achieve certain goals.
Added
If the Sale Transaction is not consummated, or is not consummated on a timely basis, our business may be adversely affected and, without realizing any of the benefits of having consummated such transaction, we may be subject to additional risks, costs and expenses, including, but not limited to, the following: • we will be required to pay our costs relating to such transaction, such as legal, accounting, financial advisory and printing fees, whether or not the transaction is consummated; • the diversion of time and resources committed by our management to matters relating to the transaction could otherwise have been devoted to pursuing other beneficial opportunities; 10 Table of Contents • we may be subject to negative publicity or be negatively perceived by the investment or business communities as a result of the failure to consummate the transaction; • we would have incurred significant expenses relating to such transaction that we may be unable to recover, including termination fees if applicable; and • we may be subject to litigation related to the failure to consummate the transactions or to perform our obligations under the respective transaction agreements.
Removed
For example, external factors may influence our ability to meet certain sustainability goals or initiatives which depend in part on third-party collaboration, timing of regulatory requirements implementation, the availability of suppliers that can satisfy new requirements, mitigation innovations and/or the availability of economically feasible solutions at scale.
Added
Strikes and work stoppages could also result in adverse media attention or otherwise discourage customers from visiting our casino properties.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur management team has formed a dedicated group, including our General Counsel, Chief Technology Officer, and key 21 Table of Contents information technology team members from our information technology security, compliance, vendor management office and our project management office, which is responsible for assessing and managing our material risks from cybersecurity threats.
Biggest changeOur management team has formed a dedicated group, including our General Counsel, Chief Technology & Information 22 Table of Contents Security Officer, and key information technology team members from our information technology security, compliance, vendor management office and our project management office, which is responsible for assessing and managing our material risks from cybersecurity threats.
Our Chief Technology Officer has over 30 years of experience in cybersecurity related to infrastructure (on-premise and cloud based), security (managed both internally and by third-party providers), and development (agile and waterfall methodologies). Our Chief Technology Officer is supported by a team of information security and compliance professionals and third-party partners.
Our Chief Technology & Information Security Officer has over 30 years of experience in cybersecurity related to infrastructure (on-premise and cloud based), security (managed both internally and by third-party providers), and development (agile and waterfall methodologies). Our Chief Technology & Information Security Officer is supported by a team of information security and compliance professionals and third-party partners.
Our Board of Directors also receives briefings from management on our cyber risk management program, including presentations on cybersecurity topics from our Chief Technology Officer, internal security staff or external experts as part of the Board’s continuing education on topics that impact public companies.
Our Board of Directors also receives briefings from management on our cyber risk management program, including presentations on cybersecurity topics from our Chief Technology & Information Security Officer, internal security staff or external experts as part of the Board’s continuing education on topics that impact public companies.
The Audit Committee receives semi-annual reports from our General Counsel and Chief Technology Officer on our cybersecurity risks and the implementation of our cybersecurity risk management program. In addition, management updates the Audit Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential.
The Audit Committee receives semi-annual reports from our General Counsel and Chief Technology & Information Security Officer on our cybersecurity risks and the implementation of our cybersecurity risk management program. In addition, management updates the Audit Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential.
In addition, subsequent to our fiscal year end, on January 6, 2025, we became a member of the Retail & Hospitality — Information Sharing and Analysis Center, a non-profit organization that will allow us to further strengthen our cybersecurity risk management by gaining gaming industry specific knowledge and intelligence.
In addition, on January 6, 2025, we became a member of the Retail & Hospitality — Information Sharing and Analysis Center, a non-profit organization that will allow us to further strengthen our cybersecurity risk management by gaining gaming industry specific knowledge and intelligence.

Item 2. Properties

Properties — owned and leased real estate

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PROPERTIES The location and characteristics of our properties are provided in Part I, Item 1: Business of this Annual Report. 22 Table of Contents The following table provides further information on our properties and identifies the properties subject to leases of the underlying real estate assets as of December 31, 2024: Name and Location Approximate Acres Notes Nevada Casino Resorts The STRAT (Las Vegas, NV) 34 Approximately 9 acres are undeveloped and reserved for future development and approximately 8 acres have been leased to an independent third-party operating Atomic Golf, a premier golf entertainment venue.
Added
ITEM 2. PROPERTIES The location and characteristics of our properties are provided in Part I, Item 1: Business of this Annual Report.
Removed
Aquarius (Laughlin, NV) 18 Approximately 2 acres are undeveloped and reserved for future development. Edgewater (Laughlin, NV) 16 In addition, we lease approximately 20 acres of land for the Laughlin Event Center for our Laughlin casino properties. The lease is with an unrelated party and expires in 2027. Colorado Belle 22 The operations of this casino resort remain suspended.
Added
The following table provides further information on our properties and identifies the properties subject to leases of the underlying real estate assets as of December 31, 2025: Name and Location Approximate Acres Owned Leased Nevada Casino Resorts The STRAT (Las Vegas, NV) 36 Owned Aquarius (Laughlin, NV) 19 Owned Edgewater (Laughlin, NV) 16 Owned Colorado Belle-closed (Laughlin, NV) 22 Owned Nevada Locals Casinos Arizona Charlie’s Boulder (Las Vegas, NV) 24 Owned Arizona Charlie’s Decatur (Las Vegas, NV) 17 Owned Pahrump Nugget (Pahrump, NV) 38 Owned Lakeside Casino & RV Park (Pahrump, NV) 32 Owned Gold Town Casino (Pahrump, NV) 9 Leased Nevada Taverns 72 branded tavern locations (Las Vegas, NV and Reno, NV) — Leased Corporate and Other Company headquarters (Las Vegas, NV) — Leased Office and warehouse (Las Vegas, NV) — Leased
Removed
Nevada Locals Casinos Arizona Charlie’s Boulder (Las Vegas, NV) 24 Arizona Charlie’s Decatur (Las Vegas, NV) 17 We lease office, storage and laundry space for our Arizona Charlie’s Decatur in an adjacent shopping center. The lease is with an unrelated party and expires in 2097.
Removed
Gold Town Casino (Pahrump, NV) 7 The casino property is located on four leased parcels of land. The leases are with unrelated third parties and have various expiration dates beginning in 2026 and we sublease approximately two of the acres to an unrelated third party.
Removed
Lakeside Casino & RV Park (Pahrump, NV) 35 Pahrump Nugget (Pahrump, NV) 40 Approximately 20 acres are undeveloped and reserved for future development. Nevada Taverns 72 branded tavern locations (Las Vegas, NV and Reno, NV) — All tavern locations are leased with lease terms ranging from 5 to 20 years, with various renewal options from 5 to 25 years.
Removed
Corporate and Other Company headquarters (Las Vegas, NV) — The locations are leased with lease terms ranging from 5 to 10 years, with two 5-year renewal options. Office and warehouse space (NV) — The location is leased with a lease term of 5 years, with one 5-year renewal option.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe following table presents our dividends declared for the year ended December 31, 2024: Declaration Date Record Date Payment Date Amount per Share Aggregate Amount (in thousands) February 27, 2024 March 18, 2024 April 4, 2024 $ 0.25 $ 7,237 May 2, 2024 June 14, 2024 July 2, 2024 $ 0.25 $ 7,107 August 6, 2024 September 17, 2024 October 2, 2024 $ 0.25 $ 6,962 November 5, 2024 December 20, 2024 January 7, 2025 $ 0.25 $ 6,641 In addition, subsequent to our fiscal year end, on February 25, 2025, our Board of Directors authorized our next recurring quarterly cash dividend of $0.25 per share of our common stock payable on April 2, 2025 to shareholders of record as of March 21, 2025.
Biggest changeAs of December 31, 2025, the dividends declared by our Board of Directors under this program were as follows: Declaration Date Record Date Payment Date Amount per Share Aggregate Amount (in thousands) February 27, 2024 March 18, 2024 April 4, 2024 $ 0.25 $ 7,237 May 2, 2024 June 14, 2024 July 2, 2024 0.25 7,107 August 6, 2024 September 17, 2024 October 2, 2024 0.25 6,962 November 5, 2024 December 20, 2024 January 7, 2025 0.25 6,641 February 25, 2025 March 21, 2025 April 2, 2025 0.25 6,631 May 5, 2025 June 25, 2025 July 9, 2025 0.25 6,540 August 5, 2025 September 25, 2025 October 3, 2025 0.25 6,543 November 4, 2025 December 22, 2025 January 6, 2026 0.25 6,546 In addition, subsequent to our fiscal year end, on February 24, 2026, our Board of Directors authorized our next recurring quarterly cash dividend of $0.25 per share of our common stock payable on April 1, 2026 to shareholders of record as of March 18, 2026.
Commencing in February 2024, our Board of Directors has declared a recurring quarterly cash dividend of $0.25 per share of our common stock.
Dividends Commencing in February 2024, our Board of Directors has declared a recurring quarterly cash dividend of $0.25 per share of our common stock.
Stock Performance Graph The following performance graph compares the cumulative five-year shareholders’ returns (based on the appreciation of the market price of our common stock) on an indexed basis with the Nasdaq Composite Index and the Dow Jones US Gambling index, during the five years ended December 31, 2024.
Stock Performance Graph The following performance graph compares the cumulative five-year shareholders’ returns (based on the appreciation of the market price of our common stock) on an indexed basis with the Nasdaq Composite Index and the Dow Jones US Gambling index, during the five years ended December 31, 2025.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is traded on the Nasdaq Global Market under the ticker symbol “GDEN.” As of February 17, 2025, there were 254 shareholders of record of our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is traded on the Nasdaq Global Market under the ticker symbol “GDEN.” As of February 17, 2026, there were 237 shareholders of record of our common stock.
The graph plots the changes in value of an initial $100 investment over the indicated time period, assuming all dividends are reinvested. The stock price performance in this graph is not necessarily indicative of future performance.
The graph plots the changes in value of an initial $100 investment over the indicated time period, assuming all dividends are reinvested.
Refer to “ Note 8 — Shareholders’ Equity and Stock Incentive Plans ” in Part II, Item 8: Financial Statements and Supplemental Data of this Annual Report for additional information regarding our share repurchase program.
Refer to “ Note 8 — Shareholders’ Equity and Stock Incentive Plans ” in Part II, Item 8: Financial Statements and Supplemental Data of this Annual Report for additional information regarding our share repurchase program. We did not repurchase any shares of common stock under our share repurchase program during the three months ended December 31, 2025.
Cumulative Total Returns - Year Ending December 31, 2019 2020 2021 2022 2023 2024 Golden Entertainment, Inc. $ 100.00 $ 103.49 $ 262.90 $ 194.59 $ 218.47 $ 178.40 NASDAQ Composite 100.00 144.92 177.06 119.45 172.77 223.87 Dow Jones US Gambling 100.00 88.55 77.17 57.48 74.67 74.15 The performance graph and the related chart and text should not be deemed filed or incorporated by reference into any other filing by us under the Securities Act of 1933, as amended or the Exchange Act of 1934, as amended except to the extent we specifically incorporate the performance graph by reference herein.
The stock price performance in this graph is not necessarily indicative of future performance. 24 Table of Contents Cumulative Total Returns - Year Ending December 31, 2020 2021 2022 2023 2024 2025 Golden Entertainment, Inc. $ 100.00 $ 254.05 $ 188.03 $ 211.11 $ 172.40 $ 154.03 NASDAQ Composite 100.00 122.18 82.43 119.22 154.48 187.14 Dow Jones US Gambling 100.00 87.15 64.91 84.33 83.74 80.72 The performance graph and the related chart and text should not be deemed filed or incorporated by reference into any other filing by us under the Securities Act of 1933, as amended or the Exchange Act of 1934, as amended except to the extent we specifically incorporate the performance graph by reference herein.
Removed
Dividends In July 2023, our Board of Directors declared a one-time cash dividend of $2.00 per share of our outstanding common stock, totaling $57.7 million in the aggregate. The one-time cash dividend was paid on August 25, 2023 to our shareholders of record as of August 11, 2023.
Removed
The following table presents our common stock purchases made pursuant to our share repurchase program for the three months ended December 31, 2024: Total Number of Shares Purchased (1) Average Price per Share (2) Total Number of Shares Purchased as Part of a Publicly Announced Program Approximate Dollar Value That May Yet Be Purchased Under the Program (in millions) Period October 1-31, 2024 134,613 $ 31.19 134,613 $ 31.4 (3) November 1-30, 2024 626,598 33.80 626,598 110.2 (4) December 1-31, 2024 326,929 32.97 326,929 99.4 Total 1,088,140 $ 32.65 1,088,140 $ 99.4 (1) All repurchased shares were retired and constitute authorized but not unissued shares.
Removed
Shares repurchased to settle employee tax withholding related to the vesting of RSUs or exercise of options are not included in the table above.
Removed
(2) Average price paid per share includes broker commissions but excludes our liability under the 1% excise tax on the net 24 Table of Contents amount of our share repurchases required by the Inflation Reduction Act of 2022. (3) Represents shares repurchased pursuant to a Rule 10b51-1 trading plan.
Removed
(4) On November 5, 2024, our Board of Directors increased our share repurchase authorization by $100 million.
Removed
ITEM 6. [ RESERVED] 25 Table of Contents

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

44 edited+12 added−25 removed37 unchanged
Biggest changeWe define “Adjusted EBITDA Margin” as Adjusted EBITDA as a percentage of segment revenue. 29 Table of Contents The following table presents our revenues, Adjusted EBITDA and Adjusted EBITDA Margin by reportable segment and our Corporate and Other category reconciled to total revenue and total Adjusted EBITDA along with the reconciliation of total Adjusted EBITDA to our consolidated net income: Year Ended December 31, (In thousands) 2024 2023 2022 Revenues Nevada Casino Resorts $ 399,139 $ 413,058 $ 406,950 Nevada Locals Casinos 150,972 157,435 157,514 Nevada Taverns 109,723 109,215 109,965 Distributed Gaming 6,019 320,680 365,472 Maryland Casino Resort — 43,456 78,010 Total reportable segments 665,853 1,043,844 1,117,911 Corporate and Other 965 9,305 3,808 Total revenues $ 666,818 $ 1,053,149 $ 1,121,719 Adjusted EBITDA Nevada Casino Resorts $ 103,338 $ 120,256 $ 135,104 Nevada Locals Casinos 66,504 73,846 75,848 Nevada Taverns 27,137 32,682 37,610 Distributed Gaming 484 34,545 44,021 Maryland Casino Resort — 12,652 25,383 Total reportable segments 197,463 273,981 317,966 Corporate and Other (42,088) (51,459) (50,886) Total Adjusted EBITDA $ 155,375 $ 222,522 $ 267,080 Adjusted EBITDA Margin by reportable segment Nevada Casino Resorts 26 % 29 % 33 % Nevada Locals Casinos 44 % 47 % 48 % Nevada Taverns 25 % 30 % 34 % Income before income tax provision $ 72,794 $ 331,963 $ 82,867 Income tax provision (22,063) (76,207) (521) Net income 50,731 255,756 82,346 Adjustments Depreciation and amortization 90,034 88,933 100,123 Non-cash lease (benefit) expense (380) (15) 165 Share-based compensation 10,434 13,476 13,433 (Gain) loss on disposal of assets (213) (228) 934 Gain on sale of businesses (69,238) (303,179) — Loss on debt extinguishment and modification 4,446 1,734 1,590 Preopening and related expenses (1) 508 760 161 Impairment of assets 2,399 12,072 — Other, net 9,707 11,491 4,317 Interest expense, net 34,884 65,515 63,490 Income tax provision 22,063 76,207 521 Adjusted EBITDA $ 155,375 $ 222,522 $ 267,080 (1) Preopening and related expenses consist of labor, food, utilities, training, initial licensing, rent and organizational costs incurred in connection with the opening of branded taverns and food and beverage and other venues within our casino locations. 30 Table of Contents Nevada Casino Resorts Revenues decreased by $13.9 million, or 3%, and Adjusted EBITDA decreased by $16.9 million, or 14%, for the year ended December 31, 2024 compared to the prior year.
Biggest changeThe following table presents our revenues, Adjusted EBITDA and Adjusted EBITDA Margin by reportable segment and our Corporate and Other category reconciled to total revenue and total Adjusted EBITDA along with the reconciliation of total Adjusted EBITDA to our consolidated net (loss) income: 29 Table of Contents Year Ended December 31, (In thousands) 2025 2024 2023 Revenues Nevada Casino Resorts $ 375,641 $ 399,139 $ 413,058 Nevada Locals Casinos 150,917 150,972 157,435 Nevada Taverns 107,199 109,723 109,215 Distributed Gaming — 6,019 320,680 Maryland Casino Resort — — 43,456 Total reportable segments 633,757 665,853 1,043,844 Corporate and Other 1,154 965 9,305 Total revenues $ 634,911 $ 666,818 $ 1,053,149 Adjusted EBITDA Nevada Casino Resorts $ 92,398 $ 103,338 $ 120,256 Nevada Locals Casinos 67,913 66,504 73,846 Nevada Taverns 25,211 27,137 32,682 Distributed Gaming — 484 34,545 Maryland Casino Resort — — 12,652 Total reportable segments 185,522 197,463 273,981 Corporate and Other (45,489) (42,088) (51,459) Total Adjusted EBITDA $ 140,033 $ 155,375 $ 222,522 Adjusted EBITDA Margin by reportable segment Nevada Casino Resorts 25 % 26 % 29 % Nevada Locals Casinos 45 % 44 % 47 % Nevada Taverns 24 % 25 % 30 % (Loss) income before income tax benefit (provision) $ (9,134) $ 72,794 $ 331,963 Income tax benefit (provision) 3,091 (22,063) (76,207) Net (loss) income (6,043) 50,731 255,756 Adjustments Depreciation and amortization 90,282 90,034 88,933 Non-cash lease benefit (402) (380) (15) Share-based compensation 9,249 10,434 13,476 Loss (gain) on disposal of assets 10,240 (213) (228) Gain on sale of businesses — (69,238) (303,179) Loss on debt extinguishment and modification — 4,446 1,734 Preopening and related expenses (1) 718 508 760 System implementation costs (2) 638 — — Impairment of assets — 2,399 12,072 Other, net 7,777 9,707 11,491 Interest expense, net 30,665 34,884 65,515 Income tax (benefit) provision (3,091) 22,063 76,207 Adjusted EBITDA $ 140,033 $ 155,375 $ 222,522 (1) Preopening and related expenses consist of labor, food, utilities, training, initial licensing, rent and organizational costs incurred in connection with the opening of branded taverns and food and beverage and other venues within our casino properties.
In addition, commencing in February 2024, our Board of Directors has declared a recurring quarterly cash dividend of $0.25 per share of our common stock outstanding, the first of which was paid on April 4, 2024.
Commencing in February 2024, our Board of Directors has declared a recurring quarterly cash dividend of $0.25 per share of our common stock outstanding, the first of which was paid on April 4, 2024.
We completed the sales of Rocky Gap on July 25, 2023 for aggregate cash consideration of $260.0 million, our distributed gaming operations in Montana on September 13, 2023 for cash consideration of $109.0 million plus working capital and other adjustments and net of cash transferred at closing, and our distributed gaming operations in Nevada on January 10, 2024 for cash consideration of $213.5 million plus working capital and other adjustments and net of cash transferred at closing.
We completed the sales of Rocky Gap on July 25, 2023 for aggregate cash consideration of $260.0 million, our distributed 25 Table of Contents gaming operations in Montana on September 13, 2023 for cash consideration of $109.0 million plus working capital and other adjustments and net of cash transferred at closing, and our distributed gaming operations in Nevada on January 10, 2024 for cash consideration of $213.5 million plus working capital and other adjustments and net of cash transferred at closing.
Changes in applicable laws or regulations could have a material adverse effect on us. 34 Table of Contents The gaming industry represents a significant source of tax revenues to regulators. From time to time, various federal and state legislators and officials have proposed changes in tax law, or in the administration of such law, affecting the gaming industry.
Changes in applicable laws or regulations could have a material adverse effect on us. The gaming industry represents a significant source of tax revenues to regulators. From time to time, various federal and state legislators and officials have proposed changes in tax law, or in the administration of such law, affecting the gaming industry.
(2) Includes total operating lease interest obligations of $32.0 million. (3) Includes total finance lease interest obligations of $0.2 million. (4) Represents obligations related to license agreements. Other Opportunities We may investigate and pursue expansion opportunities in our existing or new markets from time to time.
(2) Includes total operating lease interest obligations of $34.3 million. (3) Includes total finance lease interest obligations of $0.1 million. (4) Represents obligations related to license agreements. Other Opportunities We may investigate and pursue expansion opportunities in our existing or new markets from time to time.
We performed a quantitative assessment to determine fair value estimates of our indefinite lived trade names at each of our reporting units using the relief from royalty method under the income approach to compare to the corresponding carrying value of the trade names.
We performed a quantitative assessment to determine fair value estimates of our indefinite lived trade names at each of our reporting units using the relief from royalty method under the income approach to compare to the corresponding carrying value of the trade 33 Table of Contents names.
As of December 31, 2024, we had borrowing availability of $220.0 million under our Revolving Credit Facility (refer to “ Note 7 — Long-Term Debt ” in Part II, Item 8: Financial Statements and Supplemental Data of this Annual Report for additional information regarding our Revolving Credit Facility).
As of December 31, 2025, we had borrowing availability of $195.0 million under our Revolving Credit Facility (refer to “ Note 7 — Long-Term Debt ” in Part II, Item 8: Financial Statements and Supplemental Data of this Annual Report for additional information regarding our Revolving Credit Facility).
The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the 33 Table of Contents disclosure of contingent assets and liabilities at the balance sheet date and reported amounts of revenue and expenses during the reporting period.
The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the balance sheet date and reported amounts of revenue and expenses during the reporting period.
There is no minimum number of shares that we are required to repurchase 32 Table of Contents and the repurchase program may be suspended or discontinued at any time without prior notice.
There is no minimum number of shares that we are required to repurchase and the repurchase program may be suspended or discontinued at any time without prior notice.
Gain on Sale of Businesses The $69.2 million gain on sale of businesses for the year ended December 31, 2024 related to the sale of our distributed gaming operations in Nevada on January 10, 2024 as offset by working capital and other adjustments recognized during the period.
The $69.2 million gain on sale of businesses for the year ended December 31, 2024 related to the sale of our distributed gaming operations in Nevada on January 10, 2024, partially offset by working capital and other adjustments recognized during the prior year.
Income Taxes The effective income tax rate for the year ended December 31, 2024 w as 30.31%, which differed from the federal income tax rate of 21% primarily due to the tax effect of the sale of our distributed gaming operations in Nevada and the benefit recorded from the reduction of our uncertain tax positions payable.
The effective income tax rate f or the year ended December 31, 2024 was 30.31%, which differed from the federal tax rate of 21% primarily due to the tax effect of the sale of our distributed gaming operations in Nevada and the benefit recorded from the 28 Table of Contents reduction of our uncertain tax positions payable.
The $48.8 million, or 15%, increase in net cash used in financing activities in 2024 compared to 2023 primarily related to a $276.5 million payment to redeem and repay in full our 2026 Unsecured Notes and a $82.4 million year-over-year increase in the aggregate amount paid for the repurchases of our common stock under our share repurchase program.
The $341.3 million, or 90%, decrease in net cash used in financing activities in 2025 compared to 2024 primarily related to a $276.5 million payment to redeem and repay in full our 2026 Unsecured Notes in 2024 and a $69.3 million year-over-year decrease in the aggregate amount paid for the repurchases of our common stock under our share repurchase program.
Gain or Loss on Disposal of Assets Gain on disposal of assets in the amount of $0.2 million for the year ended December 31, 2024 was primarily driven by disposal of certain assets in our Nevada Locals Casinos segment.
Gain on disposal of assets in the amount of $0.2 million for the year ended December 31, 2024 was primarily driven by disposal of certain assets in our Nevada Locals Casinos reportable segment. Gain on Sale of Businesses We had no gain on sale of businesses for the year ended December 31, 2025.
As of December 31, 2024, the value of our goodwill and indefinite-lived trade names was $86.5 million and $48.0 million, respectively. As of December 31, 2023, the value of our goodwill and indefinite-lived intangible assets was $84.3 million and $47.9 million, respectively.
As of December 31, 2025 and 2024, the value of our goodwill and indefinite-lived trade names was $86.5 million and $48.0 million, respectively.
Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 For a discussion of our results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022, see “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023. 31 Table of Contents Liquidity and Capital Resources As of December 31, 2024, we had $57.7 million in cash and cash equivalents.
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 For a discussion of our results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023, see “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024.
Refer to “ Note 7 — Long-Term Debt ” in Part II, Item 8: Financial Statements and Supplemental Data of this Annual Report for additional information. Our operating results and performance depend significantly on national, regional and local economic conditions and their effect on consumer spending.
Refer to “ Note 8 — Shareholders’ Equity and Stock Incentives Plans ” in Part II, Item 8: Financial Statements and Supplemental Data of this Annual Report for further discussion on dividends. Our operating results and performance depend significantly on national, regional and local economic conditions and their effect on consumer spending.
Net cash used in investing activities was $51.3 million for the year ended December 31, 2022. Net cash used in financing activities was $379.4 million, $330.6 million and $177.4 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Net cash used in financing activities was $38.1 million, $379.4 million and $330.6 million for the years ended December 31, 2025, 2024 and 2023, respectively.
The following discussion and analysis should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere in this Annual Report for the year ended December 31, 2024. 26 Table of Contents Year Ended December 31, (In thousands) 2024 2023 2022 Revenues Gaming $ 319,267 $ 674,301 $ 760,906 Food and beverage 171,925 182,408 175,363 Rooms 119,565 124,649 122,324 Other 56,061 71,791 63,126 Total revenues 666,818 1,053,149 1,121,719 Expenses Gaming 88,171 379,929 428,984 Food and beverage 138,278 135,373 131,863 Rooms 65,079 62,297 56,414 Other operating 14,363 22,415 19,889 Selling, general and administrative 225,313 255,565 235,404 Depreciation and amortization 90,034 88,933 100,123 (Gain) loss on disposal of assets (213) (228) 934 Gain on sale of businesses (69,238) (303,179) — Preopening expenses 508 760 161 Impairment of assets 2,399 12,072 — Total expenses 554,694 653,937 973,772 Operating income 112,124 399,212 147,947 Non-operating expense Interest expense, net (34,884) (65,515) (63,490) Loss on debt extinguishment and modification (4,446) (1,734) (1,590) Total non-operating expense, net (39,330) (67,249) (65,080) Income before income tax provision 72,794 331,963 82,867 Income tax provision (22,063) (76,207) (521) Net income $ 50,731 $ 255,756 $ 82,346 Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Revenues T he $386.3 million, or 37%, decrease in re venues for the year ended December 31, 2024 compared to the prior year resulted from decreases of $355.0 million, $10.5 million, $5.1 million and $15.7 million in gaming, food and beverage, rooms, and other revenues, respectively.
The following discussion and analysis should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere in this Annual Report for the year ended December 31, 2025. 26 Table of Contents Year Ended December 31, (In thousands) 2025 2024 2023 Revenues Gaming $ 316,132 $ 319,267 $ 674,301 Food and beverage 162,936 171,925 182,408 Rooms 105,124 119,565 124,649 Other 50,719 56,061 71,791 Total revenues 634,911 666,818 1,053,149 Expenses Gaming 81,938 88,171 379,929 Food and beverage 134,018 138,278 135,373 Rooms 60,536 65,079 62,297 Other operating 17,184 14,363 22,415 Selling, general and administrative 218,464 225,313 255,565 Depreciation and amortization 90,282 90,034 88,933 Loss (gain) on disposal of assets 10,240 (213) (228) Gain on sale of businesses — (69,238) (303,179) Preopening expenses 718 508 760 Impairment of assets — 2,399 12,072 Total expenses 613,380 554,694 653,937 Operating income 21,531 112,124 399,212 Non-operating expense Interest expense, net (30,665) (34,884) (65,515) Loss on debt extinguishment and modification — (4,446) (1,734) Total non-operating expense, net (30,665) (39,330) (67,249) (Loss) income before income tax benefit (provision) (9,134) 72,794 331,963 Income tax benefit (provision) 3,091 (22,063) (76,207) Net (loss) income $ (6,043) $ 50,731 $ 255,756 Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Revenues T he $31.9 million, or 5%, decrease in re venues for the year ended December 31, 2025 compared to the prior year resulted from decreases of $3.1 million, $9.0 million, $14.5 million, and $5.3 million in gaming, food and beverage, rooms, and other revenues, respectively.
SG&A expenses are comprised of marketing and advertising, utilities, building rent, maintenance contracts, corporate office overhead, information technology, legal, accounting, third-party service providers, executive compensation, share-based compensation, payroll expenses and payroll taxes.
SG&A expenses are comprised of marketing and advertising, utilities, building rent, maintenance contracts, corporate office overhead, information technology, legal, accounting, third-party service providers, executive compensation, share-based compensation, payroll expenses and payroll taxes. Depreciation and Amortization Depreciation and amortization expenses for the year ended December 31, 2025 were comparable to the prior year.
We believe that our cash and cash equivalents, cash flows from operations and borrowing availability under our Revolving Credit Facility will be sufficient to meet our capital requirements during the next 12 months.
Liquidity and Capital Resources As of December 31, 2025, we had $55.3 million in cash and cash equivalents. We believe that our cash and cash equivalents, cash flows from operations and borrowing availability under our Revolving Credit Facility will be sufficient to meet our capital requirements during the next 12 months.
Nevada Taverns Revenues increased by $0.5 million, or 0.5%, and Adjusted EBITDA decreased by $5.5 million, or 17%, for the year ended December 31, 2024 compared to the prior year.
Nevada Taverns Revenues decreased by $2.5 million, or 2%, and Adjusted EBITDA decreased by $1.9 million, or 7%, for the year ended December 31, 2025 compared to the prior year.
Refer to “ Note 5 — Goodwill and Intangible Assets ” in Part II, Item 8: Financial Statements and Supplemental Data of this Annual Report for additional information. There was no impairment of our goodwill and indefinite-lived intangible assets as of December 31, 2023.
As discussed in “ Note 5 — Goodwill and Intangible Assets ” in Part II, Item 8: Financial Statements and Supplemental Data of this Annual Report, we concluded that there was no impairment of our goodwill or intangible assets as of December 31, 2025.
Operating Expenses The $294.1 million, or 49% , decrease in operating expenses for the year ended December 31, 2024 compared to the prior year resulted from decreases of $291.8 million and $8.0 million in gaming and other expenses, respectively, offset by increases of $2.9 million and $2.8 million in food and beverage and rooms expenses, respectively.
Operating Expenses The $12.2 million, or 4% , decrease in operating expenses for the year ended December 31, 2025 compared to the prior year resulted from decreases of $6.2 million, $4.3 million, and $4.5 million in gaming, food and beverage, and rooms operating expenses, respectively, offset by an increase of $2.8 million in other operating expenses.
Preopening Expenses Preopening expenses consist of labor, food, utilities, training, initial licensing, rent and organizational costs incurred in connection with the opening of branded taverns and food and beverage and other venues within our casino locations. Preopening expenses for the years ended December 31, 2024 and 2023 primarily related to new branded tavern openings within our Nevada Taverns segment.
Preopening Expenses Preopening expenses consist of labor, food, utilities, training, initial licensing, rent and organizational costs incurred in connection with the opening of branded taverns and food and beverage and other venues within our casino properties.
Adjusted EBITDA Margin The lower Adjusted EBITDA Margin for each of our reportable segments for the year ended December 31, 2024 compared to the prior year were primarily attributable to reduction in revenues and increases in labor costs and cost of goods sold compared to 2023.
The decrease in Adjusted EBITDA was primarily attributable to higher labor costs and cost of goods compared to the prior year. Adjusted EBITDA Margin Adjusted EBITDA margins across all of our reportable segments for the year ended December 31, 2025 were relatively consistent with the Adjusted EBITDA margins for the year ended December 31, 2024.
Impairment of Assets Our 2024 annual review of goodwill and indefinite-lived intangible assets for impairment resulted in a full impairment of goodwill and trade name of certain of our Nevada Locals Casinos in the amount of $2.4 million. We estimated the fair value of the goodwill and trade name using an income valuation approach with discounted cash flow models.
Impairment of Assets Our 2025 annual review of goodwill and indefinite-lived intangible assets for impairment indicated no impairment as of December 31, 2025. Our 2024 annual review of goodwill and indefinite-lived intangible assets for impairment resulted in a full impairment of goodwill and trade name of certain of our Nevada Locals Casinos in the amount of $2.4 million.
Long-Term Debt Refer to “ Note 7 — Long-Term Debt ” in Part II, Item 8: Financial Statements and Supplemental Data of this Annual Report for discussion of our debt instruments.
The decrease in net cash used in financing activities was partially offset by a $5.0 million increase in the amount of dividends paid. Long-Term Debt Refer to “ Note 7 — Long-Term Debt ” in Part II, Item 8: Financial Statements and Supplemental Data of this Annual Report for discussion of our debt instruments.
Refer to “ Note 7 — Long-Term Debt ” in Part II, Item 8: Financial Statements and Supplemental Data of this Annual Report for additional information.
Refer to “ Note 7 — Long-Term Debt ” in Part II, Item 8: Financial Statements and Supplemental Data of this Annual Report for additional information. We did not have any debt extinguishment or modification transactions for the year ended December 31, 2025 and did not incur any costs associated with any such transactions during 2025.
The interest expense reduction was partially offset by the $2.7 million increase in loss on debt extinguishment and modification primarily due to the write-off of debt issuance costs and discount as a result of the redemption of all of our 7.625% Senior Notes due 2026 (“2026 Unsecured Notes”) on April 15, 2024.
Non-Operating Expense, Net Non-operating expense, net decreased b y $8.7 million, or 22%, for the year ended December 31, 2025 compared to the prior year primarily due to a $4.2 million decrease in interest expense net of interest income as a result of the reduction in the amount of debt obligations outstanding, as well as a $4.5 million decrease in loss on debt extinguishment and modification primarily due to the write-off of debt issuance costs and discounts as a result of the redemption of all of our 7.625% Senior Notes due 2026 (“2026 Unsecured Notes”) on April 15, 2024.
Rooms operating expenses increased due to the higher labor costs incurred at The STRAT during the year ended December 31, 2024 compared to the prior year. 27 Table of Contents Selling, General and Administrative Expenses The $30.3 million, or 12%, decrease in selling, general and administrative (“SG&A”) expenses for the year ended December 31, 2024 compared to the prior year was primarily attributable to the exclusion of the results of Rocky Gap and our distributed gaming operations in Montana and Nevada following their respective dates of sale.
In addition, the decrease in gaming operating expenses was also impacted by the exclusion of the results of our distributed gaming operations in Nevada following the sale on January 10, 2024. 27 Table of Contents Selling, General and Administrative Expenses The $6.8 million, or 3%, decrease in selling, general and administrative (“SG&A”) expenses for the year ended December 31, 2025 compared to the prior year was primarily attributable to a decrease in payroll and related expenses as well as costs related to utilities, maintenance contracts, and advertising fees.
The decrease in revenues was driven by decreases of $6.3 million and $0.7 million in gaming and rooms revenues, respectively, offset by increases of $0.3 million and $0.2 million in food and beverage and other revenues, respectively .
The decrease in revenues was driven by decreases of $1.8 million and $3.6 million in food and beverage and other revenues, respectively, offset by a $2.9 million increase in gaming revenues. Our Nevada Taverns experienced slightly lower visitation during 2025, which negatively impacted our food and beverage revenues.
Declines in consumer spending would cause revenues generated by our operations to be adversely affected. To further enhance our liquidity position or to finance any future acquisition or other business investment initiatives, we may obtain additional financing, which could consist of debt, convertible debt or equity financing from public and/or private credit and capital markets.
To further enhance our liquidity position or to finance any future acquisition or other business investment initiatives, we may obtain additional financing, which could consist of debt, convertible debt or equity financing from public and/or private credit and capital markets. 31 Table of Contents Cash Flows Net cash provided by operating activities was $83.1 million, $92.3 million and $119.2 million for the years ended December 31, 2025, 2024 and 2023, respectively.
The effective income tax rate f or the year ended December 31, 2023 was 22.96%, which differed from the federal tax rate of 21% primarily due to state income taxes.
Income Taxes The effective income tax rate for the year ended December 31, 2025 w as 33.84%, which differed from the federal income tax rate of 21% primarily due to the increased benefit related to tax credits and excess tax benefit on stock option exercises.
R efer to “ Note 5 — Goodwill and Intangible Assets ” in Part II, Item 8: Financial Statements and Supplemental Data of this Annual Report for additional information. The operations of Colorado Belle have remained suspended since March 2020 and we voluntarily surrendered our gaming license for the property on June 30, 2023.
We estimated the fair value of the goodwill and trade name using an income valuation approach with discounted cash flow models. R efer to “ Note 5 — Goodwill and Intangible Assets ” in Part II, Item 8: Financial Statements and Supplemental Data of this Annual Report for additional information.
Our Nevada Taverns experienced lower visitation during the current year, which impacted our gaming and food and beverage revenues for the year ended December 31, 2024. The decrease in Adjusted EBITDA was primarily attributable to higher labor costs and cost of goods compared to the prior year.
The decrease in food and beverage and rooms revenues for the year ended December 31, 2025 was primarily attributable to lower hotel occupancy rates compared to the prior year. The increase in Adjusted EBITDA compared to the prior year was primarily driven by the reduction in operating expenses during the year ended December 31, 2025.
Results of Operations As of December 31, 2024, we conducted our business through three reportable segments: Nevada Casino Resorts, Nevada Locals Casinos and Nevada Taverns.
The Sale Transaction, which is expected to close in mid 2026, is subject to customary closing conditions, including the receipt of regulatory approvals and approval by a majority of Golden shareholders. Results of Operations As of December 31, 2025, we conducted our business through three reportable segments: Nevada Casino Resorts, Nevada Locals Casinos and Nevada Taverns.
Gain on disposal of assets in the amount of $0.2 million for the year ended December 31, 2023 was primarily related to sales of used gaming equipment in our Distributed Gaming segment.
Loss/Gain on Disposal of Assets Loss on disposal of assets in the amount of $10.2 million for the year ended December 31, 2025 was primarily driven by disposal of certain assets in our Nevada Locals Casinos and Nevada Casino Resorts reportable segments.
The decrease in gaming revenues was primarily attributable to the exclusion of the results of Rocky Gap and our distributed gaming operations in Montana and Nevada from their respective dates of sale on July 25, 2023, September 13, 2023 and January 10, 2024, respectively.
In addition, the decrease in gaming revenues for 2025 was further impacted by the exclusion of the results of our distributed gaming operations in Nevada following the date of sale on January 10, 2024.
Contractual Obligations The following table summarizes our contractual obligations as of December 31, 2024: 2025 2026 2027 2028 2029 Thereafter Total (In thousands) Term Loan B-1 $ 4,000 $ 4,000 $ 4,000 $ 4,000 $ 4,000 $ 374,000 $ 394,000 Revolving credit facility — — — 20,000 — — 20,000 Interest on long-term debt (1) 28,294 28,019 27,745 26,624 25,781 10,237 146,700 Operating leases (2) 20,530 18,792 15,764 12,994 9,615 47,765 125,460 Finance lease obligations (3) 1,420 1,420 283 182 182 394 3,881 Purchase obligations (4) 1,547 1,579 1,611 1,105 995 2,734 9,571 Total contractual obligations $ 55,791 $ 53,810 $ 49,403 $ 64,905 $ 40,573 $ 435,130 $ 699,612 (1) Represents estimated interest payments on our outstanding term loan and revolver borrowings under our Credit Facility based on interest rates as of December 31, 2024 until maturity.
Contractual Obligations The following table summarizes our contractual obligations as of December 31, 2025: 32 Table of Contents 2026 2027 2028 2029 2030 Thereafter Total (In thousands) Term Loan B-1 $ 4,000 $ 4,000 $ 4,000 $ 4,000 $ 374,000 $ — $ 390,000 Revolving Credit Facility — — 45,000 — — — 45,000 Notes payable 966 206 171 — — — 1,343 Interest on long-term debt (1) 26,822 26,552 24,589 23,193 9,209 — 110,365 Operating leases (2) 21,193 18,821 16,188 12,331 10,766 40,049 119,348 Finance lease obligations (3) 1,420 283 182 182 182 213 2,462 Purchase obligations (4) 1,708 1,744 1,200 995 515 2,219 8,381 Total contractual obligations $ 56,109 $ 51,606 $ 91,330 $ 40,701 $ 394,672 $ 42,481 $ 676,899 (1) Represents estimated interest payments on our outstanding term loan and revolver borrowings under our Credit Facility based on interest rates as of December 31, 2025 until maturity.
The increase in indefinite-lived intangible assets during 2024 was also attributable to the acquisition of the GAP taverns, which resulted in the recognition of the $0.7 million trade name. The increase in indefinite-lived intangible assets was offset by the $0.6 million impairment of the trade name for certain of our Nevada Locals Casinos during 2024.
We recorded impairment of the trade name for certain of our Nevada Locals Casinos in the amount of $0.6 million during the year ended December 31, 2024.
The decrease in revenues was driven by decreases of $4.9 million, $3.7 million and $5.3 million in gaming, food and beverage, and other revenues, respectively.
The decrease in revenues was driven by decreases of $1.6 million, $6.0 million, $13.5 million, and $2.4 million in gaming, food and beverage, rooms and other revenues, respectively. The decreases in revenues and Adjusted EBITDA for the year ended December 31, 2025 were primarily driven by lower hotel occupancy rates and lower visitation to our properties during 2025.
The increase in revenues was driven by a $3.5 million increase in other revenues, primarily due to certain of our taverns operating under a space lease arrangement where we receive a fixed monthly rental fee. The increase in other revenues was partially offset by decreases of $1.5 million each in gaming and food and beverage revenues.
In addition, the year-over-year decrease in other revenues was attributable to certain of our taverns operating under a space lease arrangement where we received a fixed monthly rental fee recognized as other revenue during the year ended December 31, 2024. These taverns operated under a participation agreement with revenue recognized as gaming revenues during the year ended December 31, 2025.
Nevada Locals Casinos Revenues and Adjusted EBITDA decreased by $6.5 million, or 4%, and $7.3 million, or 10%, respectively, for the year ended December 31, 2024 compared to the prior year.
(2) System implementation costs represent expenses related to the implementation of new enterprise resource planning, finance, payroll and human capital management software. 30 Table of Contents Nevada Casino Resorts Revenues decreased by $23.5 million, or 6%, and Adjusted EBITDA decreased by $10.9 million, or 11%, for the year ended December 31, 2025 compared to the prior year.
The decrease in gaming revenue for the year ended December 31, 2024 was primarily attributable to lower slot and bingo revenues at certain of our Nevada Locals Casinos due to lower spend and visitation from lower tiers of our player database, which also impacted our rooms revenues.
The increase in gaming revenue for the year ended December 31, 2025 was primarily attributable to higher slot and bingo revenues. The increase in other revenues was primarily attributable to increased tenant lease revenue during 2025.
Removed
The decrease in food and beverage revenues was primarily driven by the exclusion of the results of Rocky Gap and a strategic decision to reduce the number of entertainment offerings at our Laughlin Event Center, which resulted in decreased visitation at our Laughlin properties for the year ended December 31, 2024.
Added
On November 6, 2025, we entered into a definitive agreement to sell our operating assets to Blake Sartini and seven of our casino real estate assets to VICI.
Removed
The decrease in gaming operating expenses was primarily attributable to the exclusion of the results of Rocky Gap and our distributed gaming operations in Montana and Nevada following their respective dates of sale. The decrease in other operating expenses was primarily driven by a decrease in costs related to entertainment at our Laughlin Event Center.
Added
Pursuant to the agreement, Golden shareholders will receive consideration at a fixed exchange ratio of 0.902 shares of VICI common stock for the sale of the seven casino real estate assets to VICI and a cash dividend of $2.75 per share of Golden common stock to be paid to our shareholders of record as of the closing of the Sale Transaction.
Removed
The increase in food and beverage operating expenses was primarily attributable to the addition of three branded taverns since December 31, 2023.
Added
In conjunction with the transaction VICI will assume and repay up to $426 million of the outstanding debt under our senior secured credit facilities and will enter into a master lease agreement with a newly formed entity that will be owned and controlled by Blake Sartini.
Removed
This decrease was partially offset by an increase in costs related to insurance and related reserves, rent, legal, property taxes and payroll and related expenses.
Added
Lower hotel occupancy rates at our casino resort properties during the year ended December 31, 2025 compared to the prior year, as well as the impact of lower visitation rates at The STRAT tower, resulted in lower food and beverage, rooms, and other revenues .
Removed
In addit ion, we incurred $9.5 million in transaction costs related to the sales of Rocky Gap and our distributed gaming operations in Montana and Nevada for the year ended December 31, 2023 as compared to $2.3 million incurred for the year ended December 31, 2024.
Added
The increase in other operating expenses was primarily due to an increase in hosted events at the Edge Pavilion at the Edgewater. The decreases in food and beverage and rooms operating expenses were primarily driven by lower hotel occupancy rates at our casino resort properties during 2025.
Removed
We also paid $10.0 million in fees related to our 2023 modification of the Credit Facility as compared to $0.9 million paid on our 2024 modification. Refer to “ Note 7 — Long-Term Debt ” in Part II, Item 8: Financial Statements and Supplemental Data of this Annual Report for additional information.
Added
Preopening expenses for the year ended December 31, 2025 related to certain development projects and planned new branded tavern openings within our Nevada Taverns reportable segment. Preopening expenses for the year ended December 31, 2024 primarily related to the new branded tavern openings within our Nevada Taverns reportable segment.
Removed
Depreciation and Amortization The increase in depreciation and amortization expenses of $1.1 million, or 1%, for the year ended December 31, 2024 compared to the prior year was primarily related to the addition of four Lucky’s locations in November 2023 and three GAP taverns in 2024 (acquisition of two GAP taverns in April 2024 and construction of another GAP tavern that opened in August 2024) and depreciation of new assets placed in service upon completion of the room remodels at The STRAT.
Added
We define “Adjusted EBITDA Margin” as Adjusted EBITDA as a percentage of reportable segment revenue.
Removed
The $303.2 million gain on sale of businesses for the year ended December 31, 2023 was driven by the sales of Rocky Gap and our distributed gaming operations in Montana, which was completed in 2023.
Added
Nevada Locals Casinos While revenues remained relatively flat year-over-year, Adjusted EBITDA increased by $1.4 million, or 2%, as compared to 2024. Gaming and other revenues increased by $1.5 million and $0.5 million, respectively, offset by decreases of $1.2 million and $0.9 million in food and beverage and rooms revenues, respectively .
Removed
The suspension of Colorado Belle’s operations qualified as an indicator of impairment related to the long-lived assets at Colorado Belle. Based on the results of the impairment assessment conducted in 2023, we recorded a $12.1 million impairment of the long-lived assets of Colorado Belle for the year ended December 31, 2023.
Added
The decrease in other revenues during 2025 reflected that certain of our taverns during the prior year operated under a space lease arrangement, where we received a fixed monthly rental fee recognized as other revenue. These taverns operated under a participation agreement with revenue recognized as gaming revenues during the year ended December 31, 2025.
Removed
Non-Operating Expense, Net Non-operating expense, net decreased b y $27.9 million, or 42%, for the year ended December 31, 2024 compared to the prior year primarily due to a $30.6 million, or 47%, decrease in interest expense as a result of the reduction in the principal amount of 28 Table of Contents debt outstanding compared to the prior year and higher interest income generated during 2024.
Added
On January 28, 2026, subsequent to our fiscal year end, we repaid $8 million of outstanding borrowings under our Revolving Credit Facility, thereby increasing the borrowing availability to $203 million as of the date of this report.
Removed
The decrease in revenues for the year ended December 31, 2024 was primarily driven by lower visitation to our Nevada Casino Resorts in part related to the strategic decision to reduce the number of entertainment offerings at our Laughlin Event Center.
Added
Declines in consumer spending would cause revenues generated by our operations to be adversely affected.
Removed
The decrease in Adjusted EBITDA compared to the prior year was attributable to higher labor costs incurred at The STRAT during 2024 and the reduction in revenues compared to the prior year.
Added
The $9.2 million, or 10%, decrease in operating cash flows in 2025 compared to 2024 primarily related to a $10.0 million loss on disposal of assets. Net cash used in investing activities was $47.4 million for the year ended December 31, 2025 primarily for capital expenditures in the Nevada Casino Resorts reportable segment.
Removed
The rooms revenues were also impacted by lower occupancy due to room remodels completed at certain of our Nevada Locals Casinos during the year. The decrease in Adjusted EBITDA compared to the prior year was primarily attributable to higher labor costs and the reduction in revenues compared to the prior year.
Removed
Distributed Gaming This reportable segment was comprised of our distributed gaming operations in Montana and Nevada, which were sold on September 13, 2023 and January 10, 2024, respectively.
Removed
Refer to “ Note 1 — Nature of Business and Basis of Presentation ” and “ Note 3 — Divestitures ” in Part II, Item 8: Financial Statements and Supplemental Data of this Annual Report for further information.
Removed
The decreases in revenues and Adjusted EBITDA compared to the prior year reflected the exclusion of results from our distributed gaming operations in Montana and Nevada following their respective dates of sale. Maryland Casino Resort This reportable segment was comprised of the operations of Rocky Gap sold on July 25, 2023.
Removed
Refer to “ Note 1 — Nature of Business and Basis of Presentation ” and “ Note 3 — Divestitures ” in Part II, Item 8: Financial Statements and Supplemental Data of this Annual Report for further information.
Removed
Accordingly, the decreases in revenues and Adjusted EBITDA compared to the prior year reflected the exclusion of results from our Rocky Gap operations following its date of sale.
Removed
As discussed above, on January 10, 2024, we sold our distributed gaming operations in Nevada for aggregate cash consideration of $213.5 million plus working capital and other adjustments and purchased cash at closing.
Removed
Refer to “ Note 8 — Shareholders ’ Equity and Stock Incentives Plans ” in Part II, Item 8: Financial Statements and Supplemental Data of this Annual Report for further discussion on dividends.
Removed
During the second quarter of 2024, we reduced our long-term debt obligations by redeeming in full all of our 2026 Unsecured Notes, and we modified the terms of our Credit Facility with JPMorgan Chase Bank, N.A. to reduce the interest rate margins applicable to term loan borrowings under the Credit Facility. The transactions materially reduced our annual interest expense obligations.
Removed
Cash Flows Net cash provided by operating activities was $92.3 million, $119.2 million and $150.2 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Removed
The $26.9 million, or 23%, decrease in operating cash flows in 2024 compared to 2023 primarily related to a decrease in operating income as a result of divestitures of Rocky Gap and our distributed gaming operations in Montana and Nevada and the timing of working capital spending.
Removed
The increase in net cash used in financing activities was partially offset by a $173.0 million reduction in payments under our Credit Facility, a $36.4 million reduction in dividends paid, a $9.5 million reduction in the amount paid for tax withholdings on option exercises and the vesting of time-based restricted stock units and a $8.2 million reduction in fees paid for debt extinguishment and modification.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAs of December 31, 2024, we had $394 million in principal amount of outstanding Term Loan B-1 borrowings under the Credit Facility and $20 million in outstanding borrowings under our $240 million Revolving Credit Facility. Our primary interest rate under the Credit Facility is the SOFR rate plus an applicable margin.
Biggest changeAs of December 31, 2025, we had $390 million in principal amount of outstanding Term Loan B-1 borrowings under the Credit Facility and $45 million in outstanding borrowings under our $240 million Revolving Credit Facility. Our primary interest rate under the Credit Facility is the SOFR rate plus an applicable margin.
As of December 31, 2024, our variable rate long-term debt primarily comprised our indebtedness under the Credit Facility (refer to “ Note 7 — Long-Term Debt ” in Part II, Item 8: Financial Statements and Supplemental Data of this Annual Report).
As of December 31, 2025, our variable rate long-term debt primarily comprised our indebtedness under the Credit Facility (refer to “ Note 7 — Long-Term Debt ” in Part II, Item 8: Financial Statements and Supplemental Data of this Annual Report).
Assuming the outstanding balance under our Credit Facility remained constant over a year, a 50 basis point increase in the applicable interest rate would increase interest incurred, prior to the effects of capitalized interest, by $2.1 million over a twelve-month period. 35 Table of Contents
Assuming the outstanding balance under our Credit Facility remained constant over a year, a 50 basis point increase in the applicable interest rate would increase interest incurred, prior to the effects of capitalized interest, by $2.2 million over a twelve-month period. 34 Table of Contents
The weighted-average effective interest rate on our outstanding borrowings under the Credit Facility was 7.64% for the year ended December 31, 2024.
The weighted-average effective interest rate on our outstanding borrowings under the Credit Facility was 6.52% for the year ended December 31, 2025.

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