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What changed in Wynn Resorts's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Wynn Resorts'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.

+282 added−312 removedSource: 10-K (2026-03-02) vs 10-K (2025-02-13)

Top changes in Wynn Resorts's 2025 10-K

282 paragraphs added · 312 removed · 248 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

90 edited+3 added−6 removed105 unchanged
Biggest changeWe 12 Table of Contents are subject to the Massachusetts Act through our ownership interest in Wynn MA, LLC, ("Wynn MA") which operates Encore Boston Harbor. The Massachusetts Gaming Commission ("MGC") is responsible for issuing licenses under the Massachusetts Act and assuring that licenses are not issued or held by unqualified, disqualified or unsuitable persons.
Biggest changeMassachusetts The Massachusetts Expanded Gaming Act and the regulations promulgated thereunder (collectively the "Massachusetts Act") subjects the owners and operators of gaming establishments to extensive state licensing and regulatory requirements. We are subject to the Massachusetts Act through our ownership interest in Wynn MA, LLC, ("Wynn MA") which operates Encore Boston Harbor.
Within 60 days after submission of each annual execution proposal, the Macau government will decide on its approval, and may request adjustments to specific projects, the investment amount and/or the execution schedule.
Within 60 days after submission of each annual execution proposal, the Macau government will decide on its approval, or may request adjustments to specific projects, the investment amount and/or the execution schedule.
Wynn Resorts Finance, LLC is required to be registered as an intermediary company and to be found suitable by the NGC to own the equity interests of Wynn America Group, LLC ("Wynn America Group").
Wynn Resorts Finance is required to be registered as an intermediary company and to be found suitable by the NGC to own the equity interests of Wynn America Group, LLC ("Wynn America Group").
The Nevada Gaming Authorities may investigate any individual who has a material relationship to or material involvement with us, the registered intermediary subsidiaries and/or Wynn Las Vegas, LLC to determine whether the individual is suitable or should be licensed as a business associate of a gaming licensee.
The Nevada Gaming Authorities may investigate any individual who has a material relationship to or material involvement with us, any of the registered intermediary subsidiaries and/or Wynn Las Vegas, LLC to determine whether the individual is suitable or should be licensed as a business associate of a gaming licensee.
These include, but are not limited to, laws and regulations relating to alcoholic beverages, environmental matters, employment and immigration, currency and other transactions, taxation, zoning and building codes, marketing and advertising, lending, debt collection, privacy, telemarketing, money laundering, laws and regulations administered by the Office of Foreign Assets Control, and anti-bribery laws, including the Foreign Corrupt Practices Act (the "FCPA").
These include, but are not limited to, laws and regulations relating to alcoholic beverages, environmental matters, employment and immigration, currency and other transactions, taxation, zoning and building codes, marketing and advertising, lending, debt collection, privacy, telemarketing, anti-money laundering, laws and regulations administered by the Office of Foreign Assets Control, and anti-bribery laws, including the Foreign Corrupt Practices Act (the "FCPA").
Wynn") granted us our exclusive, fully paid-up, perpetual, worldwide license to use, and to own and register trademarks and service marks incorporating the "Wynn" surname for casino resorts and related businesses, together with the right to sublicense the name and marks to affiliates. Pursuant to a separation agreement, dated February 15, 2018, by and between Mr.
Wynn") granted us an exclusive, fully paid-up, perpetual, worldwide license to use, and to own and register trademarks and service marks incorporating the "Wynn" surname for casino resorts and related businesses, together with the right to sublicense the name and marks to our affiliates. Pursuant to a separation agreement, dated February 15, 2018, by and between Mr.
If the Macau government rescinds the Gaming Concession Contract due to Wynn Macau SA’s non-fulfilment, or perceived non-fulfillment, of its obligations, Wynn Macau SA will be required to transfer to the Macau government, free from any encumbrance or lien and without compensation, all of its casinos, gaming assets and equipment and ownership rights to its casino areas in Macau.
If the Macau government rescinds the Gaming Concession Contract due to Wynn Macau SA’s non-fulfillment, or perceived non-fulfillment, of its obligations, Wynn Macau SA will be required to transfer to the Macau government, free from any encumbrance or lien and without compensation, all of its casinos, gaming assets and equipment and ownership rights to its casino areas in Macau.
Future Development Projects In January 2022, we, along with Island 3 AMI FZ-LLC and RAK HH IR FZ-LLC, announced plans for the development and management of Wynn Al Marjan Island, a destination integrated resort property in the Emirate of Ras Al Khaimah, United Arab Emirates.
Future Development Projects In January 2022, we, along with Island 3 AMI FZ-LLC ("Island 3") and Marjan LLC (formerly RAK HH IR FZ-LLC), announced plans for the development and management of Wynn Al Marjan Island, a destination integrated resort property in the Emirate of Ras Al Khaimah, United Arab Emirates.
The initial license term is for 15 years, which commenced upon the MGC’s confirmation of its approval of the commencement of the operation of the gaming establishment on June 23, 2019. Wynn MA's gaming license is conditioned upon Wynn MA continuing to meet applicable licensing, registration, qualification and other regulatory requirements.
The initial license term is 15 years, which commenced upon the MGC’s confirmation of its approval of the commencement of the operation of the gaming establishment on June 23, 2019. Wynn MA's gaming license is conditioned upon Wynn MA continuing to meet applicable licensing, registration, qualification and other regulatory requirements.
No person may become a member of or receive profits from Wynn Las Vegas, LLC or the registered intermediary subsidiaries without first registering (for equity ownership of 5% or less), or obtaining licenses and approvals from the Nevada Gaming Authorities.
No person may become a member of or receive profits from Wynn Las Vegas, LLC or any of the registered intermediary subsidiaries without first registering (for equity ownership of 5% or less), or obtaining licenses and approvals from the Nevada Gaming Authorities.
Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those we express in these forward-looking statements, including the risks and uncertainties in Item 1A—"Risk Factors" and other factors we describe from time to time in our periodic filings with the SEC, such as: • extensive regulation of our business and the cost of compliance or failure to comply with applicable laws and regulations; • pending or future investigations, litigation and other disputes; • our dependence on key managers and employees; • our ability to maintain our gaming licenses and concessions and comply with applicable gaming law; • international relations, national security policies, anticorruption campaigns and other geopolitical events, which may impact the number of visitors to our properties and the amount of money they are willing to spend; • disruptions caused by, and the impact on regional demand for casino resorts and inbound tourism and the travel and leisure industry more generally from, events outside of our control, including an outbreak of an infectious disease (such as the COVID-19 pandemic), public incidents of violence, mass shootings, riots, demonstrations, extreme weather patterns or natural disasters, military conflicts, civil unrest, and any future security alerts or terrorist attacks; • public perception of our resorts and the level of service we provide; • our dependence on a limited number of resorts and locations for all of our cash flow and our subsidiaries' ability to pay us dividends and distributions; • competition in the casino/hotel and resort industries and actions taken by our competitors, including new development and construction activities of competitors; • our ability to maintain our customer relationships and collect and enforce gaming receivables; • win rates for our gaming operations; • construction and regulatory risks associated with our current and future construction projects or co-investments in such projects; • any violations by us of various anti-money laundering laws or the Foreign Corrupt Practices Act; • our compliance with environmental requirements and potential cleanup responsibility and liability as an owner or operator of property; • adverse incidents or adverse publicity concerning our resorts or our corporate responsibilities; • changes in and compliance with the gaming laws or regulations in the various jurisdictions in which we operate; • changes in tax laws or regulations related to taxation, including changes in the rates of taxation; • our collection and use of personal data and our level of compliance with applicable governmental regulations, credit card industry standards and other applicable data security standards; • cybersecurity risk, including cyber and physical security breaches, system failure, computer viruses, and negligent or intentional misuse by customers, company employees, or employees of third-party vendors; • our ability to protect our intellectual property rights; • labor actions and other labor problems; • our current and future insurance coverage levels; • risks specifically associated with our Macau Operations; • the level of our indebtedness and our ability to meet our debt service obligations (including sensitivity to fluctuations in interest rates); and • continued compliance with the covenants in our debt agreements.
Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those we express in these forward-looking statements, including the risks and uncertainties in Item 1A—"Risk Factors" and other factors we describe from time to time in our periodic filings with the SEC, such as: • extensive regulation of our business and the cost of compliance or failure to comply with applicable laws and regulations; • pending or future investigations, litigation and other disputes; • our dependence on key managers and employees; • our ability to maintain our gaming licenses and concessions and comply with applicable gaming law; • international relations, national security policies, anticorruption campaigns and other geopolitical events, which may impact the number of visitors to our properties and the amount of money they are willing to spend; • disruptions caused by, and the impact on regional demand for casino resorts and inbound tourism and the travel and leisure industry more generally from, events outside of our control, including an outbreak of an infectious disease, public incidents of violence, mass shootings, riots, demonstrations, extreme weather patterns or natural disasters, military conflicts, civil unrest, and any future security alerts or terrorist attacks; • public perception of our resorts and the level of service we provide; • our dependence on a limited number of resorts and locations for all of our cash flow and our subsidiaries' ability to pay us dividends and distributions; • competition in the casino/hotel and resort industries and actions taken by our competitors, including new development and construction activities of competitors; • our ability to maintain our customer relationships and collect and enforce gaming receivables; • win rates for our gaming operations; • construction and regulatory risks associated with our current and future construction projects or co-investments in such projects; • any violations by us of various anti-money laundering laws or the FCPA; • our compliance with environmental requirements and potential cleanup responsibility and liability as an owner or operator of property; • adverse incidents or adverse publicity concerning our resorts or our corporate responsibilities; • changes in and compliance with the gaming laws or regulations in the various jurisdictions in which we operate; • changes in tax laws or regulations related to taxation, including changes in the rates of taxation; • our collection and use of personal data and our level of compliance with applicable governmental regulations, credit card industry standards and other applicable data security standards; • cybersecurity risk, including cyber and physical security breaches, system failure, computer viruses, and negligent or intentional misuse by customers, company employees, or employees of third-party vendors; • our ability to protect our intellectual property rights; • labor actions and other labor problems; • our current and future insurance coverage levels; • risks specifically associated with our Macau Operations; • the level of our indebtedness and our ability to meet our debt service obligations (including sensitivity to fluctuations in interest rates); and • continued compliance with the covenants in our debt agreements.
A licensee or registrant is also subject to disciplinary action by the NGC if it: • knowingly violates any laws of the foreign jurisdiction pertaining to the foreign gaming operation; • fails to conduct the foreign gaming operation in accordance with the standards of honesty and integrity required of Nevada gaming operations; • engages in any activity or enters into any association that is unsuitable because it poses an unreasonable threat to the control of gaming in Nevada, reflects or tends to reflect, discredit or disrepute upon the State of Nevada or gaming in Nevada, or is contrary to the gaming policies of Nevada; • engages in activities or enters into associations that are harmful to the State of Nevada or its ability to collect gaming taxes and fees; or • employs, contracts with or associates with a person in the foreign operation who has been denied a license or finding of suitability in Nevada on the ground of unsuitability.
A licensee or registrant is also subject to disciplinary action by the NGC if it: • knowingly violates any laws of the foreign jurisdiction pertaining to the foreign gaming operation; 12 Table of Contents • fails to conduct the foreign gaming operation in accordance with the standards of honesty and integrity required of Nevada gaming operations; • engages in any activity or enters into any association that is unsuitable because it poses an unreasonable threat to the control of gaming in Nevada, reflects or tends to reflect, discredit or disrepute upon the State of Nevada or gaming in Nevada, or is contrary to the gaming policies of Nevada; • engages in activities or enters into associations that are harmful to the State of Nevada or its ability to collect gaming taxes and fees; or • employs, contracts with or associates with a person in the foreign operation who has been denied a license or finding of suitability in Nevada on the ground of unsuitability.
Concessionaires are obligated to withhold applicable taxes, according to the rate in effect as set by the government, from any commissions paid to gaming promoters. The withholding rate may be adjusted from time to time.
Concessionaires are obligated to withhold applicable taxes, according to the rate in effect as set by the Macau government, from any commissions paid to gaming promoters. The withholding rate may be adjusted from time to time.
The amount of such compensation relating to the projects agreed with the Macau government would be determined based on the earnings of these projects, before interest, depreciation and amortization for the fiscal year immediately preceding the date the redemption is declared, multiplied by the number of years remaining on the term of the Gaming Concession Contract.
The amount of such compensation relating to the assets agreed with the Macau government would be determined based on the earnings of these assets, before interest, depreciation and amortization for the fiscal year immediately preceding the date the redemption is declared, multiplied by the number of years remaining on the term of the Gaming Concession Contract.
The limitation, conditioning or suspension of any of our gaming licenses and the appointment of a supervisor could, and revocation of any gaming license would, have a significant negative effect on our gaming operations. Periodically, we are required to submit detailed financial and operating reports to the NGC and provide any other information that the NGC may require.
The limitation, conditioning or suspension of any of our gaming licenses and the appointment of a supervisor could, and the revocation of any gaming license would, have a significant negative effect on our Las Vegas Operations. Periodically, we are required to submit detailed financial and operating reports to the NGC and provide any other information that the NGC may require.
For more information regarding the Company's intellectual property matters, see Item 1A—"Risk Factors." 15 Table of Contents Forward-Looking Statements We make forward-looking statements in this Annual Report on Form 10-K based upon the beliefs and assumptions of our management and on information currently available to us.
For more information regarding the Company's intellectual property matters, see Item 1A—"Risk Factors." 16 Table of Contents Forward-Looking Statements We make forward-looking statements in this Annual Report on Form 10-K based upon the beliefs and assumptions of our management and on information currently available to us.
We may not make a public offering (debt or equity) without the prior approval of the NGC if the proceeds from the offering are intended to be used to construct, acquire or finance gaming facilities in Nevada, or to retire or extend obligations incurred for those purposes or for similar transactions.
We may not make a public offering of our securities (debt or equity) without the prior approval of the NGC if the proceeds from the offering are intended to be used to construct, acquire or finance gaming facilities in Nevada, or to retire or extend obligations incurred for those purposes or for similar transactions.
Our collective bargaining agreement with the Culinary Workers Union, Local 226, and Bartenders Union, Local 165, which covers approximately 6,340 culinary, housekeeping, public area, and front services employees at Wynn Las Vegas resort casino, is effective from August 1, 2023 through November 30, 2028.
Our collective bargaining agreement with the Culinary Workers Union, Local 226, and Bartenders Union, Local 165, which covers approximately 6,470 culinary, housekeeping, public area, and front services employees at Wynn Las Vegas resort casino, is effective from August 1, 2023 through November 30, 2028.
If the NGC decides that a person is unsuitable to own the securities then, under the Nevada Act, the registered public company can be sanctioned, including the loss of its approvals if, without the prior approval of the NGC, it: • pays to the unsuitable person any dividend, interest or any distribution whatsoever; • recognizes any voting right by the unsuitable person in connection with the securities; • pays the unsuitable person remuneration in any form; or • makes any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation or similar transaction.
If the NGC decides that a person is unsuitable to own the securities then, under the Nevada Act, the registered public company can be sanctioned, including the loss of its approvals if, without the prior approval of the NGC, it: • pays to the unsuitable person any dividend, interest or any distribution whatsoever; • recognizes any voting right by the unsuitable person in connection with the securities; • pays the unsuitable person remuneration in any form; or 11 Table of Contents • makes any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation or similar transaction.
We plan to continue to seek out new opportunities to develop and operate world-class integrated resorts and related businesses around the world.
We continue to seek out new opportunities to develop and operate world-class integrated resorts and related businesses around the world.
In addition, Encore Boston Harbor offers 16 food and beverage outlets and a nightclub, approximately 8,186 square feet of retail space, and approximately 71,000 square feet of meeting and convention space. Public attractions include a waterfront park, floral displays, and water shuttle service to downtown Boston.
In addition, Encore Boston Harbor offers 16 food and beverage outlets and a nightclub, approximately 8,200 square feet of retail space, and approximately 71,000 square feet of meeting and convention space. Public attractions include a waterfront park, floral displays, and water shuttle service to downtown Boston.
Activities which are not deemed to be inconsistent with holding voting securities for investment purposes only include: • voting on all matters voted on by stockholders or interest holders; • making financial and other inquiries of management of the type normally made by securities analysts for informational purposes and not to cause a change in management, policies or operations; and 10 Table of Contents • other activities that the NGC may determine to be consistent with such investment intent.
Activities which are not deemed to be inconsistent with holding voting securities for investment purposes only include: • voting on all matters voted on by stockholders or interest holders; • making financial and other inquiries of management of the type normally made by securities analysts for informational purposes and not to cause a change in management, policies or operations; and • other activities that the NGC may determine to be consistent with such investment intent.
Our Macau Operations face competition primarily from the 28 other casinos located throughout Macau in addition to casinos located throughout the world, including Singapore, South Korea, the Philippines, Vietnam, Cambodia, Malaysia, Australia, Las Vegas, cruise ships in Asia that offer gaming, and other casinos throughout Asia.
Our Macau Operations face competition primarily from the 18 other casinos located throughout Macau in addition to casinos located throughout the world, including Singapore, South Korea, the Philippines, Vietnam, Cambodia, Malaysia, Australia, Las Vegas, cruise ships in Asia that offer gaming, and other casinos throughout Asia.
In addition, the Nevada Gaming Authorities may require Wynn Las Vegas, LLC, the registered intermediary subsidiaries, or us to terminate the employment of any person who refuses to file appropriate applications. Determinations of suitability are not subject to judicial review.
In addition, the Nevada Gaming Authorities may require Wynn Las Vegas, LLC, any registered intermediary subsidiary, or us to terminate the employment of any person who refuses to file appropriate applications. Determinations of suitability are not subject to judicial review.
Encore Boston Harbor was granted a sports wagering license by the MGC on December 8, 2022 under 2022 legislation legalizing sports wagering in Massachusetts. Under the 2022 legislation, Encore Boston Harbor is authorized to operate a sportsbook and is entitled to two individually branded mobile platforms.
Encore Boston Harbor was granted a sports wagering license by the MGC on December 8, 2022 under 2022 legislation legalizing sports wagering in the Commonwealth of Massachusetts. Under the 2022 legislation, Encore Boston Harbor is authorized to operate a sportsbook and is entitled to two individually branded mobile platforms.
Pursuant to the Gaming Concession Contract, Wynn Macau SA is required to submit to the Macau government, for its approval, an annual execution proposal of the specific projects mentioned in the Investment Plan annexed to the Gaming Concession Contract which it intends to execute in the following year by September 30, of each calendar year, detailing each project in which it intends to invest, the investment amount and the execution schedule.
Pursuant to the Gaming Concession Contract, Wynn Macau SA is required to submit to the Macau government, for its approval, an annual proposal of the specific projects identified in the investment plan annexed to the Gaming Concession Contract which it intends to execute in the following year by September 30, of each preceding calendar year, detailing each project in which it intends to invest, the investment amount and the execution schedule.
We, our relevant subsidiaries, and individual qualifiers required to be qualified have been found suitable by the MGC. Additional entities and key employees have been and will be required to file applications with the MGC and are or may be required to be licensed or found suitable by the MGC.
We, our relevant subsidiaries, and individual persons required to be qualified have been found suitable by the MGC. Additional entities and key employees have been and will be required to file applications with the MGC and are or may be required to be licensed or found suitable by the MGC.
We have also filed applications with various foreign patent and trademark registries, including in Macau, China, Singapore, Hong Kong, Taiwan, Japan, certain European countries and various other jurisdictions throughout the world, to register a variety of WYNN-related trademarks and service marks in connection with a variety of goods and services.
We have also filed applications with various foreign patent and trademark registries, including in Macau, China, Singapore, Hong Kong, Taiwan, Japan, the United Arab Emirates, certain European countries and various other jurisdictions throughout the world, to register a variety of WYNN-related trademarks and service marks in connection with a variety of goods and services.
Wynn Macau's signature attractions include offerings such as the performance lake and a rotunda show featuring a Chinese zodiac-inspired ceiling along with the gold "tree of prosperity" show. Las Vegas Operations We opened Wynn Las Vegas in April 2005 and Encore, an expansion of Wynn Las Vegas, in December 2008.
Wynn Macau's signature attractions include offerings such as the performance lake and a rotunda show featuring a Chinese zodiac-inspired ceiling along with the gold "tree of prosperity" show. 5 Table of Contents Las Vegas Operations We opened Wynn Las Vegas in April 2005 and Encore, an expansion of Wynn Las Vegas, in December 2008.
The planned integrated resort will leverage Wynn Resorts' expertise in developing and operating luxury hospitality destinations, and is expected to create substantial value to the local economy by accelerating tourism, creating jobs, and contributing to the growth of related sectors. Market and Competition The casino resort industry is highly competitive.
The planned development projects will leverage Wynn Resorts' expertise in developing and operating luxury hospitality destinations, and is expected to create substantial value to the local economy by accelerating tourism, creating jobs, and contributing to the growth of related sectors. Market and Competition The casino resort industry is highly competitive.
The annual execution proposals for the year 2024 and the year 2025 were previously submitted in September 2023 and 2024, respectively, and were thereafter approved by the Macau government. Wynn Macau SA is required to submit a report on the execution of the previous year’s execution proposal by March 31st of each calendar year.
The annual execution proposals for the year 2025 and the year 2026 were submitted in September 2024 and 2025, respectively, and were thereafter approved by the Macau government. Wynn Macau SA is required to submit a report on the execution of the previous year’s execution proposal by March 31st of each calendar year.
We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise. 16 Table of Contents
We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise. 17 Table of Contents
Officers, directors and certain key 9 Table of Contents employees of Wynn Las Vegas, LLC and the registered intermediary subsidiaries and our officers and directors who are actively and directly involved in the gaming activities of Wynn Las Vegas, LLC may be required to be licensed or found suitable by the Nevada Gaming Authorities.
Officers, directors and certain key employees of Wynn Las Vegas, LLC and the registered intermediary subsidiaries and our officers and directors who are actively and directly involved in the gaming activities of Wynn Las Vegas, LLC may be required to be licensed or found suitable by the Nevada Gaming Authorities.
The Nevada legislature has declared that some corporate acquisitions opposed by management, repurchases of voting securities and corporate defense tactics affecting Nevada gaming licensees and registered public companies that are affiliated 11 Table of Contents with the operations of Nevada gaming licensees may be harmful to stable and productive corporate gaming.
The Nevada legislature has declared that some corporate acquisitions opposed by management, repurchases of voting securities and corporate defense tactics affecting Nevada gaming licensees and registered public companies that are affiliated with the operations of Nevada gaming licensees may be harmful to stable and productive corporate gaming.
Our collective bargaining agreement with UNITE HERE Local 26 affiliated with UNITE HERE and International Brotherhood of Teamsters, Chauffeurs, Warehousemen & Helpers, Local 25, which covers approximately 1,350 employees at 14 Table of Contents Encore Boston Harbor, expires on August 31, 2026.
Our collective bargaining agreement with UNITE HERE Local 26 affiliated with UNITE HERE and International Brotherhood of Teamsters, Chauffeurs, Warehousemen & Helpers, Local 25, which covers approximately 1,350 employees at Encore Boston Harbor, expires on August 31, 2026.
The property features approximately 210,000 square feet of casino space with 172 table games, 24 poker tables and approximately 2,724 slot machines, private and high-limit gaming areas, and a sports book. Encore Boston Harbor also features a luxury hotel tower with a total of 671 guest rooms and suites, which offers a spa and salon.
The property features approximately 215,000 square feet of casino space with 172 table games, 24 poker tables and approximately 2,777 slot machines, private and high-limit gaming areas, and a sports book. Encore Boston Harbor also features a luxury hotel tower with a total of 671 guest rooms and suites, which offers a spa and salon.
The property features approximately 468,000 square feet of casino space with 303 table games and 598 slot machines, as well as private gaming salons and sky casinos. Wynn Palace also features a luxury hotel tower with a total of 1,706 guest rooms, suites, and villas, offering a health club, spa, salon, and pool.
The property features approximately 468,000 square feet of casino space with 305 table games and 693 slot machines, as well as private gaming salons and sky casinos. Wynn Palace also features a luxury hotel tower with a total of 1,706 guest rooms, suites, and villas, offering a health club, spa, salon, and pool.
Our nightlife and entertainment offerings at Wynn Las Vegas include two nightclubs and a beach club, and two theaters presenting an exclusive theatrical production and various headliner entertainment act. 5 Table of Contents Encore Boston Harbor On June 23, 2019, we opened Encore Boston Harbor, an integrated resort in Everett, Massachusetts, adjacent to Boston along the Mystic River.
Our nightlife and entertainment offerings at Wynn Las Vegas include two nightclubs and a beach club, and two theaters presenting an exclusive theatrical production and various headliner entertainment act. Encore Boston Harbor On June 23, 2019, we opened Encore Boston Harbor, an integrated resort in Everett, Massachusetts, adjacent to Boston along the Mystic River.
Our Las Vegas Operations also compete, to some extent, with other casino resorts throughout the United States and elsewhere in the world. Massachusetts Massachusetts and its neighboring states of Connecticut and Rhode Island are host to a large, established casino market.
Our Las Vegas Operations also compete, to some extent, with other casino resorts throughout the U.S. and elsewhere in the world. Massachusetts Massachusetts and its neighboring states of Connecticut and Rhode Island are host to a large, established casino market.
The applicant must pay all costs of the investigation incurred by the Nevada Gaming Authorities in conducting any investigation. The Nevada Act requires any person who acquires more than 5% of our voting securities to report the acquisition to the NGC.
The applicant must pay all costs of the investigation incurred by the Nevada Gaming Authorities in conducting any investigation. 10 Table of Contents The Nevada Act requires any person who acquires more than 5% of our voting securities to report the acquisition to the NGC.
Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted. Any material changes, new laws or regulations, or material differences in interpretations by courts or governmental authorities could adversely affect our business and operating results.
Such laws and regulations could change from time to time or could be interpreted differently in the future, or new laws and regulations could be enacted. Any material changes, new laws or regulations, or material differences in interpretations by courts or governmental authorities could adversely affect our business and operating results.
We recognize that our intellectual property assets, including the word and logo version of "WYNN," are among our most valuable assets. As a result, and in connection with expansion of our resorts and gaming activities outside the United States, we have undertaken a program to register our trademarks and other intellectual property rights in relevant jurisdictions.
We recognize that our intellectual property assets, including the word and logo version of "WYNN," are among our most valuable assets. As a result, and in connection with expansion of our resorts and gaming activities outside the U.S., we have undertaken a program to register our trademarks and other intellectual property rights in relevant jurisdictions.
In particular, Wynn Macau SA is required to notify the Chief Executive of Macau at least five working days in advance prior to making financial decisions (i) related to the transfer of funds within Wynn Macau SA which exceeds 50% of its share capital, (ii) related to employee salaries, remuneration or benefits which exceed 10% of its share capital, and (iii) not related to above items (i) and (ii), whose value exceeds 10% of its share capital.
In particular, Wynn Macau SA is required to notify the Chief Executive of Macau at least five working days in advance prior to making material financial decisions (i) related to the transfer of funds within Wynn Macau SA which exceeds 50% of its share capital, (ii) related to employee salaries, remuneration or benefits which exceed 10% of its share capital, and (iii) not related to above items (i) and (ii), having a value that exceeds 10% of its share capital.
Encore Boston Harbor competes with both commercial and Native American casinos located in the northeastern United States, including two Native American casinos in Connecticut, two casinos in Rhode Island, and MGM Springfield in Massachusetts. Differences in regulatory landscapes across state borders may impact our ability to compete with other casinos in the region.
Encore Boston Harbor competes with both commercial and Native American casinos located in the northeastern U.S., including two Native American casinos in Connecticut, two casinos in Rhode Island, and MGM Springfield in Massachusetts. Differences in regulatory landscapes across state borders may impact our ability to compete with other casinos in the region.
Executing on Our Strategy Reflecting our strategic focus, our values, and our commitment to delivering world-class, five-star service within luxury integrated resorts, the Company has received the following recognition: • Collectively, Wynn Resorts earned 19 Forbes Travel Guide ("FTG") Five-Star awards in 2025 and holds the most FTG Five-Star awards of any independent hotel company in the world. 4 Table of Contents • Wynn Resorts was once again included on FORTUNE Magazine's 2025 World's Most Admired Companies list in the hotel, casino, and resort category. • Wynn Las Vegas has received the distinction of Four Green Globes, the highest achievement for energy-efficient and sustainable buildings from the Green Building Initiative. • Encore Boston Harbor has been certified LEED Platinum, the U.S.
Executing on Our Strategy Reflecting our strategic focus, our values, and our commitment to delivering world-class, five-star service within luxury integrated resorts, the Company has received the following recognition: • Collectively, Wynn Resorts earned 18 Forbes Travel Guide ("FTG") Five-Star awards in 2026 and has the longest-running FTG Five-Star awards of all independent hotel companies in the world. 4 Table of Contents • Wynn Resorts was once again included on FORTUNE Magazine's 2026 World's Most Admired Companies list in the hotel, casino, and resort category. • Wynn Las Vegas has received the distinction of Four Green Globes, the highest achievement for energy-efficient and sustainable buildings from the Green Building Initiative. • Encore Boston Harbor has been certified LEED Platinum, the U.S.
Wynn and the Company, if we cease to use the "Wynn" surname and trademark, we will assign all of our right, title, and interest in the "WYNN" marks to Mr. Wynn and terminate the Surname Rights Agreement. We have also registered various domain names with various domain registrars around the world.
Wynn and the Company, if we cease to use the "Wynn" surname and trademark, we will assign all of our right, title, and interest in the "WYNN" name and marks to Mr. Wynn and the Surname Rights Agreement will terminate. 15 Table of Contents We have also registered various domain names with various domain registrars around the world.
Concessionaires also are subject to periodic financial reporting requirements and reporting obligations with respect to, among other things, certain contracts, financing activities and transactions with directors, financiers and key employees. 7 Table of Contents Transfers or the encumbering of interests in concessionaires must be reported to the Macau government and are ineffective without government approval.
Concessionaires also are subject to periodic financial reporting requirements and reporting obligations with respect to, among other things, certain contracts, financing activities and transactions with officers, directors, financiers and key employees. Transfers or the encumbering of equity interests in concessionaires must be reported to the Macau government and are ineffective without government approval.
Our subsidiary, Wynn Las Vegas, LLC, the owner and operator of Wynn Las Vegas, is licensed by the Nevada Gaming Authorities to conduct casino gaming operations, including a race book and sports pool, pari-mutuel wagering and the operation of gaming salons. It is also licensed as a manufacturer and distributor. These gaming licenses are not transferable.
Our subsidiary, Wynn Las Vegas, LLC, the owner and operator of Wynn Las Vegas, is licensed by the Nevada Gaming Authorities to conduct casino gaming operations, including a race book and sports pool, pari-mutuel wagering and the operation of gaming salons. It is also licensed as a manufacturer and distributor.
Each concessionaire is required to engage a managing director who must be a permanent resident of Macau and the holder of at least 15% of the capital stock of the concessionaire. The appointment of the managing director and of any successor is ineffective without the approval of the Macau government.
Each concessionaire is required to engage a managing director who must be a permanent resident of Macau and the holder of at least 15% of the equity securities of the concessionaire. The appointment of the managing director and of any successor is ineffective without the approval of the Macau government.
Green Building Council's highest level of certification. • Wynn Palace and Wynn Macau collectively earned 12 FTG Five-Star awards in 2025, with Wynn Palace maintaining its status as the largest FTG Five-Star resort in the world.
Green Building Council's highest level of certification. • Wynn Palace and Wynn Macau collectively earned 11 FTG Five-Star awards in 2026, with Wynn Palace maintaining its status as the largest FTG Five-Star resort in the world.
In addition, Wynn Las Vegas offers 34 food and beverage outlets, approximately 178,000 square feet of high-end, brand-name retail space, approximately 513,000 square feet of meeting and convention space, and a golf course.
In addition, Wynn Las Vegas offers 35 food and beverage outlets, approximately 178,000 square feet of high-end, brand-name retail space, approximately 510,000 square feet of meeting and convention space, and a golf course.
The Gaming Act requires licensure of anyone with a financial interest in a gaming establishment, or with a financial interest in the business of the gaming licensee or 13 Table of Contents who is a close associate of a gaming licensee.
The Gaming Act requires licensure of anyone with a financial interest in a gaming establishment, or with a financial interest in the business of the gaming licensee or who is a close associate of a gaming licensee.
On March 17, 2022, the NGC granted Wynn Resorts prior approval, subject to certain conditions, to make public offerings for a period of three years (the "Shelf Approval"). The Shelf Approval may be rescinded for good cause without prior notice upon the issuance of an interlocutory stop order by the Chair of the NGCB.
On March 27, 2025, the NGC granted Wynn Resorts prior approval, subject to certain conditions, to make public offerings of our securities for a period of three years (the "Shelf Approval"). The Shelf Approval may be rescinded for good cause without prior notice upon the issuance of an interlocutory stop order by the Chair of the NGCB.
Additionally, the Company has a 40% equity interest in Island 3 AMI FZ-LLC, an unconsolidated affiliate, which is constructing an integrated resort property ("Wynn Al Marjan Island") in Ras Al Khaimah, United Arab Emirates.
Additionally, the Company has a 40% equity interest in Island 3 AMI FZ-LLC, an unconsolidated affiliate, which is constructing an integrated resort property ("Wynn Al Marjan Island") in Ras Al Khaimah, United Arab Emirates, currently expected to open in 2027.
Executing on our commitment to corporate social responsibility includes: • Creating a five-star workplace. • Investing in the growth and well-being of our people. • Furthering social impact initiatives in our communities. • Minimizing the consumption and maximizing the benefit on our environment by sourcing renewable energy and utilizing it responsibly. • Elevating our corporate governance practices to ensure they appropriately support the long-term interests of our stakeholders.
Executing on our commitment to corporate social responsibility includes: • Creating a five-star workplace. • Investing in the growth and well-being of our people. • Furthering social impact initiatives in our communities. • Minimizing the consumption of environmental resources by sourcing renewable and carbon-free energy and utilizing energy responsibly. • Elevating our corporate governance practices to ensure they appropriately support the long-term interests of our stakeholders.
Wynn Resorts Holdings is required to be registered as an intermediary company and to be found suitable to own the equity interests of Wynn Resorts Finance, LLC ("Wynn Resorts Finance") (f/k/a Wynn America, LLC).
Wynn Resorts Holdings is required to be registered as an intermediary company and to be found suitable to own the equity interests of Wynn Resorts Finance, LLC ("Wynn Resorts Finance").
Effective as of August 2022, Encore Boston Harbor entered into a collective bargaining agreement with United Government Security Officers of America, Local 295. The collective bargaining agreement covers approximately 140 security officers at Encore Boston Harbor and expires in June 2025.
The collective bargaining agreement covers approximately 110 maintenance employees at Encore Boston Harbor, and expires in June 2029. Effective as of August 2022, Encore Boston Harbor entered into a collective bargaining agreement with United Government Security Officers of America, Local 295. The collective bargaining agreement covered approximately 140 security officers at Encore Boston Harbor and expired in June 2025.
Wynn Macau SA is required to obtain prior approval from the relevant Macau authorities or officials for various corporate changes and actions, including expansion of its business scope, issuance of shares, transfer or creation of any encumbrances over its shares, issuance of debt securities, change of its managing director or the authority delegated thereto, appointment of any new director, change of its articles of association, certain transfers of property rights and creditor’s rights, entering into a consumer loan contract or similar contract with a value equal to or exceeding MOP100.0 million (approximately US$12.5 million), and granting of a loan to any of its directors, shareholders or key employees.
During any such period, the costs of operations must be borne by the concessionaire. 8 Table of Contents Wynn Macau SA is required to obtain prior approval from the relevant Macau authorities or officials for various corporate changes and actions, including expansion of its business scope, issuance of shares, transfer or creation of any encumbrances over its shares, issuance of debt securities, change of its managing director or the authority delegated thereto, appointment of any new director, changing its articles of association, certain transfers of property rights and creditor’s rights, entering into a consumer loan contract or similar contract with a value equal to or exceeding MOP100.0 million (approximately US$12.5 million), and granting of a loan to any of its directors, shareholders or key employees.
Wynn Macau also features two luxury hotel towers with a total of 1,010 guest rooms and suites, offering two health clubs, two spas, a salon and a pool. In addition, Wynn Macau offers 12 food and beverage outlets, approximately 64,500 square feet of high-end, brand-name retail space, and approximately 31,000 square feet of meeting and convention space.
Wynn Macau also features two luxury hotel towers with a total of 1,014 guest rooms and suites, offering two health clubs, two spas, a salon and a pool. In addition, Wynn Macau offers 11 food and beverage outlets, approximately 75,900 square feet of high-end, brand-name retail space, and approximately 31,000 square feet of meeting and convention space.
In addition to approving Wynn Las Vegas, LLC, the CCLGLB has the authority to approve all persons owning or controlling the equity of any entity controlling a gaming license. Certain of our officers, directors and key employees have been or may be required to file applications with the CCLGLB. Clark County gaming and liquor licenses are not transferable.
In addition to approving Wynn Las Vegas, LLC, the CCLGLB has the authority to approve all persons owning or controlling the equity of any entity controlling a gaming license. Certain of our officers, directors and key employees have been or may in the future be required to file applications with the CCLGLB.
The property features approximately 195,000 square feet of casino space with 223 table games and 1,577 slot machines, as well as private gaming salons, a sky casino, a poker room, and a race and sports book.
The property features approximately 199,000 square feet of casino space with 231 table games and 1,558 slot machines, as well as private gaming salons, a sky casino, a poker room, and a race and sports book.
If any of the annual execution proposals or parts thereof are not approved by the Macau government, Wynn Macau SA is obliged to propose allocating the relevant funds to other projects, 8 Table of Contents which are also subject to subsequent approval by the Macau government, while the total investment amount will remain unchanged.
If any of the annual execution proposals or parts thereof are not approved by the Macau government, Wynn Macau SA remains obliged to propose allocating the relevant funds to other projects, which are also subject to subsequent approval by the Macau government, although the total committed investment amount will remain unchanged.
Human Capital As of December 31, 2024, we had approximately 28,000 employees (including approximately 11,500 in Macau and 16,500 in the United States). We foster the growth and development of our employees to ensure that they remain best-equipped to deliver the singular customer service at each of our resorts.
Human Capital As of December 31, 2025, we had approximately 28,500 employees (including approximately 12,000 in Macau and 16,500 in the U.S.). We foster the growth and development of our employees to ensure that they remain best-equipped to deliver the singular customer service at each of our resorts.
The Gaming Concession Contract between Wynn Macau SA and the Macau government requires Wynn Macau SA to operate two casinos: "Casino Wynn Macau" and "Casino Wynn Palace." Under the Gaming Concession Contract, Wynn Macau SA provided a first demand bank guarantee of MOP1.0 billion (approximately $125.1 million) in favor of the Macau government to support Wynn Macau SA’s legal and contractual obligations, from January 1, 2023 until one hundred and eighty days after the term of the Gaming Concession Contract expires or the rescission of the concession.
Under the Gaming Concession Contract, Wynn Macau SA provided a first demand bank guarantee of MOP1.0 billion (approximately $124.8 million) in favor of the Macau government to support Wynn Macau SA’s legal and contractual obligations, from January 1, 2023 until one hundred and eighty days after the term of the Gaming Concession Contract expires or the rescission of the concession.
If the Nevada Gaming Authorities were to find an officer, director, or key employee unsuitable for licensing or to continue having a relationship with Wynn Las Vegas, LLC, the registered intermediary subsidiaries, or us, we would have to sever all relationships with the person.
If the Nevada Gaming Authorities were to find an officer, director, or key employee unsuitable for licensing or to continue having a relationship with Wynn Las Vegas, LLC, any registered intermediary subsidiary, or us, we would be required by law to sever all relationships with the person.
Additionally, certain other 6 Table of Contents Asian countries and regions have legalized or in the future may legalize gaming, such as Japan, Taiwan, and Thailand, which could increase competition for our Macau Operations. Las Vegas Las Vegas is the largest gaming market in the United States.
Additionally, certain other Asian countries and regions have legalized or in the future may legalize gaming, such as Japan, Taiwan, and Thailand, which could increase competition for our Macau Operations. Las Vegas Las Vegas is the largest gaming market in the U.S.
The Las Vegas gaming market is highly competitive and is largely dependent on tourist arrivals and meeting- and convention-related visitation. According to statistics published by the Nevada Gaming Control Board, Las Vegas Strip total gaming win was $8.8 billion in 2024, a 1.0% decrease from $8.9 billion in 2023.
The Las Vegas gaming market is highly competitive and is largely dependent on tourist arrivals and meeting- and convention-related visitation. According to statistics published by the Nevada Gaming Control Board, Las Vegas Strip total gaming win was $8.8 billion in both 2024 and 2025.
In the U.S., to encourage employees to keep up with routine medical care and participate in its wellness program, the Company funds a health reimbursement account for participating employees. To help employees cover medical expenses pre-tax, the Company offers employees in the U.S. a flexible spending account.
The Company also provides employee paid supplemental life and accident insurance plans. In the U.S., to encourage employees to keep up with routine medical care and participate in its wellness program, the Company funds a health reimbursement account for participating employees. To help employees cover medical expenses pre-tax, the Company offers employees in the U.S. a flexible spending account.
The initial term of the sports wagering licenses, which carries a $5.0 million initial license fee, is 5 years. Sports wagering licenses are also subject to additional regulatory fees. The Commonwealth of Massachusetts receives 15% of gross retail sports wagering revenues.
The initial term of the sports wagering licenses, which carries a $5.0 million initial license fee, is 5 years. Sports wagering licenses are also subject to additional regulatory fees.
We are required to be registered as a publicly traded corporation (a "registered public company") and to be found suitable by the NGC to own the equity interests of Wynn Resorts Holdings, LLC ("Wynn Resorts Holdings").
These gaming licenses are not transferable. 9 Table of Contents We are required to be registered as a publicly traded corporation (a "registered public company") and to be found suitable by the NGC to own the equity interests of Wynn Resorts Holdings, LLC ("Wynn Resorts Holdings").
Across our resorts, we maintain an extensive program of training and development focused on skills development and career advancement. Our non-union employees are all eligible to participate in the Company paid health, vision, dental, life, prescription, and long-term disability insurance plans. The Company also provides employee paid supplemental life and accident insurance plans.
Across our resorts, we maintain an extensive program of training and development focused on skills development and career advancement. 14 Table of Contents Our non-union employees, and those union employees not covered under union health and welfare plans, are all eligible to participate in the Company paid health, vision, dental, life, prescription, and long-term disability insurance plans.
We are in the design stages of developing the next phase of Wynn Palace. We currently expect that the next phase at Wynn Palace will incorporate an array of amenities such as theater and expanded event space, food and beverage features, and other non-gaming offerings.
We currently expect that the next phase at Wynn Palace will incorporate an array of amenities such as theater and expanded event space, food and beverage features, and other non-gaming offerings. Wynn Macau We opened Wynn Macau in September 2006, and Encore, an expansion of Wynn Macau, in April 2010.
Wynn Macau We opened Wynn Macau in September 2006, and Encore, an expansion of Wynn Macau, in April 2010. Located in the heart of downtown Macau, the property features approximately 294,000 square feet of casino space with 257 table games and 696 slot machines, as well as private gaming salons, sky casinos, and a poker room.
Located in the heart of downtown Macau, the property features approximately 294,000 square feet of casino space with 253 table games and 911 slot machines, as well as private gaming salons, sky casinos, and a poker room.
The execution report of the proposal for the year 2023 was submitted on March 28, 2024 and was thereafter reviewed by the Macau government. The execution report of the proposal presented by the concessionaires may be subject to extraordinary audit upon determination by the Macau government.
The execution report of the proposals for the years 2023 and 2024 were submitted in March 2024 and 2025, respectively, and were thereafter reviewed by the Macau government. The execution report presented by the concessionaires may be subject to extraordinary audit upon determination by the Macau government.
The MGC has responsibility for the continuing regulation and licensing of the licensee and its officers, directors, employees and other designated persons. The MGC retains the authority to suspend, revoke or condition a Category 1 license, or any other license issued under the Massachusetts Act, and the IEB may levy civil penalties for regulatory and other violations.
The MGC retains the authority to suspend, revoke or condition a Category 1 license, or any other license issued under the Massachusetts Act, and the IEB may levy civil penalties for regulatory and other violations.
According to the Las Vegas Convention and Visitors Authority, overall Las Vegas visitor volume was 41.7 million in 2024, a 2.1% increase from 40.8 million in 2023. Occupancy on the Las Vegas Strip was relatively flat at 86.4%, compared to 86.2% in 2023.
According to the Las Vegas Convention and Visitors Authority, overall Las Vegas visitor volume was 38.5 million in 2025, a 7.5% decrease from 41.7 million in 2024; and occupancy on the Las Vegas Strip was 83.2% in 2025, compared to 86.4% in 2024.
We voluntarily use green power to reduce carbon emissions and drive toward our corporate sustainability goals. We encourage our employees to avail themselves of numerous leadership and development opportunities and use our resources to assist in the education and development of the next generation of employees and leaders.
We encourage our employees to avail themselves of numerous leadership and development opportunities and use our resources to assist in the education and development of the next generation of employees and leaders.
Wynn Las Vegas entered into a collective bargaining agreement with the United Auto Workers Union ("UAW") effective August 28, 2021 through August 28, 2024, covering approximately 370 table games dealer employees. Wynn Las Vegas and the UAW have commenced negotiations over a successor agreement, and have agreed to extend the terms of the current collective bargaining agreement during the negotiations.
Wynn Las Vegas entered into a collective bargaining agreement with the United Auto Workers Union ("UAW") effective August 28, 2024 through August 28, 2027, covering approximately 370 table games dealer employees.
The Macau government may assume temporary custody and control over the operation of a concession in certain circumstances. During any such period, the costs of operations must be borne by the concessionaire.
The Macau government may assume temporary custody and control over the operation of a concession in certain circumstances.
Wynn Las Vegas entered into a collective bargaining agreement with the UAW effective from January 27, 2023 through January 27, 2027, covering approximately 70 slot attendant employees.
Wynn Las Vegas entered into a collective bargaining agreement with the International Brotherhood of Teamsters effective August 1, 2024 through July 31, 2029, covering approximately 170 horticulture and valet employees. Wynn Las Vegas entered into a collective bargaining agreement with the UAW effective from January 27, 2023 through January 27, 2027, covering approximately 80 slot attendant employees.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThese types of events have also caused significant volatility in the regional economies in which these restrictions and sanctions are imposed which may negatively impact discretionary consumer spending, disposable consumer income and wealth or changes in consumer confidence, and in turn, demand for our products and services, or worsen or exacerbate the impact of current negative macroeconomic conditions on our business and results of operations, as further described above. 18 Table of Contents In addition, policies adopted from time to time by governments, including any visa and travel restrictions or difficulties faced by our customers such as restrictions on exit visas for travelers requiring them or restrictions on visitor entry visas for the jurisdictions in which we operate, have and may in the future decrease the number of visitors to our properties from those affected places, including from the PRC, Hong Kong and Taiwan.
Biggest changeThese types of events have also caused significant volatility in the regional economies in which these restrictions and sanctions are imposed which may negatively impact discretionary consumer spending, disposable consumer income and wealth or changes in consumer confidence, and in turn, demand for our products and services, or worsen or exacerbate the impact of current negative macroeconomic conditions on our business and results of operations, as further described above.
If the Macau government rescinds the Gaming Concession Contract due to the Wynn Macau SA’s non-fulfilment, or perceived non-fulfillment, of its obligations, Wynn Macau SA will be required to transfer to the Macau government, free from any encumbrance or lien and without compensation, all of its casinos, gaming assets and equipment and ownership rights to its casino areas in Macau.
If the Macau government rescinds the Gaming Concession Contract due to the Wynn Macau SA’s non-fulfillment, or perceived non-fulfillment, of its obligations, Wynn Macau SA will be required to transfer to the Macau government, free from any encumbrance or lien and without compensation, all of its casinos, gaming assets and equipment and ownership rights to its casino areas in Macau.
Licensing or other disciplinary action against us outside of Massachusetts, including by the government of Macau, may be considered by the MGC in assessment of our ongoing suitability to hold a license in Massachusetts and may subject us to fines, license conditions, license suspension or revocation.
Licensing or other disciplinary action against us outside of the Commonwealth of Massachusetts, including by the government of Macau, may be considered by the MGC in assessment of our ongoing suitability to hold a license in the Commonwealth of Massachusetts and may subject us to fines, license conditions, license suspension or license revocation.
If our efforts to cause these sites to be shut down through civil action and by reporting these sites to the appropriate authorities (where applicable) are unsuccessful or not timely completed, these unauthorized activities may continue and harm our reputation and negatively affect our business. 25 Table of Contents Efforts we take to acquire and protect our intellectual property rights against unauthorized use throughout the world may be costly and may not be successful in protecting and preserving the status and value of our intellectual property assets.
If our efforts to cause these sites to be shut down through civil action and by reporting these sites to the appropriate authorities (where applicable) are unsuccessful or not timely completed, these unauthorized activities may continue and harm our reputation and negatively affect our business. 26 Table of Contents Efforts we take to acquire and protect our intellectual property rights against unauthorized use throughout the world may be costly and may not be successful in protecting and preserving the status and value of our intellectual property assets.
Under the MGC’s continuing duty regulations, we are required to report to notify and update the 27 Table of Contents MGC of certain matters including but not limited to any denial, suspension or revocation in any jurisdiction of a gaming related license; any discipline, including a fine or warning, related to gaming operations imposed upon the gaming licensee or qualifier by any government agency in any jurisdiction; any arrest, indictment, charge or criminal conviction of any qualifier in any jurisdiction; any complaints, allegations, or notice of investigation thereof against the gaming licensee, qualifier, or any gaming entity owned or operated by the parent to the gaming licensee, that if substantiated could reasonably lead to potential revocation or suspension of the license or approval held by the gaming licensee, qualifier, or gaming entity owned or operated by the parent to the gaming licensee, in that jurisdiction and/or imposition of a fine of $50,000 or greater.
Under the MGC’s continuing duty regulations, we are required to report to notify and update the MGC of certain matters including but not limited to any denial, suspension or revocation in any jurisdiction of a gaming related license; any discipline, including a fine or warning, related to gaming operations imposed upon the gaming licensee or qualifier by any government agency in any jurisdiction; any arrest, indictment, charge or criminal conviction of any qualifier in any jurisdiction; any complaints, allegations, or notice of investigation thereof against the gaming licensee, qualifier, or any gaming entity owned or operated by the parent to the gaming licensee, that if substantiated could reasonably lead to potential revocation or suspension of the license or approval held by the gaming licensee, qualifier, or gaming entity owned or operated by the parent to the gaming licensee, in that jurisdiction and/or imposition of a fine of $50,000 or greater.
Our collection and use of personal data are governed by privacy laws and regulations, and privacy law is an area that changes often and varies significantly by jurisdiction. For example, the European Union (EU)'s General Data Protection Regulation ("GDPR") requires companies to meet stringent requirements regarding the 24 Table of Contents handling of personal data.
Our collection and use of personal data are governed by privacy laws and regulations, and privacy law is an area that changes often and varies significantly by jurisdiction. For example, the European Union (EU)'s General Data Protection Regulation ("GDPR") requires companies to meet stringent requirements regarding the 25 Table of Contents handling of personal data.
Wynn Macau SA is currently in its third year of concession. The loss of our concession would prohibit us from conducting gaming operations in Macau, which would have a material adverse effect on our business and financial condition. Certain Nevada gaming laws apply to our gaming activities and associations outside of Nevada.
Wynn Macau SA is currently in its fourth year of concession. The loss of our concession would prohibit us from conducting gaming operations in Macau, which would have a material adverse effect on our business and financial condition. Certain Nevada gaming laws apply to our gaming activities and associations outside of Nevada.
Due to our commitment to maintain high standards of compliance with laws and public disclosure, our efforts to comply with evolving laws, regulations and standards have resulted in and are likely to continue to result in increased general and administrative expense. 23 Table of Contents We are subject to taxation by various governments and agencies.
Due to our commitment to maintain high standards of compliance with laws and public disclosure, our efforts to comply with evolving laws, regulations and standards have resulted in and are likely to continue to result in increased general and administrative expense. 24 Table of Contents We are subject to taxation by various governments and agencies.
Consumer demand for hotels, casino resorts, trade shows, conventions and the type of luxury amenities that we offer is particularly sensitive to downturns in the economies in which we operate, which could harm consumer confidence in the economy and adversely affect discretionary spending.
Consumer demand for hotels, casino resorts, trade shows, conventions and the type of luxury amenities that we offer is particularly sensitive to downturns or perceived downturns in the economies in which we operate, which could harm consumer confidence in the economy and adversely affect discretionary spending.
Wynn Macau, Limited, an indirect majority owned subsidiary of Wynn Resorts and the developer, owner and operator of Wynn Macau and Wynn Palace, listed its ordinary shares of common stock on The Stock Exchange of Hong Kong Limited in October 2009. As of December 31, 2024, Wynn Resorts owned approximately 72% of Wynn Macau, Limited's ordinary shares of common stock.
Wynn Macau, Limited, an indirect majority owned subsidiary of Wynn Resorts and the developer, owner and operator of Wynn Macau and Wynn Palace, listed its ordinary shares of common stock on The Stock Exchange of Hong Kong Limited in October 2009. As of December 31, 2025, Wynn Resorts owned approximately 72% of Wynn Macau, Limited's ordinary shares of common stock.
The costs of investigation, remediation or removal of those substances may be substantial, and the presence of those substances, or the failure to remediate a property properly, may impair our ability to use our property. Contamination has been identified at and in the vicinity of our site in Everett, Massachusetts.
The costs of investigation, remediation or removal of those substances may be substantial, and the presence of those substances, or the failure to remediate a property properly, may impair our ability to use our property. Contamination has been identified at and in the vicinity of our sites in Everett, Massachusetts.
Moreover, we are subject to the risk that U.S. regulators may not permit us to conduct operations in Macau in a manner consistent with the way in which we intend, or the applicable U.S. gaming authorities require us, to conduct our operations in the United States.
Moreover, we are subject to the risk that U.S. regulators may not permit us to conduct operations in Macau in a manner consistent with the way in which we intend, or the applicable U.S. gaming authorities require us, to conduct our operations in the U.S.
The loss of key management and operating personnel would likely have a material adverse effect on our business, prospects, financial condition, and results of operations. Demand for our products and services may be negatively impacted by geopolitical tensions, visa and travel restrictions or difficulties, restrictions on international money transfers and other policies or campaigns implemented by regional governments.
The loss of key management and operating personnel would likely have a material adverse effect on our business, prospects, financial condition, and results of operations. 19 Table of Contents Demand for our products and services may be negatively impacted by geopolitical tensions, visa and travel restrictions or difficulties, restrictions on international money transfers and other policies or campaigns implemented by regional governments.
Although courts of some foreign nations will enforce gaming debts directly and the assets in the United States of foreign debtors may be used to satisfy a judgment, judgments on gaming debts from U.S. courts are not binding on the courts of many foreign nations.
Although courts of some foreign nations will enforce gaming debts directly and the assets in the U.S. of foreign debtors may be used to satisfy a judgment, judgments on gaming debts from U.S. courts are not binding on the courts of many foreign nations.
The continued expansion of media and social media formats has compounded the potential scope of negative publicity and has made it more difficult to control and effectively manage negative publicity. We are entirely dependent on a limited number of resorts for all of our cash flow, which subjects us to greater risks than a gaming company with more operating properties.
The continued expansion of media and social media formats has compounded the potential scope of negative publicity and has made it more difficult to control and effectively manage negative publicity. 20 Table of Contents We are entirely dependent on a limited number of resorts for all of our cash flow, which subjects us to greater risks than a gaming company with more operating properties.
The amount of such compensation relating to the projects agreed with the Macau government would be determined based on the earnings of these projects, before interest, depreciation and amortization for the fiscal year immediately preceding the date the redemption is declared, multiplied by the number of years remaining on the term of the Gaming Concession Contract.
The amount of such compensation relating to the projects agreed with the Macau government would be determined based on the earnings of those assets, before interest, depreciation and amortization for the fiscal year immediately preceding the date the redemption is declared, multiplied by the number of years remaining on the term of the Gaming Concession Contract.
We are therefore subject to regulations imposed by the FCPA and other anti-corruption laws that generally prohibit U.S. companies and their intermediaries from offering, promising, authorizing or making improper payments to foreign government officials for the 22 Table of Contents purpose of obtaining or retaining business.
We are therefore subject to regulations imposed by the FCPA and other anti-corruption laws that generally prohibit U.S. companies and their intermediaries from offering, promising, authorizing or making improper payments to foreign government officials for the purpose of obtaining or retaining business.
Certain of these factors or events, such as severe storms and infectious diseases, have in the past negatively affected our results of operations, and any of these 19 Table of Contents factors or events may in the future negatively affect our results of operations and our ability to generate sufficient cash flow to make payments or maintain our covenants with respect to our debt.
Certain of these factors or events, such as severe storms and infectious diseases, have in the past negatively affected our results of operations, and any of these factors or events may in the future negatively affect our results of operations and our ability to generate sufficient cash flow to make payments or maintain our covenants with respect to our debt.
Patent and Trademark Office ("PTO") and with various foreign patent and trademark registries including registries in Macau, China, Hong Kong, Singapore, Taiwan, Japan, certain European countries and various other jurisdictions throughout the world, to register a variety of WYNN-related trademarks and service marks in connection with a variety of goods and services.
Patent and Trademark Office ("PTO") and with various foreign patent and trademark registries including registries in Macau, China, Hong Kong, Singapore, Taiwan, Japan, the United Arab Emirates, certain European countries and various other jurisdictions throughout the world, to register a variety of WYNN-related trademarks and service marks in connection with a variety of goods and services.
The term of the Cooperation Agreement expires on the date that Phil Satre no longer serves as Chair of the Board, unless earlier terminated pursuant to the circumstances described in the Cooperation Agreement. Our stock price may be volatile. The trading price of our common stock has been and may continue to be subject to wide fluctuations.
The term of the Cooperation Agreement expires on the date that Phil Satre no longer serves as Chair of the Board, unless earlier terminated pursuant to the circumstances described in the Cooperation Agreement. Our stock price may be volatile. In the past, the trading price of our common stock has been subject to wide fluctuations.
Under these and other environmental requirements we have been and may be required to investigate and clean up hazardous or toxic substances or chemical releases at our property.
Under these and other environmental requirements we have been and may be required to investigate and clean up hazardous or toxic substances or chemical releases at our properties.
In addition, premium gaming is more volatile than other forms of gaming, and 20 Table of Contents variances in win-loss results attributable to high-value gaming may have a positive or negative impact on cash flow and earnings in a particular quarter. Macau Operations.
In addition, premium gaming is more volatile than other forms of gaming, and variances in win-loss results attributable to high-value gaming may have a positive or negative impact on cash flow and earnings in a particular quarter. Macau Operations.
Any misappropriation of confidential or personally identifiable information gathered, stored or used by us, be it intentional or accidental, could have a material impact on the operation of our business, including severely damaging our reputation and our relationships with our customers, employees and investors. Laws in the United States in this area are also developing quickly.
Any misappropriation of confidential or personally identifiable information gathered, stored or used by us, be it intentional or accidental, could have a material impact on the operation of our business, including severely damaging our reputation and our relationships with our customers, employees and investors. Laws in the U.S. in this area are also developing quickly.
Risks Related to our Indebtedness We are highly leveraged and future cash flow may not be sufficient for us to meet our obligations, and we might have difficulty obtaining more financing. We have a substantial amount of consolidated debt in relation to our equity. As of December 31, 2024, we had total outstanding debt of approximately $10.64 billion.
Risks Related to our Indebtedness We are highly leveraged and future cash flow may not be sufficient for us to meet our obligations, and we might have difficulty obtaining more financing. We have a substantial amount of consolidated debt in relation to our equity. As of December 31, 2025, we had total outstanding debt of approximately $10.63 billion.
On September 6, 2024, Wynn Las Vegas entered into a non-prosecution agreement ("NPA") with the USAO and the United States Department of Justice, resolving such investigation. Pursuant to the NPA, Wynn Las Vegas agreed to forfeit $130 million in funds involved in the transactions at issue and continue to make certain enhancements to its compliance program.
On September 6, 2024, Wynn Las Vegas entered into a non-prosecution agreement ("NPA") with the USAO and the U.S. Department of Justice, resolving such investigation. Pursuant to the NPA, Wynn Las Vegas agreed to forfeit $130 million in funds involved in the transactions at issue and continue to make certain enhancements to its compliance program.
Failure to complete our projects may negatively affect our financial condition, our results of operations and our ability to pay our debt. Any violation of applicable anti-money laundering laws and regulations, the Foreign Corrupt Practices Act ("FCPA") and other anti-corruption laws, or resulting sanctions and penalties could adversely affect our business, performance, prospects, value, financial condition, and results of operations.
Failure to complete our projects may negatively affect our financial condition, our results of operations and our ability to pay our debt. Any violation of applicable anti-money laundering laws and regulations, the FCPA and other anti-corruption laws, or resulting sanctions and penalties could adversely affect our business, performance, prospects, value, financial condition, and results of operations.
As competing properties and new markets are opened, our operating results may be negatively impacted. Our business relies on premium customers. We often extend credit, and we may not be able to collect gaming receivables from our credit players or credit play may decrease. General.
As competing properties and new markets are opened, our operating results may be negatively impacted. 21 Table of Contents Our business relies on premium customers. We often extend credit, and we may not be able to collect gaming receivables from our credit players or credit play may decrease. General.
Our stock price may fluctuate in response to a number of events and factors, such as general United States, China, and world economic and financial conditions, our own quarterly variations in operating results, increased competition, changes in financial estimates and recommendations by securities analysts, changes in applicable laws or regulations, changes affecting the travel industry, and other events impacting our business.
Our stock price may fluctuate in response to a number of events and factors, such as general U.S., China, and world economic and financial conditions, quarterly variations in our operating results, increased competition, changes in financial estimates and recommendations by securities analysts, changes in applicable laws or regulations, changes affecting the travel industry, and other events impacting our business.
The stock market in general, and prices for companies in our industry in particular, has experienced extreme volatility that may be unrelated to the operating performance of a particular company. These broad market and industry fluctuations may adversely affect the price of our common stock, regardless of our operating performance.
The stock market in general, and stock prices for companies in our industry in particular, have experienced periods of extreme volatility that may be unrelated to the operating performance of a particular company. These broad market and industry fluctuations may adversely affect the price of our common stock, regardless of our operating performance and results.
Laws in all 50 states require businesses to provide notice to customers whose personally identifiable information has been disclosed as a result of a data breach. Some states, such as California, Virginia and Colorado, have adopted privacy laws. Such adoption may indicate a trend for further legislation across all states.
Laws in all 50 states require businesses to provide notice to customers whose personally identifiable information has been disclosed as a result of a data breach. Some states, including California, Virginia, Colorado, Connecticut, Utah, Texas, and Delaware have adopted privacy laws. Such adoption may indicate a trend for further legislation across all states.
Failure to shift the mix of our table games in anticipation of market demands and industry trends may negatively impact our operating results. 28 Table of Contents Risks Related to Share Ownership and Stockholder Matters Certain stockholders are able to exert significant influence over our operations and future direction. As of December 31, 2024, Elaine P.
Failure to shift the mix of our table games in anticipation of market demands and industry trends may negatively impact our operating results. Risks Related to Share Ownership and Stockholder Matters Certain stockholders are able to exert significant influence over our operations and future direction. As of December 31, 2025, certain trusts created by Elaine P.
Geopolitical tensions, notably with respect to international trade, including increases in tariffs and company and industry specific restrictions, in addition to changes in national security policies and other similar and geopolitical events, could cause economic disruption and adversely impact our business and results of operations.
Geopolitical tensions, notably with respect to international trade, including the imposition or threatened imposition of increased tariffs and company and industry specific restrictions, in addition to changes in national security policies and other similar and geopolitical events, could cause economic disruption and adversely impact our business and results of operations.
Despite our efforts, we may not be successful in preventing or detecting such culpable behavior and schemes in a timely manner and the relevant insurance we have obtained may not be sufficient to cover our losses depending on the incident, which could result in losses to our gaming operations and generate negative publicity, both of which could have an adverse effect on our reputation, business, results of operations and cash flows. 21 Table of Contents We may not realize the anticipated benefits of our new projects, or co-investments in new projects.
Despite our efforts, we may not be successful in preventing or detecting such culpable behavior and schemes in a timely manner and the relevant insurance we have obtained may not be sufficient to cover our losses depending on the incident, which could result in losses to our gaming 22 Table of Contents operations and generate negative publicity, both of which could have an adverse effect on our reputation, business, results of operations and cash flows.
The existing smoking legislation, and any smoking legislation intended to fully ban all smoking in casinos, may deter potential gaming customers who are smokers from frequenting casinos in Macau, which could have an adverse effect on our business, financial condition, results of operations and cash flows. 26 Table of Contents Extreme weather conditions have had and may in the future have an adverse impact on our Macau Operations.
The existing smoking legislation, and any smoking legislation intended to 27 Table of Contents fully ban all smoking in casinos, may deter potential gaming customers who are smokers from frequenting casinos in Macau, which could have an adverse effect on our business, financial condition, results of operations and cash flows.
Any change in gaming laws, regulations or licenses applicable to our business or a violation of any current or future laws or regulations applicable to our business or gaming licenses could require us to make substantial expenditures and forfeit assets, and would negatively affect our gaming operations.
Complying with gaming laws, regulations and license requirements is costly. Any change in gaming laws, regulations or licenses applicable to our business or a violation of any current or future laws or regulations applicable to our business or gaming licenses could require us to make substantial expenditures and forfeit assets, and would negatively affect our gaming operations.
As a result our gaming revenues, financial condition, results of operations and cash flows could be adversely affected by a further deterioration of the current macroeconomic environment, an economic slowdown or recession in the U.S. or global economy, or perception that any of these events may occur.
As a result, our gaming revenues, financial condition, results of operations and cash flows could be adversely affected by a delay or stall in any economic recovery or, an economic slowdown or recession in the U.S. or global economy, or perception that any of these events may occur.
In particular, the legalization or expansion of casino gaming in or near metropolitan areas from which we attract customers could have a negative effect on our business. In addition, new or renovated casinos in Macau or elsewhere in Asia could draw Asian gaming customers away from Wynn Las Vegas.
In particular, the legalization or expansion of casino gaming in or near metropolitan areas from which we attract customers could have a negative effect on our business. In addition, new or renovated casinos in Macau or elsewhere in Asia could draw Asian gaming customers away from Wynn Las Vegas. Encore Boston Harbor competes with other casinos in the northeastern U.S.
These restrictions include, among other things, limitations on our ability and the ability of our restricted subsidiaries to pay dividends or distributions or repurchase equity; incur additional debt; make investments; create liens on assets to secure debt; enter into transactions with affiliates; issue stock of, or member's interests in, subsidiaries; enter into sale-leaseback transactions; engage in other businesses; merge or consolidate with another company; undergo a change of control; transfer, sell or otherwise dispose of assets; issue disqualified stock; create dividend and other payment restrictions affecting subsidiaries; and designate restricted and unrestricted subsidiaries. 29 Table of Contents Our ability to comply with the terms of our outstanding facilities may be affected by general economic conditions, industry conditions and other events outside of our control.
These restrictions include, among other things, limitations on our ability and the ability of our restricted subsidiaries to pay dividends or distributions or repurchase equity; incur additional debt; make investments; create liens on assets to secure debt; enter into transactions with affiliates; issue stock of, or member's interests in, subsidiaries; enter into sale-leaseback transactions; engage in other businesses; merge or consolidate with another company; undergo a change of control; transfer, sell or otherwise dispose of assets; issue disqualified 30 Table of Contents stock; create dividend and other payment restrictions affecting subsidiaries; and designate restricted and unrestricted subsidiaries.
The applicable rates with respect to a portion of the interest we pay will fluctuate with market rates and, accordingly, our interest expense will increase as market interest rates increase. We are permitted to incur additional indebtedness if certain conditions are met, including conditions under our WM Cayman II Revolver, our WRF Credit Facilities, and our indentures.
The applicable rates with respect to a portion of the interest we pay will fluctuate with market rates and, accordingly, our interest expense will increase if, and to the extent that, market interest rates increase. We are permitted to incur additional indebtedness if certain conditions are met under certain of our credit facilities and our indentures.
Wynn regarding the composition of the Company's Board of Directors and certain other matters, including, among other things, the appointment of Mr. Philip G. Satre to the Company's Board of Directors, standstill restrictions, releases, non-disparagement and reimbursement of expenses.
We are party to a Cooperation Agreement (the "Cooperation Agreement") with Elaine P. Wynn regarding the composition of the Company's Board of Directors and certain other matters, including, among other things, the appointment of Mr. Philip G. Satre to the Company's Board of Directors, standstill restrictions, releases, non-disparagement and reimbursement of expenses.
Encore Boston Harbor competes with other casinos in the northeastern United States. Additional competition in the northeastern United States as a result of the upgrading or expansion of facilities by existing market participants, the entrance of new gaming participants into a market or legislative changes may harm our business.
Additional competition in the northeastern U.S. as a result of the upgrading or expansion of facilities by existing market participants, the entrance of new gaming participants into a market or legislative changes may harm our business.
Consequently, should the NGC find that our subsidiaries' gaming activities or associations in other jurisdictions are unsuitable, those subsidiaries may be prohibited from undertaking their planned gaming activities or associations in the other jurisdiction or be required to divest their investment in the other jurisdiction, possibly on unfavorable terms.
Consequently, should the NGC find that our subsidiaries' gaming activities or associations in other jurisdictions are unsuitable, those subsidiaries may be prohibited from undertaking their planned gaming activities or associations in the other jurisdiction or be required to divest their investment in the other jurisdiction, possibly on unfavorable terms. 28 Table of Contents The Massachusetts Gaming Commission has broad authority to consider conduct outside of Massachusetts for continued licensure in Massachusetts.
Attempts by others to gain unauthorized access to information technology and other systems and the data contained therein are becoming increasingly sophisticated and difficult to anticipate and prevent.
Attempts by others to gain unauthorized access to information technology and other systems and the data contained therein are becoming increasingly sophisticated and difficult to anticipate and prevent. The rapid evolution of artificial intelligence has increased the complexity and frequency of such attempts.
While gaming debts evidenced by a credit instrument, including what is commonly referred to as a "marker," are enforceable under the current laws of Nevada and Massachusetts, and judgments on gaming debts are enforceable in all states of the United States under the Full Faith and Credit Clause of the United States Constitution, other jurisdictions may determine that direct or indirect enforcement of gaming debts is against public policy.
While gaming debts evidenced by a credit instrument, including what is commonly referred to as a "marker," are enforceable under the current laws of Nevada and Massachusetts, and judgments on gaming debts are enforceable in all states of the U.S. under the Full Faith and Credit Clause of the U.S.
We cannot provide any assurance that we will not experience additional and successful organizing activity in the future.
These efforts have achieved some success to date. We cannot provide any assurance that we will not experience additional and successful organizing activity in the future.
Adverse incidents or adverse publicity concerning our resorts or our corporate responsibilities could harm our brand and reputation and negatively impact our financial results. Our reputation and the value of our brand, including the perception held by our customers, business partners, other key stakeholders and the communities in which we do business, are important assets.
Our reputation and the value of our brand, including the perception held by our customers, business partners, other key stakeholders and the communities in which we do business, are important assets.
Flooding, unscheduled interruption in the technology or transportation services or interruption in the supply of public utilities may lead to a shutdown of any of our resorts in Macau.
Unfavorable weather conditions could negatively affect the profitability of our resorts and prevent or discourage guests from traveling to Macau. Flooding, unscheduled interruption in the technology or transportation services or interruption in the supply of public utilities may lead to a shutdown of any of our resorts in Macau.
We are approved by the Macau government to operate 570 gaming tables and 1,100 gaming machines at our Macau Operations currently. The mix of table games in operation at Wynn Palace and Wynn Macau changes from time to time as a result of marketing and operating strategies in response to changing market demand and industry competition.
The mix of table games in operation at Wynn Palace and Wynn Macau changes from time to time as a result of marketing and operating strategies in response to changing market 29 Table of Contents demand and industry competition.
The Massachusetts Gaming Commission has broad authority to consider conduct outside of Massachusetts for continued licensure in Massachusetts. The Massachusetts Gaming Act requires a gaming licensee to affirmatively maintain its suitability to hold a gaming license in Massachusetts.
The Massachusetts Gaming Act requires a gaming licensee to affirmatively maintain its suitability to hold a gaming license in the Commonwealth of Massachusetts.
Macau's subtropical climate and location on the South China Sea are subject to extreme weather conditions including typhoons and heavy rainstorms, such as Typhoon Mangkhut in 2018 and Typhoon Hato in 2017. Unfavorable weather conditions could negatively affect the profitability of our resorts and prevent or discourage guests from traveling to Macau.
Extreme weather conditions have had and may in the future have an adverse impact on our Macau Operations. Macau's subtropical climate and location on the South China Sea are subject to extreme weather conditions including typhoons and heavy rainstorms, such as Typhoon Ragasa in 2025, Typhoon Mangkhut in 2018 and Typhoon Hato in 2017.
United States gaming regulatory authorities have broad powers to request detailed financial and other information, to limit, condition, suspend or revoke a registration, gaming license or related approvals; approve changes in our operations; and levy fines or require forfeiture of assets for violations of gaming laws or regulations.
The redemption price may be paid in cash, by promissory note, or both, as required, and pursuant to the terms established by the applicable gaming authority and, if not, as Wynn Resorts elects. 18 Table of Contents U.S. gaming regulatory authorities have broad powers to request detailed financial and other information, to limit, condition, suspend or revoke a registration, gaming license or related approvals; approve changes in our operations; and levy fines or require forfeiture of assets for violations of gaming laws or regulations.
The Macau government has established a maximum number of gaming tables that can be operated in Macau and has limited the number of new gaming tables at new gaming areas in Macau. As of December 31, 2024, we had a total of 303 table games at Wynn Palace and 257 at Wynn Macau approved by the Macau's DICJ.
The Macau government has established a maximum number of gaming tables that can be operated in Macau and has limited the number of new gaming tables at new gaming areas in Macau.
The ultimate cost of remediating contaminated sites is difficult to accurately predict, and we have exceeded our initial estimates of the remediation costs for the Everett site. We may also be required to conduct additional investigations and remediation with respect to this site.
The ultimate cost of remediating contaminated sites is difficult to accurately predict. We may also be required to conduct additional investigations and remediation with respect to these sites. Adverse incidents or adverse publicity concerning our resorts or our corporate responsibilities could harm our brand and reputation and negatively impact our financial results.
From time to time, the Company receives governmental and regulatory inquiries about compliance with such laws and regulations. The Company cooperates with all such inquiries. Any violation of anti-money laundering laws or regulations could adversely affect our business, performance, prospects, value, financial condition, and results of operations.
From time to time, the Company receives governmental and regulatory inquiries about compliance with such laws and regulations. The Company cooperates with all such inquiries.
Wynn owned approximately 8.85% of our outstanding common stock. As a result, Elaine P. Wynn may be able to exert influence over all matters requiring our stockholders’ approval, including the approval of significant corporate transactions. On August 3, 2018, we entered into a Cooperation Agreement (the "Cooperation Agreement") with Elaine P.
Wynn owned approximately 9.12% of our outstanding shares of common stock. As a result, the trustees of those trusts, and other individual and/or institutional stockholders that report significant holdings of our common stock from time to time, may be able to exert influence over matters requiring our stockholders’ approval, including any significant corporate transactions that require such approval.
In the recent past, negative macroeconomic conditions, such as inflationary pressures, relatively low levels of unemployment, and centralized efforts to control and mitigate the impact of those conditions, caused an increase in interest rates, decreases in consumer discretionary spending and disruption and volatility within the capital markets, and although these conditions have improved, they continue to present fiscal and monetary policy uncertainty.
In the past, negative macroeconomic conditions, such as inflationary pressures, relatively low levels of unemployment, and increases in interest rates, caused decreases in consumer discretionary spending and disruption and volatility within the capital markets. Although the U.S. economy has shown a strong recovery, with GDP growth above pre-pandemic levels, the global economy is experiencing a slower recovery.
As a result, we may not be able to maintain compliance with these covenants.
Our ability to comply with the terms of our outstanding facilities may be affected by general economic conditions, industry conditions and other events outside of our control. As a result, we may not be able to maintain compliance with these covenants.
Labor actions and other labor problems could negatively impact our operations. Some of our employees are represented by labor unions. From time to time, we have experienced attempts by labor organizations to organize certain of our non-union employees. These efforts have achieved some success to date.
Labor actions and other labor problems could negatively impact our operations. Some of our employees are represented by labor unions under various collective bargaining agreements with different expiration dates.
Further, we have operations, and a significant portion of our revenue is derived outside of the United States.
Any violation of anti-money laundering laws or regulations could adversely affect our business, performance, prospects, value, financial condition, and results of operations. 23 Table of Contents Further, we have operations, and a significant portion of our revenue is derived outside of the U.S.
Removed
The redemption price may be paid in cash, by promissory note, or both, as required, and pursuant to the terms established by the applicable gaming authority and, if not, as Wynn Resorts elects.
Added
In addition, lingering inflationary pressures, elevated interest rates (as compared to 2021 and the years prior to that) and ongoing geopolitical tensions, including a volatile global trade policy, remain significant risks to ongoing economic recovery and may present fiscal and monetary policy uncertainty or changes in such policy that could have a negative impact on consumer discretionary spending.
Removed
Complying with gaming laws, regulations 17 Table of Contents and license requirements is costly.
Added
In addition, policies adopted from time to time by governments, including any visa and travel restrictions or difficulties faced by our customers such as restrictions on exit visas for travelers requiring them or restrictions on visitor entry visas for the jurisdictions in which we operate, have and may in the future decrease the number of visitors to our properties from those affected places, including from the PRC, Hong Kong and Taiwan.
Removed
R egional demand for casino resorts and inbound tourism to Macau still continues to recover. We cannot predict when, or even if, operations at our properties in Macau will return to pre-pandemic levels.
Added
Constitution, other jurisdictions may determine that direct or indirect enforcement of gaming debts is against public policy.
Added
We may not realize the anticipated benefits of our new projects, or co-investments in new projects.
Added
There is no certainty that we will successfully negotiate new agreements with these unions that extend beyond the current expiration dates, or that these new agreements will be on terms that will allow us to be competitive. From time to time, we have experienced attempts by labor organizations to organize certain of our non-union employees.
Added
As of December 31, 2025, we had a total of 305 table games at Wynn Palace and 253 at Wynn Macau approved by the Macau's Gaming Inspection and Coordination Bureau. We are approved by the Macau government to operate 570 gaming tables and 1,100 gaming machines at our Macau Operations currently.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe have implemented security monitoring capabilities, designed to alert us to suspicious activity and have developed an incident response program that includes periodic coordinated response exercises designed to restore business operations as quickly and as orderly as practicable in the event of a breach.
Biggest changeWe have implemented security monitoring capabilities, designed to alert us to suspicious activity and have developed an incident response program that includes periodic coordinated response exercises designed to restore business operations as quickly and as orderly as practicable in the event of a serious cyber incident.
The CISO has overseen the Company’s information security program for the last 15 years. He holds a Bachelor of Arts degree in Business Administration, and has over 30 years’ total experience in the information technology and security field, including various leadership roles before joining Wynn Resorts.
The CISO has overseen the Company’s information security program for the last 17 years. He holds a Bachelor of Arts degree in Business Administration, and has over 30 years’ total experience in the information technology and security field, including various leadership roles before joining Wynn Resorts.
The CISO presents to the Board of Directors on a quarterly basis and the results of the risk assessments and audits on at least an annual basis. These reports also include detailed updates on the Company’s performance preparing for, preventing, detecting, responding to, and recovering from cyber incidents.
The CISO presents to the Board of Directors on a semi-annual basis and the results of the risk assessments and audits on at least an annual basis. These reports also include detailed updates on the Company’s performance preparing for, preventing, detecting, responding to, and recovering from cyber incidents.
For additional information about our cybersecurity risks, see " System failure, information leakage and the cost of maintaining sufficient cybersecurity could adversely affect our business " in Item 1A — "Risk Factors." 31 Table of Contents
For additional information about our cybersecurity risks, see " System failure, information leakage and the cost of maintaining sufficient cybersecurity could adversely affect our business " in Item 1A — "Risk Factors." 32 Table of Contents

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings We are occasionally party to lawsuits. As with all litigation, no assurance can be provided as to the outcome of such matters and we note that litigation inherently involves significant costs.
Biggest changeItem 3. Legal Proceedings We are party to lawsuits in the ordinary course of business. As with all litigation, no assurance can be provided as to the outcome of such matters and litigation inherently involves significant costs.
Removed
On September 6, 2024, Wynn Las Vegas, LLC, a wholly owned indirect subsidiary of Wynn Resorts, entered into a non-prosecution agreement ("NPA") with the United States Attorney’s Office for the Southern District of California and the United States Department of Justice (the "DOJ"), resolving the previously-disclosed investigation into various transactions at Wynn Las Vegas relating to certain patrons who reside or operate in foreign jurisdictions which were facilitated by former employees, agents and other third parties that were unlicensed money transmitting businesses, in violation of 18 U.S.C. § 1960.
Removed
Pursuant to the NPA, Wynn Las Vegas agreed to forfeit $130 million in funds involved in the transactions at issue and continue to make certain enhancements to its compliance program.
Removed
The DOJ agreed that, subject to Wynn Las Vegas’s fulfillment of its obligations under the NPA, it will not bring any criminal charges against Wynn Las Vegas concerning the subject matter of its investigation, subject to standard reservations of rights and certain reserved claims. 32 Table of Contents In reaching the resolution set forth in the NPA, the DOJ took into account the historical nature of the transactions at issue; Wynn Las Vegas’s cooperation with the DOJ’s multi-year investigation; that Wynn Las Vegas no longer employs or is affiliated with any of the individuals implicated in the transactions at issue; and Wynn Las Vegas’s extensive remedial measures, many of which were undertaken prior to the parties entering into the NPA.
Removed
The NPA resolves all prior U.S. federal regulatory inquiries commenced in or about 2014 regarding compliance by Wynn Las Vegas with 18 U.S.C. § 1960 and the Bank Secrecy Act.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIssuer Purchases of Equity Securities The following table summarizes the share repurchases made by the Company during the three months ended December 31, 2024: For the Month Ended Number of Shares Repurchased (1)(2) Weighted Average Price Paid Per Share Shares Repurchased as Part of a Publicly Announced Program (2) Approximate Dollar Value Remaining Under the Program (in thousands) October 1, 2024 to October 31, 2024 135,421 $ 98.58 134,591 $ 234,419 November 1, 2024 to November 30, 2024 912,043 $ 91.74 904,306 $ 917,001 December 1, 2024 to December 31, 2024 1,105,124 $ 94.16 1,104,769 $ 813,000 (1) Shares purchased in October 2024, November 2024, and December 2024 include 830, 7,737 and 355 shares, respectively, purchased in satisfaction of employee tax withholding obligations in connection with the vesting of restricted stock awards granted under our stock incentive plans.
Biggest changeIssuer Purchases of Equity Securities The following table summarizes the share repurchases made by the Company during the three months ended December 31, 2025: Period Total Number of Shares Purchased (1)(2) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands) October 1, 2025 to October 31, 2025 100 $ 124.79 — $ 454,880 November 1, 2025 to November 30, 2025 2,186 $ 120.59 — $ 454,880 December 1, 2025 to December 31, 2025 1,306 $ 131.83 — $ 454,880 (1) Shares purchased in October 2025, November 2025, and December 2025 include 100, 2,186 and 1,306 shares, respectively, purchased in satisfaction of employee tax withholding obligations in connection with the vesting of restricted stock awards granted under our stock incentive plans.
The performance graph assumes that $100 was invested on December 31, 2019 in each of the Company's common stock, the S&P 500 and the Dow Jones US Gambling Index, and that all dividends were reinvested. The stock price performance shown in this graph is neither necessarily indicative of, nor intended to suggest, future stock price performance.
The performance graph assumes that $100 was invested on December 31, 2020 in each of the Company's common stock, the S&P 500 and the Dow Jones US Gambling Index, and that all dividends were reinvested. The stock price performance shown in this graph is neither necessarily indicative of, nor intended to suggest, future stock price performance.
This number does not include an estimate of the indeterminate number of beneficial holders whose shares may be held by brokerage firms and clearing agencies. Dividends During the year ended December 31, 2024, cash dividends of approximately $111.1 million were paid to holders of our common stock.
This number does not include an estimate of the indeterminate number of beneficial holders whose shares may be held by brokerage firms and clearing agencies. Dividends During the year ended December 31, 2025, cash dividends of approximately $104.3 million were paid to holders of our common stock.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our outstanding common stock trades on the Nasdaq Global Select Market under the symbol "WYNN." Holders There were approximately 129 holders of record of our common stock as of February 4, 2025.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our outstanding common stock trades on the Nasdaq Global Select Market under the symbol "WYNN." Holders There were approximately 120 holders of record of our common stock as of February 18, 2026.

Item 7. Management's Discussion & Analysis

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

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Biggest changeThe table below sets forth our casino revenues and associated key operating measures (dollars in thousands, except for win per unit per day): 38 Table of Contents Year Ended December 31, 2024 2023 Increase/ (Decrease) Percent Change Macau Operations: Wynn Palace: Total casino revenues $ 1,795,604 $ 1,471,280 $ 324,324 22.0 VIP: Average number of table games 57 56 1 1.8 VIP turnover $ 12,991,235 $ 11,363,248 $ 1,627,987 14.3 VIP table games win $ 449,461 $ 383,384 $ 66,077 17.2 VIP win as a % of turnover 3.46 % 3.37 % 0.09 Table games win per unit per day $ 21,495 $ 18,744 $ 2,751 14.7 Mass market: Average number of table games 245 242 3 1.2 Table drop $ 6,893,092 $ 6,126,841 $ 766,251 12.5 Table games win $ 1,686,503 $ 1,373,436 $ 313,067 22.8 Table games win % 24.5 % 22.4 % 2.1 Table games win per unit per day $ 18,770 $ 15,574 $ 3,196 20.5 Average number of slot machines 603 580 23 4.0 Slot machine handle $ 2,519,983 $ 2,385,033 $ 134,950 5.7 Slot machine win $ 109,488 $ 102,816 $ 6,672 6.5 Slot machine win per unit per day $ 496 $ 486 $ 10 2.1 Poker rake $ 736 $ — $ 736 NM Wynn Macau: Total casino revenues $ 1,230,351 $ 970,269 $ 260,082 26.8 VIP: Average number of table games 30 41 (11) (26.8) VIP turnover $ 5,047,888 $ 5,132,628 $ (84,740) (1.7) VIP table games win $ 177,435 $ 191,936 $ (14,501) (7.6) VIP win as a % of turnover 3.52 % 3.74 % (0.22) Table games win per unit per day $ 16,084 $ 12,699 $ 3,385 26.7 Mass market: Average number of table games 221 216 5 2.3 Table drop $ 6,344,794 $ 5,155,929 $ 1,188,865 23.1 Table games win $ 1,164,012 $ 910,825 $ 253,187 27.8 Table games win % 18.3 % 17.7 % 0.6 Table games win per unit per day $ 14,367 $ 11,560 $ 2,807 24.3 Average number of slot machines 615 530 85 16.0 Slot machine handle $ 3,133,488 $ 2,212,196 $ 921,292 41.6 Slot machine win $ 103,030 $ 68,667 $ 34,363 50.0 Slot machine win per unit per day $ 458 $ 355 $ 103 29.0 Poker rake $ 15,275 $ 18,266 $ (2,991) (16.4) 39 Table of Contents Year Ended December 31, 2024 2023 Increase/ (Decrease) Percent Change Las Vegas Operations: Total casino revenues $ 600,088 $ 628,185 $ (28,097) (4.5) Average number of table games 232 233 (1) (0.4) Table drop $ 2,376,473 $ 2,425,621 $ (49,148) (2.0) Table games win $ 611,663 $ 599,001 $ 12,662 2.1 Table games win % 25.7 % 24.7 % 1.0 Table games win per unit per day $ 7,200 $ 7,038 $ 162 2.3 Average number of slot machines 1,609 1,645 (36) (2.2) Slot machine handle $ 6,752,952 $ 6,423,374 $ 329,578 5.1 Slot machine win $ 446,152 $ 451,833 $ (5,681) (1.3) Slot machine win per unit per day $ 758 $ 752 $ 6 0.8 Poker rake $ 24,599 $ 25,720 $ (1,121) (4.4) Encore Boston Harbor: Total casino revenues $ 635,314 $ 648,668 $ (13,354) (2.1) Average number of table games 180 191 (11) (5.8) Table drop $ 1,410,319 $ 1,422,416 $ (12,097) (0.9) Table games win $ 297,369 $ 308,890 $ (11,521) (3.7) Table games win % 21.1 % 21.7 % (0.6) Table games win per unit per day $ 4,519 $ 4,429 $ 90 2.0 Average number of slot machines 2,633 2,550 83 3.3 Slot machine handle $ 5,604,462 $ 5,256,696 $ 347,766 6.6 Slot machine win $ 424,152 $ 421,190 $ 2,962 0.7 Slot machine win per unit per day $ 440 $ 452 $ (12) (2.7) Poker rake $ 21,750 $ 21,505 $ 245 1.1 NM - Not meaningful. 40 Table of Contents Non-casino revenues The table below sets forth our room revenues and associated key operating measures: Year Ended December 31, 2024 2023 Increase/ (Decrease) Percent Change Macau Operations: Wynn Palace: Total room revenues (dollars in thousands) $ 202,936 $ 201,783 $ 1,153 0.6 Occupancy 98.6 % 94.9 % 3.7 ADR $ 310 $ 323 $ (13) (4.0) REVPAR $ 306 $ 306 $ — — Wynn Macau: Total room revenues (dollars in thousands) $ 100,631 $ 109,308 $ (8,677) (7.9) Occupancy 99.3 % 96.5 % 2.8 ADR $ 248 $ 281 $ (33) (11.7) REVPAR $ 246 $ 271 $ (25) (9.2) Las Vegas Operations: Total room revenues (dollars in thousands) $ 845,660 $ 784,385 $ 61,275 7.8 Occupancy 89.0 % 89.6 % (0.6) ADR $ 555 $ 513 $ 42 8.2 REVPAR $ 494 $ 459 $ 35 7.6 Encore Boston Harbor: Total room revenues (dollars in thousands) $ 92,831 $ 90,195 $ 2,636 2.9 Occupancy 93.6 % 93.0 % 0.6 ADR $ 412 $ 398 $ 14 3.5 REVPAR $ 385 $ 370 $ 15 4.1 Room revenues increased $56.4 million, primarily due to higher ADR at our Las Vegas Operations.
Biggest changeThe table below sets forth our casino revenues and associated key operating measures (dollars in thousands, except for win per unit per day): 38 Table of Contents Year Ended December 31, 2025 2024 Increase/ (Decrease) Percent Change Macau Operations: Wynn Palace: Total casino revenues $ 1,936,715 $ 1,795,604 $ 141,111 7.9 VIP: Average number of table games 53 57 (4) (7.0) VIP turnover $ 16,568,127 $ 12,991,235 $ 3,576,892 27.5 VIP table games win $ 521,979 $ 449,461 $ 72,518 16.1 VIP win as a % of turnover 3.15 % 3.46 % (0.31) Table games win per unit per day $ 27,265 $ 21,495 $ 5,770 26.8 Mass market: Average number of table games 246 245 1 0.4 Table drop $ 7,665,410 $ 6,893,092 $ 772,318 11.2 Table games win $ 1,748,290 $ 1,686,503 $ 61,787 3.7 Table games win % 22.8 % 24.5 % (1.7) Table games win per unit per day $ 19,510 $ 18,770 $ 740 3.9 Average number of slot machines 665 603 62 10.3 Slot machine handle $ 3,086,835 $ 2,519,983 $ 566,852 22.5 Slot machine win $ 126,785 $ 109,488 $ 17,297 15.8 Slot machine win per unit per day $ 524 $ 496 $ 28 5.6 Wynn Macau: Total casino revenues $ 1,195,001 $ 1,230,351 $ (35,350) (2.9) VIP: Average number of table games 21 30 (9) (30.0) VIP turnover $ 4,347,699 $ 5,047,888 $ (700,189) (13.9) VIP table games win $ 110,770 $ 177,435 $ (66,665) (37.6) VIP win as a % of turnover 2.55 % 3.52 % (0.97) Table games win per unit per day $ 14,282 $ 16,084 $ (1,802) (11.2) Mass market: Average number of table games 233 221 12 5.4 Table drop $ 6,526,655 $ 6,344,794 $ 181,861 2.9 Table games win $ 1,170,262 $ 1,164,012 $ 6,250 0.5 Table games win % 17.9 % 18.3 % (0.4) Table games win per unit per day $ 13,783 $ 14,367 $ (584) (4.1) Average number of slot machines 799 615 184 29.9 Slot machine handle $ 3,827,458 $ 3,133,488 $ 693,970 22.1 Slot machine win $ 106,657 $ 103,030 $ 3,627 3.5 Slot machine win per unit per day $ 367 $ 458 $ (91) (19.9) Poker rake $ 10,915 $ 15,275 $ (4,360) (28.5) Note: Our casino operations in Macau were closed for a 1-day period in September 2025 due to Typhoon Ragasa. 39 Table of Contents Year Ended December 31, 2025 2024 Increase/ (Decrease) Percent Change Las Vegas Operations: Total casino revenues $ 649,346 $ 600,088 $ 49,258 8.2 Average number of table games 233 232 1 0.4 Table drop $ 2,521,626 $ 2,376,473 $ 145,153 6.1 Table games win $ 600,951 $ 611,663 $ (10,712) (1.8) Table games win % 23.8 % 25.7 % (1.9) Table games win per unit per day $ 7,054 $ 7,200 $ (146) (2.0) Average number of slot machines 1,574 1,609 (35) (2.2) Slot machine handle $ 7,332,128 $ 6,752,952 $ 579,176 8.6 Slot machine win $ 499,871 $ 446,152 $ 53,719 12.0 Slot machine win per unit per day $ 870 $ 758 $ 112 14.8 Poker rake $ 25,824 $ 24,599 $ 1,225 5.0 Encore Boston Harbor: Total casino revenues $ 629,266 $ 635,314 $ (6,048) (1.0) Average number of table games 172 180 (8) (4.4) Table drop $ 1,344,387 $ 1,410,319 $ (65,932) (4.7) Table games win $ 270,147 $ 297,369 $ (27,222) (9.2) Table games win % 20.1 % 21.1 % (1.0) Table games win per unit per day $ 4,303 $ 4,519 $ (216) (4.8) Average number of slot machines 2,721 2,633 88 3.3 Slot machine handle $ 5,533,270 $ 5,604,462 $ (71,192) (1.3) Slot machine win $ 438,597 $ 424,152 $ 14,445 3.4 Slot machine win per unit per day $ 442 $ 440 $ 2 0.5 Poker rake $ 21,990 $ 21,750 $ 240 1.1 40 Table of Contents Non-casino revenues The table below sets forth our room revenues and associated key operating measures: Year Ended December 31, 2025 2024 Increase/ (Decrease) Percent Change Macau Operations: Wynn Palace: Total room revenues (dollars in thousands) $ 149,585 $ 202,936 $ (53,351) (26.3) Occupancy 98.6 % 98.6 % — ADR $ 223 $ 310 $ (87) (28.1) REVPAR $ 220 $ 306 $ (86) (28.1) Wynn Macau: Total room revenues (dollars in thousands) $ 87,443 $ 100,631 $ (13,188) (13.1) Occupancy 99.2 % 99.3 % (0.1) ADR $ 218 $ 248 $ (30) (12.1) REVPAR $ 216 $ 246 $ (30) (12.2) Las Vegas Operations: Total room revenues (dollars in thousands) $ 813,477 $ 845,660 $ (32,183) (3.8) Occupancy 86.9 % 89.0 % (2.1) ADR $ 547 $ 555 $ (8) (1.4) REVPAR $ 476 $ 494 $ (18) (3.6) Encore Boston Harbor: Total room revenues (dollars in thousands) $ 90,649 $ 92,831 $ (2,182) (2.4) Occupancy 92.2 % 93.6 % (1.4) ADR $ 405 $ 412 $ (7) (1.7) REVPAR $ 373 $ 385 $ (12) (3.1) Room revenues decreased $100.9 million, primarily due to lower ADR across all of our properties.
Poker tables are not included in our measure of average number of table games. 36 Table of Contents • Average daily rate ("ADR") is calculated by dividing total room revenues, including complimentaries (less service charges, if any), by total rooms occupied. • Revenue per available room ("REVPAR") is calculated by dividing total room revenues, including complimentaries (less service charges, if any), by total rooms available. • Occupancy is calculated by dividing total occupied rooms, including complimentary rooms, by the total rooms available.
Poker tables are not included in our measure of average number of table games. • Average daily rate ("ADR") is calculated by dividing total room revenues, including complimentaries (less service charges, if any), by total rooms occupied. • Revenue per available room ("REVPAR") is calculated by dividing total room revenues, including complimentaries (less service charges, if any), by total rooms available. 36 Table of Contents • Occupancy is calculated by dividing total occupied rooms, including complimentary rooms, by the total rooms available.
Adjusted Property EBITDAR is net income (loss) before interest, income taxes, depreciation and amortization, pre-opening expenses, impairment of goodwill and intangible assets, property charges and other expenses, triple-net operating lease rent expense related to Encore Boston Harbor, management and license fees, corporate expenses and other expenses (including intercompany golf course, meeting and convention, and water rights leases), stock-based compensation, change in derivatives fair value, loss on debt financing transactions, and other non-operating income and expenses.
Adjusted Property EBITDAR is net income before interest, income taxes, depreciation and amortization, pre-opening expenses, impairment of goodwill and intangible assets, property charges and other expenses, triple-net operating lease rent expense related to Encore Boston Harbor, management and license fees, corporate expenses and other expenses (including intercompany golf course, meeting and convention, and water rights leases), stock-based compensation, change in derivatives fair value, loss on debt financing transactions, and other non-operating income and expenses.
Gaming Concession Contract In December 2022, Wynn Macau SA entered into a definitive gaming concession contract (the "Gaming Concession Contract") with the government of Macau, pursuant to which Wynn Macau SA was granted a 10-year gaming concession commencing on January 1, 2023 and expiring on December 31, 2032, to operate games of chance at Wynn Palace and Wynn Macau.
Macau Gaming Concession In December 2022, Wynn Macau SA entered into a definitive gaming concession contract (the "Gaming Concession Contract") with the government of Macau, pursuant to which Wynn Macau SA was granted a 10-year gaming concession commencing on January 1, 2023 and expiring on December 31, 2032, to operate games of chance at Wynn Palace and Wynn Macau.
Financing Activities The below table presents proceeds from the issuance, repayments, and repurchases of the specified debt instruments during the year ended December 31, 2024 (in thousands): Proceeds from issuance Repayments and repurchases WRF 6 1/4% Senior Notes, due 2033 $ 800,000 $ — WRF 7 1/8% Senior Notes, due 2031 412,000 — WML 4 7/8% Senior Notes, due 2024 — 600,000 WM Cayman II Revolver, due 2028 — 351,787 WLV 5 1/2% Senior Notes, due 2025 — 1,380,001 WRF Term Loan, due 2024 — 73,683 WRF Term Loan, due 2027 71,794 39,361 Retail Term Loan, due 2025 — 600,000 Retail Term Loan, due 2027 600,000 15,000 Total $ 1,883,794 $ 3,059,832 In addition, during the year ended December 31, 2024, we repurchased 4,500,888 shares of our common stock for an aggregate cost of $401.8 million, including 4,349,779 shares of our common stock repurchased pursuant to our publicly announced equity repurchase program for an aggregate cost of $386.0 million.
The below table presents proceeds from the issuance, repayments, and repurchases of the specified debt instruments during the year ended December 31, 2024 (in thousands): Proceeds from issuance Repayments and repurchases WRF 6 1/4% Senior Notes, due 2033 $ 800,000 $ — WRF 7 1/8% Senior Notes, due 2031 412,000 — WML 4 7/8% Senior Notes, due 2024 — 600,000 WM Cayman II Revolver, due 2028 — 351,787 WLV 5 1/2% Senior Notes, due 2025 — 1,380,001 WRF Term Loan, due 2024 — 73,683 WRF Term Loan, due 2027 71,794 39,361 Retail Term Loan, due 2025 — 600,000 Retail Term Loan, due 2027 600,000 15,000 Total $ 1,883,794 $ 3,059,832 In addition, during the year ended December 31, 2024, we repurchased 4,500,888 shares of our common stock for an aggregate cost of $401.8 million, including 4,349,779 shares of our common stock repurchased pursuant to our publicly announced equity repurchase program for an aggregate cost of $386.0 million.
MOP19.80 billion (approximately $2.48 billion) of the committed investment will be used for non-gaming capital projects and event programming in connection with, among others, attraction of foreign tourists, conventions and exhibitions, entertainment performances, sports events, culture and art, health and wellness, themed amusement, gastronomy, community tourism and maritime tourism.
MOP19.80 billion (approximately $2.47 billion) of the committed investment will be used for non-gaming capital projects and event programming in connection with, among others, attraction of foreign tourists, conventions and exhibitions, entertainment performances, sports events, culture and art, health and wellness, themed amusement, gastronomy, community tourism and maritime tourism.
Discussion of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Form 10-K can be found in "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Discussion of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this Form 10-K can be found in "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Impairment of Long-lived Assets, Intangible assets, and Goodwill We evaluate our property and equipment and other long-lived assets for impairment in accordance with applicable accounting standards.
Impairment of Long-lived Assets and Intangible assets We evaluate our property and equipment and other long-lived assets for impairment in accordance with applicable accounting standards.
In accordance with applicable accounting standards, the WML Convertible Bond Conversion Option Derivative is reported at fair value as of the end of each reporting period, with changes recognized in the statements of operations. The Company used a binomial lattice model in order to estimate the fair value of the embedded derivative in the WML Convertible Bonds.
In accordance with applicable accounting standards, the WML Convertible Bond Conversion Option Derivative is reported at fair value as of the end of each reporting period, with changes recognized in the statements of income. The Company used a binomial lattice model in order to estimate the fair value of the embedded derivative in the WML Convertible Bonds.
In addition to the Macau gaming premium and Property Transfer Agreements payment commitments included in the table above, Wynn Macau SA committed to make certain non-gaming and gaming investments in the amount of MOP21.03 billion (approximately $2.63 billion) over the course of the ten-year term of the Gaming Concession Contract.
In addition to the Macau gaming premium and Property Transfer Agreements payment commitments included in the table above, Wynn Macau SA committed to make certain non-gaming and gaming investments in the amount of MOP21.03 billion (approximately $2.62 billion) over the course of the ten-year term of the Gaming Concession Contract.
(5) Represents payments to certain communities surrounding Encore Boston Harbor, required as a condition of the gaming license awarded to Wynn MA, LLC. (6) Other includes open purchase orders, future charitable contributions, performance contracts and other contracts.
(6) Represents payments to certain communities surrounding Encore Boston Harbor, required as a condition of the gaming license awarded to Wynn MA, LLC. (7) Other includes open purchase orders, future charitable contributions, performance contracts and other contracts.
(4) Represents payments to executive officers, other members of management and certain key employees. Employment agreements generally have three to five year terms and typically indicate a base salary and often contain provisions for discretionary bonuses.
(5) Represents payments to executive officers, other members of management and certain key employees. Employment agreements generally have three to five year terms and typically indicate a base salary and often contain provisions for discretionary bonuses.
For information regarding legal proceedings, see Item 8—"Financial Statements and Supplementary Data," Note 18, "Commitments and Contingencies." In November 2024, the Company’s Board of Directors authorized the Company to repurchase a total of up to $1.0 billion of the Company’s outstanding shares of common stock, increasing the previously available repurchase authorization by approximately $766 million.
For information regarding legal proceedings, see Item 8—"Financial Statements and Supplementary Data," Note 18, "Commitments and Contingencies." 48 Table of Contents In November 2024, the Company’s Board of Directors authorized the Company to repurchase a total of up to $1.0 billion of the Company’s outstanding shares of common stock, increasing the previously available repurchase authorization by approximately $766 million.
Due to the inherent uncertainty of the underlying tax positions, it is not practicable to assign the related potential tax obligations to any particular year and therefore it is not included in the table above as of December 31, 2024.
Due to the inherent uncertainty of the underlying tax positions, it is not practicable to assign the related potential tax obligations to any particular year and therefore it is not included in the table above as of December 31, 2025.
These amounts are primarily related to the noncontrolling interests' share of net income from WML. Segment Information As further described in Item 8—"Financial Statements and Supplementary Data," Note 20, "Segment Information," we use Adjusted Property EBITDAR to manage the operating results of our segments.
These amounts are primarily related to the noncontrolling interests' share of net income from WML. 43 Table of Contents Segment Information As further described in Item 8—"Financial Statements and Supplementary Data," Note 20, "Segment Information," we use Adjusted Property EBITDAR to manage the operating results of our segments.
Additionally, Wynn Macau SA committed to make the following payments throughout the term of the Gaming Concession Contract: (i) Special gaming premium - Wynn Macau SA is obligated to pay a special annual gaming premium if the average of the gross gaming revenues of the Company's gaming tables and gaming machines is lower than a certain minimum amount determined by the Macau government.
Additionally, Wynn Macau SA committed to make the following payments throughout the term of the Gaming Concession Contract: (i) Special gaming premium - Wynn Macau SA is obligated to pay a special annual gaming premium if the average of the gross gaming revenues of the Company's gaming tables and gaming machines is lower than a certain minimum amount 50 Table of Contents determined by the Macau government.
For matters that arose on or prior to the balance sheet date, we estimate any accruals based on the relevant facts and circumstances available through the date of issuance of the financial statements. We include the accruals associated with any contingent matters in other accrued liabilities on the Consolidated Balance Sheets.
For matters that arose on or prior to the balance sheet date, we estimate any accruals based on the relevant facts and circumstances available through the date of issuance of the financial statements. We include the accruals associated with any contingent matters in other accrued liabilities on the Consolidated Balance Sheets. 54 Table of Contents
Key Operating Measures Certain key operating measures specific to the gaming industry are included in our discussion of our operational performance for the periods for which the Consolidated Statements of Operations are presented.
Key Operating Measures Certain key operating measures specific to the gaming industry are included in our discussion of our operational performance for the periods for which the Consolidated Statements of Income are presented.
As applicable, we recognize accrued penalties and interest related to unrecognized tax benefits in the provision for income taxes. 54 Table of Contents Recommendations made by the Organization for Economic Cooperation and Development’s Base Erosion and Profit Shifting 2.0 ("BEPS 2.0") project have the potential to lead to changes in the tax laws in numerous countries, including the implementation of a global minimum tax.
As applicable, we recognize accrued penalties and interest related to unrecognized tax benefits in the provision for income taxes. Recommendations made by the Organization for Economic Cooperation and Development’s Base Erosion and Profit Shifting 2.0 project have the potential to lead to changes in the tax laws in numerous countries, including the implementation of a global minimum tax.
Wynn Resorts, Limited is a holding company and, as a result, our ability to pay dividends is dependent on our ability to obtain funds and our subsidiaries' ability to provide funds to us.
Wynn Resorts, Limited and other subsidiaries. Wynn Resorts, Limited is a holding company and, as a result, our ability to pay dividends is dependent on our ability to obtain funds and our subsidiaries' ability to provide funds to us.
We expect to make total maintenance capital expenditures at our Las Vegas Operations and Encore Boston Harbor of between $90 million and $115 million, on a combined basis, during 2025. WRF is a holding company and, as a result, its ability to pay dividends to Wynn Resorts is dependent on WRF receiving distributions from its subsidiaries.
We expect to make total maintenance capital expenditures at our Las Vegas Operations and Encore Boston Harbor between $90 million and $115 million, on a combined basis, during 2026. WRF is a holding company and, as a result, its ability to pay dividends or distributions to Wynn Resorts is dependent on WRF receiving distributions from its subsidiaries.
These collection efforts may include the mailing of statements and delinquency notices, personal contacts, the use of outside collection agencies, and litigation. Markers issued at our Las Vegas Operations and Encore Boston Harbor are generally legally enforceable instruments in the United States, and United States assets of foreign customers may be used to satisfy judgments entered in the United States.
These collection efforts may include the mailing of statements and delinquency notices, personal contacts, the use of outside collection agencies, and litigation. Markers issued at our Las Vegas Operations and Encore Boston Harbor are generally legally enforceable instruments in the U.S., and U.S. assets of foreign customers may be used to satisfy judgments entered in the U.S.
Wynn Macau, Limited and subsidiaries . WML generates cash from our Macau Operations and may utilize proceeds from the WM Cayman II Revolver as needed.
(2) Excluding Wynn Macau, Limited and subsidiaries. Wynn Macau, Limited and subsidiaries . WML generates cash from our Macau Operations and may utilize proceeds from the WM Cayman II Revolver as needed.
No special gaming premium was paid for the year ended December 31, 2024 and 2023; (ii) Special levies, totaling 5% of gross gaming revenues.
No special gaming premium was paid for the year ended December 31, 2025 and 2024; (ii) Special levies, totaling 5% of gross gaming revenues.
We closely consider the likelihood and difficulty of enforceability, among other factors, when issuing credit to customers who are not residents of the United States. In addition to our internal credit and collection departments, we have a network of legal, accounting and collection professionals to assist us in our determinations regarding enforceability and our overall collection efforts.
We closely consider the likelihood and difficulty of enforceability, among other factors, when issuing credit to customers who are not residents of the U.S. In addition to our internal credit and collection departments, we have a network of legal, accounting and collection professionals to assist us in our determinations regarding enforceability and our overall collection efforts.
The impact of the exchange rate fluctuation of the Macau pataca, in relation to the U.S. dollar, on the remeasurements of U.S. dollar denominated debt and other obligations from our Macau-related entities drove the variability between periods.
The impact of the exchange rate fluctuation of the Macau pataca, in relation to the United States ("U.S.") dollar, on the remeasurements of U.S. dollar denominated debt and other obligations from our Macau-related entities primarily drove the variability between periods.
Adjusted Property EBITDAR is presented exclusively as a supplemental disclosure because management believes that it is widely used to measure the performance, and as a basis for 43 Table of Contents valuation, of gaming companies.
Adjusted Property EBITDAR is presented exclusively as a supplemental disclosure because management believes that it is widely used to measure the performance, and as a basis for valuation, of gaming companies.
We continue to explore opportunities to develop additional gaming or related businesses in domestic and international markets. There can be no assurances regarding the business prospects with respect to any other opportunity. Any new development may 50 Table of Contents require us to obtain additional financing.
We continue to explore opportunities to develop additional gaming or related businesses in domestic and international markets. There can be no assurances regarding the business prospects with respect to any other opportunity. Any new development may require us to obtain additional financing.
In addition, during the year ended December 31, 2024, we invested $557.3 million, including $541.7 million of cash contributions, in the joint venture that is constructing Wynn Al Marjan Island, and received proceeds of $850.0 million upon the maturity of investments.
In addition, during the year ended December 31, 2024, we invested $563.4 million, including $541.7 million of cash contributions, in the joint venture that is constructing Wynn Al Marjan Island, and received proceeds of $850.0 million upon the maturity of investments.
The risk-free interest rate is based on the Hong Kong and United States benchmark yield curves on the valuation date for a maturity similar to the expected remaining term of the WML Convertible Bonds. The expected life of the WML Convertible Bonds is assumed to be equivalent to their remaining term to maturity.
The risk-free interest rate is based on the Hong Kong and U.S. benchmark yield curves on the valuation date for a maturity similar to the expected remaining term of the WML Convertible Bonds. The expected life of the WML Convertible Bonds is assumed to be equivalent to their remaining term to maturity.
However, by their nature, judgments are subject to an inherent degree of uncertainty, and therefore actual results could differ from our estimates. Income Taxes We are subject to income taxes in the United States and other foreign jurisdictions where we operate.
However, by their nature, judgments are subject to an inherent degree of uncertainty, and therefore actual results could differ from our estimates. Income Taxes We are subject to income taxes in the U.S. and other foreign jurisdictions where we operate.
The repurchase authorization has no expiration date, and the equity repurchase program may be suspended, discontinued or accelerated at any time. As of December 31, 2024, we had $813.0 million in repurchase authority remaining under the program. We have in the past repurchased, and in the future, we may periodically consider repurchasing our outstanding notes for cash.
The repurchase authorization has no expiration date, and the equity repurchase program may be suspended, discontinued or accelerated at any time. As of December 31, 2025, we had $454.9 million in repurchase authority remaining under the program. We have in the past repurchased, and in the future, we may periodically consider repurchasing our outstanding notes for cash.
Actual rates will vary. (2) Represents the fixed and minimum variable gaming premium amounts payable under the Gaming Concession Contract, based on the number and type of gaming tables and machines we operate. (3) Represents amounts payable under the Property Transfer Agreements (as defined in Item 8—"Financial Statements and Supplementary Data," Note 5, "Property and Equipment, net").
(3) Represents the fixed and minimum variable gaming premium amounts payable under the Gaming Concession Contract, based on the number and type of gaming tables and machines we operate. (4) Represents amounts payable under the Property Transfer Agreements (as defined in Item 8—"Financial Statements and Supplementary Data," Note 5, "Property and Equipment, net").
A minimum average annual gross gaming revenue of MOP7.0 million (approximately 52 Table of Contents $0.9 million) per gaming table and MOP300,000 (approximately $38 thousand) per gaming machine has been set by Macau government.
A minimum average annual gross gaming revenue of MOP7.0 million (approximately $0.9 million) per gaming table and MOP300,000 (approximately $37 thousand) per gaming machine has been set by Macau government.
The enforceability of markers and other forms of credit related to gaming debt outside of the United States varies from country to country. Some foreign countries do not recognize the enforceability of gaming related debt, or make enforcement burdensome.
The enforceability of markers and other forms of credit related to gaming debt outside of the U.S. varies from country to country. Some foreign countries do not recognize the enforceability of gaming related debt, or make enforcement burdensome.
The need for valuation allowances against deferred tax assets will be reassessed on a continuous basis in future periods and, as a result, the allowance may increase or decrease based on changes in facts and circumstances. In 2024, we recorded a $735.9 million net decrease to valuation allowances, including a $693.3 million decrease to valuation allowance on FTC carryforwards.
The need for valuation allowances against deferred tax assets will be reassessed on a continuous basis in future periods and, as a result, the allowance may increase or decrease based on changes in facts and circumstances. In 2025, we recorded a $13.5 million net increase to valuation allowances, including a $38.9 million increase to valuation allowance on FTC carryforwards.
In addition, we capitalized interest of $23.0 million and $5.8 million in the years ended December 31, 2024 and 2023, respectively. We recorded interest income of $130.3 million and $175.8 million for the years ended December 31, 2024 and 2023, respectively, primarily related to interest earned on cash and cash equivalents held at financial institutions.
In addition, we capitalized interest of $49.7 million and $23.0 million in the years ended December 31, 2025 and 2024, respectively. We recorded interest income of $66.5 million and $130.3 million for the years ended December 31, 2025 and 2024, respectively, primarily related to interest earned on cash and cash equivalents held at financial institutions.
We estimate our remaining 40% pro-rata share of the required equity for the construction of Wynn Al Marjan Island is between $700 million and $775 million inclusive of capitalized interest, fees, and certain improvements on the Island. Wynn Al Marjan Island is currently expected to open in 2027.
We estimate our remaining 40% pro-rata share of the required equity for the construction of the Wynn Al Marjan Island integrated resort is between $425 million and $500 million, inclusive of capitalized interest, fees, and certain improvements to the island. Wynn Al Marjan Island is currently expected to open in 2027.
We also made dividend payments of $139.6 million, paid $36.7 million for financing costs related to the debt financing activities above and used cash of $17.0 million for distributions to the noncontrolling interest holder of the Retail Joint Venture.
We also made dividend payments of $139.6 46 Table of Contents million, finance lease payments of $19.2 million, paid $36.7 million for financing costs related to the debt financing activities above and used cash of $17.0 million for distributions to the noncontrolling interest holder of the Retail Joint Venture.
These accounting standards utilize a two-step approach for evaluating tax positions. The tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon settlement.
Uncertain tax position accounting standards apply to all tax positions related to income taxes. These accounting standards utilize a two-step approach for evaluating tax positions. The tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon settlement.
As further discussed in Item 8—"Financial Statements and Supplementary Data," Note 14, "Income Taxes," we had $131.0 million of unrecognized tax benefits as of December 31, 2024.
As further discussed in Item 8—"Financial Statements and Supplementary Data," Note 14, "Income Taxes," we had $160.4 million of unrecognized tax benefits as of December 31, 2025.
As of December 31, 2024 and 2023, 40.3% and 41.8%, respectively, of our outstanding casino accounts receivable balance originated at our Macau Operations. As of December 31, 2024, a 100 basis point change in the allowance for credit losses as a percentage of casino accounts receivable would change the provision for credit losses by approximately $2.4 million.
As of December 31, 2025 and 2024, 55.9% and 40.3%, respectively, of our outstanding casino accounts receivable balance originated at our Macau Operations. As of December 31, 2025, a 100 basis point change in the allowance for credit losses as a percentage of casino accounts receivable would change the provision for credit losses by approximately $3.1 million.
Recoveries of accounts previously written off are recorded when received. 55 Table of Contents The following table presents key statistics related to our casino accounts receivable (dollars in thousands): December 31, 2024 2023 Casino accounts receivable $ 236,642 $ 218,694 Allowance for casino credit losses $ 34,676 $ 34,739 Allowance as a percentage of casino accounts receivable 14.7 % 15.9 % The decrease in allowance for casino credit losses as shown in the table above is primarily due to the impact of historical collection patterns and expectations of current and future collection trends, as well as the specific review of customer accounts.
Recoveries of accounts previously written off are recorded when received. 53 Table of Contents The following table presents key statistics related to our casino accounts receivable (dollars in thousands): December 31, 2025 2024 Casino accounts receivable $ 309,500 $ 236,642 Allowance for casino credit losses $ 44,197 $ 34,676 Allowance as a percentage of casino accounts receivable 14.3 % 14.7 % The increase in allowance for casino credit losses as shown in the table above is primarily due to the impact of historical collection patterns and expectations of current and future collection trends, as well as the specific review of customer accounts.
We incurred a foreign currency remeasurement gain of $29.2 million and a loss of $11.5 million for the years ended December 31, 2024 and 2023, respectively.
We incurred a foreign currency remeasurement loss of $8.6 million and a gain of $29.2 million for the years ended December 31, 2025 and 2024, respectively.
The Company paid a cash dividend of $0.25 per share in each of the quarters ended March 31, 2024, June 30, 2024, September 30, 2024, and December 31, 2024 and recorded an aggregate amount of $111.1 million against accumulated deficit in the year ended December 31, 2024.
The Company paid a cash dividend of $0.25 per share on its common stock in each of the quarters ended March 31, 2025, June 30, 2025, September 30, 2025, and December 31, 2025 and recorded an aggregate amount of $104.6 million against accumulated deficit in the year ended December 31, 2025.
Also, our calculation of Adjusted Property EBITDAR may be different from the calculation methods used by other companies and, therefore, comparability may be limited. 44 Table of Contents The following table summarizes Adjusted Property EBITDAR (in thousands) for Wynn Palace, Wynn Macau, Las Vegas Operations, Encore Boston Harbor, and Corporate and other as reviewed by management and summarized in Item 8—"Financial Statements and Supplementary Data," Note 20, "Segment Information." That footnote also presents a reconciliation of Adjusted Property EBITDAR to net income (loss) attributable to Wynn Resorts, Limited.
The following table summarizes Adjusted Property EBITDAR (in thousands) for Wynn Palace, Wynn Macau, Las Vegas Operations and Encore Boston Harbor, as reviewed by management and summarized in Item 8—"Financial Statements and Supplementary Data," Note 20, "Segment Information." That footnote also presents a reconciliation of Adjusted Property EBITDAR to net income attributable to Wynn Resorts, Limited.
We recorded a gain of $42.5 million and $45.1 million for the years ended December 31, 2024 and 2023, respectively, primarily related to the change in derivative fair value of the conversion feature of the WML Convertible Bonds.
We recorded a gain of $42.5 million for the year ended December 31, 2024 from change in derivatives fair value, primarily related to the conversion feature of the WML Convertible Bonds.
We expect to make estimated project capital expenditures of between $250 million and $300 million during 2025 and between $450 million and $500 million during 2026 related to enhancements at our Macau Operations. We expect to make maintenance capital expenditures at our Macau Operations of between $70 million and $80 million during 2025.
We expect to make estimated project capital expenditures between $400 million and $450 million during 2026 and between $425 million and $475 million during 2027 related to enhancements at our Macau Operations. We expect to make maintenance capital expenditures at our Macau Operations between $70 million and $80 million during 2026.
Wynn Al Marjan Island Funding Commitment We estimate our remaining 40% pro-rata share of the required equity for the construction of Wynn Al Marjan Island integrated resort is between $700 million and $775 million inclusive of capitalized interest, fees, and certain improvements on the Island.
Al Marjan Island Funding Commitments We estimate our remaining 40% pro-rata share of the required equity for the construction of Wynn Al Marjan Island integrated resort is between $425 million and $500 million inclusive of capitalized interest, fees, and certain improvements to the island. Wynn Al Marjan Island is currently expected to open in 2027.
Refer to the discussions above regarding the specific details of our results of operations. 45 Table of Contents Liquidity and Capital Resources Our cash flows were as follows (in thousands): Year Ended December 31, Cash Flows - Summary 2024 2023 Cash flows from operating activities $ 1,426,203 $ 1,247,879 Cash flows from investing activities: Capital expenditures, net of construction payables and retention (419,929) (442,793) Investment in unconsolidated affiliates (563,418) (53,631) Purchase of investments — (836,519) Proceeds from maturity of investments 850,000 — Purchase of intangible and other assets (2,615) (10,752) Proceeds from sale of assets and other 52,404 1,162 Net cash used in investing activities (83,558) (1,342,533) Cash flows from financing activities: Proceeds from issuance of long-term debt 1,883,794 1,200,000 Repayments of long-term debt (3,059,832) (1,533,124) Repurchase of common stock (401,802) (212,455) Proceeds from exercise of stock options 1,017 1,965 Distribution to noncontrolling interest (16,988) (22,579) Dividends paid (139,564) (84,733) Finance lease payments (19,219) (19,267) Payments for financing costs (36,714) (41,240) Other (4,486) (7,773) Net cash used in financing activities (1,793,794) (719,206) Effect of exchange rate on cash, cash equivalents and restricted cash 3,530 282 Decrease in cash, cash equivalents and restricted cash $ (447,619) $ (813,578) Operating Activities Our operating cash flows primarily consist of operating income (excluding depreciation and amortization and other non-cash charges), interest paid and earned, and changes in working capital accounts such as receivables, inventories, prepaid expenses, and payables.
Refer to the discussions above regarding the specific details of our results of operations. 44 Table of Contents Liquidity and Capital Resources Our cash flows were as follows (in thousands): Year Ended December 31, Cash Flows - Summary 2025 2024 Cash flows from operating activities $ 1,352,653 $ 1,426,203 Cash flows from investing activities: Capital expenditures, net of construction payables and retention (660,433) (419,929) Investments in unconsolidated affiliates (328,928) (563,418) Purchase of investments (668,890) — Proceeds from maturity of investments — 850,000 Purchase of intangible and other assets (457) (2,615) Proceeds from sale of assets and other 1,547 52,404 Net cash used in investing activities (1,657,161) (83,558) Cash flows from financing activities: Proceeds from issuance of long-term debt 1,752,812 1,883,794 Repayments of long-term debt (1,763,125) (3,059,832) Repurchase of common stock (380,109) (401,802) Proceeds from exercise of stock options 457 1,017 Distribution to noncontrolling interest (25,672) (16,988) Dividends paid (174,662) (139,564) Finance lease payments (25,804) (19,219) Payments for financing costs (28,055) (36,714) Other (9,142) (4,486) Net cash used in financing activities (653,300) (1,793,794) Effect of exchange rate on cash, cash equivalents and restricted cash (3,890) 3,530 Decrease in cash, cash equivalents and restricted cash $ (961,698) $ (447,619) Operating Activities Our operating cash flows primarily consist of operating income (excluding depreciation and amortization and other non-cash charges), interest paid and earned, and changes in working capital accounts such as receivables, inventories, prepaid expenses, and payables.
Other non-operating income and expenses Interest expense, net of capitalized interest, decreased $63.1 million primarily due to a decrease in the weighted average debt balance, from $12.38 billion for the year ended December 31, 2023, to $11.45 billion for the year ended December 31, 2024.
Other non-operating income and expenses Interest expense, net of capitalized interest, decreased $62.9 million due to a decrease in the weighted average debt balance to $10.98 billion for the year ended December 31, 2025 from $11.45 billion for the year ended December 31, 2024, and a decrease in the weighted average interest rate to 5.68% for the year ended December 31, 2025 from 6.00% for the year ended December 31, 2024.
We assess potentially unfavorable outcomes of such examinations based on accounting standards for uncertain income taxes. The accounting standards prescribe a minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. Uncertain tax position accounting standards apply to all tax positions related to income taxes.
Our income tax returns are subject to examination by the IRS and other tax authorities in the locations where we operate. We assess potentially unfavorable outcomes of such examinations based on accounting standards for uncertain income taxes. The accounting standards prescribe a minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements.
Adjusted Property EBITDAR at our Las Vegas Operations remained relatively consistent in the years ended December 31, 2024 and 2023. Adjusted Property EBITDAR at Encore Boston Harbor decreased $10.3 million for the year ended December 31, 2024, primarily due to a decrease in operating revenues of $8.6 million.
Adjusted Property EBITDAR at Encore Boston Harbor decreased $10.4 million for the year ended December 31, 2025, primarily due to a decrease in operating revenues of $10.3 million.
We also made dividend payments of $84.7 million, paid $41.2 million for financing costs related to the debt financing activities above and used cash of $22.6 million for distributions to the noncontrolling interest holder of the Retail Joint Venture.
We also made dividend payments of $174.7 million, finance lease payments of $25.8 million, paid $28.1 million for financing costs related to the financing activities above, and used cash of $25.7 million for distributions to noncontrolling interest holders of the Retail Joint Venture.
Otherwise, a valuation allowance is applied. As of December 31, 2024, we had deferred tax assets of $1.50 billion, including a foreign tax credit ("FTC") carryforward of $533.5 million and deferred tax assets related to interest expense carryforwards of $157.6 million and net operating loss carryforwards of $201.7 million.
Otherwise, a valuation allowance is applied. As of December 31, 2025, we had deferred tax assets of $1.42 billion, including an FTC carryforward of $449.9 million and deferred tax assets related to interest expense carryforwards of $144.1 million and net operating loss carryforwards of $183.8 million.
Other Factors Affecting Liquidity We may refinance all or a portion of our indebtedness on or before maturity. We cannot assure you that we will be able to refinance any of the indebtedness on acceptable terms or at all. Legal proceedings in which we are involved also may impact our liquidity.
We cannot assure you that we will be able to refinance any of the indebtedness on acceptable terms or at all. Legal proceedings in which we are involved also may impact our liquidity. No assurance can be provided as to the outcome of such proceedings. In addition, litigation inherently involves significant costs.
Litigation and Contingency Estimates We are subject to various claims, legal actions and other contingencies, and we accrue for these matters when they are both probable and estimable.
All recognized impairment losses, whether for assets to be disposed of or assets to be held and used, are recorded as operating expenses. Litigation and Contingency Estimates We are subject to various claims, legal actions and other contingencies, and we accrue for these matters when they are both probable and estimable.
Several countries around the world have enacted or proposed changes to their existing tax laws based on these recommendations. We are monitoring the potential changes in tax laws resulting from the Organization for Economic Cooperation and Development’s multi-jurisdictional plan of action to address base erosion and profit shifting, which could impact our effective tax rate.
We are monitoring the potential changes in tax laws resulting from the Organization for Economic Cooperation and Development’s multi-jurisdictional plan of action to address base erosion and profit shifting, which could impact our effective tax rate. WML Convertible Bond Conversion Option Derivative In March 2023, WML completed the offering of the WML Convertible Bonds.
During the year ended December 31, 2024, the Company contributed $541.7 million of cash into Island 3, bringing our life-to-date cash contributions to $631.7 million.
During the year ending December 31, 2025, the Company contributed $282.6 million of cash into Island 3 and affiliated ventures, bringing our life-to-date cash contributions to $914.2 million.
The below table presents proceeds from the issuance, repayments, and repurchases of the specified debt instruments during the year ended December 31, 2023 (in thousands): 47 Table of Contents Proceeds from issuance Repayments and repurchases WRF 7 1/8% Senior Notes, due 2031 $ 600,000 $ — WML 4 1/2% Convertible Bonds, due 2029 600,000 — WRF 7 3/4% Senior Notes, due 2025 — 600,000 WLV 4 1/4% Senior Notes, due 2023 — 500,000 WLV 5 1/2% Senior Notes, due 2025 — 399,999 WRF Term Loan, due 2024 — 14,390 WRF Term Loan, due 2027 — 18,735 Total $ 1,200,000 $ 1,533,124 In addition, during the year ended December 31, 2023, we repurchased 2,374,925 shares of our common stock for an aggregate cost of $212.5 million, including 2,206,573 shares of our common stock repurchased pursuant to our publicly announced equity repurchase program for an aggregate cost of $195.5 million.
Financing Activities The below table presents proceeds from the issuance, repayments, and repurchases of the specified debt instruments during the year ended December 31, 2025 (in thousands): Proceeds from issuance Repayments and repurchases WML 6 3/4% Senior Notes, due 2034 ("2034 WML Senior Notes") $ 1,000,000 $ — WML 5 1/2% Senior Notes, due 2026 ("2026 WML Senior Notes") — 1,000,000 WRF Credit Facilities: WRF Term Loan, due 2027 — 763,125 WRF Term Loan, due 2030 752,812 — Total $ 1,752,812 $ 1,763,125 In addition, during the year ended December 31, 2025, we repurchased 4,574,118 shares of our common stock for an aggregate cost of $380.1 million, including 4,365,212 shares of our common stock repurchased pursuant to our publicly announced equity repurchase program for an aggregate cost of $358.2 million.
On June 19, 2024, WML paid a cash dividend of HK$0.075 per share for a total U.S. dollar equivalent of approximately $50.4 million in respect of the year ended December 31, 2023. Our share of this dividend was $36.0 million.
WML paid cash dividends of HK$0.185 per share in both June 2025 and September 2025 for a total U.S. dollar equivalent of approximately $249.0 million for the year ended December 31, 2025 . Our share of these dividends was $177.7 million.
During the year ended December 31, 2023, we incurred capital expenditures of $187.2 million at our Las Vegas Operations, $70.6 million at Encore Boston Harbor, $66.3 million at Wynn Palace, and $25.6 million at Wynn Macau, primarily related to enhancements at our properties and maintenance capital expenditures, and $93.2 million at Corporate and other primarily related to future development projects.
Investing Activities Our investing activities primarily consist of project capital expenditures and maintenance capital expenditures associated with maintaining and continually refining our world-class integrated resort properties. 45 Table of Contents During the year ended December 31, 2025, we incurred capital expenditures of $287.6 million at our Las Vegas Operations, $167.2 million at Wynn Palace, $72.8 million at Wynn Macau, and $26.9 million at Encore Boston Harbor, primarily related to enhancements at our properties and maintenance capital expenditures, and $105.9 million at Corporate and other, primarily related to future development projects.
We expect to use this cash to service our WRF Credit Facilities, the WRF Senior Notes, and the Wynn Las Vegas Senior Notes, and to fund working capital and capital expenditure requirements as needed.
We expect to use this cash to service our WRF Credit Facilities, the WRF Senior Notes, and the Wynn Las Vegas Senior Notes, and to fund working capital and capital expenditure requirements as needed. 47 Table of Contents We expect to make estimated project capital expenditures between $375 million and $400 million during 2026 and between $150 million and $175 million during 2027 related to enhancements at our Las Vegas Operations.
In October 2024, we repaid the $600.0 million aggregate principal amount of WML's 4 7/8% Senior Notes due 2024 on their stated maturity date. If our portion of cash available for repatriation was repatriated on December 31, 2024, it would be subject to minimal U.S. taxes. Wynn Resorts Finance, LLC and subsidiaries.
If our portion of cash available for repatriation was repatriated on December 31, 2025, it would be subject to minimal U.S. taxes. Wynn Resorts Finance, LLC and subsidiaries.
Property charges and other expenses for the year ended December 31, 2023 also included other contract terminations of $8.7 million at Wynn Macau and asset abandonments of $12.7 million and $8.0 million at Wynn Palace and our Las Vegas Operations, respectively.
Property charges and other expenses for the year ended December 31, 2025 consisted primarily of $6.6 million and $18.6 million of contract terminations and other expenses at our Las Vegas Operations and Encore Boston Harbor, respectively; and $17.7 million, $6.3 million, and $2.9 million of asset abandonments and disposals at our Macau Operations, our Las Vegas Operations and Corporate and other, respectively.
On February 13, 2025, the Company's Board of Directors declared a cash dividend of $0.25 per share on its common stock, payable on March 5, 2025 to stockholders of record as of February 24, 2025.
On February 12, 2026, the Company's Board of Directors declared a cash dividend of $0.25 per share on its common stock, payable on March 4, 2026 to stockholders of record as of February 23, 2026. Other Factors Affecting Liquidity We may refinance all or a portion of our indebtedness on or before maturity.
Property charges and other expenses for the year ended December 31, 2024 consisted primarily of $130.0 million of forfeitures pursuant to a non-prosecution agreement and the Company's $9.4 million contribution towards a legal settlement, both of which are described in Item 8—"Financial Statements and Supplementary Data," Note 18, "Commitments and Contingencies." Property charges and other expenses for the year ended December 31, 2024 also included $20.7 million of asset abandonments at our Macau Operations, $61.5 million of expensed project costs related to a discontinued development project at Corporate and other, $16.9 million of contract termination and other costs related to Wynn Interactive and a gain of $24.6 million related to the sale of certain Wynn Interactive assets. 42 Table of Contents Property charges and other expenses for the year ended December 31, 2023 consisted primarily of contract termination and other expenses of $94.6 million, as a result of our decision to close Wynn Interactive's digital sports betting and casino gaming business.
Property charges and other expenses for the year ended December 31, 2024 also included $20.7 million of asset abandonments at our Macau Operations, $61.5 million of expensed project costs related to a discontinued development project at Corporate 42 Table of Contents and other, $16.9 million of contract termination and other costs related to Wynn Interactive, partially offset by a gain of $24.6 million related to the sale of certain Wynn Interactive assets.
The 2023 income tax benefit primarily relates to the release of valuation allowance on certain deferred tax assets. In 2024, Wynn Macau SA received an exemption from Macau’s 12% Complementary Tax on casino gaming profits from January 1, 2023 through December 31, 2027.
In 2024, Wynn Macau SA received an exemption from Macau’s 12% Complementary Tax on casino gaming profits from January 1, 2023 through December 31, 2027. Our non-gaming profits remain subject to the Macau Complementary Tax and casino winnings remain subject to the Macau special gaming tax and other levies in accordance with our concession agreement.
Income Taxes For the years ended December 31, 2024 and 2023, we recorded an income tax expense of $3.7 million and a benefit of $496.8 million, respectively. The 2024 income tax expense primarily relates to U.S. profitability as well as an increase in non-deductible expenses offset by the release of valuation allowance on certain deferred tax assets.
The 2025 income tax expense primarily relates to U.S. profitability as well as an increase in the valuation allowance on foreign tax credit ("FTC") carryforwards. The 2024 income tax expense primarily relates to U.S. profitability as well as an increase in nondeductible expenses offset by the release of valuation allowance on certain deferred tax assets.
The WRF Credit Agreement contains customary negative and financial covenants, including, but not limited to, covenants that restrict WRF's ability to pay dividends or distributions and incur additional indebtedness. In February 2024, WRF issued an additional $400.0 million aggregate principal amount of 7 1/8% Senior Notes due 2031 (the "2031 WRF Add-On Senior Notes") in a private offering.
The WRF Credit Agreement contains customary negative and financial covenants, including, but not limited to, covenants that restrict WRF's ability to pay dividends or distributions and incur additional indebtedness. In June 2025, WRF and certain of its subsidiaries entered into an amendment (the "WRF Credit Facility Amendment") to its existing credit agreement.
Wynn Al Marjan Island is currently expected to open in 2027. 53 Table of Contents Critical Accounting Policies and Estimates The preparation of our consolidated financial statements in conformity with GAAP involves the use of estimates and assumptions that affect the amounts reported in the consolidated financial statements.
We estimate that our capital contributions to Island 3 for the construction of the Janu Al Marjan Island are between $25 million and $50 million, net of estimated branded residence sales and estimated 50% loan-to-cost financing to fund project costs. 51 Table of Contents Critical Accounting Policies and Estimates The preparation of our consolidated financial statements in conformity with GAAP involves the use of estimates and assumptions that affect the amounts reported in the consolidated financial statements.
The decrease in net income attributable to Wynn Resorts, Limited for the year ended December 31, 2024 was primarily related to a decrease in the benefit from income taxes of $500.5 million, partially offset by increased revenues at our Macau Operations. 37 Table of Contents Financial results for the year ended December 31, 2024 compared to the year ended December 31, 2023 Operating revenues The following table presents our operating revenues (dollars in thousands): Year Ended December 31, 2024 2023 Increase/ (Decrease) Percent Change Operating revenues Macau Operations: Wynn Palace $ 2,217,671 $ 1,886,844 $ 330,827 17.5 Wynn Macau 1,464,646 1,213,534 251,112 20.7 Total Macau Operations 3,682,317 3,100,378 581,939 18.8 Las Vegas Operations 2,571,913 2,480,606 91,307 3.7 Encore Boston Harbor 857,164 865,786 (8,622) (1.0) Corporate and other 16,567 85,127 (68,560) (80.5) $ 7,127,961 $ 6,531,897 $ 596,064 9.1 The following table presents our casino and non-casino operating revenues (dollars in thousands): Year Ended December 31, 2024 2023 Increase/ (Decrease) Percent Change Operating revenues Casino revenues $ 4,261,357 $ 3,718,402 $ 542,955 14.6 Non-casino revenues: Rooms 1,242,058 1,185,671 56,387 4.8 Food and beverage 1,069,117 1,028,637 40,480 3.9 Entertainment, retail and other 555,429 599,187 (43,758) (7.3) Total non-casino revenues 2,866,604 2,813,495 53,109 1.9 $ 7,127,961 $ 6,531,897 $ 596,064 9.1 Casino revenues for the year ended December 31, 2024 were 59.8% of operating revenues, compared to 56.9% for the year ended December 31, 2023.
Results of Operations Summary annual results The following table summarizes our financial results for the periods presented (dollars in thousands, except per share data): Year Ended December 31, 2025 2024 Increase/ (Decrease) Percent Change Operating revenues $ 7,137,924 $ 7,127,961 $ 9,963 0.1 Net income attributable to Wynn Resorts, Limited 327,334 501,078 (173,744) (34.7) Diluted net income per share 3.14 4.35 (1.21) (27.8) The decrease in net income attributable to Wynn Resorts, Limited for the year ended December 31, 2025 was primarily attributable to an increase in the provision for income taxes of $101.3 million and a decrease of $63.8 million in interest income. 37 Table of Contents Financial results for the year ended December 31, 2025 compared to the year ended December 31, 2024 Operating revenues The following table presents our operating revenues (dollars in thousands): Year Ended December 31, 2025 2024 Increase/ (Decrease) Percent Change Operating revenues Macau Operations: Wynn Palace $ 2,307,397 $ 2,217,671 $ 89,726 4.0 Wynn Macau 1,410,620 1,464,646 (54,026) (3.7) Total Macau Operations 3,718,017 3,682,317 35,700 1.0 Las Vegas Operations 2,573,035 2,571,913 1,122 — Encore Boston Harbor 846,872 857,164 (10,292) (1.2) Corporate and other — 16,567 (16,567) (100.0) $ 7,137,924 $ 7,127,961 $ 9,963 0.1 The following table presents our casino and non-casino operating revenues (dollars in thousands): Year Ended December 31, 2025 2024 Increase/ (Decrease) Percent Change Operating revenues Casino revenues $ 4,410,328 $ 4,261,357 $ 148,971 3.5 Non-casino revenues: Rooms 1,141,154 1,242,058 (100,904) (8.1) Food and beverage 1,037,850 1,069,117 (31,267) (2.9) Entertainment, retail and other 548,592 555,429 (6,837) (1.2) Total non-casino revenues 2,727,596 2,866,604 (139,008) (4.8) $ 7,137,924 $ 7,127,961 $ 9,963 0.1 Casino revenues for the year ended December 31, 2025 were 61.8% of operating revenues, compared to 59.8% for the year ended December 31, 2024.
This decrease was partially offset by an increase of $26.7 million at our Las Vegas Operations primarily due to increased costs from entertainment venue related revenue. Depreciation and amortization decreased $33.7 million at Encore Boston Harbor as result of certain furniture, fixtures and equipment assets being fully depreciated five years after the opening of the property in June of 2019.
Depreciation and amortization decreased $32.1 million at Encore Boston Harbor as a result of certain assets being fully depreciated five years after the opening of the property in June of 2019.
Entertainment, retail and other revenues decreased $43.8 million, primarily due to a decrease in operating revenues at Wynn Interactive as a result of our decision to close Wynn Interactive's digital sports betting and casino gaming business. 41 Table of Contents Operating expenses The table below presents operating expenses (dollars in thousands): Year Ended December 31, 2024 2023 Increase/ (Decrease) Percent Change Operating expenses: Casino $ 2,586,960 $ 2,238,671 $ 348,289 15.6 Rooms 330,359 307,132 23,227 7.6 Food and beverage 859,426 822,323 37,103 4.5 Entertainment, retail and other 249,679 340,437 (90,758) (26.7) General and administrative 1,080,475 1,065,022 15,453 1.5 Provision for credit losses 4,986 (3,964) 8,950 NM Pre-opening 9,355 9,468 (113) (1.2) Depreciation and amortization 658,895 687,270 (28,375) (4.1) Impairment of goodwill and intangible assets — 94,490 (94,490) (100.0) Property charges and other 215,095 130,877 84,218 64.3 Total operating expenses $ 5,995,230 $ 5,691,726 $ 303,504 5.3 NM - Not meaningful.
Entertainment, retail and other revenues increased $9.7 million in total across our properties, and was offset by a decrease in operating revenues of $16.5 million at Wynn Interactive following the closure of its digital sports betting and casino business in the third quarter of 2024. 41 Table of Contents Operating expenses The table below presents operating expenses (dollars in thousands): Year Ended December 31, 2025 2024 Increase/ (Decrease) Percent Change Operating expenses: Casino $ 2,716,151 $ 2,586,960 $ 129,191 5.0 Rooms 344,378 330,359 14,019 4.2 Food and beverage 882,229 859,426 22,803 2.7 Entertainment, retail and other 238,160 249,679 (11,519) (4.6) General and administrative 1,116,952 1,080,475 36,477 3.4 Provision for credit losses 12,824 4,986 7,838 NM Pre-opening 38,494 9,355 29,139 NM Depreciation and amortization 620,633 658,895 (38,262) (5.8) Property charges and other 49,719 215,095 (165,376) (76.9) Total operating expenses $ 6,019,540 $ 5,995,230 $ 24,310 0.4 NM - Not meaningful.
Non-casino revenues for the year ended December 31, 2024 were 40.2% of operating revenues, compared to 43.1% for the year ended December 31, 2023. Casino revenues Casino revenues increased primarily due to higher gaming volumes at our Macau Operations which benefited from growing tourism in Macau during the year ended December 31, 2024.
Non-casino revenues for the year ended December 31, 2025 were 38.2% of operating revenues, compared to 40.2% for the year ended December 31, 2024.
During the year ended December 31, 2024, the increase in cash flows from operating activities was primarily due to increased revenues from our Macau Operations and our Las Vegas Operations, which was partially offset by an increase in operating expenses associated with higher business volumes.
During the year ended December 31, 2025, the decrease in cash flows from operating activities was primarily due to a decrease in operating income at our Macau Operations largely driven by a decrease in rooms revenue.
Our non-gaming profits remain subject to the Macau Complementary Tax and casino winnings remain subject to the Macau special gaming tax and other levies in accordance with our concession agreement. Net income attributable to noncontrolling interests Net income attributable to noncontrolling interests was $138.6 million and $52.2 million for the years ended December 31, 2024 and 2023, respectively.
Net income attributable to noncontrolling interests Net income attributable to noncontrolling interests was $81.8 million and $138.6 million for the years ended December 31, 2025 and 2024, respectively.
These increases resulted from higher operating costs, including increases of $166.5 million and $114.7 million in incremental gaming tax expense at Wynn Palace and Wynn Macau, respectively, driven by the increase in casino revenues. Room expenses increased $18.2 million at our Las Vegas Operations as a result of higher payroll and other operating costs.
Casino expenses increased $116.8 million at Wynn Palace, including an increase of $92.8 million in gaming tax expense driven by an increase in casino revenue, and $25.2 million at our Las Vegas Operations, primarily driven by higher payroll and related costs, including higher stock-based compensation expense from stock awards granted in connection with the 20th anniversary of the opening of Wynn Las Vegas ("20th Anniversary").
Capital Resources The following table summarizes our unrestricted cash and cash equivalents and available revolver borrowing capacity, presented by significant financing entity as of December 31, 2024 (in thousands): Total Cash and Cash Equivalents Revolver Borrowing Capacity Wynn Macau, Limited and subsidiaries $ 1,459,860 $ 353,847 Wynn Resorts Finance, LLC (1) 437,870 735,306 Wynn Resorts, Limited and other 528,425 — Total $ 2,426,155 $ 1,089,153 (1) Excluding Wynn Macau, Limited and subsidiaries.
Capital Resources The following table summarizes our unrestricted cash and cash equivalents, investments, and available revolver borrowing capacity, presented by significant financing entity as of December 31, 2025 (in thousands): Total Cash and Cash Equivalents Investments (1) Revolver Borrowing Capacity Wynn Macau, Limited and subsidiaries $ 916,145 $ 601,756 $ 1,355,116 Wynn Resorts Finance, LLC (2) 305,610 — 1,233,783 Wynn Resorts, Limited and other 241,687 — — Total $ 1,463,442 $ 601,756 $ 2,588,899 (1) Investments consist of U.S. treasuries and fixed deposits maturing in less than one year and exclude long-term investments of $67.6 million .
Year Ended December 31, 2024 2023 Increase/ (Decrease) Wynn Palace $ 733,710 $ 615,846 $ 117,864 Wynn Macau 441,852 338,091 103,761 Las Vegas Operations 946,762 946,243 519 Encore Boston Harbor 247,128 257,409 (10,281) Corporate and other (4,535) (42,646) 38,111 Adjusted Property EBITDAR at Wynn Palace and Wynn Macau increased $117.9 million and $103.8 million, respectively, for the year ended December 31, 2024, primarily due to an increase in operating revenues of $330.8 million and $251.1 million, respectively, partially offset by an increase in operating expenses.
Year Ended December 31, 2025 2024 Increase/ (Decrease) Wynn Palace $ 682,900 $ 733,710 $ (50,810) Wynn Macau 402,125 441,852 (39,727) Las Vegas Operations 902,405 946,762 (44,357) Encore Boston Harbor 236,721 247,128 (10,407) Adjusted Property EBITDAR at Wynn Palace decreased $50.8 million for the year ended December 31, 2025 primarily due to a $53.4 million decrease in rooms revenue.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

6 edited+2 added−0 removed9 unchanged
Biggest changeBased on our balances as of December 31, 2024, an assumed 1% change in the U.S. dollar/Hong Kong dollar exchange rate would cause a foreign currency transaction gain/loss of $41.5 million. 59 Table of Contents
Biggest changeFor additional information, refer to Item 8—"Financial Statements and Supplementary Data," Note 8, "Derivative Instruments." Based on our balances as of December 31, 2025 and after giving effect to our foreign currency swaps, an assumed 1% change in the U.S. dollar/Hong Kong dollar exchange rate would cause a foreign currency gain/loss of $4.3 million. 56 Table of Contents
The following table provides estimated future cash flow information derived from our best estimates of repayments as of December 31, 2024, of our expected long-term indebtedness and related weighted average interest rates by expected maturity dates. However, we cannot predict the SOFR or HIBOR rates that will be in effect in the future. Actual rates will vary.
The following table provides estimated future cash flow information derived from our best estimates of repayments as of December 31, 2025, of our expected long-term indebtedness and related weighted average interest rates by expected maturity dates. However, we cannot predict the SOFR or HIBOR rates that will be in effect in the future. Actual rates will vary.
Based on our outstanding borrowings as of December 31, 2024 and an interest rate swap on the Retail Term Loan, an assumed 100 basis point change in the variable rates would cause our annual interest expense to change by $19.1 million.
Based on our outstanding borrowings as of December 31, 2025 and an interest rate swap on the Retail Term Loan, an assumed 100 basis point change in the variable rates would cause our annual interest expense to change by $19.0 million.
We also cannot assure you that the current rate of exchange fixed by the applicable monetary authorities for these currencies will remain at the same level. 58 Table of Contents We expect most of the revenues and expenses for any casino that we operate in Macau will be denominated in Hong Kong dollars or Macau patacas; however, a significant portion of our Wynn Macau, Limited and Wynn Macau SA debt is denominated in U.S. dollars.
We also cannot assure you that the current rate of exchange fixed by the applicable monetary authorities for these currencies will remain at the same level. 55 Table of Contents We expect most of the revenues and expenses for any casino that we operate in Macau will be denominated in Hong Kong dollars or Macau patacas; however, a significant portion of debt issued by WML is denominated in U.S. dollars.
The one-month SOFR and HIBOR rates as of December 31, 2024 of 4.49% and 4.60%, respectively, were used for all variable rate calculations in the table below. The information is presented in U.S. dollar equivalents as applicable.
The one-month SOFR and HIBOR rates as of December 31, 2025 of 3.87% and 3.07%, respectively, were used for all variable rate calculations in the table below. The information is presented in U.S. dollar equivalents as applicable.
Year Ending December 31, Expected Maturity Date 2025 2026 2027 2028 2029 Thereafter Total (dollars in millions) Long-term debt: Fixed rate $ — $ 1,000.0 $ 1,630.0 $ 1,350.0 $ 2,350.0 $ 1,800.0 $ 8,130.0 Average interest rate — % 5.5 % 5.4 % 5.6 % 5.0 % 6.7 % 5.6 % Variable rate $ 41.3 $ 41.3 $ 1,280.5 $ 1,151.9 $ — $ — $ 2,515.0 Average interest rate 6.2 % 6.2 % 5.9 % 6.4 % — % — % 6.1 % Interest Rate Sensitivity As of December 31, 2024, approximately 76.0% of our long-term debt was based on fixed rates.
Year Ending December 31, Expected Maturity Date 2026 2027 2028 2029 2030 Thereafter Total (dollars in millions) Long-term debt: Fixed rate $ — $ 2,830.0 $ 1,350.0 $ 1,750.0 $ — $ 2,800.0 $ 8,730.0 Average interest rate — % 5.2 % 5.6 % 5.1 % — % 6.7 % 5.8 % Variable rate $ 9.4 $ 28.2 $ 1,187.3 $ 37.6 $ 639.9 $ — $ 1,902.4 Average interest rate 5.5 % 5.5 % 5.1 % 5.5 % 5.5 % — % 5.2 % Interest Rate Sensitivity As of December 31, 2025, approximately 82% of our long-term debt was based on fixed rates.
Added
The Company is a party to foreign currency swap agreements with the objective of managing foreign currency exchange rate risk associated with the outstanding U.S. dollar denominated WML Senior Notes.
Added
The foreign currency swaps exchange predetermined amounts of Hong Kong dollars for U.S. dollars at a contractual spot rate, and as of December 31, 2025, have an aggregate notional amount of $4.10 billion, and have maturities between October 2027 and August 2030.

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