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What changed in Red Rock Resorts, Inc.'s 10-K — 2024 vs 2025

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

+260 added−277 removedSource: 10-K (2026-02-20) vs 10-K (2025-02-21)

Top changes in Red Rock Resorts, Inc.'s 2025 10-K

260 paragraphs added · 277 removed · 207 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

44 edited+9 added−12 removed113 unchanged
Biggest changeIn addition, the TRA provides that, in the event of a change of control, we are required to make a payment equal to the present value of estimated 34 Table of Contents future payments under the TRA, which would result in a significant payment becoming due in the event of a change of control.
Biggest changeIn addition, the TRA provides that, in the event of a change of control, we are required to make a payment equal to the present value of estimated future payments under the TRA, which would result in a significant payment becoming due in the event of a change of control. 34 Table of Contents These change of control provisions, and similar provisions in future agreements, are likely to increase the costs of any takeover and may discourage, delay or prevent an acquisition of our Company by a third party.
Our credit agreements and the indentures governing our senior notes contain several covenants that impose significant operating and financial restrictions on us, including certain limitations on our and our subsidiaries’ ability to, among other things: • incur additional debt or issue certain preferred units; • pay dividends on or make certain redemptions, repurchases or distributions or make other restricted payments; • make certain investments; • sell certain assets; • create liens on certain assets; • consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and • enter into certain transactions with our affiliates.
Our credit agreements and the indentures governing our senior notes contain several covenants that impose significant operating and financial restrictions on us, including certain limitations on our and our subsidiaries’ ability to, among other things: • incur additional debt or issue certain preferred units; • pay dividends on or make certain redemptions, repurchases or distributions or make other restricted payments; • make certain investments; • sell or create liens on certain assets; • consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and • enter into certain transactions with our affiliates.
Due to their ownership, the Fertitta Family Entities have the power to control our management and affairs, including the power to: 31 Table of Contents • elect all of our directors; • agree to sell or otherwise transfer a controlling stake in our Company, which may result in the acquisition of effective control of our Company by a third party; and • determine the outcome of substantially all actions requiring stockholder approval, including transactions with related parties, corporate reorganizations, acquisitions and dispositions of assets and dividends.
Due to their ownership, the Fertitta Family Entities have the power to control our management and affairs, including the power to: • elect all of our directors; 31 Table of Contents • agree to sell or otherwise transfer a controlling stake in our Company, which may result in the acquisition of effective control of our Company by a third party; and • determine the outcome of substantially all actions requiring stockholder approval, including transactions with related parties, corporate reorganizations, acquisitions and dispositions of assets and dividends.
In addition, there has been an increase in state sponsored cyberattacks which are often conducted by capable, well-funded groups. The rapid evolution and increased adoption of artificial intelligence technologies amplifies these concerns.
In addition, there has been an increase in state sponsored cyberattacks which are often conducted by capable, well-funded groups. The rapid evolution and increased adoption of artificial intelligence (“AI”) technologies amplifies these concerns.
These anti-takeover provisions, shareholder requirements and other provisions under Delaware law and Nevada gaming laws could discourage, delay or prevent a transaction involving a change in control of our Company, including transactions that our stockholders may deem advantageous, and negatively affect the trading price of our Class A common stock.
These anti-takeover provisions, stockholder requirements and other provisions under Delaware law and Nevada gaming laws could discourage, delay or prevent a transaction involving a change in control of our Company, including transactions that our stockholders may deem advantageous, and negatively affect the trading price of our Class A common stock.
If we fail, or are perceived to be failing, to meet the standards included in any sustainability disclosure or the expectations of our various stakeholders, our reputation, customer attraction and retention, access to capital and employee retention could be negatively impacted. In addition, new sustainability rules and regulations have been adopted and may continue to be introduced.
If we fail, or are perceived to be failing, to meet the standards included in any sustainability disclosure or the expectations of our various stakeholders, our reputation, customer attraction and retention, access to capital and employee retention could be negatively impacted. In addition, new sustainability rules and regulations have been or may be adopted.
Although we maintain insurance that we believe is customary and appropriate for our business, each of our insurance policies is subject to certain exclusions and our coverage is in an amount that may be significantly less than the expected replacement cost of rebuilding our facilities in the event of a total loss.
Although we maintain insurance that we believe is appropriate for our business, each of our property insurance policies is subject to certain exclusions and our coverage is in an amount that may be significantly less than the expected replacement cost of rebuilding our facilities in the event of a total loss.
In addition, because the Principal Equity Holders hold most of their ownership interest directly and/or indirectly through Station Holdco, rather than through Red Rock, the public company, they may have conflicting interests with holders of shares of our Class A common stock.
In addition, because the Principal Equityholders hold most of their ownership interest directly and/or indirectly through Station Holdco, rather than through Red Rock, the public company, they may have conflicting interests with holders of shares of our Class A common stock.
Private parties may also bring claims arising from the presence of hazardous materials on a site or upon exposure to such materials. We are currently involved in monitoring activities at or adjacent to a few of our sites due to historical or nearby operations.
Private parties may also bring claims arising from the presence of hazardous materials on a site or upon exposure to such materials. We are currently involved in monitoring activities at or adjacent to one of our sites due to historical or nearby operations.
In addition, 33 Table of Contents under the Exchange Agreement, each holder of shares our Class B common stock is entitled to exchange its LLC Units for shares of our Class A common stock, as described under “Class B Common Stock” within Note 11 to the Consolidated Financial Statements.
In addition, under the Exchange Agreement, each holder of shares of our Class B common stock is entitled to exchange its LLC Units for 33 Table of Contents shares of our Class A common stock, as described under “Class B Common Stock” within Note 10 to the Consolidated Financial Statements.
The United States’ frequent withdrawal and rejoining of the Paris Agreement in recent years has created uncertainty around the evolution of the United States’ regulatory regime with regards to regulating GHGs and climate change issues, making it 26 Table of Contents increasingly difficult to plan for future developments and to predict what, if any, impact the agreement and similar international agreements will have on the U.S.
The United States’ frequent withdrawal and rejoining of the Paris Agreement in recent years has created uncertainty around the evolution of the United States’ regulatory regime with regards to regulating GHGs and climate change issues, making it increasingly difficult to plan for future developments and to predict what, if any, impact the agreement and similar international agreements will have on the U.S.
Accordingly, you may need to sell your shares of Class A common stock to realize a return on your investment, and you may not be able to sell your shares above the price you paid for them. See Note 11 to the Consolidated Financial Statements.
Accordingly, you may need to sell your shares of Class A common stock to realize a return on your investment, and you may not be able to sell your shares above the price you paid for them. See Note 10 to the Consolidated Financial Statements.
Anti-takeover provisions and shareholder requirements in our charter documents, provisions of Delaware law and Nevada gaming laws may delay or prevent our acquisition by a third party, which might diminish the value of our Class A common stock.
Anti-takeover provisions and stockholder requirements in our charter documents, provisions of Delaware law and Nevada gaming laws may delay or prevent our acquisition by a third party, which might diminish the value of our Class A common stock.
For example, a disposition of real estate or other assets in a taxable transaction could accelerate then-existing obligations under the TRA, which may result in differing incentives between the Principal Equity Holders and Red Rock with respect to such a transaction. For more information, see “Tax Receivable Agreement” within Note 2 to the Consolidated Financial Statements.
For example, a disposition of real estate or other assets in a taxable transaction could accelerate then-existing obligations under the TRA, which may result in differing incentives between the Principal Equityholders and Red Rock with respect to such a transaction. For more information, see “Tax Receivable Agreement” within Note 2 to the Consolidated Financial Statements.
For example, if Station Holdco makes distributions to Red Rock, the Principal Equity Holders will also be entitled to receive distributions pro rata in accordance with the percentages of their respective LLC Units and their preferences as to the timing and amount of any such distributions may differ from those of our public stockholders.
For example, if Station Holdco makes distributions to Red Rock, the Principal Equityholders will also be entitled to receive distributions pro rata in accordance with the percentages of their respective LLC Units and their preferences as to the timing and amount of any such distributions may differ from those of our public stockholders.
The Principal Equity Holders may also have different tax positions from us which could influence their decisions regarding whether and when to dispose of assets, especially in light of the existence of the TRA, whether and when to incur new, or refinance existing, indebtedness, and whether and when Red Rock should terminate the TRA and accelerate its obligations thereunder.
The Principal Equityholders may also have different tax positions from us which could influence their decisions regarding whether and when to dispose of assets, especially in light of the existence of the TRA, whether and when to incur new, or refinance existing, indebtedness, and whether and when Red Rock should terminate the TRA and accelerate its obligations thereunder.
Because our Principal Equity Holders have a controlling ownership interest in the Company, they are able to control the outcome of votes on all matters requiring approval by our stockholders. Accordingly, actions that affect such obligations under the TRA may be taken even if other stockholders oppose them.
Because our Principal Equityholders have a controlling ownership interest in the Company, they are able to control the outcome of votes on all matters requiring approval by our stockholders. Accordingly, actions that affect such obligations under the TRA may be taken even if other stockholders oppose them.
Energy shortages or substantial or continuing increases in the cost of electricity have negatively affected our operating results in the past, and could adversely impact our business and our results of operations. 28 Table of Contents Win rates for our gaming operations depend on a variety of factors, some beyond our control, and the winnings of our gaming customers could exceed our casino winnings.
Energy shortages or substantial or continuing increases in the cost of electricity have negatively affected our operating results in the past, and could adversely impact our business and our results of operations. Win rates for our gaming operations depend on a variety of factors, some beyond our control, and the winnings of our gaming customers could exceed our casino winnings.
In addition, these obligations could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control, in particular in circumstances where our Principal Equity Holders have interests that differ from those of other stockholders.
In addition, these obligations could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control, in particular in circumstances where our Principal Equityholders have interests that differ from those of other stockholders.
Additionally, significant sales of our Class A common stock, whether by the principal equity holders or the Company, could have a significant effect on the price of our Class A common stock and, in the case of sales by the Company, a dilutive effect on existing stockholders. We are subject to litigation in the ordinary course of our business.
Additionally, significant sales of our Class A common stock, whether by the Principal Equityholders or the Company, could have a significant effect on the price of our Class A common stock and, in the case of sales by the Company, a dilutive effect on existing stockholders. We are subject to litigation in the ordinary course of our business.
Our gaming profits are mainly derived from the difference between our casino winnings and the casino winnings of our gaming customers. Since there is an inherent element of chance in the gaming industry, we do not have full control over our winnings or the winnings of our gaming customers.
Our gaming profits are mainly derived from the difference between our casino winnings and the casino winnings of our gaming customers. Since there is an inherent 28 Table of Contents element of chance in the gaming industry, we do not have full control over our winnings or the winnings of our gaming customers.
At December 31, 2024, approximately 46 million LLC Units of Station Holdco were owned by our Continuing Owners, or 41.8% of Red Rock Class A common stock on a fully exchanged basis, and may be sold in the future.
At December 31, 2025, approximately 46 million LLC Units of Station Holdco were owned by our Continuing Owners, or 41.3% of Red Rock Class A common stock on a fully exchanged basis, and may be sold in the future.
A breach in the security of our information systems or those of our service providers could lead to an interruption in the 29 Table of Contents operation of our systems or loss, disclosure or misappropriation of our business information or other unintended consequences.
A breach in the security of our information systems or those of our service providers could lead to an interruption in the operation of our systems or loss, disclosure or misappropriation of our business information or other unintended consequences.
The structuring of future transactions may take into consideration these Principal Equity Holders’ tax or other considerations even where no similar benefit would accrue to us.
The structuring of future transactions may take into consideration these Principal Equityholders’ tax or other considerations even where no similar benefit would accrue to us.
Increased scrutiny and changing expectations from investors, consumers, employees, regulators, and others regarding our environmental, social and governance practices and reporting could cause us to incur additional costs, devote additional resources and expose us to additional risks, which could adversely impact our reputation, customer attraction and retention, access to capital and employee recruitment and retention.
Scrutiny and changing expectations from investors, consumers, employees, regulators, and others regarding our environmental, social and governance practices and reporting could cause us to incur additional costs, devote additional 26 Table of Contents resources and expose us to additional risks, which could adversely impact our reputation, customer attraction and retention, access to capital and employee recruitment and retention.
The United States was until recently a member of the Paris Agreement, a climate accord reached at the 21st Conference of the Parties (“COP”) in Paris, that set new goals, and many related policies are still in development. The Paris Agreement mandates GHG emission reduction goals every five years beginning in 2020.
The United States was until recently a member of the Paris Agreement, a climate accord reached at the 21st Conference of the Parties (“COP”) in Paris, that set new goals, and many related policies are still in development. The Paris Agreement mandates GHG emission reduction goals.
Our Principal Equity Holders have control over our management and affairs, and their interests may differ from our interests or those of our other stockholders.
Our Principal Equityholders have control over our management and affairs, and their interests may differ from our interests or those of our other stockholders.
A failure to comply with the covenants contained in the credit agreements, the indentures governing our senior notes, or other indebtedness that we may incur in the future could result in an event of default, which, if not cured or waived, could 30 Table of Contents result in the acceleration of the indebtedness and have a material adverse effect on our business, financial condition and results of operations.
A failure to comply with the covenants contained in the credit agreements, the indentures governing our senior notes, or other indebtedness that we may incur in the future could result in an event of default, which, if not cured or waived, could result in the acceleration of the indebtedness and have a material adverse effect on our business, financial condition and results of operations. 30 Table of Contents Despite our current indebtedness levels, we and our subsidiaries may still incur significant additional indebtedness, which could increase the risks associated with our substantial indebtedness.
As a result, Fertitta Family Entities held 90.0% of the combined voting power of Red Rock as of December 31, 2024.
As a result, Fertitta Family Entities held 90.2% of the combined voting power of Red Rock as of December 31, 2025.
Environmental laws, regulations and standards have become increasingly stringent over time and this trend is expected to continue, which may make compliance with new requirements more difficult or costly or otherwise adversely affect our operations. In addition, as a result of the U.S.
Environmental laws, regulations and standards have become increasingly stringent over time and this trend is expected to continue, which may make compliance with new requirements more difficult or costly or otherwise adversely affect our operations. In addition, as a result of the U.S. Supreme Court’s Chevron decision, there will likely be an increase in legal challenges to new regulations.
While some investors continue to focus on ESG matters and failure to address their needs could lead to stock price volatility, there has been an increase in anti-ESG initiatives and sentiment which may serve as a counteracting concern in the future, particularly in light of recent executive orders by President Trump.
While some investors continue to focus on ESG matters and failure to address their needs could lead to stock price volatility, there has been an increase in anti-ESG initiatives and sentiment which may serve as a counteracting concern in the future, particularly in light of recent executive actions by President Trump and in light of several new cases escalating scrutiny of certain practices and initiatives related to diversity, equity, and inclusion, (“DEI”).
Assuming no material changes in the relevant tax law and based on our current operating plan and other assumptions, including our estimate of the tax basis of our assets as of December 31, 2024 and that Red Rock earns sufficient taxable income to realize all the tax benefits that are subject to the TRA, we expect to make payments under the TRA over a period of approximately 40 years.
At December 31, 2025 and 2024, our liability under the TRA with respect to previously consummated transactions was $20.6 million and $20.4 million, respectively. 32 Table of Contents Assuming no material changes in the relevant tax law and based on our current operating plan and other assumptions, including our estimate of the tax basis of our assets as of December 31, 2025 and that Red Rock earns sufficient taxable income to realize all the tax benefits that are subject to the TRA, we expect to make payments under the TRA over a period of approximately 40 years.
The amount of any such increases and payments will vary depending upon a number of factors, including, but not limited to, the timing of exchanges, the price of our Class A common stock at the time of the exchanges, the amount, character and timing of our income and the tax rates then applicable. 32 Table of Contents The payments that we may make under the TRA could be substantial.
The amount of any such increases and payments will vary depending upon a number of factors, including, but not limited to, the timing of exchanges, the price of our Class A common stock at the time of the exchanges, the amount, character and timing of our income and the tax rates then applicable.
In addition, our insurance costs may increase as a result of any such losses and we may be unable to obtain similar insurance coverage in the future.
We may incur losses that are not adequately covered by insurance, which may harm our results of operations. In addition, our insurance costs may increase as a result of any such losses and we may be unable to obtain similar insurance coverage in the future.
The United States withdrew from the Paris Agreement in November 2020, rejoined in February 2021 under the Biden Administration and, on January 20, 2025, President Trump signed an Executive Order to once again withdraw the U.S. from the Paris Agreement.
The United States withdrew from the Paris Agreement in November 2020, rejoined in February 2021 under the Biden Administration and withdrew again on January 20, 2025.
As of December 31, 2024, the principal amount of our outstanding indebtedness totaled approximately $3.44 billion and we had $897.7 million of undrawn availability under our New Revolving Credit Facility, which is net of the issuance of approximately $47.3 million of letters of credit and similar obligations.
As of December 31, 2025, the principal amount of our outstanding indebtedness totaled approximately $3.43 billion and we had $898.2 million of undrawn availability under our Revolving Credit Facility, which is net of $155.0 million in outstanding borrowings and the issuance of approximately $46.8 million of letters of credit and similar obligations.
Risks Related to our Indebtedness We have a substantial amount of indebtedness, which could have a material adverse effect on our financial condition and our ability to obtain financing in the future and to react to changes in our business. We have a substantial amount of debt, which requires significant principal and interest payments.
If any of these risks materialize, they could have an adverse effect on our business, results of operations and cash flows. 29 Table of Contents Risks Related to our Indebtedness We have a substantial amount of indebtedness, which could have a material adverse effect on our financial condition and our ability to obtain financing in the future and to react to changes in our business.
To the extent that the cost of insurance coverage increases, we may be required to reduce our policy limits or agree to exclusions from our coverage. We may incur impairments to goodwill, indefinite-lived intangible assets, or long-lived assets which could negatively affect our results of operations.
We may incur impairments to goodwill, indefinite-lived intangible assets, or long-lived assets which could negatively affect our results of operations.
If new debt or other liabilities are added to our current debt levels, the related risks that we and our subsidiaries now face could intensify. We may not be able to generate sufficient cash to service all of our indebtedness, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
We may not be able to generate sufficient cash to service all of our indebtedness, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
In addition, the indentures governing our senior notes allow us to issue additional notes under certain circumstances. The indentures also allow us to incur certain other additional secured and unsecured debt. Further, the indentures do not prevent us from incurring other liabilities that do not constitute indebtedness.
The indentures also allow us to incur certain other additional secured and unsecured debt. Further, the indentures do not prevent us from incurring other liabilities that do not constitute indebtedness. If new debt or other liabilities are added to our current debt levels, the related risks that we and our subsidiaries now face could intensify.
To the extent this focus continues, public reporting regarding ESG practices will increasingly become the standard. If our ESG practices and reporting do not meet the evolving investor, consumer or employee expectations, our brand, reputation and customer retention may be negatively impacted.
If our ESG practices and reporting do not meet the evolving investor, consumer or employee expectations, our brand, reputation and customer retention may be negatively impacted. Our ability to achieve any ESG objective is subject to numerous risks, many of which are outside of our control.
The future impact of these actions on existing DEI regulations cannot be predicted at this time, particularly given that such new orders are likely to face legal challenges.
The future impact of these actions on existing DEI regulations cannot be predicted at this time, particularly given that such executive actions are likely to face legal challenges. However, in the interim, such anti-ESG and anti-DEI-related policies, legislation, initiatives, litigation, legal opinions, and scrutiny could result in additional compliance obligations or becoming the subject of investigations or enforcement actions.
The terms of the documents governing our indebtedness restrict, but do not completely prohibit, us from doing so. As of December 31, 2024, we had $897.7 million of undrawn availability under our New Revolving Credit Facility, which is net of $155.0 million in outstanding borrowings and the issuance of approximately $47.3 million of letters of credit and similar obligations.
As of December 31, 2025, we had $898.2 million of undrawn availability under our Revolving Credit Facility, which is net of $155.0 million in outstanding borrowings and the issuance of approximately $46.8 million of letters of credit and similar obligations. In addition, the indentures governing our senior notes allow us to issue additional notes under certain circumstances.
Despite our current indebtedness levels, we and our subsidiaries may still incur significant additional indebtedness, which could increase the risks associated with our substantial indebtedness. We and our subsidiaries may be able to incur substantial additional indebtedness, including additional secured indebtedness, in the future.
We and our subsidiaries may be able to incur substantial additional indebtedness, including additional secured indebtedness, in the future. The terms of the documents governing our indebtedness restrict, but do not completely prohibit, us from doing so.
Removed
Supreme Court’s decision to overturn its longstanding approach under the Chevron doctrine, it will become increasingly difficult to determine which new laws will apply to our business and when, as there will likely be an increase in legal challenges to new regulations.
Added
We have a significant concentration of our property values at each of our casino and entertainment properties.
Removed
Stronger GHG emission targets were set at COP 26 in Glasgow in November 2021 and reaffirmed at COP 28 in Dubai in November and December 2023 and at COP 29 in Baku in November 2024.
Added
To the extent that the cost of insurance coverage increases, we may be required to reduce our policy limits or agree to exclusions from our coverage. We are subject to substantial risk of loss.
Removed
Our ability to achieve any ESG objective is subject to numerous risks, many of which are outside of our control.
Added
Certain of our insurance does not fully cover all of our operational risks, and changes in the cost of insurance or the availability of insurance has materially increased and could further materially increase our insurance costs or result in a decrease in our insurance coverage. 27 Table of Contents Potential liabilities arising out of our operations may involve claims by employees, customers or third parties for personal injury or property damage and potential fines and penalties in connection with alleged violations of regulatory requirements.
Removed
For instance, on March 6, 2024, the United States Securities and Exchange Commission (“SEC”) adopted climate disclosure rules that require companies to among other things, disclose the impact of climate change and their risk mitigation environment and practices.
Added
With respect to our general liability insurance and our health insurance programs, we have increased the risk we retain through higher levels of aggregate loss limits, per claim deductibles and claims-handling expenses. Costs in excess of these retained risks are generally insured under various contracts with third-party insurance carriers.
Removed
While these rules were subsequently voluntarily stayed by the SEC, pending judicial review, it is unclear whether the SEC will defend the rule, and therefore difficult to predict the effect the rule may have on us.
Added
The level of risk we retain may change in the future as insurance market conditions or other factors affecting the economics of our insurance purchasing change. The operation of our properties is subject to a broad variety of risks.
Removed
Some conservative groups and Republican state attorneys general have asserted that the Supreme Court’s decision striking down race-based affirmative action in higher education in June 2023 should be analogized to private employment matters and private contract matters.
Added
In certain instances, our reserved amounts and/or backstop insurance may not fully cover an insured loss depending on the magnitude and nature of the claim. Accordingly, we cannot assure you that we will not be exposed to uninsured or underinsured losses that could have a material adverse effect on our business, financial condition, results of operations or cash flows.
Removed
Several new cases alleging discrimination based on similar arguments have been filed since the decision, which has escalated scrutiny of certain practices and initiatives related to diversity, equity, and inclusion, (“DEI”).
Added
Additionally, changes in the cost of insurance or the availability of insurance in the future could increase our costs to maintain our current level of coverage or could cause us to reduce our insurance coverage and increase the portion of our risks that we self-insure.
Removed
This scrutiny may increase in light of President Trump’s repealing of a 1965 Executive Order barring employment discrimination by federal contractors and new Executive Order issued on January 20, 2025 directing federal agencies to terminate DEI mandates, policies and programs, dissuading private companies from implementing them and suggesting the risk of legal actions or civil investigations for employers who do not comply (though specifications of what policies could merit investigation are not provided).
Added
We have a substantial amount of debt, which requires significant principal and interest payments.
Removed
However, in the interim, such anti-ESG and anti-DEI-related policies, legislation, initiatives, litigation, legal 27 Table of Contents opinions, and scrutiny could result in additional compliance obligations or becoming the subject of investigations or enforcement actions. We may incur losses that are not adequately covered by insurance, which may harm our results of operations.
Added
The payments that we may make under the TRA could be substantial.
Removed
If any of these risks materialize, they could have an adverse effect on our business, results of operations and cash flows.
Removed
At December 31, 2024 and 2023, our liability under the TRA with respect to previously consummated transactions was $20.4 million and $22.1 million, respectively.
Removed
These change of control provisions, and similar provisions in future agreements, are likely to increase the costs of any takeover and may discourage, delay or prevent an acquisition of our Company by a third party.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

57 edited+8 added−9 removed149 unchanged
Biggest changeOur team members have also benefited from the following: • We offer free medical and health benefits to all of our team members making less than $110,000 per year; • We have four on-site medical centers offering free office visits, free generic prescriptions and free lab services for insured team members and their families; • We have two full service dental centers for team members and their families; • We offer six weeks of paid parental leave (for each employed parent); • We have instituted a paid volunteer day for team members; • We initiated a Surviving Family Support program that pays surviving family members six months of medical and dental insurance and continues their access to our medical and dental centers; • We offer competitive pay, which has and will continue to positively impact the vast majority of our team members; • We have an innovative 401(k) retirement program, which we believe is far superior to a traditional pension, pursuant to which we contributed over $27 million in the past three years, including $9.0 million in 2024; • We have a dedicated citizenship and immigration services specialist to assist our team members completely free of charge; • We have implemented team member development programs focused on guest service and leadership; • We have positively impacted our local community through our partnership with several organizations including Three Square and the Clark County School District.
Biggest changeTeam members achieved over 11,000 volunteer hours in 2025; • We initiated a Surviving Family Support program that pays surviving family members six months of medical and dental insurance and continues their access to our medical and dental centers; • We offer competitive pay, which has and will continue to positively impact the vast majority of our team members; • We have an innovative 401(k) retirement program, which we believe is far superior to a traditional pension, pursuant to which we contributed over $28 million in the past three years, including $10.4 million in 2025; 18 Table of Contents • The Company continues to be a desirable place to work for external talent with over 54,000 candidates applying to a Station Casinos position in 2025; • We have a dedicated citizenship and immigration services manager to assist our team members and members of their family completely free of charge; • We have implemented team member development programs focused on guest service and leadership.
The Nevada Commission, Nevada Board, Las Vegas City Council, CCLGLB, North Las Vegas City Council, Henderson City Council, and certain other local regulatory agencies are collectively referred to as the “Nevada Gaming Authorities.” The laws, regulations and supervisory procedures of the Nevada Gaming Authorities are based upon declarations of public policy which are concerned with, among other things: (i) the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with gaming at any time or in any capacity; (ii) the establishment and maintenance of responsible accounting practices and procedures; (iii) the maintenance of effective controls over the financial practices of gaming licensees, including the establishment of minimum procedures for internal controls and the safeguarding of assets and revenues, providing reliable record keeping and requiring the filing of periodic reports with the Nevada Gaming Authorities; (iv) the prevention of cheating and fraudulent practices; and (v) providing a source of state and local revenues through taxation and licensing fees.
The Nevada Commission, Nevada Board, Las Vegas City Council, CCLGLB, North Las Vegas City Council, Henderson City Council, Mesquite City Council, and certain other local regulatory agencies are collectively referred to as the “Nevada Gaming Authorities.” The laws, regulations and supervisory procedures of the Nevada Gaming Authorities are based upon declarations of public policy which are concerned with, among other things: (i) the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with gaming at any time or in any capacity; (ii) the establishment and maintenance of responsible accounting practices and procedures; (iii) the maintenance of effective controls over the financial practices of gaming licensees, including the establishment of minimum procedures for internal controls and the safeguarding of assets and revenues, providing reliable record keeping and requiring the filing of periodic reports with the Nevada Gaming Authorities; (iv) the prevention of cheating and fraudulent practices; and (v) providing a source of state and local revenues through taxation and licensing fees.
After years of maintaining a low interest rate environment, central banks worldwide significantly and swiftly increased interest rates to combat inflation. While the global inflation rate began to ease somewhat in 2023 and 2024 as a result of central bank policy tightening, core inflation remains persistent. As a result of the decline in global inflation, while the U.S.
After years of maintaining a low interest rate environment, central banks worldwide significantly and swiftly increased interest rates to combat inflation. While the global inflation rate began to ease somewhat in 2023, 2024 and 2025 as a result of central bank policy tightening, core inflation remains persistent. As a result of the decline in global inflation, the U.S.
Our gaming operations in Nevada are subject to the licensing and regulatory control of the Nevada Gaming Commission (the “Nevada Commission”), the Nevada State Gaming Control Board (the “Nevada Board”), the Las Vegas City Council, the Clark County Liquor and Gaming Licensing Board (the “CCLGLB”), the North Las Vegas City Council, the Henderson City Council and certain other local regulatory agencies.
Our gaming operations in Nevada are subject to the licensing and regulatory control of the Nevada Gaming Commission (the “Nevada Commission”), the Nevada State Gaming Control Board (the “Nevada Board”), the Las Vegas City Council, the Clark County Liquor and Gaming Licensing Board (the “CCLGLB”), the North Las Vegas City Council, the Henderson City Council, Mesquite City Council, and certain other local regulatory agencies.
We will be 13 Table of Contents subject to disciplinary action if, after we receive notice that a person is unsuitable to be an equityholder or to have any other relationship with us or our licensed or registered subsidiaries, we (i) pay that person any dividend or interest upon our securities, (ii) allow that person to exercise, directly or indirectly, any voting right conferred through securities held by that person, (iii) pay remuneration in any form to that person for services rendered or otherwise, or (iv) fail to pursue all lawful efforts to require such unsuitable person to relinquish his securities including, if necessary, the immediate purchase of said securities for the price specified by the relevant gaming authority or, if no such price is specified, the fair market value as determined by our board of directors.
We will be subject to disciplinary action if, after we receive notice that a person is unsuitable to be an equityholder or to have any other relationship with us or our licensed or registered subsidiaries, we (i) pay that person any dividend or interest upon our securities, (ii) allow that person to exercise, directly or indirectly, any voting right conferred through securities held by that person, (iii) pay remuneration in any form to that person for services rendered or otherwise, or (iv) fail to pursue all lawful efforts to require such unsuitable person to relinquish his securities including, if necessary, the immediate purchase of said securities for the price specified by the relevant gaming authority or, if no such price is specified, the fair market value as determined by our board of directors.
Forward-looking statements in this Annual Report on Form 10-K include, among other things, statements concerning: • projections of future results of operations or financial condition; • expectations regarding our business and results of operations of our existing casino properties and prospects for future development; • expenses and our ability to operate efficiently; • expectations regarding trends that will affect our market and the gaming industry generally and the impact of those trends on our business and results of operations; • our ability to comply with the covenants in the agreements governing our outstanding indebtedness; • our ability to meet our projected debt service obligations, operating expenses, and maintenance capital expenditures; • expectations regarding the availability of capital resources, including our ability to refinance our outstanding indebtedness; • our intention to pursue development opportunities and acquisitions and obtain financing for such development and acquisitions; and • the impact of regulation on our business and our ability to receive and maintain necessary approvals for our existing properties and future projects.
Forward-looking statements in this Annual Report on Form 10-K include, among other things, statements concerning: • projections of future results of operations or financial condition; • expectations regarding our business and results of operations of our existing casino properties and prospects for future development; • expenses and our ability to operate efficiently; • expectations regarding trends that will affect our market and the gaming industry generally and the impact of those trends on our business and results of operations; • our ability to comply with the covenants in the agreements governing our outstanding indebtedness; • our ability to meet our projected debt service obligations, operating expenses, and maintenance capital expenditures; • expectations regarding the availability of capital resources, including our ability to refinance our outstanding indebtedness; 19 Table of Contents • our intention to pursue development opportunities and acquisitions and obtain financing for such development and acquisitions; and • the impact of regulation on our business and our ability to receive and maintain necessary approvals for our existing properties and future projects.
Some of the contingencies and uncertainties to which any forward-looking statement contained herein is subject include, but are not limited to, the following: • our reliance on the Las Vegas regional market; • the impact of business conditions, including competitive practices, changes in customer demand and the cyclical nature of the gaming and hospitality business generally, on our business and results of operations; • the impact of general economic conditions outside our control, including changes in interest rates, consumer confidence and unemployment levels, on our business and results of operations; 19 Table of Contents • the effects of intense competition that exists in the gaming industry; • additional competition arising as a result of the approval of new gaming licenses or gaming activities such as internet gaming, and the continued expansion of sports betting outside the state of Nevada; • our substantial outstanding indebtedness and the effect of our significant debt service requirements on our operations and ability to compete; • the risk that we will not be able to finance our development and investment projects or refinance our outstanding indebtedness; • the impact of extensive regulation from gaming and other government authorities on our ability to operate our business and the risk that regulatory authorities may revoke, suspend, condition or limit our gaming or other licenses, impose substantial fines or take other actions that adversely affect us; • risks associated with changes to applicable gaming and tax laws that could have a material adverse effect on our financial condition; • adverse outcomes of legal proceedings and the development of, and changes in, claims or litigation reserves; • risks associated with development, construction and management of new projects or the expansion of existing facilities, including cost overruns, construction delays, environmental risks and legal or political challenges; and • risks associated with integrating operations of any acquired companies and developed properties.
Some of the contingencies and uncertainties to which any forward-looking statement contained herein is subject include, but are not limited to, the following: • our reliance on the Las Vegas regional market; • the impact of business conditions, including competitive practices, changes in customer demand and the cyclical nature of the gaming and hospitality business generally, on our business and results of operations; • the impact of general economic conditions outside our control, including changes in interest rates, consumer confidence and unemployment levels, on our business and results of operations; • the effects of intense competition that exists in the gaming industry; • additional competition arising as a result of new gaming licenses or gaming activities such as internet gaming, predictive markets, and the continued expansion of sports betting outside the state of Nevada; • our substantial outstanding indebtedness and the effect of our significant debt service requirements on our operations and ability to compete; • the risk that we will not be able to finance our development and investment projects or refinance our outstanding indebtedness; • the impact of extensive regulation from gaming and other government authorities on our ability to operate our business and the risk that regulatory authorities may revoke, suspend, condition or limit our gaming or other licenses, impose substantial fines or take other actions that adversely affect us; • risks associated with changes to applicable gaming and tax laws that could have a material adverse effect on our financial condition; • adverse outcomes of legal proceedings and the development of, and changes in, claims or litigation reserves; • risks associated with development, construction and management of new projects or the expansion of existing facilities, including cost overruns, construction delays, environmental risks and legal or political challenges; and • risks associated with integrating operations of any acquired companies and developed properties.
To a lesser extent, our casino properties compete with gaming operations in other parts of the state of Nevada and other gaming markets in the United States and in other parts of the world, with online betting and gaming, state sponsored lotteries, on- and off-track pari-mutuel wagering (a system of betting under which wagers are placed in a pool, management receives a fee from the pool, and the remainder of the pool is split among the winning wagers), card rooms and other forms of legalized gaming and illegal gaming.
To a lesser extent, our casino properties compete with gaming operations in other parts of the state of Nevada and other gaming markets in the United States and in other parts of the world, with online betting and gaming, state sponsored lotteries, on- and off-track pari-mutuel wagering (a system of betting under which wagers are placed in a pool, management receives a fee from the pool, and the remainder of the pool is split among the winning wagers), card rooms, predictive markets and other forms of legal and illegal gaming.
In general, the procedures for gaming licensing, approvals and findings of suitability require the Company and each Regulated Person to submit detailed personal history information and financial information to demonstrate that the proposed gaming operation has adequate financial resources generated from 16 Table of Contents suitable sources and adequate procedures to comply with the operating controls and requirements imposed by law and regulation in each jurisdiction, followed by a thorough investigation by such Regulatory Authorities.
In general, the procedures for gaming licensing, approvals and findings of suitability require the Company and each Regulated Person to submit detailed personal history information and financial information to demonstrate that the proposed gaming operation has adequate financial resources generated from suitable sources and adequate procedures to comply with the operating controls and requirements imposed by law and regulation in each jurisdiction, followed by a thorough investigation by such Regulatory Authorities.
The NIGC will not approve a management contract if a director or a 10% shareholder of the management company: (i) is an elected member of the governing body of the Native American tribe which is the party to the management contract; (ii) has been or subsequently is convicted of a felony or gaming offense; (iii) has knowingly and willfully provided materially important false information to the NIGC or the tribe; (iv) has refused to respond to 15 Table of Contents questions from the NIGC; or (v) is a person whose prior history, reputation and associations pose a threat to the public interest or to effective gaming regulation and control, or create or enhance the chance of unsuitable activities in gaming or the business and financial arrangements incidental thereto.
The NIGC will not approve a management contract if a director or a 10% stockholder of the management company: (i) is an elected member of the governing body of the Native American tribe which is the party to the management contract; (ii) has been or subsequently is convicted of a felony or gaming offense; (iii) has knowingly and willfully provided materially important false information to the NIGC or the tribe; (iv) has refused to respond to questions from the NIGC; or (v) is a person whose prior history, reputation and associations pose a threat to the public interest or to effective gaming regulation and control, or create or enhance the chance of unsuitable activities in gaming or the business and financial arrangements incidental thereto.
In addition, the Company has been a long-time partner with Three Square Food Bank working to alleviate food insecurity in Southern Nevada, a long-time supporter of the Public Education Fund’s “Smart Start” school program supporting in-need schools in Clark County and a proud supporter of Three Square Food Bank’s “BackPack for Kids” program supporting children experiencing food insecurity.
In addition, the Company has been a long-time partner with Three Square Food Bank working to alleviate food insecurity in Southern Nevada, a long-time supporter of the Public Education Fund’s “Smart Start” school 17 Table of Contents program supporting in-need schools in Clark County and a proud supporter of Three Square Food Bank’s “BackPack for Kids” program supporting children experiencing food insecurity.
Such construction projects entail significant risks, including the following, any of which can give rise to delays or cost overruns: • shortages of material or skilled labor, including due to supply chain issues that are beyond our control; • unforeseen engineering, environmental or geological problems; • work stoppages; • weather interference; • floods; • unanticipated cost increases, whether caused by supply chain issues, inflation or otherwise; and • legal or political challenges.
Such construction projects entail significant risks, including the following, any of which can give rise to delays or cost overruns: • shortages of material or skilled labor, including due to supply chain issues that are beyond our control; 22 Table of Contents • unforeseen engineering, environmental or geological problems; • work stoppages; • floods or other weather interference; • unanticipated cost increases, whether caused by supply chain issues, inflation or otherwise; and • legal or political challenges.
The Nevada Act also requires prior approval of a plan of re-capitalization proposed by the Registered Corporation’s board of directors or similar governing entity in response to a 14 Table of Contents tender offer made directly to the Registered Corporation’s equityholders for the purpose of acquiring control of the Registered Corporation.
The Nevada Act also requires prior approval of a plan of re-capitalization proposed by the Registered Corporation’s board of directors or similar governing entity in response to a tender offer made directly to the Registered Corporation’s equityholders for the purpose of acquiring control of the Registered Corporation.
We have been found suitable to indirectly own the equity interests in our licensed and registered subsidiaries (the “Gaming Subsidiaries”) and we are registered by the Nevada Commission as a publicly traded corporation for purposes of the Nevada Act (a “Registered Corporation”).
We have been found suitable to indirectly own the equity interests in our licensed and registered subsidiaries (the “Gaming Subsidiaries”) and we are registered by the Nevada Commission as a publicly traded corporation for purposes of the 12 Table of Contents Nevada Act (a “Registered Corporation”).
On September 22, 2022, the Nevada Commission granted us prior approval, subject to certain conditions, to make public offerings for a period of three years (the “Shelf Approval”). The Shelf Approval also applies to any affiliated company wholly owned by us which is a publicly traded corporation or would thereby become a publicly traded corporation pursuant to a public offering.
On September 25, 2025, the Nevada Commission granted us prior approval, subject to certain conditions, to make public offerings for a period of three years (the “Shelf Approval”). The Shelf Approval also applies to any affiliated company wholly owned by us which is a publicly traded corporation or would thereby become a publicly traded corporation pursuant to a public offering.
These activities are designed to promote awareness among our team members and guests of the need to gamble responsibly and of the treatment options available for problem gamblers. Human Capital At January 31, 2025, we had approximately 9,300 employees, all of whom were employed in the United States.
These activities are designed to promote awareness among our team members and guests of the need to gamble responsibly and of the treatment options available for problem gamblers. Human Capital At January 31, 2026, we had approximately 9,500 employees, all of whom were employed in the United States.
Legalized casino and sports betting in various states and on Native American land could result in additional competition and could adversely affect our operations, particularly to the extent that such gaming is conducted in areas close to our operations. We also face competition from internet poker and sports betting operators in Nevada.
Legalized casino and sports betting in various states and on Native American land, as well as predictive markets, could result in additional competition and could adversely affect our operations, particularly to the extent that such gaming is conducted in areas close to our operations. We also face competition from internet poker and sports betting operators in Nevada.
An institutional investor shall not be deemed to hold voting securities for investment purposes unless the voting securities were acquired and are held in the ordinary course of business as an institutional investor and not for the purpose of causing, directly or indirectly, the election of a majority of the members of our board of directors, any change in our corporate charter, bylaws, management policies or our operations, or any of our gaming affiliates, or any other action which the Nevada Commission finds to be inconsistent with holding our voting securities for investment purposes only.
An institutional investor shall not be deemed to hold voting securities for investment purposes unless the voting securities were acquired and are held in the ordinary course of business as an institutional investor and not for the purpose of causing, directly or indirectly, the election of a majority of the members of our board of directors, any change in our corporate charter, by laws, management policies or our operations, or any of our gaming affiliates, or any other action which the 13 Table of Contents Nevada Commission finds to be inconsistent with holding our voting securities for investment purposes only.
In addition, we have 17 Table of Contents installed water saving fixtures at each of our resort properties and we have removed natural grass features at all of our resort properties to reduce water consumption, well in advance of any mandate to do so.
In addition, we have installed water saving fixtures at each of our resort properties and we have removed natural grass features at all of our resort properties to reduce water consumption, well in advance of any mandate to do so.
Class I gaming includes all traditional or social games solely for prizes of minimal value played by a Native American tribe in connection with celebrations or ceremonies.
Class I gaming includes all traditional or social games solely for prizes of minimal value played by a Native American tribe in connection with 15 Table of Contents celebrations or ceremonies.
Since its inception over 48 years ago, Station LLC has been steadfast in its commitment to promoting responsible gaming practices. As a provider of entertainment that can become problematic for some individuals, we do our best to provide information on the available support, treatment, and assistance programs.
Since its inception almost 50 years ago in 1976, Station LLC has been steadfast in its commitment to promoting responsible gaming practices. As a provider of entertainment that can become problematic for some individuals, we do our best to provide information on the available support, treatment, and assistance programs.
Officers, directors and 12 Table of Contents certain key employees of our licensed subsidiaries must file applications and may be required to be licensed or found suitable by the Nevada Gaming Authorities.
Officers, directors and certain key employees of our licensed subsidiaries must file applications and may be required to be licensed or found suitable by the Nevada Gaming Authorities.
The revolving fund is subject to increase or decrease at the discretion of the Nevada Commission. The Eleventh Revised Order requires us to deposit with the Nevada Board and maintain a revolving fund of $50,000 for all purposes, including foreign gaming and compliance with the Eleventh Revised Order.
The revolving fund is subject to increase or decrease at the discretion of the Nevada Commission. The Fourteenth Revised Order requires us to deposit with the Nevada Board and maintain a revolving fund of $75,000 for all purposes, including foreign gaming and compliance with the Fourteenth Revised Order.
In total, 66 Native American tribes have Tribal-State Compacts with the State of California or procedures with the Secretary of the Interior to operate Class III gaming in California. At December 31, 2024, there were 65 Native American gaming facilities in operation in the State of California.
In total, 81 Native American tribes have Tribal-State Compacts with the State of California or procedures with the Secretary of the Interior to operate Class III gaming in California. At December 31, 2025, there were 66 Native American gaming facilities in operation in the State of California.
Palace Station, Wildfire Rancho, Wildfire Valley View, Santa Fe Station and Wildfire on Fremont are subject to liquor licensing control and regulation by the Las Vegas City Council. Red Rock, Boulder Station and Durango are subject to liquor licensing control and regulation by the CCLGLB.
Palace Station, Wildfire Rancho, Wildfire Valley View, Santa Fe Station and Wildfire on Fremont are subject to liquor licensing control and regulation by the Las Vegas City Council. Red Rock, Boulder Station, Durango and Seventy Six Tavern Tropicana are subject to liquor licensing control and regulation by the CCLGLB.
At December 31, 2024, there were approximately 39 major gaming properties located on or near the Las Vegas Strip, 16 located in the downtown area and several located in other areas of Las Vegas. We also face competition from 159 nonrestricted gaming locations in the Clark County area primarily targeted to the local and repeat visitor markets.
At December 31, 2025, there were approximately 38 major gaming properties located on or near the Las Vegas Strip, 16 located in the downtown area and several located in other areas of Las Vegas. We also face competition from 158 nonrestricted gaming locations in the Clark County area primarily targeted to the local and repeat visitor markets.
The NIGC may determine that some or all of the ordinances require amendment, and those additional requirements, including additional licensing requirements, may be imposed on us. Several bills have been introduced in Congress that would amend the IGRA.
The NIGC may determine that some or all of the ordinances require amendment, and those additional requirements, including additional licensing requirements, may be imposed on us. Bills that would amend the IGRA have been introduced to Congress from time to time.
SC SP 4 LLC, SCT Aliante Parkway LLC and SCT Lamb & Centennial LLC hold restricted gaming licenses. NP Opco Holdings LLC is registered as an intermediary company and is licensed as the sole member and manager of NP Opco LLC.
SC SP 4 LLC, SCT Aliante Parkway LLC, SCT Lamb & Centennial LLC, SCT Union Village LLC and SCT Tropicana & Grand Canyon LLC hold restricted gaming licenses. NP Opco Holdings LLC is registered as an intermediary company and is licensed as the sole member and manager of NP Opco LLC.
In addition, our casino properties face competition from restricted gaming locations (sites with 15 or fewer slot machines) in the greater Las Vegas area. At December 31, 2024, there were approximately 1,519 restricted gaming locations in Clark County with approximately 14,640 slot machines.
In addition, our casino properties face competition from restricted gaming locations (sites with 15 or fewer slot machines) in the greater Las Vegas area. At December 31, 2025, there were approximately 1,529 restricted gaming locations in Clark County with approximately 14,790 slot machines.
Our strategy of growth through master-planning of certain of our major casinos for future expansion was developed, in part, based on projected population growth in Las Vegas.
Our strategy of growth through acquisition of prospective development sites and through master-planning of certain of our major casinos for future expansion was developed, in part, based on projected population growth in Las Vegas.
SCT Holdco LLC is registered as an intermediary company and is licensed as the sole member and manager of SCT Aliante Parkway LLC and SCT Lamb & Centennial LLC.
SCT Holdco LLC is registered as an intermediary company and is licensed as the sole member and manager of SCT Aliante Parkway LLC, SCT Lamb & Centennial LLC, SCT Union Village LLC and SCT Tropicana & Grand Canyon LLC.
Several states including Florida, North Carolina and Texas, have approved or are currently considering the approval of legalized casino gaming in designated areas and the expansion of existing gaming operations or additional gaming sites.
Several states including Florida, North Carolina and Texas, have approved or are currently considering the approval of legalized casino gaming in designated areas and the expansion of existing gaming operations or additional gaming sites. A majority of states offer legalized sports wagering, including online sports betting.
Sunset Station, Green Valley Ranch, Barley’s, Wildfire Sunset, Wildfire Boulder, The Greens, Wildfire Anthem, Wildfire Lanes and Wildfire Lake Mead are subject to liquor licensing control and regulation by the Henderson City Council. Seventy Six Tavern Centennial and Seventy Six Tavern Aliante are subject to liquor licensing controls and regulations by the North Las Vegas City Council.
Sunset Station, Green Valley Ranch, Barley’s, Wildfire Sunset, Wildfire Boulder, The Greens, Wildfire Anthem, Wildfire Lanes, Wildfire Lake Mead, and Seventy Six Tavern Union Village are subject to liquor licensing control and regulation by the Henderson City Council.
All liquor licenses are revocable and are, in some jurisdictions, not transferable. The agencies involved have full power to limit, condition, suspend or revoke any such license, and any such disciplinary action could (and revocation would) have a material adverse effect on the operations of our licensed subsidiaries.
The agencies involved have full power to limit, condition, suspend or revoke any such license, and any such disciplinary action could (and revocation would) have a material adverse effect on the operations of our licensed subsidiaries.
Our success depends on the efforts and abilities of our executive officers and other key employees, many of whom have significant experience in the gaming industry, including, but not limited to, Frank J. Fertitta III, our Chairman of the Board and Chief Executive Officer.
Our success depends on key executive officers and personnel and our ability to attract and retain employees. Our success depends on the efforts and abilities of our executive officers and other key employees, many of whom have significant experience in the gaming industry, including, but not limited to, Frank J.
On August 22, 2024, the Nevada Commission approved the Eleventh Revised Order of Registration for the Company that, among other things, reaffirmed our registration as a publicly traded corporation for the purposes of the Nevada Act (“Eleventh Revised Order”).
On November 20, 2025, the Nevada Commission approved the Fourteenth Revised Order of Registration for the Company that, among other things, reaffirmed our registration as a publicly traded corporation for the purposes of the Nevada Act (“Fourteenth Revised Order”).
We expect to continue to evaluate expansion opportunities as they become available and construct other new facilities or enhance our existing 22 Table of Contents properties by constructing additional facilities in the future.
In 2024 we commenced construction on the North Fork Project. We expect to continue to evaluate expansion opportunities as they become available and construct other new facilities or enhance our existing properties by constructing additional facilities in the future.
It is not certain whether any additional expansion of Native American gaming in California will affect our Las Vegas operations given that visitors from California make up Nevada’s largest visitor market. Increased competition from Native American gaming in California may result in a decline in our revenues and may have a material adverse effect on our business.
It is not certain whether any additional expansion of Native American gaming in California will affect our Las Vegas operations given that visitors from California make up Nevada’s largest visitor market.
We have registered several service marks, trademarks, patents and copyrights with the United States Patent and Trademark Office or otherwise acquired the licenses to use those which are material to conduct our business. We file copyright applications to protect our creative artworks, which are often featured in property branding, as well as our distinctive website content.
We have registered several service marks, trademarks, patents and copyrights with the United States Patent and Trademark Office or otherwise acquired the licenses to use those which are material to conduct our business.
If we are unable to access sufficient capital from operations, borrowings or otherwise, we may be precluded from: • maintaining or enhancing our properties; • taking advantage of future opportunities; • growing our business; or • responding to competitive pressures.
Our ability to effectively operate and grow our business may be constrained if we are unable to borrow additional capital or refinance existing borrowings on reasonable terms. 23 Table of Contents If we are unable to access sufficient capital from operations, borrowings or otherwise, we may be precluded from maintaining or enhancing our properties, taking advantage of future opportunities, growing our business or responding to competitive pressures.
General Gaming Regulations in Other Jurisdictions If we become involved in gaming operations in any other jurisdictions, such gaming operations will subject us and certain of our officers, directors, key employees, equityholders and other affiliates (“Regulated Persons”) to strict legal and regulatory requirements, including mandatory licensing and approval requirements, suitability requirements, and ongoing regulatory oversight with respect to such gaming operations.
In addition, any amendment to or expiration of a tribal-state compact or secretarial procedures may have an adverse effect on our results of operations or impose additional regulatory or operational burdens. 16 Table of Contents General Gaming Regulations in Other Jurisdictions If we become involved in gaming operations in any other jurisdictions, such gaming operations will subject us and certain of our officers, directors, key employees, equityholders and other affiliates (“Regulated Persons”) to strict legal and regulatory requirements, including mandatory licensing and approval requirements, suitability requirements, and ongoing regulatory oversight with respect to such gaming operations.
We rely 23 Table of Contents on earnings and cash flow from operations to finance our business, capital expenditures, development, expansion and acquisitions and, to the extent that we cannot fund such expenditures from cash generated by operations, funds must be borrowed or otherwise obtained. We will also be required in the future to refinance our outstanding debt.
Similarly, future construction and development projects and acquisitions of other gaming properties and/or operations could require significant additional capital. We rely on earnings and cash flow from operations to finance our business, capital expenditures, development, expansion and acquisitions and, to the extent that we cannot fund such expenditures from cash generated by operations, funds must be borrowed or otherwise obtained.
We have invested in real property in connection with development and expansion opportunities and we continually evaluate and may pursue acquisition opportunities in existing and emerging jurisdictions.
We may pursue new gaming acquisition and development opportunities and may not be able to recover our investment or successfully expand to additional locations. We have invested in real property in connection with development and expansion opportunities and we continually evaluate and may pursue acquisition opportunities in existing and emerging jurisdictions.
We cannot be sure that we will not exceed the budgeted costs of these projects or that the projects will commence operations within the contemplated time frame, if at all.
We cannot be sure that we will not exceed the budgeted costs of these projects or that the projects will commence operations within the contemplated time frame, if at all. Budget overruns and delays with respect to our expansion and development projects could have a material adverse impact on our results of operations.
As a result, there is no telling if interest rates will stabilize, increase or decrease, either globally or in the United States specifically.
Federal Reserve cut the federal funds rate three times in 2025 by a total of 75 basis points. There is no telling if interest rates will stabilize, increase or decrease, either globally or in the United States specifically.
The Nevada Commission may also require controlling equityholders, officers, directors and other persons having a material relationship or involvement with the entity proposing to acquire control, to be investigated and licensed as part of the approval process relating to the transaction.
The Nevada Commission may also require controlling equityholders, officers, directors and other persons having a material relationship or involvement with the entity proposing to acquire control, to be investigated and licensed as part of the approval process relating to the transaction. 14 Table of Contents The Nevada legislature has declared that some corporate acquisitions opposed by management, repurchases of voting securities and corporate defense tactics affecting Nevada corporate gaming licensees, and Registered Corporations that are affiliated with those operations, may be injurious to stable and productive corporate gaming.
We believe that a loss of the services of our executive officers and/or other personnel could have a material adverse effect on our results of operations. We may incur delays and budget overruns with respect to current or future construction projects. Any such delays or cost overruns may have a material adverse effect on our operating results.
We may incur delays and budget overruns with respect to current or future construction projects. Any such delays or cost overruns may have a material adverse effect on our operating results. In 2025 we commenced construction of an expansion project at Durango and we expect to begin development of additional projects in the Las Vegas valley.
Regulation and Licensing In addition to gaming regulations, our business is subject to various federal, state and local laws and regulations of the United States and Nevada.
Increased competition from Native American gaming in California may result in a decline in our revenues and may have a material adverse effect on our business. 11 Table of Contents Regulation and Licensing In addition to gaming regulations, our business is subject to various federal, state and local laws and regulations of the United States and Nevada.
Competition for qualified personnel in our industry is intense, and it would be difficult for us to find experienced personnel to replace our current executive officers and employees. Such competition may also make it difficult for us to recruit and retain a sufficient number of qualified employees, particularly in light of continuing labor shortages.
Fertitta III, our Chairman of the Board and Chief Executive Officer. Competition for qualified personnel in our industry is intense, and it would be difficult for us to find experienced personnel to replace our current executive officers and employees.
Since our reopening in June 2020, we have faced increased challenges in attracting and retaining qualified employees, while also working to remain competitive with wages as inflation has driven wages higher. If we fail to retain our current employees, it would be difficult and costly to identify, recruit and train replacements needed to continue to conduct and expand our business.
Such competition may also make it difficult for us to recruit and retain a sufficient number of qualified employees, particularly in light of continuing labor shortages. Since our reopening in June 2020, we have faced increased challenges in attracting and retaining qualified employees, while also working to remain competitive with wages as inflation has driven wages higher.
In 2024, the Company was certified as a Great Place to Work for the third year in a row, recognized as a Top Workplace for the fourth year in a row by the Las Vegas Review Journal and recognized by Forbes as a Best in State Employer. 18 Table of Contents Available Information We are required to file annual, quarterly and other current reports and information with the Securities and Exchange Commission (“SEC”).
In 2025, the Company was certified as a Great Place to Work for the fourth year in a row, recognized as a Top Workplace for the fifth year in a row by the Las Vegas Review Journal and recognized by Forbes as a Best in State Employer for the second year in a row.
Any material changes, new laws or regulations or material differences in interpretations by courts or governmental authorities or material regulatory actions, fines, penalties or other actions could adversely affect our business and operating results. 11 Table of Contents Nevada Gaming Laws and Regulations The ownership and operation of casino gaming facilities and the manufacture and distribution of gaming devices in Nevada are subject to the Nevada Gaming Control Act and the rules and regulations promulgated thereunder (collectively, the “Nevada Act”) and various local ordinances and regulations.
Nevada Gaming Laws and Regulations The ownership and operation of casino gaming facilities and the manufacture and distribution of gaming devices in Nevada are subject to the Nevada Gaming Control Act and the rules and regulations promulgated thereunder (collectively, the “Nevada Act”) and various local ordinances and regulations.
Internet gaming and the expansion of legalized casino gaming or legalized sports betting in new or existing jurisdictions and on Native American land could result in additional competition that could adversely affect our results of operations, especially if such gaming is conducted in areas close to our properties or they offer alternatives that do not require a visit to any property.
Internet gaming and the expansion of legalized casino gaming or legalized sports betting in new or existing jurisdictions and on Native American land could result in additional competition that could adversely affect our results of operations. For further details on competition in the gaming industry, see Item 1. Business—Competition .
We have a talented and diverse workforce and believe we have excellent employee relations. We have always understood that our most important asset is our team members. We continue to roll out our “Focus on Family” program to all of our team members to recognize the contribution that every team member has made to the Company.
We have a talented and diverse workforce and believe we have excellent employee relations. We have always understood that our most important asset is our team members. We continue to roll out several initiatives that focus on Team Member growth, development, and wellness making Station Casinos a Top Workplace in Las Vegas.
We compete by focusing on repeat customers and attracting these customers through great service and innovative marketing programs. Our value-oriented, high-quality approach is designed to 10 Table of Contents generate repeat business. Additionally, our casino properties are strategically located and designed to permit convenient access and ample free parking, which are critical factors in attracting local visitors and repeat patrons.
Additionally, our casino properties are strategically located and designed to permit convenient access and ample free parking, which are critical factors in attracting local visitors and repeat patrons.
There can be no assurance that we will be able to retain and motivate our employees. In addition, if we do not effectively execute succession planning and leadership development, our growth and long-term success could be hindered.
In addition, if we do not effectively execute succession planning and leadership development, our growth and long-term success could be hindered. We believe that a loss of the services of our executive officers and/or other personnel could have a material adverse effect on our results of operations.
Seasonality Our cash flows from operating activities are somewhat seasonal in nature. Our operating results are traditionally strongest in the fourth quarter and weakest in the third quarter. Competition Our properties face competition from all other casinos and hotels, as well as restricted gaming locations, in the Las Vegas area, including to some degree, from each other.
We file copyright applications to protect our creative artworks, which are often featured in property branding, as well as our distinctive website content. 10 Table of Contents Seasonality Our cash flows from operating activities are somewhat seasonal in nature. Our operating results are traditionally strongest in the fourth quarter and weakest in the third quarter.
Removed
The Nevada legislature has declared that some corporate acquisitions opposed by management, repurchases of voting securities and corporate defense tactics affecting Nevada corporate gaming licensees, and Registered Corporations that are affiliated with those operations, may be injurious to stable and productive corporate gaming.
Added
Competition Our properties face competition from all other casinos and hotels, as well as restricted gaming locations, in the Las Vegas area, including, to some degree, from each other. We compete by focusing on repeat customers and attracting these customers through great service and innovative marketing programs. Our value-oriented, high-quality approach is designed to generate repeat business.
Removed
In addition, any amendment to or expiration of a tribal-state compact may have an adverse effect on our results of operations or impose additional regulatory or operational burdens.
Added
Any material changes, new laws or regulations or material differences in interpretations by courts or governmental authorities or material regulatory actions, fines, penalties or other actions could adversely affect our business and operating results.
Removed
Federal Reserve cut the federal funds rate three times in 2024 by a total of 100 basis points, the U.S. Federal Reserve held rates steady in their January 2025 meeting and indicated the pause will likely continue for 2025.
Added
Seventy Six Tavern North Lamb and Seventy Six Tavern Aliante are subject to liquor licensing controls and regulations by the North Las Vegas City Council. All liquor licenses are revocable and are, in some jurisdictions, not transferable.
Removed
In May 2018, the United States Supreme Court overturned a law prohibiting states from legalizing sports wagering which has resulted in a substantial expansion of sports betting outside the state of Nevada, including online sports betting.
Added
Our team members have also benefited from the following: • We offer free medical and health benefits to all of our team members making less than $110,000 per year; • We have two on-site medical centers offering free office visits, free generic prescriptions and free lab services for insured team members and their families; • We offer a $0 copay for team members and their dependents to any Intermountain Health Clinic for primary health care needs; • We offer six weeks of paid parental leave (for each employed parent); • We have instituted a paid volunteer day for team members.
Removed
For further details on competition in the gaming industry, see Item 1. Business—Competition . Our success depends on key executive officers and personnel and our ability to attract and retain employees.
Added
The company achieved over 40,000 hours of team member training in 2025; • We have positively impacted our local community through our partnership with several organizations including Three Square and the Clark County School District.
Removed
In 2025 we commenced construction of an expansion project at Durango and we expect to begin development of additional projects in the Las Vegas valley. In 2024 we commenced construction on the North Fork Project.
Added
Additionally, the Company was recognized by Forbes and Statista as one of America’s Best Large Employers for 2026 and by Newsweek as one of America’s Greatest Workplaces in 2025. Available Information We are required to file annual, quarterly and other current reports and information with the Securities and Exchange Commission (“SEC”).
Removed
Budget overruns and delays with respect to the Durango expansion project or the North Fork Project or other expansion and development projects could have a material adverse impact on our results of operations. We may pursue new gaming acquisition and development opportunities and may not be able to recover our investment or successfully expand to additional locations.
Added
If we fail to retain our current employees, it would be difficult and costly to identify, recruit and train replacements needed to continue to conduct and expand our business. There can be no assurance that we will be able to retain and motivate our employees.
Removed
Similarly, future construction and development projects, including but not limited to, the North Fork Project, and acquisitions of other gaming properties and/or operations could require significant additional capital.
Added
We will also be required in the future to refinance our outstanding debt.
Removed
Our ability to effectively operate and grow our business may be constrained if we are unable to borrow additional capital or refinance existing borrowings on reasonable terms.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur Chief Information Security Officer reporting to our Chief Information Officer as well as the Chief Financial Officer has 30 years of information technology experience with eleven of those years working in the cybersecurity field as both an engineer and a director.
Biggest changeOur Chief Information Security Officer reporting to our Chief Information Officer as well as the Chief Financial Officer has 31 years of information technology experience with twelve of those years working in the cybersecurity field as both an engineer and a director.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe opened Barley’s in 1996 and purchased The Greens in 2005 and Wildfire Lanes in 2007. 37 Table of Contents We own 452 acres of developable land comprised of six strategically-located parcels in Las Vegas, each of which is zoned for casino gaming and other commercial uses. We also own one additional site that is being positioned for sale.
Biggest changeWildfire Lanes, which is 50% owned, owns the land and building in Henderson, Nevada used in its operations. We opened Barley’s in 1996 and purchased The Greens in 2005 and Wildfire Lanes in 2007. We own 454 acres of developable land comprising six strategically-located parcels in Las Vegas, each of which is zoned for casino gaming and other commercial uses.
PROPERTIES Substantially all of the property that we own and lease is subject to liens to secure borrowings under our credit agreements and include the following: • Red Rock, which opened in 2006, is situated on approximately 64 acres that we own on the west side of Las Vegas, Nevada. • Green Valley Ranch, which opened in 2001, is situated on approximately 40 acres that we own in Henderson, Nevada. • Durango, which opened in December 2023, is situated on approximately 50 acres that we own in Las Vegas, Nevada. • Palace Station, which opened in 1976, is situated on approximately 30 acres that we own in Las Vegas, Nevada. • Boulder Station, which opened in 1994, is situated on approximately 46 acres that we own on the east side of Las Vegas, Nevada. • Sunset Station, which opened in 1997, is situated on approximately 75 acres that we own in Henderson, Nevada. • Santa Fe Station, which we purchased in 2000, is situated on approximately 39 acres that we own on the northwest side of Las Vegas, Nevada. • Wildfire Rancho, which we purchased in 2003, is situated on approximately five acres that we own in Las Vegas, Nevada. • Wildfire Boulder, which we purchased in 2004, is situated on approximately two acres that we own in Henderson, Nevada. • Wildfire Sunset, which we purchased in 2004, is situated on approximately one acre that we own in Henderson, Nevada. • Wildfire Lake Mead, which we purchased in 2006, is situated on approximately three acres that we own in Henderson, Nevada. • Wildfire Fremont, which we opened in February 2023, is situated on approximately five acres that we own in Las Vegas, Nevada. • Wildfire Valley View and Wildfire Anthem, which we purchased in 2013, lease land and buildings used in their operations in Las Vegas, Nevada and Henderson, Nevada, respectively, from third-party lessors. • Seventy Six Centennial, which we opened in October 2024, leases the land and building used in its operation in North Las Vegas, Nevada. • Seventy Six Aliante, which opened in January 2025, leases the land used in its operation in North Las Vegas, Nevada from a third-party lessor. • Barley’s and The Greens, which are 50% owned, lease the land and buildings in Henderson, Nevada used in their operations from third-party lessors.
PROPERTIES Substantially all of the property that we own and lease is subject to liens to secure borrowings under our credit agreements and include the following: • Red Rock, which opened in 2006, is situated on approximately 64 acres that we own on the west side of Las Vegas, Nevada. • Green Valley Ranch, which opened in 2001, is situated on approximately 40 acres that we own in Henderson, Nevada. • Durango, which opened in December 2023, is situated on approximately 50 acres that we own in Las Vegas, Nevada. • Palace Station, which opened in 1976, is situated on approximately 30 acres that we own in Las Vegas, Nevada. • Boulder Station, which opened in 1994, is situated on approximately 46 acres that we own on the east side of Las Vegas, Nevada. • Sunset Station, which opened in 1997, is situated on approximately 75 acres that we own in Henderson, Nevada. • Santa Fe Station, which we purchased in 2000, is situated on approximately 39 acres that we own on the northwest side of Las Vegas, Nevada. • Wildfire Rancho, which we purchased in 2003, is situated on approximately five acres that we own in Las Vegas, Nevada. • Wildfire Boulder, which we purchased in 2004, is situated on approximately two acres that we own in Henderson, Nevada. • Wildfire Sunset, which we purchased in 2004, is situated on approximately one acre that we own in Henderson, Nevada. • Wildfire Lake Mead, which we purchased in 2006, is situated on approximately three acres that we own in Henderson, Nevada. • Wildfire Fremont, which we opened in February 2023, is situated on approximately five acres that we own in Las Vegas, Nevada. • Wildfire Valley View and Wildfire Anthem, which we purchased in 2013, lease land and buildings used in their operations in Las Vegas, Nevada and Henderson, Nevada, respectively, from third-party lessors. • Seventy Six North Lamb, which we opened in October 2024, leases the land and building used in its operation in North Las Vegas, Nevada. • Seventy Six Aliante, which opened in January 2025, leases the land used in its operation in North Las Vegas, Nevada from a third-party lessor. • Seventy Six Union Village, which opened in January 2026, leases the land and building used in its operation in Henderson, Nevada from a third-party lessor. 37 Table of Contents • Barley’s and The Greens, which are 50% owned, lease the land and buildings in Henderson, Nevada used in their operations from third-party lessors.
From time to time we may acquire additional parcels or sell portions of our existing sites that are not necessary to the development of additional gaming facilities. We have completed a variety of expansion and major renovation projects at our properties. From time to time we also renovate portions of our properties, such as hotel rooms and restaurants. ITEM 3.
We also own one additional site that is being positioned for sale. From time to time we may acquire additional parcels or sell portions of our existing sites that are not necessary to the development of additional gaming facilities. We have completed a variety of expansion and major renovation projects at our properties.
LEGAL PROCEEDINGS We and our subsidiaries are defendants in various lawsuits relating to routine matters incidental to our business. No assurance can be provided as to the outcome of such matters and litigation inherently involves significant risks. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 38 Table of Contents PART II
From time to time we also renovate portions of our properties, such as hotel rooms and restaurants. ITEM 3. LEGAL PROCEEDINGS We and our subsidiaries are defendants in various lawsuits relating to routine matters incidental to our business. No assurance can be provided as to the outcome of such matters and litigation inherently involves significant risks. ITEM 4.
Removed
Wildfire Lanes, which is 50% owned, owns the land and building in Henderson, Nevada used in its operations.
Added
MINE SAFETY DISCLOSURES Not applicable. 38 Table of Contents PART II

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

9 edited+1 added−3 removed21 unchanged
Biggest changeAny work stoppage at one or more of our casino properties or construction projects which may be undertaken, in each case whether or not union driven, could require us to expend significant funds to hire replacement workers, and qualified replacement labor may not be available at reasonable costs, if at all.
Biggest changeWork stoppages, labor problems and unexpected shutdowns may limit our operational flexibility and negatively impact our future profits. Any work stoppage at one or more of our casino properties or construction projects could require us to expend significant funds to hire replacement workers, and qualified replacement labor may not be available at reasonable costs, if at all.
Local 501 and the NLRB are contesting the withdrawal of recognition of Local 501 at Sunset Station, Green Valley Ranch and Red Rock. None of our other casino properties are currently subject to any bargaining obligation, collective bargaining agreement or similar arrangement with any union; however, we believe that organizing efforts are ongoing at this time.
Local 501 and the NLRB are contesting the withdrawal of recognition of Local 501 at Sunset Station, Green Valley Ranch, Red Rock and Palace Station. None of our other casino properties are currently subject to any bargaining obligation, collective bargaining agreement or similar arrangement with any union; however, we believe that organizing efforts are ongoing at this time.
Any violations of anti-money laundering laws or regulations by any of our properties could have an adverse effect on our financial condition, results of operations or cash flows. In June 2024, the U.S. Supreme Court reversed its longstanding approach under the Chevron doctrine, which provided for judicial deference to regulatory agencies.
Any violations of anti- 25 Table of Contents money laundering laws or regulations by any of our properties could have an adverse effect on our financial condition, results of operations or cash flows. In June 2024, the U.S. Supreme Court reversed its longstanding approach under the Chevron doctrine, which provided for judicial deference to regulatory agencies.
Accordingly, there can be no assurance that our casino properties will not ultimately be unionized. Union organization efforts could cause disruptions to our casino properties and discourage patrons from visiting our properties and may cause us to incur significant costs, any of which could have a material adverse effect on our results of operations and financial condition.
Accordingly, there can be no assurance that our casino properties will not ultimately be unionized. 24 Table of Contents Union organization efforts could cause disruptions to our casino properties and discourage patrons from visiting our properties and may cause us to incur significant costs, any of which could have a material adverse effect on our results of operations and financial condition.
As a result of such regulations, we are subject to periodic examinations by the Financial Crimes Enforcement Network (“FinCEN”) and we may be required to pay substantial penalties if we fail to comply with applicable regulations.
As a result of such regulations and supervision, we are subject to periodic examinations by the Financial Crimes Enforcement Network (“FinCEN”) and our gaming regulators and we may be required to pay substantial penalties if we fail to comply with applicable regulations or law.
Local 501 had been recognized as the collective bargaining representative for a unit of slot technicians at Sunset Station, Green Valley Ranch and Red Rock, but we no longer recognize Local 501 as the bargaining representative of those employees at those properties, as each of those properties received a petition indicating that a majority of its bargaining unit employees no longer desired to be represented by Local 501.
In addition, International Union of Operating Engineers, Local 501 (“Local 501”) had been recognized as the collective bargaining representative for a unit of slot technicians at Sunset Station, Green Valley Ranch, Red Rock and Palace Station, but we no longer recognize Local 501 as the bargaining representative of those employees at those properties, as each of those properties received a petition indicating that a majority of its bargaining unit employees no longer desired to be represented by Local 501.
Tax laws are dynamic and subject to change as new laws are passed and new interpretations of the law are issued or applied. In addition, governmental tax authorities are increasingly scrutinizing the tax positions of companies.
In addition, we are subject to various gaming taxes, which are subject to possible increase at any time, and federal income tax. Tax laws are dynamic and subject to change as new laws are passed and new interpretations of the law are issued or applied. In addition, governmental tax authorities are increasingly scrutinizing the tax positions of companies.
If United States or state tax authorities change applicable tax laws, including laws relating to taxation of gaming operations, our overall taxes could increase, and our business, financial condition or results of operations may be adversely impacted. We also deal with significant amounts of cash in our operations and are subject to various reporting and anti-money laundering regulations.
If United States or state tax authorities change applicable tax laws, including laws relating to taxation of gaming operations, our overall taxes could increase, and our business, financial condition or results of operations may be adversely impacted.
In addition, unsuitable activity on our part, on the part of individuals investing in or otherwise involved with us or on the part of our owners, managers or unconsolidated affiliates in any jurisdiction could have a negative effect on our ability to continue operating in other jurisdictions. 25 Table of Contents In addition, we are subject to various gaming taxes, which are subject to possible increase at any time, and federal income tax.
In addition, unsuitable activity on our part, on the part of individuals investing in or otherwise involved with us or on the part of our owners, managers or unconsolidated affiliates in any jurisdiction could have a negative effect on our ability to continue operating in other jurisdictions.
Removed
In addition, slot technicians are represented by the International Union of Operating 24 Table of Contents Engineers, Local 501 (“Local 501”) at Palace Station. We are bargaining with, but have not yet entered into collective bargaining agreements with, the bargaining units represented by Local 501 at this property.
Added
We also deal with significant amounts of cash in our operations and are subject to various reporting and anti-money laundering regulations and the supervision of our gaming regulators.
Removed
Work stoppages, labor problems and unexpected shutdowns may limit our operational flexibility and negatively impact our future profits.
Removed
As a result, a strike or other work stoppage at one of our casino properties or any construction project could have an adverse effect on the business of our casino properties and our financial condition and results of operations.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

16 edited+2 added−1 removed19 unchanged
Biggest changePeriod Total number of shares purchased Average Price Paid per Share Total Number of Shares Purchased as Part of a Publicly Announced Program (1) Approximate Dollar Value That May Yet Be Purchased Under the Program (1) October 1 to October 31, 2024 — $ — — $ 308,970,496 November 1 to November 30, 2024 1,008 $ 51.66 — $ 308,970,496 December 1 to December 31, 2024 — — — $ 308,970,496 Total 1,008 $ 51.66 — $ 308,970,496 _______________________________________________________________ (1) In February 2019, we announced that our board of directors had approved an equity repurchase program authorizing the repurchase of our Class A common stock through open market purchases, negotiated transactions or tender offers.
Biggest changePeriod Total number of shares purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of a Publicly Announced Program (2) Approximate Dollar Value That May Yet Be Purchased Under the Program (2) October 1 to October 31, 2025 247,754 $ 53.54 247,754 $ 559,270,001 November 1 to November 30, 2025 633,153 55.11 632,145 524,376,850 December 1 to December 31, 2025 — — — 524,376,850 Total 880,907 $ 54.67 879,899 $ 524,376,850 _______________________________________________________________ (1) We repurchased 1,008 shares of Class A common stock which were withheld in satisfaction of tax withholding obligations on vested restricted stock.
Results of Operations The following table presents information about our results of operations for the year ended December 31, 2024 compared to 2023 (dollars in thousands). Information about our results of operations for the year ended December 31, 2023 compared to 2022 can be found in Part II,
Results of Operations The following table presents information about our results of operations for the year ended December 31, 2025 compared to 2024 (dollars in thousands). Information about our results of operations for the year ended December 31, 2024 compared to 2023 can be found in Part II,
Stock Performance Graph The following graph for the period beginning on December 31, 2019 and ending on December 31, 2024 compares the cumulative total stockholder return on our Class A common stock with the cumulative total return on the Standard & Poor’s MidCap 400 Index (“S&P MidCap 400”) and the Standard & Poor’s Composite 1500 Casinos & Gaming Index (“S&P Composite 1500 Casinos & Gaming”).
Stock Performance Graph The following graph for the period beginning on December 31, 2020 and ending on December 31, 2025 compares the cumulative total stockholder return on our Class A common stock with the cumulative total return on the Standard & Poor’s MidCap 400 Index (“S&P MidCap 400”) and the Standard & Poor’s Composite 1500 Casinos & Gaming Index (“S&P Composite 1500 Casinos & Gaming”).
Holders At February 14, 2025, there were 12 holders of record of our Class A common stock, although we believe there are a significantly larger number of beneficial owners of our Class A common stock because many shares are held by brokers and other institutions on behalf of stockholders.
Holders At February 9, 2026, there were 12 holders of record of our Class A common stock, although we believe there are a significantly larger number of beneficial owners of our Class A common stock because many shares are held by brokers and other institutions on behalf of stockholders.
At December 31, 2024, we held 58% of the economic interests and 100% of the voting power in Station Holdco, subject to certain limited exceptions, and we are designated as the sole managing member of both Station Holdco and Station LLC.
At December 31, 2025, we held 59% of the economic interests and 100% of the voting power in Station Holdco, subject to certain limited exceptions, and we are designated as the sole managing member of both Station Holdco and Station LLC.
Dividends During the years ended December 31, 2024 and 2023, we declared and paid quarterly cash dividends totaling $1.00 per share to Class A common stockholders. In addition, in March 2024, we paid a special cash dividend of $1.00 per share to Class A common stockholders.
Dividends During the years ended December 31, 2025 and 2024, we declared and paid quarterly cash dividends totaling $1.01 per share and $1.00 per share, respectively, to Class A common stockholders. In addition, in May 2025 and March 2024, we paid a special cash dividend of $1.00 per share to Class A common stockholders.
See Note 11 to the Consolidated Financial Statements for additional information about dividends.
See Note 10 to the Consolidated Financial Statements for additional information about dividends.
The median price of an existing single-family home in Las Vegas was $475,000 at December 31, 2024, up 5.6% as compared to December 31, 2023, according to the Las Vegas Realtors®. In addition, the Las Vegas metropolitan area population continues to grow, posting a 1.9% growth rate in 2024 over the prior year.
The median price of an existing single-family home in Las Vegas was $470,000 at December 31, 2025, down 1.1% as compared to December 31, 2024, according to the Las Vegas Realtors®. In addition, the Las Vegas metropolitan area population continues to grow, posting a 1.6% growth rate in 2025 over the prior year.
We have continued to experience favorable customer trends, including strong carded slot play, strong customer engagement and robust spend per visit across the majority of our properties. These trends, in combination with our operational discipline and our focus on our core local guests, as well as regional and out of town guests, continued to drive consistent operating results in 2024.
We have continued to experience favorable customer trends, including strong carded slot play and robust visitation and net theoretical win across the majority of our properties. These trends, in combination with our operational discipline and our focus on our core local guests, as well as regional and out of town guests, continued to drive strong operating results in 2025.
As of December 2024, the unemployment rate in the Las Vegas metropolitan area was 5.9%, up from 5.3% in December 2023. Statewide, the unemployment rate for December 2024 was 5.7%, as compared to 5.4% in December 2023.
As of December 2025, the unemployment rate in the Las Vegas metropolitan area was 5.2%, down from 5.9% in December 2024. Statewide, the unemployment rate for December 2025 was 5.2%, as compared to 5.7% in December 2024.
On February 11, 2025, we announced that our board of directors declared a quarterly cash dividend of $0.25 per share of Class A common stock, to be paid on March 31, 2025 to shareholders of record as of March 17, 2025.
On February 10, 2026, we announced that our board of directors declared a quarterly cash dividend of $0.26 per share of Class A common stock, to be paid on March 31, 2026 to stockholders of record as of March 16, 2026.
At December 31, 2024, the remaining amount authorized for repurchases under the program was $309.0 million. 39 Table of Contents Recent Sales of Unregistered Securities —None.
At December 31, 2025, the remaining amount authorized for repurchases under the program was $524.4 million. Recent Sales of Unregistered Securities —None.
Station LLC is a gaming, development and management company established in 1976 that owns and operates seven major gaming and entertainment facilities and 12 smaller casinos (three of which are 50% owned) in the Las Vegas regional market. In December 2023, we opened Durango Casino & Resort (“Durango”).
Station LLC is a gaming, development and management company established in 1976 that owns and operates seven major gaming and entertainment facilities and 13 smaller casinos (three of which are 50% owned) in the Las Vegas regional market. As of December 31, 2025, we offered 16,553 slot machines, 328 table games and 2,734 hotel rooms in the Las Vegas market.
Issuer Purchases of Equity Securities During the three months ended December 31, 2024, we repurchased shares of Class A common stock which were withheld in satisfaction of tax withholding obligations on vested restricted stock. The following table provides information with respect to purchases by the Company of shares of its common stock during the fourth quarter of 2024.
Issuer Purchases of Equity Securities The following table provides information with respect to purchases by the Company of shares of its common stock during the fourth quarter of 2025.
On August 4, 2022, our board of directors increased the authorization for repurchases of Class A common stock under the program by $300.0 million, resulting in total repurchase authorization of $600.0 million. On May 2, 2024, our board of directors extended the expiration date of the equity repurchase program to December 31, 2025.
On October 27, 2025, our board of directors extended the expiration date of the equity repurchase program to December 31, 2027 and authorized the repurchase of an additional $300.0 million of Class A common stock, increasing the total repurchase authorization to 39 Table of Contents $900.0 million.
Cumulative Total Return December 31, 2019 2020 2021 2022 2023 2024 Red Rock Resorts, Inc. $ 100.00 $ 105.83 $ 247.08 $ 188.39 $ 256.56 $ 230.69 S&P MidCap 400 100.00 113.66 141.80 123.28 143.54 163.54 S&P Composite 1500 Casinos & Gaming 100.00 115.48 113.77 90.05 104.02 97.42 40 Table of Contents Past stock price performance is not necessarily indicative of future results.
Cumulative Total Return December 31, 2020 2021 2022 2023 2024 2025 Red Rock Resorts, Inc. $ 100.00 $ 233.46 $ 178.01 $ 242.42 $ 217.97 $ 303.86 S&P MidCap 400 100.00 124.76 108.47 126.29 143.88 154.68 S&P Composite 1500 Casinos & Gaming 100.00 98.52 77.98 90.08 84.37 91.49 40 Table of Contents Past stock price performance is not necessarily indicative of future results.
Removed
As of December 31, 2024, we offered 16,447 slot machines, 320 table games and 3,030 hotel rooms in the Las Vegas market.
Added
In addition, on February 10, 2026, we announced that we would pay a special cash dividend of $1.00 per share of Class A common stock, to be paid on February 27, 2026, to stockholders of record as of February 20, 2026.
Added
(2) Our board of directors has approved an equity repurchase program authorizing the repurchase of our Class A common stock through open market purchases, negotiated transactions or tender offers.

Item 7. Management's Discussion & Analysis

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

46 edited+18 added−5 removed13 unchanged
Biggest changeYear Ended December 31, 2024 2023 Percent change Net revenues $ 1,939,011 $ 1,724,086 12.5% Operating income 568,691 558,688 1.8% Casino revenues 1,277,249 1,132,154 12.8% Casino expenses 354,597 293,993 20.6% Margin 72.2 % 74.0 % Food and beverage revenues 360,388 313,619 14.9% Food and beverage expenses 295,193 244,786 20.6% Margin 18.1 % 21.9 % Room revenues 200,517 183,103 9.5% Room expenses 63,768 55,064 15.8% Margin 68.2 % 69.9 % Other revenues 100,857 95,210 5.9% Other expenses 30,669 32,549 (5.8)% Selling, general and administrative expenses 432,276 374,494 15.4% Percent of net revenues 22.3 % 21.7 % Depreciation and amortization 187,112 132,536 41.2% Write-downs and other, net 6,705 31,976 n/m Interest expense, net 228,804 181,023 26.4% Loss on extinguishment/modification of debt 14,402 — n/m Net income attributable to noncontrolling interests 137,241 161,772 (15.2)% Provision for income tax 36,914 42,984 (14.1)% Net income attributable to Red Rock 154,051 176,004 (12.5)% ________________________________________________ n/m = not meaningful We view each of our Las Vegas casino properties as an individual operating segment.
Biggest changeYear Ended December 31, 2025 2024 Percent change Net revenues $ 2,011,483 $ 1,939,011 3.7% Operating income 597,427 568,691 5.1% Casino revenues 1,340,529 1,277,249 5.0% Casino expenses 361,663 354,597 2.0% Margin 73.0 % 72.2 % Food and beverage revenues 362,424 360,388 0.6% Food and beverage expenses 299,634 295,193 1.5% Margin 17.3 % 18.1 % Room revenues 190,128 200,517 (5.2)% Room expenses 63,684 63,768 (0.1)% Margin 66.5 % 68.2 % Other revenues 100,770 100,857 (0.1)% Other expenses 31,327 30,669 2.1% Development fees 17,632 — n/m Selling, general and administrative expenses 441,324 432,276 2.1% Percent of net revenues 21.9 % 22.3 % Depreciation and amortization 197,405 187,112 5.5% Write-downs and other, net 19,019 6,705 n/m Interest expense, net 201,876 228,804 (11.8)% Loss on extinguishment/modification of debt 25 14,402 n/m Change in fair value of derivative instruments 4,288 (274) n/m Gain on Native American development 8,476 — n/m Net income attributable to noncontrolling interests 167,604 137,241 22.1% Provision for income tax 46,650 36,914 26.4% Net income attributable to Red Rock 188,066 154,051 22.1% ________________________________________________ n/m = not meaningful 43 Table of Contents We view each of our Las Vegas casino properties as an individual operating segment.
On March 14, 2024, we completed a series of refinancing transactions pursuant to which we entered into an amended and restated credit agreement (the “Credit Agreement”) for the New Term Loan B Facility (as defined below) and issued $500.0 million of 6.625% senior notes due 2032 (the “6.625% Senior Notes”).
On March 14, 2024, we completed a series of refinancing transactions pursuant to which we entered into an amended and restated credit agreement (the “Credit Agreement”) for the Term Loan B Facility (as defined below) and issued $500.0 million of 6.625% senior notes due 2032 (the “6.625% Senior Notes”).
For the year ended December 31, 2024, write-downs and other, net was an expense of $6.7 million, primarily comprising business innovation development expenses of $3.5 million, $1.3 million in development and preopening expenses (including refunds for previously expensed development costs of $5.8 million) and loss on asset disposals of $1.2 million.
For the year ended December 31, 2024, write-downs and other, net was an expense of $6.7 million, primarily comprising business innovation and development expenses of $3.5 million, $1.3 million in development and preopening expenses (including refunds for previously expensed development costs of $5.8 million) and loss on asset disposals of $1.2 million. Interest Expense, net.
On December 18, 2024, Station LLC entered into the Amendment to reduce the interest rate margins applicable to the Company’s existing New Term Loan B Facility. Such applicable margin is 2.00% per annum in the case of any Term SOFR loan and 1.00% in the case of any base rate loan.
On December 18, 2024, Station LLC entered into the Amendment to reduce the interest rate margins applicable to the Company’s existing Term Loan B Facility. Such applicable margin is 2.00% per annum in the case of any Term SOFR loan and 1.00% in the case of any base rate loan.
On December 18, 2024, Station LLC entered into the first amendment to the Credit Agreement (the “Amendment”) to reduce the interest rate margins applicable to the New Term Loan B Facility.
On December 18, 2024, Station LLC entered into the first amendment to the Credit Agreement (the “Amendment”) to reduce the interest rate margins applicable to the Term Loan B Facility.
The interest rate collars, which have a total notional amount of $750.0 million, include a Term SOFR cap of 5.25% and a weighted average Term SOFR floor of 2.89%. The interest rate collars became effective in April 2024 and will mature in April 2029. See Note 9 to the Consolidated Financial Statements for additional information about our derivative instruments.
The interest rate collars, which have a total notional amount of $750.0 million, include a Term SOFR cap of 5.25% and a weighted average Term SOFR floor of 2.89%. The interest rate collars became effective in April 2024 and will mature in April 2029. See Note 8 to the Consolidated Financial Statements for additional information about our derivative instruments.
Other payment obligations include salaries, wages and employee benefits, service contracts, property taxes, insurance, federal income taxes and other obligations. At December 31, 2024, $1.7 billion of the borrowings under our credit agreements were based on variable rates, primarily SOFR.
Other payment obligations include salaries, wages and employee benefits, service contracts, property taxes, insurance, federal income taxes and other obligations. At December 31, 2025, $1.7 billion of the borrowings under our credit agreements were based on variable rates, primarily SOFR.
Interest on the 6.625% Senior Notes is paid every six months in arrears on March 15 and September 15, and commenced on September 15, 2024. See Note 8 to the Consolidated Financial Statements for additional information about our long-term debt.
Interest on the 6.625% Senior Notes is paid every six months in arrears on March 15 and September 15, and commenced on September 15, 2024. See Note 7 to the Consolidated Financial Statements for additional information about our long-term debt.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 21, 2024.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 21, 2025.
Station LLC maintains its borrowing availability under its revolving credit facility, subject to continued compliance with the terms of the credit facility. See Note 8 to the Consolidated Financial Statements for more information about our long-term debt.
Station LLC maintains its borrowing availability under its revolving credit facility, subject to continued compliance with the terms of the credit facility. See Note 7 to the Consolidated Financial Statements for more information about our long-term debt.
The New Revolving Credit Facility will mature on March 14, 2029 and the New Term Loan B Facility will mature on March 14, 2031.
The Revolving Credit Facility will mature on March 14, 2029 and the Term Loan B Facility will mature on March 14, 2031.
We cannot predict the SOFR or base rate interest rates that will be in effect in the future, and actual rates will vary, which will impact our interest cost. Based on our outstanding borrowings at December 31, 2024, an assumed 1% increase in variable interest rates would cause our annual interest cost to increase by approximately $17.1 million. See
We cannot predict the SOFR or base rate interest rates that will be in effect in the future, and actual rates will vary, which will impact our interest cost. Based on our outstanding borrowings at December 31, 2025, an assumed 1% increase in variable interest rates would cause our annual interest cost to increase by approximately $17.3 million. See
We expect that interest rates on our credit facility will continue to vary in response to macroeconomic conditions. Based on our outstanding borrowings at December 31, 2024, an assumed 1% increase in variable interest rates would cause our annual interest rate cost to increase by approximately $17.1 million.
We expect that interest rates on our credit facility will continue to vary in response to macroeconomic conditions. Based on our outstanding borrowings at December 31, 2025, an assumed 1% increase in variable interest rates would cause our annual interest rate cost to increase by approximately $17.3 million.
Borrowings under the Credit Facilities bear interest at a rate per annum, at our option, equal to either the forward-looking Secured Overnight Financing Rate term (“Term SOFR”) or a base rate determined by reference to the highest of (i) the federal funds rate plus 0.50%, (ii) the administrative agent’s “prime rate” and (iii) the one-month Term SOFR plus 1.00%, in each case plus an applicable margin.
Borrowings under the Credit Facility bear interest at a rate per annum, at our option, equal to either the forward-looking Secured Overnight Financing Rate term (“Term SOFR”) or a base 48 Table of Contents rate determined by reference to the highest of (i) the federal funds rate plus 0.50%, (ii) the administrative agent’s “prime rate” and (iii) the one-month Term SOFR plus 1.00%, in each case plus an applicable margin.
Prior to the Amendment, the New Term Loan B Facility applicable margin was 2.25% per annum in the case of any Term SOFR loan and 1.25% in the case of any base rate loan. 47 Table of Contents In April 2024, we entered into two zero cost interest rate collars to manage our exposure to interest rate movements associated with our variable interest rate debt.
Prior to the Amendment, the Term Loan B Facility applicable margin was 2.25% per annum in the case of any Term SOFR loan and 1.25% in the case of any base rate loan. In April 2024, we entered into two zero cost interest rate collars to manage our exposure to interest rate movements associated with our variable interest rate debt.
Adjusted EBITDA for the years ended December 31, 2024 and 2023 includes net income plus depreciation and amortization, share-based compensation, write-downs and other, net (including gains and losses on asset disposals, development and preopening expense, business innovation and technology enhancements, demolition costs and non-routine items), interest expense, net, loss on extinguishment/modification of debt, change in fair value of derivative instruments and provision for income tax.
Adjusted EBITDA for the years ended December 31, 2025 and 2024 includes net income plus depreciation and amortization, share-based compensation, write-downs and other, net (including gains and losses on asset disposals, development and preopening expense, business innovation and technology enhancements and non-routine items), interest expense, net, loss on extinguishment/modification of debt, change in fair value of derivative instruments, gain on Native American Development and provision for income tax.
For the years ended December 31, 2024 and 2023, the difference between the statement of income for Station LLC and its consolidated subsidiaries and the statement of income for the Holding Company is that the Holding Company had a net loss of $34.6 million and $42.0 million, respectively, primarily representing provision for income tax.
For the years ended December 31, 2025 and 2024, the difference between the statement of income for Station LLC and its consolidated subsidiaries and the statement of income for the Holding Company is that the Holding Company had a net loss of $44.6 million and $34.6 million, respectively, primarily representing provision for income tax.
At December 31, 2024, the difference between the balance sheet for Station LLC and its consolidated subsidiaries and the balance sheet for the Holding Company is that the Holding Company had cash of $4.2 million, $56.4 million of deferred tax assets, net, and a $53.9 million note receivable from Station LLC, which are solely assets of the Holding Company, and liabilities that are solely the Holding Company’s, consisting of a $20.4 million liability under the TRA, of which $1.4 million is expected to be paid in the next twelve months and $5.5 million of other liabilities.
At December 31, 2025, the difference between the balance sheet for Station LLC and its consolidated subsidiaries and the balance sheet for the Holding Company is that the Holding Company had cash of $2.6 million, $34.9 million of deferred tax assets, net, and a $25.6 million note receivable from Station LLC, which are solely assets of the Holding Company, and liabilities that are solely the Holding Company’s, consisting of $2.3 million in income tax payable, a $20.6 million liability under the TRA, of which $1.2 million is expected to be paid in the next twelve months and $5.4 million of other liabilities.
At December 31, 2024, $1.7 billion of borrowings under the credit agreements were based on variable interest rates, primarily the Secured Overnight Financing Rate (“SOFR”), plus applicable margins of 1.50% to 2.00%, and the SOFR rate applicable to our outstanding SOFR-based borrowings was 4.36% to 4.38%.
At December 31, 2025, $1.7 billion of borrowings under the credit agreements were based on variable interest rates, primarily the Secured Overnight Financing Rate (“SOFR”), plus applicable margins of 1.50% to 2.00%, and the SOFR rate applicable to our outstanding SOFR-based borrowings was 5.22% to 5.72%.
As a percentage of net revenue, SG&A expenses for the year ended December 31, 2024 were effectively flat as compared to the prior year as we continued to focus on operational efficiencies and cost control. 44 Table of Contents Depreciation and Amortization.
As a percentage of net revenue, SG&A expenses for the year ended December 31, 2025 were effectively flat as compared to the prior year as we continued to focus on operational efficiencies and cost control. Depreciation and Amortization. Depreciation and amortization expense for the year ended December 31, 2025 increased to $197.4 million as compared to $187.1 million for 2024.
On March 14, 2024, Station LLC entered into the Credit Agreement, which amended and restated the existing credit agreement and pursuant to which Station LLC repaid all loans outstanding under the existing credit agreement and (a) incurred (i) a new senior secured term “B” loan facility in an aggregate principal amount of $1.57 billion (the “New Term Loan B Facility” and the term “B” loans funded thereunder, the “New Term B Loan”) and (ii) a new senior secured revolving credit facility in an aggregate principal amount of $1.1 billion (the “New Revolving Credit Facility” and, together with the New Term Loan B Facility, the “Credit Facilities”), and (b) made certain other amendments to the existing credit agreement, including the extinguishment of the existing term loan “A” facility.
On March 14, 2024, Station LLC entered into the Credit Agreement, which amended and restated the existing credit agreement and pursuant to which Station LLC repaid all loans outstanding under the existing credit agreement and (a) incurred (i) a senior secured term “B” loan facility in an aggregate principal amount of $1.57 billion (the “Term Loan B Facility”) and (ii) a senior secured revolving credit facility with a borrowing capacity of up to $1.1 billion (the “Revolving Credit Facility” and, together with the Term Loan B Facility, the “Credit Facility”).
Our anticipated uses of cash for 2025 include (i) approximately $375.0 million to $425.0 million for capital expenditures, (ii) approximately $20.0 million for construction advances on the North Fork Project (iii) required principal and interest payments totaling approximately $52.9 million and $201.2 million, respectively, on Station LLC’s indebtedness, (iv) dividends to our Class A common stockholders, and (v) distributions to noncontrolling interest holders of Station Holdco, including “tax distributions”, which may be made quarterly when required and in amounts that may vary from quarter to quarter.
Our anticipated uses of cash for 2026 include (i) approximately $375.0 million to $425.0 million for capital expenditures, (ii) required principal and interest payments totaling approximately $17.2 million and $189.5 million, respectively, on Station LLC’s indebtedness, (iii) dividends to our Class A common stockholders, including approximately $59.1 million to be paid in February 2026 and approximately $15.4 million to be paid in March 2026, and (iv) distributions to noncontrolling interest holders of Station Holdco, including approximately $45.9 million to be paid in February 2026, approximately $12.0 million to be paid in March 2026 and including “tax distributions”, which may be made quarterly when required and in amounts that may vary from quarter to quarter.
At December 31, 2024, we had $164.4 million in cash and cash equivalents, and Station LLC’s borrowing availability under its revolving credit facility was $897.7 million, which was net of $155.0 million in outstanding borrowings and $47.3 million in outstanding letters of credit and similar obligations.
At December 31, 2025, we had $142.5 million in cash and cash equivalents, and Station LLC’s borrowing availability under its revolving credit facility was $898.2 million, which was net of $155.0 million in outstanding borrowings and $46.8 million in outstanding letters of credit and similar obligations.
At December 31, 2023, the Holding Company had cash of $0.2 million, $14.4 million of income tax receivable, $43.4 million of deferred tax assets, net, $34.0 million note receivable from Station LLC, a $22.1 million liability under the TRA, of which $1.7 million was current and $3.3 million of other liabilities.
At December 31, 2024, the Holding Company had cash of $4.2 million, $56.4 million of deferred tax assets, net, $53.9 million note receivable from Station LLC, a $20.4 million liability under the TRA, of which $1.4 million was current and $5.5 million of other liabilities.
We are not liable for income tax on the noncontrolling interests’ share of Station Holdco’s taxable income or benefit from a taxable loss, and therefore our effective tax rate of 11.2% and 11.3% for the years ended December 31, 2024 and 2023, respectively, was less than the statutory rate. 45 Table of Contents Adjusted EBITDA Adjusted EBITDA for the years ended December 31, 2024 and 2023 and a reconciliation of our consolidated net income to Adjusted EBITDA are presented below (amounts in thousands).
We are not liable for income tax on the noncontrolling interests’ share of Station Holdco’s taxable income or benefit from a taxable loss, and therefore our effective tax rate of 11.6% and 11.2% for the years ended December 31, 2025 and 2024, respectively, was less than the statutory rate.
For 2024, slot handle increased by 9.5%, table games drop increased by 41.4% and race and sports write was flat, all as compared to 2023. Our slot hold for 2024 was consistent compared to 2023, while our table games hold decreased 1.1% and our race and sports hold decreased 1.4%, both as compared to 2023.
For 2025, slot handle increased by 3.9%, while table games drop and race and sports write each decreased by 3.2%, all as compared to 2024. Our slot hold and table games hold for 2025 was consistent compared to 2024, while our race and sports hold increased 2.0%, as compared to 2024.
The following table presents summarized information about our interest expense (amounts in thousands): Year Ended December 31, 2024 2023 Interest cost, net of interest income $ 221,405 $ 201,243 Amortization of debt discount and debt issuance costs 7,399 9,608 Capitalized interest — (29,828) Interest expense, net $ 228,804 $ 181,023 Interest expense, net, for the year ended December 31, 2024 was $228.8 million, an increase of 26.4% as compared to $181.0 million for 2023.
The following table presents summarized information about our interest expense (amounts in thousands): Year Ended December 31, 2025 2024 Interest cost, net of interest income $ 198,436 $ 221,405 Amortization of debt discount and debt issuance costs 7,136 7,399 Capitalized interest (3,696) — Interest expense, net $ 201,876 $ 228,804 Interest expense, net, for the year ended December 31, 2025 was $201.9 million, a decrease of 11.8% as compared to $228.8 million for 2024.
Information about our hotel operations is presented below: Year Ended December 31, 2024 2023 Occupancy 87.8 % 87.4 % Average daily rate $ 204.00 $ 199.54 Revenue per available room $ 179.19 $ 174.47 Our ADR improved by 2.2% and our revenue per available room improved by 2.7% for 2024 as compared to 2023.
Information about our hotel operations is presented below: Year Ended December 31, 2025 2024 Occupancy 89.4 % 87.8 % Average daily rate $ 197.91 $ 204.00 Revenue per available room $ 176.90 $ 179.19 Our ADR decreased by 3.0% and our revenue per available room decreased by 1.3% for 2025 as compared to 2024.
Our Durango property primarily drove the increase in operating income for the year ended December 31, 2024, as compared to the prior year. Additional information about factors impacting our operating income is discussed below. Casino. As described under Net Revenues above, our casino revenues increased by 12.8% for the year ended December 31, 2024 as compared to 2023.
For the year ended December 31, 2024 our operating income was $568.7 million. Additional information about factors impacting our operating income is discussed below. Casino. As described under Net Revenues above, our casino revenues increased by 5.0% for the year ended December 31, 2025 as compared to 2024.
We have two reportable segments, the Las Vegas operations segment includes all of our Las Vegas area casino properties and the Native American management segment includes our Native American management activities. There was no Native American management activity in the current or prior year.
We have two reportable segments, the Las Vegas operations segment includes all of our Las Vegas area casino properties and the Native American segment includes our Native American arrangements.
Station Holdco is treated as a partnership for income tax reporting and Station Holdco’s members are liable for federal, state and local income taxes based on their share of Station Holdco’s taxable income.
For the years ended December 31, 2025 and 2024, we recognized income tax expense of $46.7 million and $36.9 million, respectively. Station Holdco is treated as a partnership for income tax reporting and Station Holdco’s members are liable for federal, state and local income taxes based on their share of Station Holdco’s taxable income.
See “Financial Condition, Capital Resources and Liquidity” below and Note 8 to the Consolidated Financial Statements for additional information about the refinancing transactions as well as our other long-term debt. Net Income Attributable to Noncontrolling Interests .
See “Financial Condition, Capital Resources and Liquidity” below and Note 7 to the Consolidated Financial Statements for additional information about the refinancing transactions as well as our other long-term debt. 45 Table of Contents Change in Fair Value of Derivative Instruments.
It should be noted that not all gaming companies that report EBITDA or adjustments to this measure may calculate EBITDA or such adjustments in the same manner as we do, and therefore, our measure of Adjusted EBITDA may not be comparable to similarly titled measures used by other gaming companies. 46 Table of Contents Holding Company Financial Information The indentures governing the 4.50% Senior Notes, the 4.625% Senior Notes and the 6.625% Senior Notes contain certain covenants that require Station LLC to furnish to the holders of the respective series of notes certain annual and quarterly financial information relating to Station LLC and its subsidiaries.
It should be noted that not all gaming companies that report EBITDA or adjustments to this measure may calculate EBITDA or such adjustments in the same manner as we do, and 47 Table of Contents therefore, our measure of Adjusted EBITDA may not be comparable to similarly titled measures used by other gaming companies.
Year Ended December 31, 2024 2023 Net revenues Las Vegas operations $ 1,926,128 $ 1,709,951 Corporate and other 12,883 14,135 Net revenues $ 1,939,011 $ 1,724,086 Net income $ 291,292 $ 337,776 Adjustments Depreciation and amortization 187,112 132,536 Share-based compensation 30,945 19,673 Write-downs and other, net 6,705 31,976 Interest expense, net 228,804 181,023 Loss on extinguishment/modification of debt 14,402 — Change in fair value of derivative instruments (274) — Provision for income tax 36,914 42,984 Adjusted EBITDA $ 795,900 $ 745,968 Adjusted EBITDA Las Vegas operations $ 879,360 $ 818,820 Corporate and other (83,460) (72,852) Adjusted EBITDA $ 795,900 $ 745,968 The year-over-year changes in Adjusted EBITDA were due to the factors described under Results of Operations above.
Year Ended December 31, 2025 2024 Net revenues Las Vegas operations $ 1,981,782 $ 1,926,128 Native American 17,632 — Reportable segment net revenues 1,999,414 1,926,128 Corporate and other 12,069 12,883 Net revenues $ 2,011,483 $ 1,939,011 Net income $ 355,670 $ 291,292 Adjustments Depreciation and amortization 197,405 187,112 Share-based compensation 32,134 30,945 Write-downs and other, net 19,019 6,705 Interest expense, net 201,876 228,804 Loss on extinguishment/modification of debt 25 14,402 Change in fair value of derivative instruments 4,288 (274) Gain on Native American development (8,476) — Provision for income tax 46,650 36,914 Adjusted EBITDA $ 848,591 $ 795,900 Adjusted EBITDA Las Vegas operations $ 915,884 $ 879,360 Native American 17,632 — Corporate and other (84,925) (83,460) Adjusted EBITDA $ 848,591 $ 795,900 The year-over-year changes in Adjusted EBITDA were due to the factors described under Results of Operations above.
The increase in interest expense, net was primarily due to capitalized interest in the prior year as well as an increase in borrowings for the current year.
The decrease in interest expense, net was primarily due to a decrease in interest rates and borrowings for the current year.
Our occupancy rate for the year ended December 31, 2024 was in-line with the prior year. Other. Other primarily represents revenues from tenant leases, retail outlets, bowling, spas and entertainment, and their corresponding expenses. For the year ended December 31, 2024, other revenues increased by 5.9% as compared to the prior year, primarily driven by additional leased outlets.
Other primarily represents revenues from tenant leases, retail outlets, bowling, spas and entertainment, and their corresponding expenses. For the year ended December 31, 2025, other revenues was consistent compared to 2024. Other expenses increased by 2.1% as compared to the prior year, primarily due to employee-related costs. Selling, General and Administrative (“SG&A”).
For the year ended December 31, 2024, food and beverage revenue increased by 14.9% as compared to 2023, primarily due to additional food and beverage offerings. For 2024, the average guest check increased by 10.4% and the number of restaurant guests served increased by 8.6% as compared to 2023.
For the year ended December 31, 2025, food and beverage revenues were consistent as compared to 2024. For 2025, the number of restaurant guests served increased by 5.2% while the average guest check decreased by 4.4%, both as compared to 2024.
We also aggregate our Native American management activities into one reportable segment. There was no Native American management activity for the years ended December 31, 2024 and 2023. The results of operations of our Las Vegas operations are discussed in the remaining sections below. 43 Table of Contents Net Revenues.
We also aggregate our Native American arrangements into one reportable segment. The results of operations for our Native American segment are discussed in the sections titled “Development Fees” and “Gain on Native American Development” below. The results of operations of our Las Vegas operations segment are discussed in the remaining sections below. Net Revenues.
Casino expenses increased by 20.6% for the year ended December 31, 2024 as compared to the prior year, primarily due to the opening of our Durango property. Food and Beverage. Food and beverage includes revenue and expenses from restaurants, bars and catering.
Casino expenses increased by 2.0% for the year ended December 31, 2025 as compared to the prior year, primarily due to higher gaming taxes and employee-related costs, partially offset by bad debt recoveries and lower participation fees as a result of our finance leases. Food and Beverage. Food and beverage includes revenue and expenses from restaurants, bars and catering.
Net income attributable to noncontrolling interests for the years ended December 31, 2024 and 2023 represented the portion of net income attributable to the ownership interest in Station Holdco not held by us. Provision for Income Tax. For the years ended December 31, 2024 and 2023, we recognized income tax expense of $36.9 million and $43.0 million, respectively.
Net income attributable to noncontrolling interests for the years ended December 31, 2025 and 2024 represented the portion of net income attributable to the ownership interest in Station Holdco not held by us. 46 Table of Contents Adjusted EBITDA Adjusted EBITDA for the years ended December 31, 2025 and 2024 and a reconciliation of our consolidated net income to Adjusted EBITDA are presented below (amounts in thousands).
Food and beverage expenses for the year ended December 31, 2024 as compared to the prior year increased by 20.6%, primarily due to the opening of our Durango property. Room. For the year ended December 31, 2024 as compared to 2023, room revenues increased by 9.5% and room expenses increased by 15.8%.
Food and beverage expenses increased 1.5% for the year ended December 31, 2025 as compared to the prior year, primarily due to employee-related costs. Room. For the year ended December 31, 2025 as compared to 2024, room revenues decreased by 5.2% primarily due to hotel renovations at Green Valley Ranch.
Write-downs and other, net, include gains and losses on asset disposals, demolition and other costs associated with properties that were permanently closed, development and preopening expenses, business innovation and technology enhancements, contract termination costs and non-routine items.
The increase for 2025 was primarily due to new assets placed in service. Write-downs and other, net. Write-downs and other, net, include gains and losses on asset disposals, development and preopening expenses, business innovation and technology enhancements and non-routine items.
For the year ended December 31, 2023, write-downs and other, net was an expense of $32.0 million, primarily comprising $53.4 million in development and preopening expenses, $10.1 million of demolition costs associated with properties that were permanently closed and $4.0 million in business innovation development expenses, partially offset by net gains on land sales of $38.6 million. Interest Expense, net.
For the year ended December 31, 2025, write-downs and other, net was an expense of $19.0 million, primarily comprising a charitable contribution of $7.5 million, development and preopening expenses of $4.1 million and $2.1 million in business innovation development expenses.
The increase in SG&A expenses as compared to the prior year was primarily due to expenses associated with the opening of our Durango property and higher employee-related costs as a result of wage increases.
SG&A expenses increased by 2.1% to $441.3 million for the year ended December 31, 2025 as compared to $432.3 million for the prior year. The increase in SG&A expenses as compared to the prior year was primarily due to higher employee-related costs.
Net revenues for the year ended December 31, 2024 increased by $214.9 million to $1.94 billion as compared to $1.72 billion for the year ended December 31, 2023. The primary contributor to our year over year increase is our Durango property which opened on December 5, 2023.
Net revenues for the year ended December 31, 2025 increased by $72.5 million to $2.01 billion as compared to $1.94 billion for the year ended December 31, 2024. Certain of our properties experienced construction disruption associated with renovations and build out of new amenities.
We achieved year over year growth of 12.8%, 14.9%, 9.5% and 5.9% in casino revenue, food and beverage, room and other revenues, respectively. Operating Income. For the year ended December 31, 2024 our operating income was $568.7 million. For the year ended December 31, 2023 our operating income was $558.7 million.
For the year ended December 31, 2025, we achieved year over year growth of 5.0% for casino revenues, while our food and beverage and other revenues remained consistent and our room revenues decreased by 5.2%, all as compared to the prior year period.
Removed
The opening of Durango resulted in cannibalization at our other properties in line with our expectations, primarily at Red Rock. In addition, certain of our properties experienced disruption from traffic improvements and construction disruption associated with renovations and new amenities.
Added
In addition, during the year ended December 31, 2025, we recognized development fee revenues of $17.6 million, representing fees earned from our agreement with a Native American tribe to develop the North Fork Project. Operating Income. For the year ended December 31, 2025 our operating income was $597.4 million.
Removed
The increase in room revenues and expenses for the year ended December 31, 2024 as compared to 2023, was primarily due to the opening of our Durango property.
Added
Room expenses for the year ended December 31, 2025 were in line with the prior year.
Removed
Other expenses decreased by 5.8% as compared to the prior year. Selling, General and Administrative (“SG&A”). SG&A expenses increased by 15.4% to $432.3 million for the year ended December 31, 2024 as compared to $374.5 million for the prior year.
Added
Our occupancy rate for the year ended December 31, 2025 improved by 1.6 percentage points as compared to 2024. Development Fees.
Removed
Depreciation and amortization expense for the year ended December 31, 2024 increased to $187.1 million as compared to $132.5 million for 2023. The increase for 2024 was primarily due to higher depreciation expense associated with Durango’s assets placed in service in December 2023. Write-downs and other, net.
Added
Under the terms of our development agreement with the North Fork Rancheria of Mono Indians (the “Mono”), we are entitled to receive a development fee of 4% of the costs of construction and costs of development in exchange for providing development services related to the North Fork Project.
Removed
The Holding Company’s $53.9 million intercompany note receivable from Station LLC is eliminated in consolidation.
Added
In April 2025 the Mono completed its construction financing and we concluded that collection of this development fee was reasonably certain as this fee is stipulated as a permissible use of funds under the loan agreement.
Added
As a result, development fee revenue for the year ended December 31, 2025 was $17.6 million and includes a $6.1 million cumulative revenue catch-up for development services provided in prior years. Additional information about our Native American development is included in Note 5 to the Consolidated Financial Statements. 44 Table of Contents Other.
Added
On December 19, 2025, a 100%-owned unrestricted subsidiary of Station LLC entered into an amended and restated term loan agreement in the amount of $36.0 million, representing the principal outstanding amount of the original term loan.
Added
The amended and restated term loan is secured by the Company’s corporate office building and is not guaranteed by Station LLC or its restricted subsidiaries under the Credit Facility. The amended and restated term loan bears interest at a variable rate per annum equal to Term SOFR plus 1.75% and matures in December 2030.
Added
Principal payments of $0.1 million and interest payments are payable on a monthly basis until the maturity date, at which time the remaining principal amount will become due.
Added
For the year ended December 31, 2025, we recognized net losses of $4.3 million in change in fair value of our interest rate collars, primarily due to downward movements in the forward interest rate curve.
Added
For the year ended December 31, 2024, we recognized net gains of $0.3 million in change in fair value of our interest rate collars, primarily due to favorable movements in the forward interest rate curve. Gain on Native American Development.
Added
In April 2025 we arranged the financing for the ongoing development costs and construction of the facility related to the North Fork Project. In connection with the financing, the carrying amount of our reimbursable advances to the Mono was repaid.
Added
For the year ended December 31, 2025, we recognized gain on Native American development of $8.5 million, representing the excess proceeds received over the carrying amount of the reimbursable advances. Additional information about our Native American development is included in Note 5 to the Consolidated Financial Statements. Provision for Income Tax.
Added
Additionally, our effective tax rate is impacted by the permanent tax adjustments. Net Income Attributable to Noncontrolling Interests .
Added
Holding Company Financial Information The indentures governing the 4.50% Senior Notes, the 4.625% Senior Notes and the 6.625% Senior Notes contain certain covenants that require Station LLC to furnish to the holders of the respective series of notes certain annual and quarterly financial information relating to Station LLC and its subsidiaries.
Added
On December 19, 2025, a 100%-owned unrestricted subsidiary of Station LLC entered into an amended and restated term loan agreement in the amount of $36.0 million, representing the principal outstanding amount of the original term loan.
Added
The amended and restated term loan is secured by the Company’s corporate office building and is not guaranteed by Station LLC or its restricted subsidiaries under the Credit Facility. The amended and restated term loan bears interest at a variable rate per annum equal to Term SOFR plus 1.75% and matures in December 2030.
Added
Principal payments of $0.1 million and interest payments are payable on a monthly basis until the maturity date, at which time the remaining principal amount will become due.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

30 edited+14 added−39 removed18 unchanged
Biggest changeWe recognize deferred tax assets and liabilities based on the differences between the book value of assets and liabilities for financial reporting purposes and those amounts applicable for income tax purposes using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets represent future tax deductions or credits.
Biggest changeDeferred Income Taxes We account for income taxes pursuant to the asset and liability method, which requires the recognition of deferred income tax assets and liabilities related to the expected future tax consequences arising from temporary differences between the carrying amounts and tax bases of assets and liabilities computed at enacted statutory tax rates applicable to the periods in which the temporary differences are expected to reverse.
There are currently no specific legislative proposals to increase taxes on gaming revenue, but there are no assurances that an increase in taxes on gaming or other revenue will not be proposed and passed by the Nevada legislature in the future. Long-term Debt A description of our indebtedness is included in Note 8 to the Consolidated Financial Statements.
There are currently no specific legislative proposals to increase taxes on gaming revenue, but there are no assurances that an increase in taxes on gaming or other revenue will not be proposed and passed by the Nevada legislature in the future. Long-term Debt A description of our indebtedness is included in Note 7 to the Consolidated Financial Statements.
Off-Balance Sheet Arrangements At December 31, 2024, we had no variable interests in unconsolidated entities that provide off-balance sheet financing, liquidity, market risk or credit risk support, or that engage in leasing, hedging or research and development arrangements with us, nor did we have retained or contingent interests in assets transferred to an unconsolidated entity.
Off-Balance Sheet Arrangements At December 31, 2025, we had no variable interests in unconsolidated entities that provide off-balance sheet financing, liquidity, market risk or credit risk support, or that engage in leasing, hedging or research and development arrangements with us, nor did we have retained or contingent interests in assets transferred to an unconsolidated entity.
The weighted-average interest rates for variable-rate debt shown in the long-term debt table below were calculated using the rates in effect at December 31, 2024. We cannot predict the SOFR or base rate interest rates that will be in effect in the future, and actual rates will vary.
The weighted-average interest rates for variable-rate debt shown in the long-term debt table below were calculated using the rates in effect at December 31, 2025. We cannot predict the SOFR or base rate interest rates that will be in effect in the future, and actual rates will vary.
See Note 8 to the Consolidated Financial Statements for additional information about our long-term debt. From time to time we use interest rate collars to hedge a portion of our variable-rate debt. We do not use derivative financial instruments for trading or speculative purposes.
See Note 7 to the Consolidated Financial Statements for additional information about our long-term debt. From time to time we use interest rate collars to hedge a portion of our variable-rate debt. We do not use derivative financial instruments for trading or speculative purposes.
See Note 6 to the Consolidated Financial Statements for additional information. Regulation and Taxes We are subject to extensive regulation by Nevada gaming authorities, as well as regulation by gaming authorities in the other jurisdictions in which we operate, including the NIGC and the California Gambling Control Commission.
See Note 5 to the Consolidated Financial Statements for additional information. Regulation and Taxes We are subject to extensive regulation by Nevada gaming authorities, as well as regulation by gaming authorities in the other jurisdictions in which we operate, including the NIGC and the California Gambling Control Commission.
Prior to the payment of the dividend, Station Holdco will make a cash distribution to all LLC Unit holders, including Red Rock, of $0.25 per LLC Unit, a portion of which will be paid to the other unit holders of Station Holdco.
Prior to the payment of the dividend, Station Holdco will make a cash distribution to all LLC Unit holders, including Red Rock, of $0.26 per LLC Unit, a portion of which will be paid to the other unit holders of Station Holdco.
However, our cash flow and ability to obtain debt or equity financing on terms that are satisfactory to us, or at all, may be affected by a variety of factors, including competition, 48 Table of Contents general economic and business conditions and financial markets.
However, our cash flow and ability to obtain debt or equity financing on terms that are satisfactory to us, or at all, may be affected by a variety of factors, including competition, general economic and business conditions and financial markets.
We base our estimates on historical experience, information that is currently available to us and various other assumptions that we believe are reasonable under the circumstances, and we evaluate our estimates on an ongoing basis. Actual results may differ from our estimates, and such differences could have a material effect on our consolidated financial statements.
We base our estimates on historical experience, information that is currently available to us and various other assumptions that we believe are reasonable under the circumstances, and we evaluate our estimates on an ongoing basis. Actual results may differ from our estimates, and such differences could have a material effect on our 51 Table of Contents consolidated financial statements.
See Note 9 to the Consolidated Financial Statements for additional information on our interest rate collars. 53 Table of Contents
See Note 8 to the Consolidated Financial Statements for additional information on our interest rate collars. 53 Table of Contents
We are obligated to make payments under the TRA, which is described in Note 2 to the Consolidated Financial Statements. At December 31, 2024, such obligations with respect to previously consummated transactions totaled $20.4 million.
We are obligated to make payments under the TRA, which is described in Note 2 to the Consolidated Financial Statements. At December 31, 2025, such obligations with respect to previously consummated transactions totaled $20.6 million.
For the year ended December 31, 2024, we also paid $11.4 million in fees and costs related to debt modification. In addition, our operating cash flows for the year ended December 31, 2024 increased as compared to the prior year due to our Durango property and changes in working capital accounts.
For the year ended December 31, 2024, we paid $11.4 million in fees and costs related to debt modification. In addition, our operating cash flows for the year ended December 31, 2025 increased as compared to the prior year due to increase in revenues and changes in working capital accounts.
Following is a summary of our cash flow information (amounts in thousands): Year Ended December 31, 2024 2023 Net cash provided by (used in): Operating activities $ 548,263 $ 494,337 Investing activities (321,793) (653,851) Financing activities (199,673) 179,811 Cash Flows from Operations Our operating cash flows primarily consist of operating income generated by our properties (excluding depreciation and other non-cash charges), interest paid and changes in working capital accounts such as inventories, prepaid expenses, receivables and payables.
Following is a summary of our cash flow information (amounts in thousands): Year Ended December 31, 2025 2024 Net cash provided by (used in): Operating activities $ 609,513 $ 548,263 Investing activities (245,776) (321,793) Financing activities (385,649) (199,673) Cash Flows from Operations Our operating cash flows primarily consist of operating income generated by our properties (excluding depreciation and other non-cash charges), interest paid and changes in working capital accounts such as inventories, prepaid expenses, receivables and payables.
Net cash provided by operating activities for the years ended December 31, 2024 and 2023 totaled $548.3 million and $494.3 million, respectively. Cash flow from operating activities for the year ended December 31, 2024 included $209.7 million in interest payments and $30.3 million cash paid for income taxes, compared to $170.5 million and $21.1 million, respectively, for the prior year.
Net cash provided by operating activities for the years ended December 31, 2025 and 2024 totaled $609.5 million and $548.3 million, respectively. Cash flow from operating activities for the year ended December 31, 2025 included $198.1 million in interest payments and $20.4 million cash paid for income taxes, compared to $209.7 million and $30.3 million, respectively, for the prior year.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk for additional information. On February 11, 2025, we announced that Red Rock will pay a quarterly cash dividend of $0.25 per share of Class A common stock, to be paid on March 31, 2025 to shareholders of record as of March 17, 2025.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk for additional information. On February 10, 2026, we announced that Red Rock will pay a quarterly cash dividend of $0.26 per share of Class A common stock, to be paid on March 31, 2026 to stockholders of record as of March 16, 2026.
At December 31, 2024, $1.7 billion of the borrowings under our credit agreements were based on variable rates, primarily SOFR, plus applicable margins of 1.50% to 2.00%, and the SOFR rates applicable to our outstanding SOFR-based borrowings were 4.36% to 4.38%.
At December 31, 2025, $1.7 billion of the borrowings under our credit agreements were based on variable rates, primarily SOFR, plus applicable margins of 1.50% to 2.00%, and the SOFR rates applicable to our outstanding SOFR-based borrowings were 5.22% to 5.72%.
Cash Flows from Financing Activities As described above, during the year ended December 31, 2024, Station LLC entered into an amended and restated credit agreement pursuant to which it repaid all loans outstanding under the existing credit agreement, borrowed $1,570.0 million under the New Term Loan B Facility and borrowed $155.0 million under the New Revolving Credit Facility, net of repayments.
During the year ended December 31, 2024, Station LLC entered into an amended and restated credit agreement pursuant to which it repaid all loans outstanding under the existing credit agreement, borrowed $1,570.0 million under the Term 50 Table of Contents Loan B Facility and borrowed $155.0 million under the Revolving Credit Facility, net of repayments.
Restrictive Covenants Certain customary covenants are included in both the Credit Agreement governing the Credit Facilities and the indentures governing Station LLC’s senior notes that, among other things and subject to certain exceptions, restrict Station LLC’s ability and the ability of its restricted subsidiaries to incur or guarantee additional debt; create liens on collateral; engage in mergers, consolidations or asset dispositions; pay distributions; make investments, loans or advances; engage in certain transactions with affiliates or subsidiaries; engage in lines of business other than its core business and related businesses; or issue certain preferred units. 49 Table of Contents The Credit Facility also includes certain financial ratio covenants that Station LLC is required to maintain throughout the term of the Credit Facility, measured as of the end of each quarter.
Restrictive Covenants Certain customary covenants are included in both the Credit Agreement governing the Credit Facilities and the indentures governing Station LLC’s senior notes that, among other things and subject to certain exceptions, restrict Station LLC’s ability and the ability of its restricted subsidiaries to incur or guarantee additional debt; create liens on collateral; engage in mergers, consolidations or asset dispositions; pay distributions; make investments, loans or advances; engage in certain transactions with affiliates or subsidiaries; engage in lines of business other than its core business and related businesses; or issue certain preferred units.
These financial ratio covenants include a maximum total secured leverage ratio of 5.00 to 1.00. A breach of the financial ratio covenants shall only become an event of default if not cured and a Covenant Facility Acceleration has occurred. We believe Station LLC was in compliance with all applicable covenants at December 31, 2024.
A breach of the financial ratio covenants shall only become an event of default if not cured and a Covenant Facility Acceleration has occurred. We believe Station LLC was in compliance with all applicable covenants at December 31, 2025.
The Nevada legislature meets every two years for 120 days and when special sessions are called by the Governor. The current legislative session began on February 3, 2025.
The Nevada legislature meets every two years for 120 days and when special sessions are called by the Governor. The most recent legislative session ended on November 19, 2025.
At December 31, 2024, we had outstanding letters of credit and similar obligations totaling $47.3 million.
At December 31, 2025, we had outstanding letters of credit and similar obligations totaling $46.8 million.
Based on our outstanding borrowings at December 31, 2024, an assumed 1% increase in variable interest rates would cause our annual interest cost to increase by approximately $17.1 million. A portion of our other long-term debt will become due in December 2025.
Based on our outstanding borrowings at December 31, 2025, an assumed 1% increase in variable interest rates would cause our annual interest cost to increase by approximately $17.3 million.
On May 2, 2024, our board of directors extended the expiration date of the equity repurchase program to December 31, 2025. Our board of directors has authorized $600.0 million for repurchases of Class A common stock under our equity repurchase program. We are not obligated to repurchase any shares under the program.
On October 27, 2025, our board of directors extended the expiration date of the equity repurchase program to December 31, 2027 and authorized the repurchase of an additional $300.0 million of Class A common stock, increasing the authorized amount for repurchases under the program to $900.0 million. We are not obligated to repurchase any shares under the program.
Following is information about future principal maturities of our long-term debt and the related weighted-average contractual interest rates in effect at December 31, 2024 (dollars in millions): Expected maturity date 2025 2026 2027 2028 2029 Thereafter Total Fair value Long-term debt: Fixed rate $ 37.2 $ 0.1 $ 0.1 $ 690.9 $ 0.1 $ 1,000.8 $ 1,729.2 $ 1,652.0 Weighted-average interest rate 3.81 % 6.00 % 6.00 % 4.50 % 6.00 % 5.63 % Variable rate $ 15.7 $ 15.7 $ 15.7 $ 15.7 $ 15.7 $ 1,634.7 $ 1,713.2 $ 1,719.1 Weighted-average interest rate (a) 6.38 % 6.38 % 6.38 % 6.38 % 6.38 % 6.33 % ____________________________________ (a) Based on variable interest rates and margins in effect at December 31, 2024.
A portion of our other long-term debt will become due in December 2025. 52 Table of Contents Following is information about future principal maturities of our long-term debt and the related weighted-average contractual interest rates in effect at December 31, 2025 (dollars in millions): Expected maturity date 2026 2027 2028 2029 2030 Thereafter Total Fair value Long-term debt: Fixed rate $ 0.1 $ 0.1 $ 690.9 $ 0.1 $ 0.1 $ 1,000.7 $ 1,692.0 $ 1,672.4 Weighted-average interest rate 6.00 % 6.00 % 4.50 % 6.00 % 6.00 % 5.63 % Variable rate $ 17.1 $ 17.1 $ 17.1 $ 17.1 $ 45.9 $ 1,619.2 $ 1,733.5 $ 1,739.3 Weighted-average interest rate (a) 5.70 % 5.70 % 5.70 % 5.70 % 5.56 % 5.67 % ____________________________________ (a) Based on variable interest rates and margins in effect at December 31, 2025.
Our significant accounting policies are described in Note 2 to the Consolidated Financial Statements. Following is a discussion of our accounting policies that involve critical estimates and assumptions. Long-Lived Assets Our business is capital intensive and a significant portion of our capital is invested in property and equipment, finite-lived intangible assets and other long-lived assets.
Our significant accounting policies are described in Note 2 to the Consolidated Financial Statements. Following is a discussion of our accounting policies that involve critical estimates and assumptions.
Any such purchases may be funded by existing cash balances or the incurrence of debt, including borrowings under our credit facility. The amount and timing of any repurchase will be based on business and market conditions, capital availability, compliance with debt covenants and other considerations.
The amount and timing of any repurchase will be based on business and market conditions, capital availability, compliance with debt covenants and other considerations.
Information about our operating activities is presented within Results of Operations above. Cash Flows from Investing Activities For the years ended December 31, 2024 and 2023, cash paid for capital expenditures totaled $283.9 million and $699.5 million, respectively. Capital expenditures for the year ended December 31, 2024 primarily related to various renovation projects.
For the years ended December 31, 2025 and 2024, cash paid for capital expenditures totaled $319.0 million and $283.9 million, respectively. Capital expenditures for the year ended December 31, 2025 and 2024 primarily related to various renovation and expansion projects.
A valuation allowance is recorded if, based on the weight of all available positive and negative evidence, it is more likely than not that some portion, or all, of a deferred tax asset will not be realized.
Certain estimates and assumptions are required to determine whether it is more likely than not that all or some portion of the benefit of a deferred tax asset will not be realized.
For the year ended December 31, 2023, we borrowed $476.5 million under the revolving credit facility, and we paid $58.6 million in dividends to holders of our Class A common stock, $76.7 million in cash distributions to the noncontrolling interest holders of Station Holdco and we paid $14.7 million related to tax withholding on share-based compensation.
Cash Flows from Financing Activities For the year ended December 31, 2025, we reduced our outstanding indebtedness by $15.7 million, paid $120.8 million in dividends to holders of our Class A common stock, $136.3 million in cash distributions to the noncontrolling interest holders of Station Holdco, $79.0 million in stock repurchases, $24.0 million related to tax withholding on share-based compensation and $5.6 million to a noncontrolling interest holder unaffiliated with Red Rock who exchanged 100,000 Class B shares and LLC Units for cash.
During the year ended December 31, 2024, we repurchased 75,000 shares of our Class A common stock in open market transactions at a weighted-average price of $52.29 per share. At December 31, 2024, we had $309.0 million of remaining repurchases authorized under the program. From time to time, we may also seek to repurchase our outstanding indebtedness.
Our Class A common stock repurchases for the year ended December 31, 2025 included 49 Table of Contents 1,551,576 shares repurchased in open market transactions and 92,237 shares repurchased in connection with an exchange of Class B shares for cash at a weighted-average price of $51.45 per share.
Removed
Capital expenditures for the year ended December 31, 2023 were primarily related to the Durango project. For the year ended December 31, 2023, cash inflows from investing activities included net cash proceeds of $52.2 million from the sale of our Texas Station and Fiesta Rancho land parcels.
Added
In addition, on February 10, 2026, we announced that Red Rock will pay a special cash dividend of $1.00 per share of Class A common stock, to be paid on February 27, 2026 to stockholders of record as of February 20, 2026.
Removed
We review long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. We evaluate the recoverability of our long-lived assets by estimating the future cash flows the asset is expected to generate, and comparing these estimated cash flows, on an undiscounted basis, to the carrying amount of the asset.
Added
Prior to the payment of the special dividend, Station Holdco will make a cash distribution to all LLC Unit holders, including Red Rock, of $1.00 per unit, a portion of which will be paid to the other unit holders of Station Holdco.
Removed
If the carrying amount is greater, the asset is considered to be impaired, and we recognize an impairment charge equal to the amount by which the carrying amount of the asset exceeds its fair value. 50 Table of Contents We test our long-lived assets for impairment at the reporting unit level, and each of our operating properties is considered a separate reporting unit.
Added
At December 31, 2025, we had $524.4 million of remaining repurchases authorized under the program. From time to time, we may also seek to repurchase our outstanding indebtedness. Any such purchases may be funded by existing cash balances or the incurrence of debt, including borrowings under our credit facility.
Removed
Inherent in the calculation of fair values are various estimates and assumptions, including estimates of future cash flows expected to be generated by an asset or asset group. We base our cash flow estimates on the current regulatory, political and economic climates in the areas where we operate, recent operating information and projections for our properties.
Added
Information about our operating activities is presented within Results of Operations above. Cash Flows from Investing Activities For the year ended December 31, 2025, cash inflows from investing activities included net cash proceeds of $110.5 million from the repayment of Native American development costs.
Removed
These estimates could be negatively impacted by changes in federal, state or local regulations, economic downturns, changes in consumer preferences, or events affecting various forms of travel and access to our properties. Future cash flow estimates are, by their nature, subjective and actual results may differ materially from our estimates.
Added
The Credit Facility also includes certain financial ratio covenants that Station LLC is required to maintain throughout the term of the Credit Facility, measured as of the end of each quarter. These financial ratio covenants include a maximum total secured leverage ratio of 5.00 to 1.00.
Removed
The most significant assumptions used in determining cash flow estimates include forecasts of future operating results, Adjusted EBITDA margins, tax rates, capital expenditures, working capital requirements, long-term growth rates and terminal year free cash flows. Cash flow estimates and their impact on fair value are sensitive to changes in many of these assumptions.
Added
Our organizational structure includes an investment in an operating partnership. Because our operating partnership is treated as a flow‑through entity for income tax purposes and is not generally subject to entity-level income taxes, we do not record deferred taxes for inside basis differences in the partnership’s underlying assets and liabilities.
Removed
If our estimates of future cash flows are not met, we may be required to record impairment charges in the future. Property and Equipment . At December 31, 2024, the carrying amount of our property and equipment was approximately $2.8 billion, which represents 68.8% of our total assets. We make estimates and assumptions when accounting for property and equipment.
Added
Instead, we record a deferred tax asset attributable to the entirety of our outside basis difference on our investment by comparing the financial reporting carrying amount of our partnership investment to the tax basis of our partnership interest.
Removed
We compute depreciation using the straight-line method over the estimated useful lives of the assets, and our depreciation expense is dependent on the assumptions we make about the estimated useful lives of our assets. We estimate the useful lives of our property and equipment based on our experience with similar assets and our estimate of the usage of the asset.
Added
As of December 31, 2025, we have recorded a net deferred tax asset of $12.1 million related to the outside basis difference in our partnership investment.
Removed
Whenever events or circumstances occur that change the estimated useful life of an asset, we account for the change prospectively. We must also make judgments about the capitalization of costs. Costs of major improvements are capitalized, while costs of normal repairs and maintenance are charged to expense as incurred.
Added
This deferred tax asset is impacted by the timing of exchanges by noncontrolling interest holders, the expected manner of recovery of our partnership investment, the timing and character of the resulting taxable or deductible amounts, and the realizability of the deferred tax asset based on projected taxable income. Estimating future taxable income is inherently uncertain and requires judgment.
Removed
If an asset or asset group is disposed or retired before the end of its previously estimated useful life, we may be required to accelerate our depreciation expense or recognize a loss on disposal. Goodwill. At December 31, 2024, our goodwill totaled $195.7 million, approximately 87% of which is associated with one of our properties.
Added
In projecting future taxable income, we consider our historical results and incorporate certain assumptions, including projected revenue growth and operating margins, among others. We reduce the carrying amounts of deferred tax assets by a valuation allowance if, based on the evidence available, it is more likely than not that such assets will not be realized.
Removed
We test our goodwill for impairment annually as of October 1, and whenever events or circumstances indicate that it is more likely than not that impairment may have occurred. Impairment testing for goodwill is performed at the reporting unit level, and we consider each of our operating properties to be a separate reporting unit.
Added
In making this assessment, management analyzes all available positive and negative evidence, including historical income or losses, estimates of future taxable income, available carry-backs and carry-forwards, reversing temporary differences and available prudent and feasible tax planning strategies.
Removed
When performing goodwill impairment testing, we either conduct a qualitative assessment to determine whether it is more likely than not that the asset is impaired, or elect to bypass this qualitative assessment and perform a quantitative test for impairment.
Added
Should a change in facts or circumstances lead to a change in judgment about the ultimate realizability of a deferred tax asset, we record or adjust the related valuation allowance in the annual period that the change in facts and circumstances occurs. We are subject to the income tax laws of the jurisdictions in which we operate.
Removed
Under the qualitative assessment, we consider both positive and negative factors, including macroeconomic conditions, industry events, financial performance and other changes in facts and circumstances, and make a determination of whether it is more likely than not that the fair value of goodwill is less than its carrying amount.
Added
These tax laws are complex, and the manner in which they apply to our facts is sometimes open to interpretation. In establishing the provision for income taxes, we must make judgments about the application of these inherently complex tax laws. Our income tax positions and analysis are based on currently enacted tax law.
Removed
If, after assessing the qualitative factors, we determine it is more likely than not the asset is impaired, we then perform a quantitative test in which the estimated fair value of the reporting unit is compared with its carrying amount, including goodwill.
Added
Future changes in tax law or tax rates could significantly impact the provision for income taxes, the amount of taxes payable and the deferred tax asset and liability balances in future periods. Any effects of changes in income tax rates or laws are included in income tax expense in the period of enactment. ITEM 7A.
Removed
If the carrying amount of the reporting unit exceeds its estimated fair value, an impairment loss is recognized in an amount equal to the excess, limited to the amount of goodwill allocated to the reporting unit.
Removed
When performing the quantitative test, we estimate the fair value of each reporting unit using the expected present value of future cash flows along with value indications based on our current valuation multiple and multiples of comparable publicly traded companies.
Removed
The estimation of fair value requires management to make estimates, judgments and assumptions, including estimating expected future cash flows and selecting appropriate discount rates, valuation multiples and market comparables. Application of alternative estimates and assumptions could produce different results.
Removed
If the fair value of any of our properties with goodwill should decline in the future, we may be required to recognize a goodwill impairment charge, which could be material.
Removed
A property’s fair value may decline as a result of a decrease in the property’s actual or projected operating results or changes in other assumptions and judgments used in the estimation process, including the discount rate and market multiple. Indefinite-Lived Intangible Assets. Our indefinite-lived intangible assets primarily represent the value of our brands.
Removed
At December 31, 2024, the carrying amount of our indefinite-lived intangible assets totaled $76.5 million. Indefinite-lived intangible assets are not amortized unless management determines that their useful life is no longer indefinite.
Removed
We test our indefinite-lived intangible assets for impairment annually as of October 1, and whenever events or changes in circumstances indicate that an asset may be impaired, by comparing the carrying amount of the asset to its estimated fair value.
Removed
If the carrying amount of the asset exceeds its estimated fair value, we recognize an impairment charge equal to the excess. We estimate the fair value of our brands using a derivation of the income approach to valuation based on the present value of estimated royalties 51 Table of Contents avoided through ownership of the assets.
Removed
The fair values of our indefinite-lived intangible assets are subject to change as a result of changes in projected operating results. Accordingly, any decrease in the projected operating results of a property could require us to recognize an impairment charge, which could be material. Native American Development Costs.
Removed
We incur certain costs associated with our development and management agreements with Native American tribes that are reimbursable by the tribes. The reimbursable costs are recognized as long-term assets as incurred, and primarily include advances associated with the acquisition of land and development of the tribal gaming facility. We earn interest on the reimbursable advances.
Removed
The repayment of the advances and the related interest may come from the proceeds of the gaming facility’s third-party financing, from cash flows generated from the gaming facility’s operations, or from a combination of both, and the repayment is typically subordinated to debt service obligations under the gaming facility’s third-party financing.
Removed
Due to the uncertainty surrounding the timing and amount of the repayment, we do not recognize interest on the advances until the carrying amount of the advances has been recovered and the interest is received.
Removed
Accordingly, the recoverability of our development costs is highly dependent upon the tribe’s success in obtaining third-party financing and our ability to operate the project successfully upon its completion. Our evaluation of the recoverability of our Native American development costs requires us to apply a significant amount of judgment.
Removed
We evaluate the recoverability of our Native American development costs taking into consideration all available information. Among other things, we consider the status of the project, the impact of contingencies, the achievement of milestones, existing or potential litigation, and regulatory matters when evaluating the recoverability of our Native American development costs.
Removed
We estimate the future cash flows of a Native American development project based on consideration of all positive and negative evidence about its cash flow potential including, but not limited to, the likelihood that the project will be successfully completed, the status of required approvals, and the status and timing of the construction of the project, as well as current and projected economic, political, regulatory and competitive conditions that may adversely impact the project’s operating results.
Removed
In certain circumstances, we may discontinue funding of a project due to a revision of its expected potential, or otherwise determine that our advances are not recoverable and as a result, we may be required to write off the entire carrying amount of our advances.
Removed
Litigation, Claims and Assessments We are defendants in various lawsuits relating to routine matters incidental to our business and we assess the potential for any lawsuits or claims brought against us on an ongoing basis.
Removed
For ongoing litigation and potential claims, we use judgment in determining the probability of loss and whether a reasonable estimate of loss, if any, can be made. We accrue a liability when we believe a loss is probable and the amount of the loss can be reasonably estimated.
Removed
As the outcome of litigation is inherently uncertain, it is possible that certain matters may be resolved for materially different amounts than previously accrued or disclosed. Income Taxes We are taxed as a corporation and pay corporate federal, state and local taxes on income allocated to us by Station Holdco.
Removed
Station Holdco operates as a partnership for federal, state and local tax reporting and holds 100% of the economic interests in Station LLC. The members of Station Holdco are liable for any income taxes resulting from income allocated to them by Station Holdco as a pass-through entity.
Removed
Realization of the deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character in either the carryback or carryforward period. Each reporting period, we analyze the likelihood that our deferred tax assets will be realized.
Removed
If we subsequently determine that there is sufficient evidence to indicate a deferred tax asset will be realized, the associated valuation allowance is reversed. On an annual basis, we perform a comprehensive analysis of all forms of positive and negative evidence based on year end results.

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