RRR 10-K & 10-Q changes, risk factors and insider trading

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. Las Vegas and its surrounding areas have been growing over the past few decades, including certain periods of significant growth, but no assurance can be given that the regional population will continue to grow at its historic pace or at all. Even if the current growth trend continues, there can be no assurance that such population growth will justify future development, additional casinos or the expansion of any of our existing casinos, which can affect our results of operations and financial condition and limits our ability to expand our business.

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 20232023, 2024 and 20242025 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. Federal Reserve cut the federal funds rate three times in 20242025 by a total of 10075 basis points,points. the U.S. Federal Reserve held rates steady in their January 2025 meeting and indicated the pause will likely continue for 2025. As a result, thereThere is no telling if interest rates will stabilize, increase or decrease, either globally or in the United States specifically. Widespread increases in the cost of goods and services due to inflation and supply chain challenges and rising interest rates have negatively impacted, and may continue to negatively impact, the discretionary spending of our customers in the future and, in turn, may adversely impact our results of operations. Additionally, inflation has led to higher labor and food and beverage costs, which have negatively impacted and may continue to negatively impact our results of operations. We cannot be certain of the extent or duration of any resulting negative impacts on our business.

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 roomsrooms, predictive markets and other forms of legalized gaminglegal and illegal gaming. The gaming industry also includes dockside casinos, riverboat casinos, racetracks with slot machines and casinos located on Native American land. There is intense competition among companies in the gaming industry, some of which have significantly greater resources than we do. Our properties have encountered additional competition as large-scale Native American gaming on Indian lands has increased, particularly in California, and competition may intensify if more Native American gaming facilities are developed. 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. InA Maymajority 2018, the United States Supreme Court overturned a law prohibitingof states fromoffer legalizinglegalized sports wagering which has resulted in a substantial expansion of sports betting outside the state of Nevada,wagering, including online sports betting. In addition, multiple operators offer online gaming in Nevada and a number of other states and online betting and gaming is expected to continue to expand in states that currently authorize such activities and in new jurisdictions that legalize such activities. 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.operations. For further details on competition in the gaming industry, see Item 1. Business—Competition.

•floods or other weather interference;

The anticipated costs and construction periods are based upon budgets, conceptual design documents and construction schedule estimates prepared by us in consultation with our architects and contractors. We may spend a significant sum of money in the planning stages of a project and then determine not to proceed. In addition, construction, equipment, staffing requirements, problems or difficulties in obtaining and maintaining any of the requisite licenses, permits, allocations or authorizations from regulatory authorities can increase the cost or delay the construction or opening of each of the proposed facilities or otherwise affect the project’s planned design and features. 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 the Durango expansion project or the North Fork Project or otherour expansion and development projects could have a material adverse impact on our results of operations.

Our businesses are capital intensive. We may be unable to generate sufficient revenues and cash flows to service our debt obligations as they come due, finance capital expenditures and meet our operational needs. For our casino properties to remain attractive and competitive we must periodically invest significant capital to keep the properties well-maintained, modernized and refurbished. Similarly, future construction and development projects, including but not limited to, the North Fork Project,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 will also be required in the future to refinance our outstanding debt. 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.

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 properties have been subject to ongoing efforts of union activists to enter into collective bargaining agreements and to organize our employees into collective bargaining units. The Local Joint Executive Board of Las Vegas (the “LJEBLV”) has been certified as the collective bargaining representative of non-gaming employees at Green Valley Ranch. We have not yet entered into collective bargaining agreements with the bargaining units represented by the LJEBLV at Green Valley Ranch. The LJEBLV had been recognized as the collective bargaining representative for a unit of non-gaming employees at Palace Station, Boulder Station and Sunset Station, but we no longer recognize the LJEBLV as the bargaining representative of each 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 the LJEBLV. In an election held in December 2019, a proposed bargaining unit consisting of non-gaming employees of Red Rock rejected the LJEBLV as their bargaining representative. The LJEBLV and the National Labor Relations Board (the “NLRB”) have contested the election results at Red Rock and we are currently engaged in litigation with the NLRB relating to the outcome of the Red Rock election. The LJEBLV and the NLRB are also contesting the withdrawal of recognition of the LJEBLV at Boulder Station, Palace Station and Sunset Station and in addition have commenced, and we are actively litigating, various actions which seek, among other things, orders forcing us to collectively bargain with the LJEBLV at each of our resort properties. Accordingly, it is uncertain whether we will be subject to, or continue to be subject to, a bargaining obligation or whether we will eventually agree to enter into a collective bargaining agreement at any of our properties. In addition, slot technicians are represented by the International Union of Operating 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. Local 501 had been recognized as the collective bargaining representative for a unit of slot technicians at Sunset Station, Green Valley RanchRanch, Red Rock and RedPalace Rock,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. Local 501 and the NLRB are contesting the withdrawal of recognition of Local 501 at Sunset Station, Green Valley RanchRanch, Red Rock and RedPalace Rock.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. Accordingly, there can be no assurance that our casino properties will not ultimately be unionized.

Any 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. Strikes and work stoppages could also result in adverse media attention or otherwise discourage customers from visiting our casino properties. Strikes and work stoppages involving laborers at a construction project could result in construction delays and increases in construction costs. 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. There can be no assurance that we will not experience a strike or work stoppage at one or more of our casino properties or any construction project in the future. As noted above, our properties have been subject to ongoing efforts of union activists to enter into collective bargaining agreements and to organize our employees into collective bargaining units.

We also deal with significant amounts of cash in our operations and are subject to various reporting and anti-money laundering regulations.regulations and the supervision of our gaming regulators. As a result of such regulations,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.regulations or law. 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.

We are subject to federal, state and local laws and regulations relating to the protection of the environment and human health and safety, including those relating to air emissions, water discharges and remediation of contamination. Such laws and regulations require us to obtain, maintain and renew environmental operating or construction permits or approvals, particularly in connection with our development activities. Certain environmental laws can impose joint and several liability without regard to fault on responsible parties, including past and present owners and operators of sites, related to the investigation or remediation of sites at which hazardous wastes or materials were disposed or released. 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 fewone of our sites due to historical or nearby operations. 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 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, asdecision, there will likely be an increase in legal challenges to new regulations. Failure to comply with environmental laws or regulations, or any liabilities or claims arising under such laws or regulations, could require us to incur potentially significant costs or sanctions, including fines, penalties, cessation of operations or site clean ups, or otherwise adversely affect our business, financial condition and results of operations.

International, national, state, regional and local regulatory bodies are increasingly focusing on greenhouse gas (“GHG”) emissions, including carbon dioxide and methane as well as climate change issues. 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. 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.goals. The United States withdrew from the Paris Agreement in November 2020, rejoined in February 2021 under the Biden Administration and,and withdrew again on January 20, 2025, President Trump signed an Executive Order to once again withdraw the U.S. from the Paris Agreement.2025. 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.

Increased scrutinyScrutiny 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.

Companies across all industries have faced scrutiny related to their environmental, social and governance (“ESG”) practices and reporting. Certain investors, consumers, employees and other stakeholders continue to place emphasis on ESG and consider the social and environmental implications of their investments, purchases and interactions with businesses. 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 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 andor may continue to be introduced. 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. 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.adopted. Our failure to comply with any applicable rules or regulations or to predict trends and stakeholder expectations related to ESG, could lead to penalties and adversely impact our reputation, customer attraction and loyalty, access to capital and employee retention.

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 ordersactions by President Trump. Some conservative groupsTrump and Republican state attorneys general have asserted that the Supreme Court’s decision striking down race-based affirmative action in higherlight educationof in June 2023 should be analogized to private employment matters and private contract matters. Severalseveral new cases alleging discrimination based on similar arguments have been filed since the decision, which has escalatedescalating scrutiny of certain practices and initiatives related to diversity, equity, and inclusion, (“DEI”). 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). The future impact of these actions on existing DEI regulations cannot be predicted at this time, particularly given that such newexecutive ordersactions 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.

We have a significant concentration of our property values at each of our casino and entertainment properties. Although we maintain insurance that we believe is customary and 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. To the extent that we are inadequately insured for certain types or levels of risk, we may be exposed to significant losses in the event of a catastrophe. In addition to the damage caused to our properties by a casualty loss, we may suffer business disruption or be subject to claims by third parties that may be injured or harmed. While we carry general liability insurance and business interruption insurance, there can be no assurance that insurance will be available or adequate to cover all loss and damage to which our business or our assets might be subjected. Certain casualty events, such as labor strikes, nuclear events, loss of income due to terrorism or epidemics, deterioration or corrosion, insect or animal damage and pollution, may not be covered under our policies. Any losses we incur that are not adequately covered by insurance may decrease our future operating income, require us to fund replacements or repairs for destroyed property and reduce the funds available for payments of our existing obligations.

The rapid evolution and increased adoption of artificial intelligence (“AI”) technologies amplifies these concerns. Although we do not currently utilize AI to a significant extent in our operations, we are actively evaluating and expect to implement AI solutions in the near-to-medium term to enhance various aspects of our business. The integration of AI technologies into our operations could exacerbate the challenges discussed above and may introduce operational risks, including system failures, cybersecurity vulnerabilities, and potential disruptions to our business processes. While we believe the intentional and deliberate adoption of certain AI processes could provide long-term benefits, there is uncertainty regarding its successful implementation and the associated risks. The steps we have taken to mitigate these risks may not be sufficient and a significant theft, loss or fraudulent use of customer, employee or company data maintained by us or by a service provider could have an adverse effect on our reputation and employee relationships and could result in remedial and other expenses, fines or litigation. 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. If any of these risks materialize, they could have an adverse effect on our business, results of operations and cash flows.

We have a substantial amount of debt, which requires significant principal and interest payments. As of December 31, 2024,2025, the principal amount of our outstanding indebtedness totaled approximately $3.44$3.43 billion and we had $897.7$898.2 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$46.8 million of letters of credit and similar obligations. Our ability to make interest payments on our debt will be significantly impacted by general economic, financial, competitive and other factors beyond our control.

•sell or create liens on certain assets;

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. As of December 31, 2024,2025, we had $897.7$898.2 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$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. 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.

Our Principal Equity HoldersEquityholders have control over our management and affairs, and their interests may differ from our interests or those of our other stockholders.

In addition, because the Principal Equity HoldersEquityholders 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. For example, if Station Holdco makes distributions to Red Rock, the Principal Equity HoldersEquityholders 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 HoldersEquityholders 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 structuring of future transactions may take into consideration these Principal Equity Holders’Equityholders’ tax or other considerations even where no similar benefit would accrue to us. 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 HoldersEquityholders and Red Rock with respect to such a transaction. For more information, see “Tax Receivable Agreement” within Note 2 to the Consolidated Financial Statements.

The payments that we may make under the TRA could be substantial. 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. 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, 20242025 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 foregoing numbers are merely estimates based on current assumptions. The amount of actual payments could differ materially.

The TRA provides that in the event that we exercise our right to early termination of the TRA, there is a change in control or a material breach by us of our obligations under the TRA, the TRA will terminate, and we will be required to make a payment equal to the present value of future payments under the TRA, which payment would be based on certain assumptions, including those relating to our future taxable income, and may substantially exceed the actual benefits, if any, we realize in respect of the tax attributes subject to the TRA. In these situations, our obligations under the TRA could have a substantial negative impact on our liquidity, and there can be no assurance that we will be able to finance our obligations under the TRA. 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 HoldersEquityholders have interests that differ from those of other stockholders. Because our Principal Equity HoldersEquityholders 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.

At December 31, 2024,2025, approximately 46 million LLC Units of Station Holdco were owned by our Continuing Owners, or 41.8%41.3% of Red Rock Class A common stock on a fully exchanged basis, and may be sold in the future. In addition, under the Exchange Agreement, each holder of shares of 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 1110 to the Consolidated Financial Statements.

Anti-takeover provisions and shareholderstockholder 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. Provisions in our debt agreements may also require an acquirer to refinance our outstanding indebtedness if a change of control occurs, which could discourage or increase the costs of a takeover.

These anti-takeover provisions, shareholderstockholder 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 provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and to cause us to take other corporate actions you desire.

Under the agreements governing our indebtedness, a takeover of our Company would likely constitute a “change of control” and be deemed to be an event of default under such facility, which would therefore require a third-party acquirer to refinance any outstanding indebtedness under the credit facility in connection with such takeover. In 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. 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.

Additionally, significant sales of our Class A common stock, whether by the principalPrincipal equity holdersEquityholders 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.

Red Rock was formed as a Delaware corporation in 2015 to own an indirect equity interest in, and manage, Station Casinos LLC, a Nevada limited liability company (“Station LLC”). Station LLC is a gaming, development and management company established in 1976 that owns and operates seven major gaming and entertainment facilities and 1213 smaller casinos (three of which are 50% owned) in the Las Vegas regional market. In December 2023, we opened Durango Casino & Resort (“Durango”). As of December 31, 2024,2025, we offered 16,44716,553 slot machines, 320328 table games and 3,0302,734 hotel rooms in the Las Vegas market.

A significant portion of our business is dependent upon customers who live and/or work in the Las Vegas metropolitan area. As of December 2024,2025, the unemployment rate in the Las Vegas metropolitan area was 5.9%,5.2%, updown from 5.3%5.9% in December 2023.2024. Statewide, the unemployment rate for December 20242025 was 5.7%,5.2%, as compared to 5.4%5.7% in December 2023.2024. The median price of an existing single-family home in Las Vegas was $475,000$470,000 at December 31, 2024,2025, updown 5.6%1.1% as compared to December 31, 2023,2024, according to the Las Vegas Realtors®. In addition, the Las Vegas metropolitan area population continues to grow, posting a 1.9%1.6% growth rate in 20242025 over the prior year. In light of uncertainty in the economic outlook stemming from inflation, higher interest rates, increased geo-political and regional conflicts, and the current administration’s view of the regulatory environment and agencies, we cannot predict whether the trends in unemployment, housing prices or population growth in the Las Vegas area will continue.

We have continued to experience favorable customer trends, including strong carded slot play, strong customer engagementplay and robust spendvisitation perand visitnet 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 consistentstrong operating results in 2024.2025. However, we cannot predict whether these trends will continue, nor can we predict the extent to which the impacts of inflation and interest rate fluctuations may affect our business in the future.

________________________________________________ n/m = not meaningful We view each of our Las Vegas casino properties as an individual operating segment. We aggregate all of our Las Vegas operating segments into one reportable segment because all of our Las Vegas properties offer similar products, cater to the same customer base, have the same regulatory and tax structure, share the same marketing programs, are directed by a centralized management structure and have similar economic characteristics. We also aggregate our Native American management activitiesarrangements into one reportable segment. ThereThe wasresults noof operations for our Native American managementsegment activityare fordiscussed in the yearssections endedtitled December“Development 31, 2024Fees” and 2023.“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. Net revenues for the year ended December 31, 20242025 increased by $214.9$72.5 million to $1.94$2.01 billion as compared to $1.72$1.94 billion for the year ended December 31, 2023.2024. The primary contributor to our year over year increase is our Durango property which opened on December 5, 2023. The opening of Durango resulted in cannibalization at our other properties in line with our expectations, primarily at Red Rock. In addition, certainCertain of our properties experienced disruption from traffic improvements and construction disruption associated with renovations and build out of new amenities. WeFor the year ended December 31, 2025, we achieved year over year growth of 12.8%,5.0% 14.9%, 9.5% and 5.9% infor casino revenue,revenues, while our food and beverage, roombeverage and other revenues,revenues respectively.remained consistent and our room revenues decreased by 5.2%, all as compared to the prior year period. 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. 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. 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%5.0% for the year ended December 31, 20242025 as compared to 2023.2024. For 2024,2025, slot handle increased by 9.5%,3.9%, while table games drop increased by 41.4% and race and sports write waseach flat,decreased by 3.2%, all as compared to 2023.2024. Our slot hold and table games hold for 20242025 was consistent compared to 2023,2024, while our table games hold decreased 1.1% and our race and sports hold decreasedincreased 1.4%, both2.0%, as compared to 2023.2024. Casino expenses increased by 20.6%2.0% for the year ended December 31, 20242025 as compared to the prior year, primarily due to thehigher openinggaming taxes and employee-related costs, partially offset by bad debt recoveries and lower participation fees as a result of our Durangofinance property.leases.

Food and Beverage. Food and beverage includes revenue and expenses from restaurants, bars and catering. For the year ended December 31, 2024,2025, food and beverage revenuerevenues increasedwere by 14.9%consistent as compared to 2023, primarily due to additional food and beverage offerings.2024. For 2024, the average guest check increased by 10.4% and2025, the number of restaurant guests served increased by 8.6%5.2% while the average guest check decreased by 4.4%, both as compared to 2023.2024. Food and beverage expenses increased 1.5% for the year ended December 31, 20242025 as compared to the prior year increased by 20.6%,year, primarily due to theemployee-related opening of our Durango property.costs.

Room. For the year ended December 31, 20242025 as compared to 2023,2024, room revenues increaseddecreased by 9.5%5.2% andprimarily roomdue expensesto increasedhotel byrenovations 15.8%.at TheGreen increaseValley inRanch. room revenues andRoom expenses for the year ended December 31, 20242025 aswere comparedin toline 2023, was primarily due towith the openingprior of our Durango property.year.

Our ADR improveddecreased by 2.2%3.0% and our revenue per available room improveddecreased by 2.7%1.3% for 20242025 as compared to 2023.2024. Our occupancy rate for the year ended December 31, 20242025 wasimproved in-lineby with1.6 thepercentage priorpoints year.as compared to 2024.

Other. Other primarily represents revenues from tenant leases, retail outlets, bowling, spas and entertainment, and their corresponding expenses. For the year ended December 31, 2024,2025, other revenues was consistent compared to 2024. Other expenses increased by 5.9%2.1% as compared to the prior year, primarily driven by additional leased outlets. Other expenses decreased by 5.8% as compareddue to theemployee-related prior year.costs.

Selling, General and Administrative (“SG&A”). SG&A expenses increased by 15.4%2.1% to $432.3$441.3 million for the year ended December 31, 20242025 as compared to $374.5$432.3 million for the prior year. 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.costs. As a percentage of net revenue, SG&A expenses for the year ended December 31, 20242025 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, 20242025 increased to $187.1$197.4 million as compared to $132.5$187.1 million for 2023.2024. The increase for 20242025 was primarily due to higher depreciation expense associated with Durango’snew assets placed in service in December 2023.service.

Write-downs and other, net. 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 costsenhancements and non-routine items. 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. 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. 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, 20242025 was $228.8$201.9 million, ana increasedecrease of 26.4%11.8% as compared to $181.0$228.8 million for 2023.2024. The increasedecrease in interest expense, net was primarily due to capitalizeda decrease in interest inrates the prior year as well as an increase inand borrowings for the current year. At December 31, 2024,2025, $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 4.36%5.22% to 4.38%.5.72%. 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, 2024,2025, an assumed 1% increase in variable interest rates would cause our annual interest rate cost to increase by approximately $17.1$17.3 million.

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 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. See “Financial Condition, Capital Resources and Liquidity” below and Note 87 to the Consolidated Financial Statements for additional information about the refinancing transactions as well as our other long-term debt.

Provision for Income Tax. For the years ended December 31, 20242025 and 2023,2024, we recognized income tax expense of $36.9$46.7 million and $43.0$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. 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%11.6% and 11.3%11.2% for the years ended December 31, 20242025 and 2023,2024, respectively, was less than the statutory rate. Additionally, our effective tax rate is impacted by the permanent tax adjustments.

Adjusted EBITDA for the years ended December 31, 20242025 and 20232024 and a reconciliation of our consolidated net income to Adjusted EBITDA are presented below (amounts in thousands). 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.arrangements.

Adjusted EBITDA is a non-GAAP measure that is presented solely as a supplemental disclosure. We believe that Adjusted EBITDA is a widely used measure of operating performance in our industry and is a principal basis for valuation of gaming companies. We believe that in addition to net income, Adjusted EBITDA is a useful financial performance measurement for assessing our operating performance because it provides information about the performance of our ongoing core operations. Adjusted EBITDA for the years ended December 31, 20242025 and 20232024 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 costsenhancements and non-routine items), interest expense, net, loss on extinguishment/modification of debt, change in fair value of derivative instrumentsinstruments, gain on Native American Development and provision for income tax.

At December 31, 2024,2025, 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 $4.2$2.6 million, $56.4$34.9 million of deferred tax assets, net, and a $53.9$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 $20.4$20.6 million liability under the TRA, of which $1.4$1.2 million is expected to be paid in the next twelve months and $5.5$5.4 million of other liabilities. The Holding Company’s $53.9 million intercompany note receivable from Station LLC is eliminated in consolidation. At December 31, 2023,2024, the Holding Company had cash of $0.2$4.2 million, $14.4 million of income tax receivable, $43.4$56.4 million of deferred tax assets, net, $34.0$53.9 million note receivable from Station LLC, a $22.1$20.4 million liability under the TRA, of which $1.7$1.4 million was current and $3.3$5.5 million of other liabilities.

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 inwith ana aggregateborrowing principal amountcapacity of up to $1.1 billion (the “New Revolving Credit Facility” and, together with the New Term Loan B Facility, the “Credit FacilitiesFacility”), and (b) made certain other amendments to the existing credit agreement, including the extinguishment of the existing term loan “A” facility.. The New Revolving Credit Facility will mature on March 14, 2029 and the New Term Loan B Facility will mature on March 14, 2031. Borrowings under the Credit FacilitiesFacility 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.

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. 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.

Our primary capital requirements for the near term are expected to be related to the operation and maintenance of our properties, debt service payments, dividends and distributions. Our anticipated uses of cash for 20252026 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$17.2 million and $201.2$189.5 million, respectively, on Station LLC’s indebtedness, (iviii) 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 (viv) 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. Other payment obligations include salaries, wages and employee benefits, service contracts, property taxes, insurance, federal income taxes and other obligations.

On February 11,10, 2025,2026, we announced that Red Rock will pay a quarterly cash dividend of $0.25$0.26 per share of Class A common stock, to be paid on March 31, 20252026 to shareholdersstockholders of record as of March 17,16, 2025.2026. 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$0.26 per LLC Unit, a portion of which will be paid to the other unit holders of Station Holdco. 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. 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.

On MayOctober 2,27, 2024,2025, our board of directors extended the expiration date of the equity repurchase program to December 31, 2025.2027 Ourand boardauthorized the repurchase of directorsan hasadditional authorized $600.0$300.0 million for repurchases of Class A common stockstock, increasing the authorized amount for repurchases under ourthe equityprogram repurchaseto program.$900.0 million. We are not obligated to repurchase any shares under the program. Subject to applicable laws and the provisions of any agreements restricting our ability to do so, repurchases may be made at our discretion from time to time through open market purchases, negotiated transactions or tender offers, depending on market conditions and other factors. DuringOur Class A common stock repurchases for the year ended December 31, 2024,2025 weincluded repurchased 75,0001,551,576 shares of our Class A common stockrepurchased 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 $52.29$51.45 per share. At December 31, 2024,2025, we had $309.0$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. The amount and timing of any repurchase will be based on business and market conditions, capital availability, compliance with debt covenants and other considerations.

Net cash provided by operating activities for the years ended December 31, 20242025 and 20232024 totaled $548.3$609.5 million and $494.3$548.3 million, respectively. Cash flow from operating activities for the year ended December 31, 20242025 included $209.7$198.1 million in interest payments and $30.3$20.4 million cash paid for income taxes, compared to $170.5$209.7 million and $21.1$30.3 million, respectively, for the prior year. 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, 20242025 increased as compared to the prior year due to ourincrease Durangoin propertyrevenues and changes in working capital accounts. Information about our operating activities is presented within Results of Operations above.

For the year ended December 31, 2023,2025, we borrowedreduced $476.5our millionoutstanding underindebtedness theby revolving$15.7 credit facility, and wemillion, paid $58.6$120.8 million in dividends to holders of our Class A common stock, $76.7$136.3 million in cash distributions to the noncontrolling interest holders of Station HoldcoHoldco, and$79.0 wemillion paidin $14.7stock repurchases, $24.0 million related to tax withholding on share-based compensation.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.

The gaming industry represents a significant source of tax revenue, particularly to the State of Nevada and its counties and municipalities. From time to time, various state and federal legislators and officials have proposed changes in tax law, or in the administration of such law, affecting the gaming industry. The Nevada legislature meets every two years for 120 days and when special sessions are called by the Governor. The currentmost recent legislative session beganended on FebruaryNovember 3,19, 2025. 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.

Deferred Income Taxes

We own all of the outstanding voting interests in Station LLC and have an indirect equity interest in Station LLC through our ownership of limited liability company interests in Station Holdco LLC (“Station Holdco,” and such interests, “LLC Units”), which owns all of the economic interests in Station LLC. At MarchJune 31,30, 2026, 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. We control and operate all of the business and affairs of Station Holdco and Station LLC, and conduct all of our operations through these entities. Other than assets and liabilities related to income taxes and the tax receivable agreement, our only material assets are our equity interest in Station Holdco, our voting interest in Station LLC and a note receivable from Station LLC. We have no operations outside of our management of Station Holdco and Station LLC.

A significant portion of our business is dependent upon customers who live and/or work in the Las Vegas metropolitan area. In MarchJune 2026, the unemployment rate in the Las Vegas metropolitan area was 5.4%5.2% as compared to 5.6%5.8% in MarchJune 2025. Statewide, the unemployment rate for MarchJune 2026 was 5.3%5.1% as compared to 5.7%5.4% in MarchJune 2025. In MarchJune 2026, the median price of an existing single-family home in Las Vegas according to the Las Vegas Realtors® was $480,000,$490,000, downup 1.0% from $485,000 in MarchJune 2025. Given the ongoing economic uncertainty driven by inflation, heightened interest rates, increased geo-political and regional uncertainty and conflicts, and the current administration’s approach to regulation and oversight, it is difficult to predict whether the trends in unemployment or housing prices in the Las Vegas area will continue.

We have continued to experience favorable customer trends,trends including strongin carded slot play and robustplay, spend per visit 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 consistent operating results in 2026. However, we cannot predict whether these trends will continue, nor can we predict the extent to which impacts of inflation, interest rate fluctuations and other economic uncertainties may affect our business in the future.

_______________________________________________________________ n/m = Not meaningful We view each of our Las Vegas casino properties as an individual operating segment. We aggregate all of our Las Vegas operating segments into one reportable segment because all of our Las Vegas properties offer similar products, cater to the same customer base, have the same regulatory and tax structure, share the same marketing programs, are directed by a centralized management structure and have similar economic characteristics. We also aggregate our Native American arrangements into one reportable segment. The results of operations for our Native American segment are discussed in the section entitled “Native American Management and Development Fees” and “Gain on Native American Development” below. The results for our Las Vegas operations are discussed in the remaining sections below.

Net Revenues. Net revenues for the three months ended MarchJune 31,30, 2026 were $507.3$510.3 million, ana increasedecrease of 1.9%3.0% as compared to $497.9$526.3 million for the prior year period. For the six months ended June 30, 2026, net revenues were $1.0 billion, remaining consistent as compared to the prior year period. For the three months ended MarchJune 31,30, 2026, our other revenues increased by 9.9%, while our casino, food and beverage and other revenues increased by 2.2%, 1.2% and 4.2%, respectively, and room revenues decreased by 9.3%1.9%, 1.4% and 8.8%, respectively, as compared to the same periodquarter in 2025. For the six months ended June 30, 2026, our other revenues increased by 7.0%, while our casino and food and beverage revenues remained consistent and our room revenues decreased by 9.1%, all as compared to the prior year period. Certain of our properties experienced construction disruption associated with renovations and build out of new amenities. In addition, our Native American management and development fees revenue for the three months ended MarchJune 31,30, 2026, were $3.8 million, a decrease of 62.0% as compared to $10.0 million for the prior year period which included a $6.1 million cumulative revenue catch-up related to prior years. For the six months ended June 30, 2026, we recognized Native American management and development fees revenue of $4.7$8.5 million, a decrease of 14.6% as compared to $10.0 million representingfor the prior year period which included a $6.1 million cumulative revenue catch-up related to prior years. Our Native American management and development fees revenue represents fees earned from our agreements with a Native American tribe to develop and manage the North Fork Project.

Operating Income. For the three and six months ended MarchJune 31,30, 2026, our operating income was $143.7$136.0 million comparedand to$279.7 $154.4million, respectively. For the three and six months ended June 30, 2025, our operating income was $168.0 million inand the$322.4 priormillion, year period.respectively. Additional information about factors impacting our operating income is included below.

Casino. Casino revenues increaseddecreased by 2.2%1.9% for the three months ended MarchJune 31,30, 2026, and were consistent for the six months ended June 30, 2026, as compared to the same periods in the prior year. For the three months ended June 30, 2026 as compared to the prior year period.period, our race and sports write increased by 4.9%, while our slot handle and table games drop remained consistent. For the threesix months ended MarchJune 31,30, 2026 as compared to the prior year period, our slot handle increasedand byrace 1.2%,and sports write remained consistent, while our table games drop decreased by 1.5%. For the three months ended June 30, 2026 our slot hold remained consistent, while our table games and race and sports writehold decreased by 3.6%3.8% and 5.0%,1.7%, respectively.respectively, all as compared to the prior year period. In addition, for the threesix months ended MarchJune 31,30, 2026, our slot hold and tablerace gamesand sports hold were consistent, while our racetable and sportsgames hold increaseddecreased by 1.8%,2.2%, all as compared to the prior year period. Casino expenses increased by 2.0% for the three and six months ended MarchJune 31,30, 2026 as compared to the prior year period,periods, decreased by 3.9% and 1.0%, respectively, primarily due to employee-related costs, partially offset by lower participation fees as a result of our finance leases.

Food and Beverage. Food and beverage includes revenues and expenses from our restaurants, bars and catering. For the three months ended MarchJune 31,30, 2026, food and beverage revenues increaseddecreased by 1.2%1.4% as compared to the same period in the prior yearyear, primarily due to ana increasedecrease in our catering business. For the six months ended June 30, 2026, food and beverage revenues were consistent as compared to the prior year period. For the three months ended MarchJune 31,30, 2026, the number of restaurant guests served decreased by 1.1%, while the average guest check increased by 3.1% as compared to the prior year period. For the six months ended June 30, 2026, the number of restaurant guests served was consistent, while the average guest check increased by 1.3%, both2.2% as compared to the prior year period. Food and beverage expenses increased slightly for three and six months ended MarchJune 31,30, 2026,2026 increased by 3.7% and 2.2%, respectively, as compared to the prior year period.periods, primarily due to higher cost of sales and employee-related costs.

Room. For the three and six months ended MarchJune 31,30, 2026 room revenues decreased by 9.3%8.8% and 9.1%, respectively, as compared to the prior year period,periods, primarily due to hotel renovations at Green Valley Ranch. Room expenses for the three months ended MarchJune 31,30, 2026 were in line with the prior year period. For the six months ended June 30, 2026, room expenses decreased by 2.4%1.5%, as compared to the prior year period, primarily due to lower housekeeping-related expenses,expenses and hotel commissions and employee-related costs.commissions.

For the three and six months ended MarchJune 31,30, 2026, our occupancy rate, ADR and revenue available per available room were consistent as compared to the prior year period. Our occupancy rate for the three months ended March 31, 2026 decreased by 1.0 percentage point as compared to the prior year period.periods.

Native American Management and Development Fees. Native American management and development fees revenue represents fees earned from our management and development agreements with the North Fork Rancheria of Mono Indians (the “Mono”). Under the terms of our development agreement, we are entitled to receive a development fee of 4% of the costs of construction for our development services related to the North Fork Project. 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. Development feefees revenue for the three and six months ended MarchJune 31,30, 2026 was $2.9$2.8 million.million and $5.7 million, respectively. For the three months ended MarchJune 31,30, 2025, we recorded $10.0 million in development fees revenue, which included a $6.1 million cumulative revenue catch-up related to prior years. For the three and six months ended June 30, 2026, we recognizedrecorded $1.8$1.0 million and $2.8 million, respectively, of management feefees revenue related to reimbursable costs incurred under the management agreement with the Mono. Reimbursable costs represent amounts received or due under our management agreement with the Mono for the reimbursement of expenses, primarily payroll costs, that we incur on their behalf. Additional information about our Native American development is included in Note 3 to the Condensed Consolidated Financial Statements.

Selling, General and Administrative (“SG&A”). For the three and six months ended MarchJune 31,30, 2026, SG&A expenses increased 9.2%by 5.3% to $114.4$117.9 million and 7.2% to $232.3 million, respectively, as compared to the prior year period.periods. The increaseincreases in SG&A expenses were primarily due to employee-related costs and reimbursable expenses related to our Native American management agreement with the Mono. As a percentage of net revenue, SG&A expenses for the three and six months ended MarchJune 31,30, 2026 increased slightly as compared to the prior year period.periods.

Depreciation and Amortization. For the three and six months ended MarchJune 31,30, 2026, depreciation and amortization expense increased by 15.6%22.9% and 19.2%, respectively, as compared to the prior year period,periods, primarily due to new assets placed in service.

Write-downs and Other, net. For the three and six months ended MarchJune 31,30, 2026, write-downs and other, net totaled $4.7$2.6 million and $7.3 million, respectively, primarily comprising development and preopening expenses, business innovations development expenses and loss on asset disposals. For the three and six months ended MarchJune 31,30, 2025, write-downs and other, net totaled $4.1$4.0 million and $8.1 million, respectively, primarily comprising development and preopening and other non-routine expenses.

Interest Expense, net. Interest expense, net decreased to $49.5$49.6 million and $99.1 million for the three and six months ended MarchJune 31,30, 2026, respectively, as compared to $51.1$50.6 million and $101.7 million, respectively, for the same periodperiods in 2025. The decrease in interest expense was due to lower interest rates for the current year periodperiods as compared to the same periodperiods in the prior year. Additional information about our long-term debt is included in Note 5 to the Condensed Consolidated Financial Statements.

Change in Fair Value of Derivative Instruments. For the three and six months ended MarchJune 31,30, 2026, we recognized a net gaingains of $1.0$3.1 million and $4.1 million, respectively, in change in the fair value of our interest rate collars, primarily due to favorable movements in the forward interest rate curve. For the three and six months ended MarchJune 31,30, 2025, we recognized net losses of $5.2$2.3 million and $7.5 million, respectively, in change in the fair value of our interest rate collars, primarily due to downward movements in the forward interest rate curve.

Provision for Income Tax. For the three and six months ended MarchJune 31,30, 2026, we recognized a provision for income tax of $13.1$13.5 million.million and $26.6 million, respectively. Station Holdco is treated as a partnership for income tax reporting purposes and Station Holdco’s members are liable for federal, state and local income taxes based on their share of Station Holdco’s taxable income. 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 13.7%15.0% and 14.3% for the three and six months ended MarchJune 31,30, 20262026, respectively, was less than the statutory rate. Additionally, our effective tax rate is impacted by the permanent tax adjustments. We recognized income tax expense of $12.8$15.9 million and $28.7 million for the three and six months ended MarchJune 31,30, 2025.2025, respectively.

Net Income Attributable to Noncontrolling Interests. Net income attributable to noncontrolling interests for the three and six months ended MarchJune 31,30, 2026 and 2025 represented the portion of net income attributable to the ownership interest in Station Holdco not held by us.

Adjusted EBITDA for the three and six months ended MarchJune 31,30, 2026 and 2025 for our two reportable segments and a reconciliation of net income to Adjusted EBITDA are presented below (amounts in thousands). The Las Vegas operations segment includes all of our Las Vegas casino properties and the Native American segment includes our Native American arrangements.

Adjusted EBITDA is a non-GAAP measure that is presented solely as a supplemental disclosure. We believe that Adjusted EBITDA is a widely used measure of operating performance in our industry and is a principal basis for valuation of gaming companies. We believe that in addition to net income, Adjusted EBITDA is a useful financial performance measurement for assessing our operating performance because it provides information about the performance of our ongoing core operations. Adjusted EBITDA for the three and six months ended MarchJune 31,30, 2026 and 2025 includes net income plus depreciation and amortization, share-based compensation, write-downs and other, net (including gains and losses on asset disposals, preopening and development, business innovation and technology enhancements and non-routine items), interest expense, net, change in fair value of derivative instrumentsinstruments, gain on Native American development and provision for income tax.

At MarchJune 31,30, 2026, 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 $0.9$7.9 millionmillion, and $32.1$26.4 million of deferred tax assets, net, and a $3.8 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 $12.5$12.0 million in income tax payable and a $19.4 million liability under the TRA, of which $1.2 million is expected to be paid in the next twelve months and $5.3$5.2 million of other liabilities. At December 31, 2025, 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 was current and $5.4 million of other liabilities.

The Holding Company recognized net losses of $12.9$13.4 million and $12.1$26.4 million for the three and six months ended MarchJune 31,30, 20262026, respectively, and $13.6 million and $25.6 million for the three and six months ended June 30, 2025, respectively, primarily due to the provision for income taxes.

At MarchJune 31,30, 2026, we had $134.0$136.5 million in cash and cash equivalents. Station LLC maintains its borrowing availability under its Revolving Credit Facility, subject to continued compliance with the terms of the credit facility. At MarchJune 31,30, 2026, Station LLC’s borrowing availability under the Revolving Credit Facility was $743.0$707.5 million, which was net of $310.0$345.0 million in outstanding borrowings and $47.0$47.5 million in outstanding letters of credit and similar obligations.

Our primary capital requirements for the near term are expected to be related to the operation and maintenance of our properties, debt service payments, dividends and distributions. Our anticipated uses of cash for the remainder of 2026 include (i) approximately $260$120 million to $310$170 million for capital expenditures, (ii) required principal and interest payments on Station LLC’s indebtedness totaling $13.0$8.6 million and $147.5$99.1 million, respectively, (iii) dividends to our Class A common stockholders, including approximately $15.2$15.4 million to be paid in JuneSeptember 2026, and (iv) distributions to noncontrolling interest holders of Station Holdco, including approximately $11.9 million to be paid in JuneSeptember 2026 and including “tax distributions” that may be made quarterly when required and in amounts that may vary from quarter to quarter. Other payment obligations include salaries, wages and employee benefits, service contracts, property taxes, insurance and other obligations.

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 million of Class A common stock, increasing the amount authorized for repurchases under the program to $900 million. We are not obligated to repurchase any shares under the program. Subject to applicable laws and the provisions of any agreements restricting our ability to do so, repurchases may be made at our discretion from time to time through open market purchases, negotiated transactions or tender offers, depending on market conditions and other factors. During the threesix months ended MarchJune 31,30, 2026, we repurchased 635,657 shares of our Class A common stock at a weighted average price per share of $60.32. At MarchJune 31,30, 2026, we had $486 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. The amount and timing of any repurchases will be based on business and market conditions, capital availability, compliance with debt covenants and other considerations.

In March 2026, we entered into a new finance lease agreement for certain equipment used in our operations. The new lease commenced on March 1, 2026 and has a term of five years. The fixed monthly payment for the finance lease is $0.3 million. At MarchJune 31,30, 2026, the carrying amount of the new finance lease ROU asset was $14.7$13.9 million and the carrying amount of the finance lease liabilities was $15.0$14.1 million, of which $2.7 million is classified as current.

For the threesix months ended MarchJune 31,30, 2026, net cash provided by operating activities was $139.8$297.8 million as compared to $126.2$284.7 million for the prior year period. Cash flows from operating activities for the threesix months ended MarchJune 31,30, 2026 and 2025 included $58.2$95.8 million and $63.2$101.9 million in interest payments, respectively. In addition, our operating cash flows for the threesix months ended MarchJune 31,30, 2026 increased as compared to the prior year period primarily due to changes in working capital accounts. Information about our operating activities is presented within Results of Operations above.

For the threesix months ended MarchJune 31,30, 2026 and 2025, cash paid for capital expenditures totaled $117.2$257.0 million and $68.2$146.4 million, respectively. Capital expenditures for the threesix months ended MarchJune 31,30, 2026 and 2025 were primarily related to various renovation and expansion projects. For the threesix months ended MarchJune 31,30, 2025, cashwe received $110.5 million in proceeds from the repayment of Native American development costs. In addition, for the six months ended June 30, 2025, we paid $34.5 million for Native American development costs related to the North Fork Project totaled $24.2 million.Project.

During the threesix months ended MarchJune 31,30, 2026, we increased our outstanding indebtedness by $151.1$182.2 million through borrowings under the existing revolving credit facility, paid $75.3$90.6 million in dividends to Class A common stockholders and $57.8$82.3 million in cash distributions to the noncontrolling interest holders of Station Holdco. We also paid $38.3 million for stock repurchases andof $4.8our Class A common stock, $7.3 million related to tax withholding on share-based compensation.compensation and $6.7 million on our finance lease agreements.

During the threesix months ended MarchJune 31,30, 2025, we paid $16.0$90.5 million in dividends to Class A common stockholders and $11.5$94.9 million in cash distributions to the noncontrolling interest holders of Station Holdco. We also paid $4.4$30.9 million for repurchases of our Class A common stock, $5.2 million related to tax withholding on share-based compensation and reduced our outstanding indebtedness by $13.9$7.9 million.

The agreements governing our credit facility and the indentures governing our senior notes impose significant operating and financial restrictions on us, including certain limitations on our and our subsidiaries’ ability to, among other things, obtain additional debt or equity financing due to applicable financial and restrictive covenants in our debt agreements. The financial ratio covenants contained in the recent amendments to the Credit Agreement include a maximum Consolidated Senior Secured Net Leverage Ratio of 5.00 to 1.00. We believe that as of MarchJune 31,30, 2026, Station LLC was in compliance with the covenants contained in the credit facility and the indentures governing the senior notes.

At MarchJune 31,30, 2026, 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. At MarchJune 31,30, 2026, we had outstanding letters of credit and similar obligations totaling $47.0$47.5 million.

A description of our indebtedness is included in Note 7 to the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 and Note 5 to the Condensed Consolidated Financial Statements. There were no material changes to the terms of our indebtedness during the threesix months ended MarchJune 31,30, 2026.

A description of our critical accounting policies and estimates is included in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025. There were no material changes to our critical accounting policies and estimates during the threesix months ended MarchJune 31,30, 2026.