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

Our financial results are affected by the global and regional economies in which we have operations. Consumer demand for hotels, casino resorts, trade shows, conventions and the type of luxury amenities that we offer is particularly sensitive to downturns or perceived downturns in the economies in which we operate, which could harm consumer confidence in the economy and adversely affect discretionary spending. Because a significant number of our customers come from the PRC, Hong Kong and Taiwan, the economic condition of Macau and its surrounding region, in particular, affects the gaming industry in Macau and our Macau Operations. As a result, changes in discretionary spending or consumer preferences brought about by factors such as perceived or actual negative general economic conditions, perceived or actual changes in disposable consumer income and wealth, inflationary pressures, economic recession, or changes in consumer confidence could reduce customer demand for the luxury amenities and leisure activities we offer and may negatively impact our results of operations.

In the recent past, negative macroeconomic conditions, such as inflationary pressures, relatively low levels of unemployment, and centralized efforts to control and mitigate the impact of those conditions, caused an increaseincreases in interest rates, caused decreases in consumer discretionary spending and disruption and volatility within the capital markets,markets. Although the U.S. economy has shown a strong recovery, with GDP growth above pre-pandemic levels, the global economy is experiencing a slower recovery. In addition, lingering inflationary pressures, elevated interest rates (as compared to 2021 and althoughthe theseyears conditions have improved, they continueprior to that) and ongoing geopolitical tensions, including a volatile global trade policy, remain significant risks to ongoing economic recovery and may present fiscal and monetary policy uncertainty.uncertainty or changes in such policy that could have a negative impact on consumer discretionary spending. As a resultresult, our gaming revenues, financial condition, results of operations and cash flows could be adversely affected by a furtherdelay deteriorationor ofstall thein currentany macroeconomiceconomic environment,recovery or, an economic slowdown or recession in the U.S. or global economy, or perception that any of these events may occur.

United StatesU.S. gaming regulatory authorities have broad powers to request detailed financial and other information, to limit, condition, suspend or revoke a registration, gaming license or related approvals; approve changes in our operations; and levy fines or require forfeiture of assets for violations of gaming laws or regulations. Complying with gaming laws, regulations and license requirements is costly. Any change in gaming laws, regulations or licenses applicable to our business or a violation of any current or future laws or regulations applicable to our business or gaming licenses could require us to make substantial expenditures and forfeit assets, and would negatively affect our gaming operations.

Failure to adhere to the regulatory and gaming requirements in Macau could result in the revocation of our Macau Operations' concession or otherwise negatively affect our operations in Macau. Moreover, we are subject to the risk that U.S. regulators may not permit us to conduct operations in Macau in a manner consistent with the way in which we intend, or the applicable U.S. gaming authorities require us, to conduct our operations in the United States.U.S.

For example, previously the Company received requests for information from the U.S. Attorney’s Office for the Southern District of California ("USAO") relating to its anti-money laundering policies and procedures, and beginning in 2020 had received several grand jury subpoenas regarding various transactions at Wynn Las Vegas relating to certain patrons and agents who reside or operate in foreign jurisdictions. On September 6, 2024, Wynn Las Vegas entered into a non-prosecution agreement ("NPA") with the USAO and the United StatesU.S. Department of Justice, resolving such investigation. Pursuant to the NPA, Wynn Las Vegas agreed to forfeit $130 million in funds involved in the transactions at issue and continue to make certain enhancements to its compliance program.

Geopolitical tensions, notably with respect to international trade, including increasesthe inimposition or threatened imposition of increased tariffs and company and industry specific restrictions, in addition to changes in national security policies and other similar and geopolitical events, could cause economic disruption and adversely impact our business and results of operations. Various types of restrictions and sanctions have been placed by government agencies on targeted industries and companies which could potentially negatively impact the intended subject as well as other companies and persons sharing a common country of operations. These types of events have also caused significant volatility in the regional economies in which these restrictions and sanctions are imposed which may negatively impact discretionary consumer spending, disposable consumer income and wealth or changes in consumer confidence, and in turn, demand for our products and services, or worsen or exacerbate the impact of current negative macroeconomic conditions on our business and results of operations, as further described above.

We are dependent on the willingness of our customers to travel. Most of our revenue is from customers who travel to our properties. Acts of terrorism or concerns over the possibility of such acts have in the past disrupted, and may again severely disrupt, domestic and international travel, which has resulted, and could in the future result, in a decrease in customer visits to our properties. Regional conflicts could have a similar effect on domestic and international travel. Disruptions in air or other forms of travel as a result of any terrorist act, outbreak of hostilities, escalation of war or worldwide infectious disease outbreak have had, and could in the future have, a material and adverse effect on our business and financial condition, results of operations and cash flows. Regional demand for casino resorts and inbound tourism to Macau still continues to recover. We cannot predict when, or even if, operations at our properties in Macau will return to pre-pandemic levels.

Las Vegas Operations and Encore Boston Harbor. Our Las Vegas Operations compete with other Las Vegas Strip hotels and with other hotel casinos in Las Vegas on the basis of overall atmosphere, range of amenities, level of service, price, location, entertainment, theme and size, among other factors. There are currently several large-scale integrated resort projects either recently completed or under development in the vicinity of our Las Vegas Operations, which may present increased competition in the future. Wynn Las Vegas also competes with other casino resort and hotel facilities in other cities. The proliferation of gaming activities in other areas could significantly harm our business as well. In particular, the legalization or expansion of casino gaming in or near metropolitan areas from which we attract customers could have a negative effect on our business. In addition, new or renovated casinos in Macau or elsewhere in Asia could draw Asian gaming customers away from Wynn Las Vegas. Encore Boston Harbor competes with other casinos in the northeastern United States.U.S. Additional competition in the northeastern United StatesU.S. as a result of the upgrading or expansion of facilities by existing market participants, the entrance of new gaming participants into a market or legislative changes may harm our business. As competing properties and new markets are opened, our operating results may be negatively impacted.

Las Vegas Operations and Encore Boston Harbor. While gaming debts evidenced by a credit instrument, including what is commonly referred to as a "marker," are enforceable under the current laws of Nevada and Massachusetts, and judgments on gaming debts are enforceable in all states of the United StatesU.S. under the Full Faith and Credit Clause of the United StatesU.S. Constitution, other jurisdictions may determine that direct or indirect enforcement of gaming debts is against public policy. Although courts of some foreign nations will enforce gaming debts directly and the assets in the United StatesU.S. of foreign debtors may be used to satisfy a judgment, judgments on gaming debts from U.S. courts are not binding on the courts of many foreign nations. We cannot assure that we will be able to collect the full amount of gaming debts owed to us, even in jurisdictions that enforce them. Changes in economic conditions may make it more difficult to assess creditworthiness and more difficult to collect the full amount of any gaming debt owed to us. Our inability to collect gaming debts could have a significant negative impact on our financial condition and results of operations.

In addition, investments with other investors involve risks such as the possibility that a co-investor might become bankrupt or not have the financial resources to meet its obligations, which could subject us to additional liability in cases where we may agree, on a joint and several basis with such co-investor, to provide a completion guarantee and/or other forms of credit support for a project (such as the completion guarantee and contingent equity credit support we provided related to the Wynn Al Marjan Island project as further described in Item 7—"Management's Discussion and Analysis of Financial Condition and Results of Operations," "Liquidity and Capital Resources"), have economic or business interests or goals that are inconsistent with our business interests or goals, or take action contrary to our policies or objectives. Consequently, actions by a co-investor might subject the properties or businesses owned by such entities to additional risk. Further, we may be unable to take action without the approval of our co-investors, or our co-investors could take actions binding on the property without our consent. Additionally, should a co-investor become bankrupt, we could become liable for its share of liabilities, including pursuant to any of the above-mentioned credit support or similar types of instruments.

Any violation of applicable anti-money laundering laws and regulations, the Foreign Corrupt Practices Act ("FCPA") and other anti-corruption laws, or resulting sanctions and penalties could adversely affect our business, performance, prospects, value, financial condition, and results of operations.

Further, we have operations, and a significant portion of our revenue is derived outside of the United States.U.S. We are therefore subject to regulations imposed by the FCPA and other anti-corruption laws that generally prohibit U.S. companies and their intermediaries from offering, promising, authorizing or making improper payments to foreign government officials for the purpose of obtaining or retaining business. Violations of the FCPA and other anti-corruption laws may result in severe criminal and civil sanctions as well as other penalties, and the SEC and U.S. Department of Justice have increased their enforcement activities with respect to such laws and regulations. The Office of Foreign Assets Control and the U.S. Department of Commerce administer and enforce economic and trade sanctions based on U.S. foreign policy and national security goals against targeted foreign states, organizations, and individuals. Failure to comply with these laws and regulations could increase our cost of operations, reduce our profits, or otherwise adversely affect our business, financial condition, and results of operations.

We have incurred, and may in the future incur, costs to comply with environmental requirements, such as those relating to discharges into the air, water and land, the handling and disposal of solid and hazardous waste and the cleanup of properties affected by hazardous substances. Under these and other environmental requirements we have been and may be required to investigate and clean up hazardous or toxic substances or chemical releases at our property.properties. As an owner or operator, we could also be held responsible to a governmental entity or third parties for property damage, personal injury and investigation and cleanup costs incurred by them in connection with any contamination.

These laws typically impose cleanup responsibility and liability without regard to whether the owner or operator knew of or caused the presence of the contaminants. The liability under those laws has been interpreted to be joint and several unless the harm is divisible and there is a reasonable basis for allocation of the responsibility. The costs of investigation, remediation or removal of those substances may be substantial, and the presence of those substances, or the failure to remediate a property properly, may impair our ability to use our property. Contamination has been identified at and in the vicinity of our sitesites in Everett, Massachusetts. The ultimate cost of remediating contaminated sites is difficult to accurately predict, and we have exceeded our initial estimates of the remediation costs for the Everett site.predict. We may also be required to conduct additional investigations and remediation with respect to thisthese site.sites.

We rely on information technology and other systems (including those maintained by third parties with whom we contract to provide data services) to maintain and transmit large volumes of customer financial information, credit card settlements, credit card funds transmissions, mailing lists, reservation information, and other personally identifiable information. We also maintain important internal company data such as personally identifiable information about our employees and information relating to our operations. The systems and processes we have implemented to protect customers, employees and company information are subject to the ever-changing risk of compromised security. Attempts by others to gain unauthorized access to information technology and other systems and the data contained therein are becoming increasingly sophisticated and difficult to anticipate and prevent. The rapid evolution of artificial intelligence has increased the complexity and frequency of such attempts. As a result, we face cybersecurity risks including cyber and physical security breaches, system failure, phishing attacks, computer viruses, worms, ransomware, malicious software programs and negligent or intentional misuse by customers, company employees, or employees of our third-party information system service providers. The steps we take to deter, detect, and mitigate these risks may not be successful. Cybercriminals, including hackers and those working in the capacity of State actors or on behalf of a cybercrime group, may circumvent security measures, and our insurance coverage for protecting against claims, liability and damages caused by cybersecurity risks and incidents, including those related to third-party information system service providers, may not be sufficient. Our third-party information system service providers face risks relating to cybersecurity similar to ours, and we do not directly control any of such parties' information security operations.

Our business uses and transmits large volumes of employee and customer data, including credit card numbers and other personal information in various information systems that we maintain in areas such as human resources outsourcing, website hosting, and various forms of electronic communications. Our customers and employees have a high expectation that we will adequately protect their personal information. Our collection and use of personal data are governed by privacy laws and regulations, and privacy law is an area that changes often and varies significantly by jurisdiction. For example, the European Union (EU)'s General Data Protection Regulation ("GDPR") requires companies to meet stringent requirements regarding the handling of personal data. The GDPR captures data processing by non-EU firms with no EU establishment as long as firms' processing relates to "offering goods or services" or the "monitoring" of individuals in the EU. In addition to governmental regulations, there are credit card industry standards or other applicable data security standards we must comply with as well. Compliance with applicable privacy regulations may increase our operating costs and/or adversely impact our ability to market our products, properties and services to our guests. In addition, non-compliance with applicable privacy regulations by us (or in some circumstances non-compliance by third parties engaged by us) or a breach of security on systems storing our data may result in damage of reputation and/or subject us to fines, payment of damages, lawsuits or restrictions on our use or transfer of data. For example, failure to meet the GDPR requirements could result in penalties of up to four percent of worldwide revenue. Any misappropriation of confidential or personally identifiable information gathered, stored or used by us, be it intentional or accidental, could have a material impact on the operation of our business, including severely damaging our reputation and our relationships with our customers, employees and investors. Laws in the United StatesU.S. in this area are also developing quickly. Laws in all 50 states require businesses to provide notice to customers whose personally identifiable information has been disclosed as a result of a data breach. Some states, such asincluding California, VirginiaVirginia, Colorado, Connecticut, Utah, Texas, and Colorado,Delaware have adopted privacy laws. Such adoption may indicate a trend for further legislation across all states.

Our intellectual property assets, especially the logo version of "Wynn," are among our most valuable assets. We have filed applications with the U.S. Patent and Trademark Office ("PTO") and with various foreign patent and trademark registries including registries in Macau, China, Hong Kong, Singapore, Taiwan, Japan, the United Arab Emirates, certain European countries and various other jurisdictions throughout the world, to register a variety of WYNN-related trademarks and service marks in connection with a variety of goods and services. Some of the applications are based upon ongoing use and others are based upon a bona fide intent to use the marks in the future.

Some of our employees are represented by labor unions.unions under various collective bargaining agreements with different expiration dates. There is no certainty that we will successfully negotiate new agreements with these unions that extend beyond the current expiration dates, or that these new agreements will be on terms that will allow us to be competitive. From time to time, we have experienced attempts by labor organizations to organize certain of our non-union employees. These efforts have achieved some success to date. We cannot provide any assurance that we will not experience additional and successful organizing activity in the future. The impact of any future organizing activity or labor dispute or work stoppage with respect to those of our employees who are represented by labor unions could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Macau's subtropical climate and location on the South China Sea are subject to extreme weather conditions including typhoons and heavy rainstorms, such as Typhoon Ragasa in 2025, Typhoon Mangkhut in 2018 and Typhoon Hato in 2017. Unfavorable weather conditions could negatively affect the profitability of our resorts and prevent or discourage guests from traveling to Macau. Flooding, unscheduled interruption in the technology or transportation services or interruption in the supply of public utilities may lead to a shutdown of any of our resorts in Macau. The occurrence and timing of such events cannot be predicted or controlled by us and may have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Pursuant to the Gaming Concession Contract and the Laws and Administrative Regulations, the Macau government may rescind the gaming concession if Wynn Macau SA fails to fulfill its obligations under the Macau law or the Gaming Concession Contract, including in the circumstances of (i) endangerment to the national security of mainland China or Macau, (ii) failure on the part of Wynn Macau SA to perform its obligations under the Gaming Concession Contract, (iii) public interest, and (iv) Wynn Macau SA ceasing to be eligible for the gaming concession under the Macau gaming law. If the Macau government rescinds the Gaming Concession Contract due to the Wynn Macau SA’s non-fulfilment,non-fulfillment, or perceived non-fulfillment, of its obligations, Wynn Macau SA will be required to transfer to the Macau government, free from any encumbrance or lien and without compensation, all of its casinos, gaming assets and equipment and ownership rights to its casino areas in Macau. Beginning in the eighth year of Wynn Macau SA’s concession, the Macau government may exercise its right to redeem the concession by providing Wynn Macau SA with at least one-year prior written notice. In such event, Wynn Macau SA would be entitled to fair and equitable compensation pursuant to the Macau gaming law. The amount of such compensation relating to the projects agreed with the Macau government would be determined based on the earnings of thesethose projects,assets, before interest, depreciation and amortization for the fiscal year immediately preceding the date the redemption is declared, multiplied by the number of years remaining on the term of the Gaming Concession Contract. Wynn Macau SA is currently in its thirdfourth year of concession. The loss of our concession would prohibit us from conducting gaming operations in Macau, which would have a material adverse effect on our business and financial condition.

The Massachusetts Gaming Act requires a gaming licensee to affirmatively maintain its suitability to hold a gaming license in the Commonwealth of Massachusetts. Under the MGC’s continuing duty regulations, we are required to report to notify and update the MGC of certain matters including but not limited to any denial, suspension or revocation in any jurisdiction of a gaming related license; any discipline, including a fine or warning, related to gaming operations imposed upon the gaming licensee or qualifier by any government agency in any jurisdiction; any arrest, indictment, charge or criminal conviction of any qualifier in any jurisdiction; any complaints, allegations, or notice of investigation thereof against the gaming licensee, qualifier, or any gaming entity owned or operated by the parent to the gaming licensee, that if substantiated could reasonably lead to potential revocation or suspension of the license or approval held by the gaming licensee, qualifier, or gaming entity owned or operated by the parent to the gaming licensee, in that jurisdiction and/or imposition of a fine of $50,000 or greater.

Licensing or other disciplinary action against us outside of the Commonwealth of Massachusetts, including by the government of Macau, may be considered by the MGC in assessment of our ongoing suitability to hold a license in the Commonwealth of Massachusetts and may subject us to fines, license conditions, license suspension or license revocation.

As of December 31, 2024,2025, we had a total of 303305 table games at Wynn Palace and 257253 at Wynn Macau approved by the Macau's DICJ.Gaming Inspection and Coordination Bureau. We are approved by the Macau government to operate 570 gaming tables and 1,100 gaming machines at our Macau Operations currently. The mix of table games in operation at Wynn Palace and Wynn Macau changes from time to time as a result of marketing and operating strategies in response to changing market demand and industry competition. Failure to shift the mix of our table games in anticipation of market demands and industry trends may negatively impact our operating results.

AsWe ofare December 31, 2024, Elaine P. Wynn owned approximately 8.85% of our outstanding common stock. As a result, Elaine P. Wynn may be ableparty to exert influence over all matters requiring our stockholders’ approval, including the approval of significant corporate transactions. On August 3, 2018, we entered into a Cooperation Agreement (the "Cooperation Agreement") with Elaine P. Wynn regarding the composition of the Company's Board of Directors and certain other matters, including, among other things, the appointment of Mr. Philip G. Satre to the Company's Board of Directors, standstill restrictions, releases, non-disparagement and reimbursement of expenses. The term of the Cooperation Agreement expires on the date that Phil Satre no longer serves as Chair of the Board, unless earlier terminated pursuant to the circumstances described in the Cooperation Agreement.

TheIn the past, the trading price of our common stock has been and may continue to be subject to wide fluctuations. Our stock price may fluctuate in response to a number of events and factors, such as general United States,U.S., China, and world economic and financial conditions, our own quarterly variations in our operating results, increased competition, changes in financial estimates and recommendations by securities analysts, changes in applicable laws or regulations, changes affecting the travel industry, and other events impacting our business. The stock market in general, and stock prices for companies in our industry in particular, hashave experienced periods of extreme volatility that may be unrelated to the operating performance of a particular company. These broad market and industry fluctuations may adversely affect the price of our common stock, regardless of our operating performance.performance and results.

Failure to meet our payment obligations or other obligations could result in acceleration of our indebtedness, foreclosure upon our assets that serve as collateral or bankruptcy and trigger cross defaults under other agreements. Servicing our indebtedness requires a substantial portion of our cash flow from our operations and reduces the amount of available cash to fund working capital and other cash requirements or pay for other capital expenditures. We may not be able to obtain additional financing, if needed. The applicable rates with respect to a portion of the interest we pay will fluctuate with market rates and, accordingly, our interest expense will increase asif, and to the extent that, market interest rates increase.

We are permitted to incur additional indebtedness if certain conditions are met, including conditionsmet under ourcertain WM Cayman II Revolver,of our WRFcredit Credit Facilities,facilities and our indentures. If we incur additional indebtedness, the risks described above will be exacerbated.

We are a designer, developer, and operator of integrated resorts featuring luxury hotel rooms, high-end retail space, an array of dining and entertainment options, meeting and convention facilities, and gaming, all supported by an unparalleled focus on our guests, our people, and our community. Through our approximately 72% ownership of Wynn Macau, Limited ("WML"), our concessionaire Wynn Resorts (Macau) S.A. ("Wynn Macau SA") operates two integrated resorts in the Macau Special Administrative Region of the People's Republic of China ("Macau"), Wynn Palace and Wynn Macau (collectively, our "Macau Operations"). In Las Vegas, Nevada, we operate and, with the exception of certain retail space, own 100% of Wynn Las Vegas. We are a 50.1% owner and managing member of a joint venture that owns and leases certain retail space at Wynn Las Vegas (the "Retail Joint Venture"). We refer to Wynn Las Vegas, Encore, an expansion at Wynn Las Vegas, and the Retail Joint Venture as our Las Vegas Operations. In Everett, Massachusetts, we operate Encore Boston Harbor, an integrated resort. During the twelve months ended December 31, 2024, Wynn Interactive Ltd. no longer met the requirements for a reportable segment due to the Company's decision to cease operating Wynn Interactive's digital sports betting and casino business. As a result, its assets and results of operations are presented in Corporate and other and previous period amounts have been reclassified to be consistent with the current period presentation of the Company's reportable segments.

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

The decrease in net income attributable to Wynn Resorts, Limited for the year ended December 31, 20242025 was primarily relatedattributable to aan decreaseincrease in the benefitprovision fromfor income taxes of $500.5$101.3 million,million partiallyand offseta bydecrease increasedof revenues$63.8 atmillion ourin Macauinterest Operations.income.

Casino revenues increased primarily due to higher gaming volumes at our Macau Operations which benefited from growing tourism in Macau during the year ended December 31, 2024. The table below sets forth our casino revenues and associated key operating measures (dollars in thousands, except for win per unit per day):

Room revenues increaseddecreased $56.4$100.9 million, primarily due to higherlower ADR atacross all of our Las Vegas Operations.properties.

Food and beverage revenues increaseddecreased $40.5$31.3 million, primarily due to increaseda restaurantdecrease coversin andrevenues averagefrom checknightlife amountsvenues at our Las Vegas Operations during the year ended December 31, 2025. The year ended December 31, 2024 included incremental food and beverage revenue at our MacauLas Operations.Vegas Operations from Super Bowl-related events.

Entertainment, retail and other revenues decreasedincreased $43.8$9.7 million,million primarilyin duetotal toacross our properties, and was offset by a decrease in operating revenues of $16.5 million at Wynn Interactive asfollowing athe resultclosure of our decision to close Wynn Interactive'sits digital sports betting and casino gamingbusiness business.in the third quarter of 2024.

Food and beverageRoom expenses increased $19.2 million and $16.2$12.1 million at our Las Vegas OperationsOperations, largely due to payroll and ourrelated Macaucosts, Operations,including respectively,higher stock-based compensation expense as a result of higherstock payrollawards andgranted otherto operatingemployees costs.in connection with the 20th Anniversary.

Depreciation and amortization decreased $33.7$32.1 million at Encore Boston Harbor as a result of certain furniture, fixtures and equipment assets being fully depreciated five years after the opening of the property in June of 2019.

Property charges and other expenses for the year ended December 31, 2024 consisted primarily of $130.0 million of forfeitures pursuant to a non-prosecution agreement and the Company's $9.4 million contribution towards a legal settlement, both of which are described in Item 8—"Financial Statements and Supplementary Data," Note 18, "Commitments and Contingencies."settlement. Property charges and other expenses for the year ended December 31, 2024 also included $20.7 million of asset abandonments at our Macau Operations, $61.5 million of expensed project costs related to a discontinued development project at Corporate and other, $16.9 million of contract termination and other costs related to Wynn InteractiveInteractive, andpartially offset by a gain of $24.6 million related to the sale of certain Wynn Interactive assets.

Interest expense, net of capitalized interest, decreased $63.1$62.9 million primarily due to a decrease in the weighted average debt balance,balance fromto $12.38$10.98 billion for the year ended December 31, 2023,2025 tofrom $11.45 billion for the year ended December 31, 2024, and a decrease in the weighted average interest rate to 5.68% for the year ended December 31, 2025 from 6.00% for the year ended December 31, 2024. In addition, we capitalized interest of $23.0$49.7 million and $5.8$23.0 million in the years ended December 31, 20242025 and 2023,2024, respectively.

We incurred a foreign currency remeasurement gainloss of $29.2$8.6 million and a lossgain of $11.5$29.2 million for the years ended December 31, 20242025 and 2023,2024, respectively. The impact of the exchange rate fluctuation of the Macau pataca, in relation to the United States ("U.S.") dollar, on the remeasurements of U.S. dollar denominated debt and other obligations from our Macau-related entities primarily drove the variability between periods.

For the years ended December 31, 20242025 and 2023,2024, we recorded an income tax expense of $3.7$105.0 million and a benefitexpense of $496.8$3.7 million, respectively. The 2025 income tax expense primarily relates to U.S. profitability as well as an increase in the valuation allowance on foreign tax credit ("FTC") carryforwards. The 2024 income tax expense primarily relates to U.S. profitability as well as an increase in non-deductiblenondeductible expenses offset by the release of valuation allowance on certain deferred tax assets. The 2023 income tax benefit primarily relates to the release of valuation allowance on certain deferred tax assets.

As further described in Item 8—"Financial Statements and Supplementary Data," Note 20, "Segment Information," we use Adjusted Property EBITDAR to manage the operating results of our segments. Adjusted Property EBITDAR is net income (loss) before interest, income taxes, depreciation and amortization, pre-opening expenses, impairment of goodwill and intangible assets, property charges and other expenses, triple-net operating lease rent expense related to Encore Boston Harbor, management and license fees, corporate expenses and other expenses (including intercompany golf course, meeting and convention, and water rights leases), stock-based compensation, change in derivatives fair value, loss on debt financing transactions, and other non-operating income and expenses. Adjusted Property EBITDAR is presented exclusively as a supplemental disclosure because management believes that it is widely used to measure the performance, and as a basis for valuation, of gaming companies. Management uses Adjusted Property EBITDAR as a measure of the operating performance of its segments and to compare the operating performance of its properties with those of its competitors, as well as a basis for determining certain incentive compensation. We also present Adjusted Property EBITDAR because it is used by some investors to measure a company's ability to incur and service debt, make capital expenditures and meet working capital requirements. Gaming companies have historically reported EBITDAR as a supplement to GAAP. In order to view the operations of their casinos on a more stand-alone basis, gaming companies, including us, have historically excluded from their EBITDAR calculations pre-opening expenses, property charges, corporate expenses and stock-based compensation, that do not relate to the management of specific casino properties. However, Adjusted Property EBITDAR should not be considered as an alternative to operating income as an indicator of our performance, as an alternative to cash flows from operating activities as a measure of liquidity, or as an alternative to any other measure determined in accordance with GAAP. Unlike net income, Adjusted Property EBITDAR does not include depreciation or interest expense and therefore does not reflect current or future capital expenditures or the cost of capital. We have significant uses of cash flows, including capital expenditures, triple-net operating lease rent expense related to Encore Boston Harbor, interest payments, debt principal repayments, income taxes and other non-recurring charges, which are not reflected in Adjusted Property EBITDAR. Also, our calculation of Adjusted Property EBITDAR may be different from the calculation methods used by other companies and, therefore, comparability may be limited.

The following table summarizes Adjusted Property EBITDAR (in thousands) for Wynn Palace, Wynn Macau, Las Vegas Operations,Operations and Encore Boston Harbor, and Corporate and other as reviewed by management and summarized in Item 8—"Financial Statements and Supplementary Data," Note 20, "Segment Information." That footnote also presents a reconciliation of Adjusted Property EBITDAR to net income (loss) attributable to Wynn Resorts, Limited.

Adjusted Property EBITDAR at EncoreWynn Boston HarborPalace decreased $10.3$50.8 million for the year ended December 31, 2024,2025 primarily due to a $53.4 million decrease in operatingrooms revenues of $8.6 million.revenue.

Adjusted Property EBITDAR at CorporateEncore andBoston otherHarbor increaseddecreased $38.1$10.4 million for the year ended December 31, 2024,2025, primarily due to a decrease in marketingoperating andrevenues promotionalof expenses$10.3 related to Wynn Interactive following our decision, announced in August 2023, to close Wynn Interactive's digital sports betting and casino gaming business.million.

During the year ended December 31, 2024,2025, the increasedecrease in cash flows from operating activities was primarily due to increaseda revenuesdecrease fromin operating income at our Macau Operations andlargely our Las Vegas Operations, which was partially offsetdriven by ana increasedecrease in operatingrooms expenses associated with higher business volumes.revenue.

During the year ended December 31, 2024,2025, we incurred capital expenditures of $159.8$287.6 million at our Las Vegas Operations, $107.5$167.2 million at Wynn Palace, $57.7$72.8 million at Wynn Macau, and $32.7$26.9 million at Encore Boston Harbor, primarily related to enhancements at our properties and maintenance capital expenditures, and $62.4$105.9 million at Corporate and other, primarily related to future development projects. In addition, during the year ended December 31, 2024,2025, we invested $557.3$328.9 million, including $541.7$282.6 million of cash contributions, in the joint venture that is constructing Wynn Al Marjan Island,Island and receivedpurchased proceeds$668.9 million of $850.0U.S. milliontreasuries uponand thefixed maturity of investments.deposits.

During the year ended December 31, 2023,2024, we incurred capital expenditures of $187.2$159.8 million at our Las Vegas Operations, $70.6$107.5 million at Wynn Palace, $57.7 million at Wynn Macau, and $32.7 million at Encore Boston Harbor, $66.3 million at Wynn Palace, and $25.6 million at Wynn Macau, primarily related to enhancements at our properties and maintenance capital expenditures, and $93.2$62.4 million at Corporate and other primarily related to future development projects. In addition, during the year ended December 31, 2023,2024, we purchasedinvested $836.5$563.4 million, including $541.7 million of cash contributions, in investments,the comprisedjoint venture that is constructing Wynn Al Marjan Island, and received proceeds of debt$850.0 securitiesmillion andupon fixedthe depositsmaturity maturingof in less than one year.investments.

In addition, during the year ended December 31, 2024, we repurchased 4,500,888 shares of our common stock for an aggregate cost of $401.8 million, including 4,349,779 shares of our common stock repurchased pursuant to our publicly announced equity repurchase program for an aggregate cost of $386.0 million. We also made dividend payments of $139.6 million, finance lease payments of $19.2 million, paid $36.7 million for financing costs related to the debt financing activities above and used cash of $17.0 million for distributions to the noncontrolling interest holder of the Retail Joint Venture.

The following table summarizes our unrestricted cash and cash equivalentsequivalents, investments, and available revolver borrowing capacity, presented by significant financing entity as of December 31, 20242025 (in thousands):

We expect to make estimated project capital expenditures of between $250$400 million and $300 million during 2025 and between $450 million and $500 million during 2026 and between $425 million and $475 million during 2027 related to enhancements at our Macau Operations. We expect to make maintenance capital expenditures at our Macau Operations of between $70 million and $80 million during 2025.2026.

In OctoberAugust 2024,2025, weWML repaidissued the$1.00 $600.0 millionbillion aggregate principal amount of WML'sthe 42034 7/8%WML Senior Notes. The 2034 WML Senior Notes duewere 2024issued onat theirpar statedfor maturityproceeds date.of $989.0 million, net of $11.0 million of related fees and expenses.

We expect to make estimated project capital expenditures of between $375 million and $400 million during 20252026 and between $200$150 million and $225$175 million during 20262027 related to enhancements at our Las Vegas Operations. We expect to make total maintenance capital expenditures at our Las Vegas Operations and Encore Boston Harbor of between $90 million and $115 million, on a combined basis, during 2025.2026.

A description of our risk factors can be found in Item 1A, Part I of our Annual Report on Form 10-K for the year ended December 31, 2025. There were no material changes to those risk factors during the threesix months ended MarchJune 31,30, 2026.

Summary of firstsecond quarter 2026 results

The increase in operating revenues for the three months ended MarchJune 31,30, 2026 was largely driven by increased operatingcasino revenues of $123.4$116.1 million at Wynn Palace as a result of higher VIP and mass market table games winvolume and $36.6 million at our Las Vegas Operations due to higher table games win and higher room revenues.win.

The increase in net income attributable to Wynn Resorts, Limited for the three months ended MarchJune 31,30, 2026 was primarily attributable to a $136.8$33.0 million increase in operating income, largely due to higher casino revenues and a $15.9 million increase in room revenues, partially offset by an increase in operatingcasino expenses. In addition, we recorded a gain in change in derivatives fair value of $46.8$43.3 million in the three months ended MarchJune 31,30, 2026 compared to a loss in change in derivatives fair value of $29.5$1.1 million in the three months ended MarchJune 31,30, 2025.

Financial results for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025.2025

Casino revenues for the three months ended MarchJune 31,30, 2026 were 63.4%63.3% of operating revenues, compared to 61.2%60.5% for the same period of 2025. Non-casino revenues for the three months ended MarchJune 31,30, 2026 were 36.6%36.7% of operating revenues, compared to 38.8%39.5% for the same period of 2025.

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

Entertainment, retail and other revenues decreased $5.4$6.9 million, primarily as a result of lower entertainment venue sales.sales at our Las Vegas Operations.

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

Casino expense increased $74.8$68.1 million and $11.3$5.9 million at Wynn Palace and Wynn Macau, respectively, which includes increases of $66.9$53.7 million and $5.5$2.2 million in gaming tax expense at Wynn Palace and Wynn Macau, respectively. Casino expenses increased $10.3 million at our Las Vegas Operations, primarily driven by higher payroll and related costs, including stock-based compensation expense from stock awards granted in connection with the 20th anniversary of the opening of Wynn Las Vegas ("20th Anniversary").

Pre-openingFood and beverage expense increased $6.5$6.8 million at our Las Vegas Operations largely due to pre-opening costs associated with Wynnnew Alfood Marjanand Island.beverage offerings.

Property charges and other expenses for the three months ended MarchJune 31,30, 2026 consisted primarily of asset abandonments and disposals of $4.3$4.0 million and $4.1$1.1 million at our Las Vegas Operations and our Macau Operations, respectively, and contract termination costs of $1.7$3.3 million and $1.1 million at Encoreour BostonMacau Harbor.Operations and our Las Vegas Operations, respectively. Property charges and other expenses for the three months ended MarchJune 31,30, 2025 consisted primarily of asset abandonments and disposals of $4.8$2.3 million and $1.5 million at our Macau Operations and Corporate and other, respectively, and $6.3 million of contract termination and other costs of $5.8 million at Encoreour BostonLas Harbor.Vegas Operations.

Interest expense, net of amounts capitalized, decreased $5.2$2.4 million,million. primarily as a result ofWe capitalized interest of $17.0$17.9 million and $10.9 million in the three months ended MarchJune 31,30, 2026 comparedand 2025, respectively. Interest expense, exclusive of capitalized interest, increased $4.6 million, primarily due to $10.2an million capitalizedincrease in the weighted average interest rate from 6.03% for the three months ended 2025.June 30, 2025 to 6.17% for the three months ended June 30, 2026.

We recorded interest income of $13.1$12.8 million and $19.4$15.9 million in the three months ended MarchJune 31,30, 2026 and 2025, respectively, primarily related to interest earned on cash and cash equivalents held at financial institutions.

We incurred foreign currency remeasurement losses of $29.4$2.7 million and $8.4$36.2 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The impact of the exchange rate fluctuation of the Macau pataca, in relation to the U.S. dollar, on the remeasurements of U.S. dollar denominated debt and other obligations from our Macau-related entities primarily drove the variability between periods.

We recorded a gain of $46.8$43.3 million for the three months ended MarchJune 31,30, 2026, from change in derivatives fair value, which includes a gain of $23.6$35.9 million related to foreign currency swaps and a gain of $7.0 million related to the conversion feature on the WML Convertible Bonds. We recorded a loss of $1.1 million for the three months ended June 30, 2025, from change in derivatives fair value, which includes a gain of $6.0 million related to the conversion feature on the WML Convertible Bonds and a gainloss of $21.7$5.3 million related to foreign currency swaps. We recorded a loss of $29.5 million for the three months ended March 31, 2025, from change in derivatives fair value, primarily related to the conversion feature on the WML Convertible Bonds and foreign currency swaps. For more information on the Company's derivative instruments, refer to Item 1—"Notes to Condensed Consolidated Financial Statements," Note 7, "Derivative Instruments."

We recorded an income tax expense of $10.1$16.2 million and $11.0$10.6 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, primarily related to our U.S.-based operating profits.

We recognized net income attributable to noncontrolling interests of $30.1 million and $8.7$42.5 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively,2026, primarily related to the noncontrolling interest'sinterests' share of net income from WML.

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

Adjusted Property EBITDAR at Wynn Palace increased $41.9$44.3 million and $86.2 million for the three and six months ended MarchJune 31,30, 2026, respectively, largely from an increase in casino revenue of $120.4 million, partially offset by increased casino expense, inclusive of gaming taxes.

Adjusted Property EBITDAR at Wynn Macau for the three months ended June 30, 2026 was relatively consistent with the three months ended June 30, 2025. Adjusted Property EBITDAR at Wynn Macau decreased $14.6$15.6 million for the threesix months ended MarchJune 31,30, 2026, primarily due to an increase in casino expense, inclusive of gaming taxes.