WYNN RESORTS LTD

Previous wording

•disruptions caused by, and the impact on regional demand for casino resorts and inbound tourism and the travel and leisure industry more generally from, events outside of our control, including an outbreak of an infectious disease (such as the COVID-19 pandemic), public incidents of violence, mass shootings, riots, demonstrations, extreme weather patterns or natural disasters, military conflicts, civil unrest, and any future security alerts or terrorist attacks;

Current wording

•disruptions caused by, and the impact on regional demand for casino resorts and inbound tourism and the travel and leisure industry more generally from, events outside of our control, including an outbreak of an infectious disease, public incidents of violence, mass shootings, riots, demonstrations, extreme weather patterns or natural disasters, military conflicts, civil unrest, and any future security alerts or terrorist attacks;

Previous wording

•construction and regulatory risks associated with our current and future construction projects or co-investments in such projects;

Current wording

•construction, regulatory and other macroeconomic or geopolitical risks associated with our current and future construction projects or co-investments in such projects;

Previous wording

The Company has a 40% equity interest in Island 3 AMI FZ-LLC ("Island 3"), an unconsolidated affiliate, which is constructing an integrated resort property ("Wynn Al Marjan Island") in Ras Al Khaimah, United Arab Emirates.

Current wording

The Company has a 40% equity interest in Island 3 AMI FZ-LLC ("Island 3") and affiliated ventures (collectively, the "Al Marjan Joint Venture"), which is constructing an integrated resort property ("Wynn Al Marjan Island") in Ras Al Khaimah, United Arab Emirates.

Previous wording

The increase in operating revenues for the three months ended September 30, 2025 was largely driven by increased operating revenues of $129.2 million at our Macau Operations, despite a one-day closure caused by typhoon Ragasa.

Current wording

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

Previous wording

Net income attributable to noncontrolling interests

Current wording

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

Previous wording

Casino revenues for the three months ended September 30, 2025 were 64.1% of operating revenues, compared to 60.2% for the same period of 2024. Non-casino revenues for the three months ended September 30, 2025 were 35.9% of operating revenues, compared to 39.8% for the same period of 2024.

Current wording

Casino revenues for the three months ended March 31, 2026 were 63.4% of operating revenues, compared to 61.2% for the same period of 2025. Non-casino revenues for the three months ended March 31, 2026 were 36.6% of operating revenues, compared to 38.8% for the same period of 2025.

Previous wording

Casino revenues increased primarily due to higher mass market table games volume and table games win at our Macau Operations and higher casino volumes at our Las Vegas Operations, resulting in increased table games and slot machine win.

Current wording

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

Previous wording

The decrease in total operating expenses was primarily due to the decrease in property charges and other expenses at our Las Vegas Operations and Corporate and other, partially offset by an increase in casino expenses at our Macau Operations driven by an increase in gaming tax expense.

Current wording

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

Previous wording

Food and beverage expenses increased $7.9 million at Wynn Palace, primarily as a result of increased covers; and $4.8 million at our Las Vegas Operations largely due to higher stock-based compensation expense as a result of stock awards granted in connection with the 20th anniversary of the opening of Wynn Las Vegas ("20th Anniversary").

Current wording

Food and beverage expense increased $8.4 million at Wynn Palace, primarily as a result of increased cost of sales, and $18.9 million at our Las Vegas Operations largely due to costs associated with new food and beverage offerings and higher payroll and related costs, including higher stock-based compensation expense as a result of stock awards granted in connection with the 20th Anniversary.

Previous wording

Pre-opening expense increased $12.8 million at Corporate and other largely due to pre-opening costs associated with Wynn Al Marjan Island.

Current wording

Pre-opening expense increased $6.5 million largely due to pre-opening costs associated with Wynn Al Marjan Island.

Previous wording

We recorded interest income of $16.6 million and $30.7 million in the three months ended September 30, 2025 and 2024, respectively, primarily related to interest earned on cash and cash equivalents held at financial institutions.

Current wording

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

Previous wording

We incurred a foreign currency remeasurement gain of $33.9 million and $21.3 million for the three months ended September 30, 2025 and 2024, 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 drove the variability between periods.

Current wording

We incurred foreign currency remeasurement losses of $29.4 million and $8.4 million for the three months ended March 31, 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.

Previous wording

We recorded a loss of $13.2 million for the three months ended September 30, 2025, from change in derivatives fair value, which primarily includes a loss of $18.5 million related to the conversion feature on the WML Convertible Bonds and a gain of $6.1 million related to foreign currency swaps. We recorded a loss of $5.5 million for the three months ended September 30, 2024, from change in derivatives fair value, primarily related to the conversion feature on the WML Convertible Bonds. For more information on the Company's derivative instruments, refer to Item 1—"Notes to Condensed Consolidated Financial Statements," Note 7, "Derivative Instruments."

Current wording

We recorded a gain of $46.8 million for the three months ended March 31, 2026, from change in derivatives fair value, which includes a gain of $23.6 million related to the conversion feature on the WML Convertible Bonds and a gain of $21.7 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."

Previous wording

We recognized net income attributable to noncontrolling interests of $40.1 million and $26.6 million for the three months ended September 30, 2025 and 2024, respectively, primarily related to the noncontrolling interest's share of net income from WML.

Current wording

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

Previous wording

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 (loss) 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 (loss), 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.

Current wording

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, 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.

Previous wording

The following table summarizes Adjusted Property EBITDAR (dollars in thousands) for Wynn Palace, Wynn Macau, Las Vegas Operations, Encore Boston Harbor, and Corporate and other as reviewed by management and summarized in Item 1—"Notes to Condensed Consolidated Financial Statements," Note 17, "Segment Information." That footnote also presents a reconciliation of Adjusted Property EBITDAR to net income attributable to Wynn Resorts, Limited.

Current wording

The following table summarizes Adjusted Property EBITDAR (dollars in thousands) for Wynn Palace, Wynn Macau, Las Vegas Operations and Encore Boston Harbor, as reviewed by management and summarized in Item 1—"Notes to Condensed Consolidated Financial Statements," Note 17, "Segment Information." That footnote also presents a reconciliation of Adjusted Property EBITDAR to net income attributable to Wynn Resorts, Limited.

Previous wording

Adjusted Property EBITDAR at Wynn Palace increased $38.0 million for the three months ended September 30, 2025 due to an increase in operating revenues of $115.7 million primarily related to higher casino revenue, partially offset by increased casino expense, inclusive of gaming taxes. Adjusted Property EBITDAR at Wynn Palace decreased $29.7 million for the nine months ended September 30, 2025, primarily due to a decrease in rooms revenue as a result of lower ADR.

Current wording

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

Previous wording

During the nine months ended September 30, 2024, we incurred capital expenditures of $106.0 million at our Las Vegas Operations, $72.1 million at Wynn Palace, $38.8 million at Wynn Macau, and $27.5 million at Encore Boston Harbor, primarily related to maintenance capital expenditures, and $48.4 million at Corporate and other primarily related to future development projects. In addition, during the nine months ended September 30, 2024, we invested $455.0 million, including $442.7 million of cash contributions, in the joint venture that is constructing Wynn Al Marjan Island and received proceeds of $300.0 million and $550.0 million upon the maturity of our investments in debt securities and fixed deposits, respectively.

Current wording

During the three months ended March 31, 2026, we incurred capital expenditures of $84.4 million at our Las Vegas Operations, $53.2 million at Wynn Palace, $37.8 million at Wynn Macau, and $3.6 million at Encore Boston Harbor, primarily related to enhancements at our properties and maintenance capital expenditures, and $0.2 million at Corporate and other. In addition, during the three months ended March 31, 2026, we invested $114.6 million, including $100.1 million of cash contributions, in the Al Marjan Joint Venture, purchased $29.1 million of U.S. treasuries, and received proceeds of $27.1 million upon the maturity of investments.

Previous wording

During the nine months ended September 30, 2025, we incurred capital expenditures of $188.8 million at our Las Vegas Operations, $132.4 million at Wynn Palace, $48.8 million at Wynn Macau, and $17.9 million at Encore Boston Harbor, primarily related to enhancements at our properties and maintenance capital expenditures, and $101.3 million at Corporate and other primarily related to future development projects. In addition, during the nine months ended September 30, 2025, we invested $236.1 million, including $203.3 million of cash contributions, in the joint venture that is constructing Wynn Al Marjan Island and purchased $475.0 million in investments, comprised of fixed deposits maturing in less than one year.

Current wording

During the three months ended March 31, 2025, we incurred capital expenditures of $56.2 million at our Las Vegas Operations, $50.1 million at Wynn Palace, $15.5 million at Wynn Macau, and $4.7 million at Encore Boston Harbor primarily related to enhancements at our properties and maintenance capital expenditures, and $33.5 million at Corporate and other primarily related to future development projects. In addition, during the three months ended March 31, 2025, we invested $58.2 million, including $51.2 million of cash contributions, in the Al Marjan Joint Venture.

Previous wording

In addition, during the nine months ended September 30, 2025, we repurchased shares of our common stock for an aggregate cost of $379.7 million, including 4,365,212 shares of our common stock repurchased pursuant to our publicly announced equity repurchase program for an aggregate cost of $358.2 million. We also made dividend payments of $148.9 million, finance lease payments of $19.2 million, paid $26.4 million for financing costs related to the financing activities above, and used cash of $18.1 million for distributions to noncontrolling interest holders of the Retail Joint Venture.

Current wording

During the three months ended March 31, 2026, we repurchased 688,363 shares of our common stock for an aggregate cost of $70.0 million, including 528,667 shares of our common stock repurchased pursuant to our publicly announced equity repurchase program for an aggregate cost of $53.8 million. We also made dividend payments of $26.9 million, finance lease payments of $6.9 million, and used cash of $8.3 million for distributions to noncontrolling interest holders of the Retail Joint Venture.

Previous wording

In addition, during the nine months ended September 30, 2024, we repurchased shares of our common stock for an aggregate cost of $198.2 million, including 2,206,113 shares of our common stock repurchased pursuant to our publicly announced equity repurchase program for an aggregate cost of $185.7 million. We also made dividend payments of $112.0 million, finance lease payments of $14.5 million, paid $31.5 million for financing costs related to the financing activities above, and used cash of $10.6 million for distributions to noncontrolling interest holders of the Retail Joint Venture.

Current wording

During the three months ended March 31, 2025, we made a scheduled amortization payment of $10.3 million on the WRF Term Loan, due in 2027. In addition, during the three months ended March 31, 2025, we repurchased 2,504,560 shares of our common stock for an aggregate cost of $212.0 million, including 2,360,194 shares of our common stock repurchased pursuant to our publicly announced equity repurchase program for an aggregate cost of $200.0 million. We also made dividend payments of $26.8 million and used cash of $6.3 million for distributions to noncontrolling interest holders of the Retail Joint Venture.

Previous wording

(1) Investments consist of fixed deposits maturing in less than one year.

Current wording

(1) Investments consist of U.S. treasuries and fixed deposits maturing in less than one year and exclude long-term investments of $64.0 million.

Previous wording

We expect to make estimated project capital expenditures of between $200 million and $225 million during 2025 and between $375 million and $400 million during 2026 related to enhancements at our Las Vegas Operations. We expect to make 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.

Current wording

We expect to make estimated project capital expenditures between $375 million and $400 million during 2026 and between $150 million and $175 million during 2027 related to enhancements at our Las Vegas Operations. We expect to make total maintenance capital expenditures at our Las Vegas Operations and Encore Boston Harbor between $90 million and $115 million, on a combined basis, during 2026.

Previous wording

Wynn Resorts, Limited and other subsidiaries. Wynn Resorts, Limited is a holding company and, as a result, our ability to pay dividends is dependent on our ability to obtain funds and our subsidiaries' ability to provide funds to us. Wynn Resorts, Limited and other primarily generates cash from royalty (including intellectual property license) and management agreements with our resorts, dividends and distributions from our subsidiaries, and the operations of the Retail Joint Venture of which we own 50.1%. Fees payable by Wynn Macau SA to Wynn Resorts, Limited under its intellectual property license agreement are capped at $150.0 million for the year ending December 31, 2025. We expect to use cash held by Wynn Resorts, Limited and other to service our Retail Term Loan, to fund working capital needs of our subsidiaries, pay dividends, make required capital contributions to the entity which owns Wynn Al Marjan Island, and for general corporate purposes.

Current wording

Wynn Resorts, Limited and other subsidiaries. Wynn Resorts, Limited is a holding company and, as a result, our ability to pay dividends is dependent on our ability to obtain funds and our subsidiaries' ability to provide funds to us. Wynn Resorts, Limited and other primarily generates cash from royalty (including intellectual property license) and management agreements with our resorts, dividends and distributions from our subsidiaries, and the operations of the Retail Joint Venture of which we own 50.1%. Fees payable by Wynn Macau SA to Wynn Resorts, Limited under its intellectual property license agreement are capped at $150.0 million for the year ending December 31, 2026. We expect to use cash held by Wynn Resorts, Limited and other to service our Retail Term Loan, to fund working capital needs of our subsidiaries, pay dividends, make required capital contributions to the Al Marjan Joint Venture, and for general corporate purposes.

Previous wording

During the third quarter of 2025, the Company contributed $93.9 million of cash into Island 3, bringing our life-to-date cash contributions to $835.0 million. We estimate our remaining 40% pro-rata share of the required equity for the construction of the Wynn Al Marjan Island integrated resort is between $500 million and $575 million, inclusive of capitalized interest, fees, and certain improvements on the Island. Wynn Al Marjan Island is currently expected to open in 2027.

Current wording

During the first quarter of 2026, the Company contributed $100.1 million of cash into Wynn Al Marjan Island and surrounding developments, including Janu Al Marjan Island, a hotel and residential development operated by Aman Group, bringing our life-to-date cash contributions to $1.01 billion. We estimate our remaining 40% pro-rata share of the required equity for the development projects is between $350 million and $450 million, inclusive of capitalized interest, fees, and certain improvements on the island. Wynn Al Marjan Island is currently expected to open in 2027 and Janu Al Marjan Island is expected to open in 2028.

Previous wording

The Company paid a cash dividend of $0.25 per share in each of the quarters ended March 31, 2025, June 30, 2025, and September 30, 2025, and recorded $26.6 million, $26.1 million, $25.9 million in the quarters ended March 31, 2025, June 30, 2025, and September 30, 2025, respectively, against accumulated deficit.

Current wording

The Company paid a cash dividend of $0.25 per share on its common stock in the quarter ended March 31, 2026 and recorded $26.1 million against accumulated deficit.

Previous wording

In November 2024, the Company’s Board of Directors authorized an increase in the amount of the Company's outstanding shares of common stock available for repurchase under the previously available repurchase authorization to $1.00 billion. The equity repurchase program authorizes discretionary repurchases by the Company from time to time through open market purchases, including pursuant to plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, privately negotiated transactions, accelerated share repurchases, or block trades, subject to market conditions, applicable legal requirements and other factors. The repurchase authorization has no expiration date, and the equity repurchase program may be suspended, discontinued or accelerated at any time. As of September 30, 2025, we had $454.9 million in repurchase authority remaining under the program.

Current wording

In November 2024, the Company's Board of Directors authorized the Company to repurchase a total of up to $1.0 billion of the Company's outstanding shares of common stock, increasing the previously available repurchase authorization by approximately $766 million. The equity repurchase program authorizes discretionary repurchases by the Company from time to time through open market purchases, including pursuant to plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, privately negotiated transactions, accelerated share repurchases, or block trades, subject to market conditions, applicable legal requirements and other factors. The repurchase authorization has no expiration date, and the equity repurchase program may be suspended, discontinued or accelerated at any time. As of March 31, 2026, we had $401.1 million in repurchase authority remaining under the program.

Previous wording

Duringthe nine months ended September 30, 2025, except as described below, there have been no material changes to the contractual obligations previously reported in our Annual Report on Form 10-K for the year ended December 31, 2024.

Current wording

Duringthe three months ended March 31, 2026, except as described below, there have been no material changes to the contractual obligations previously reported in our Annual Report on Form 10-K for the year ended December 31, 2025.

Previous wording

In February 2025, Wynn Al Marjan Island FZ-LLC, a wholly-owned subsidiary of Island 3, an unconsolidated affiliate, entered into a facility agreement which provides a $2.4 billion (or equivalent in local currency) delayed draw secured term loan facility to finance the development of Wynn Al Marjan Island (the "Al Marjan Facility"). The Company is not a party to the Al Marjan Facility agreement, but entered into a guarantee in favor of the secured parties under the Al Marjan Facility agreement. For additional information, refer to Note 15, "Commitments and Contingencies" of Part I in this Quarterly Report on Form 10-Q.

Current wording

A subsidiary of Island 3 is party to a facility agreement which provides a $2.4 billion (or equivalent in local currency) delayed draw secured term loan facility to finance the development of Wynn Al Marjan Island (the "Al Marjan Facility"). The Company is not a party to the Al Marjan Facility agreement, but as a condition precedent to the Al Marjan Facility being made available to the Borrower, the Company and the government of Ras Al Khaimah entered into a completion guarantee agreement in favor of certain secured parties under the Al Marjan Facility agreement. Additionally, the Company and certain partners in the Al Marjan Joint Venture entered into a completion guarantee, pursuant to which the Company may be required to fund shortfalls necessary to achieve practical completion of a district cooling plant serving Wynn Al Marjan Island. For additional information, refer to Note 15, "Commitments and Contingencies" of Part I in this Quarterly Report on Form 10-Q.

Previous wording

A description of our critical accounting policies is included in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no significant changes to these policies for the nine months ended September 30, 2025.

Current wording

A description of our critical accounting policies is included in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no significant changes to these policies for the three months ended March 31, 2026.