WYNN RESORTS LTD

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant

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Filed by a Party other than the Registrant

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WYNN RESORTS, LIMITED

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Dear Fellow Shareholders, At Wynn Resorts, we have always believed that a robust culture is not a byproduct of success—it is the engine of it. In 2025, that belief was validated once again, as our deeply held commitment to exceptional guest experiences translated directly into financial results that continue to distinguish us from our peers. What sets Wynn apart is not simply the elegance of our resorts or the high quality of our amenities—it is the relentless, service-driven dedication of our people. From the moment a guest arrives in one of our floral atriums to the time a bellman waves goodbye, every interaction is an opportunity to exceed an expectation. That standard is not imposed from above; it is woven into the fabric of who we are. Our team members at every level share a genuine passion for hospitality that no competitor can easily replicate. Culture, in this sense, is our most durable competitive advantage. This commitment to excellence produced remarkable results in 2025. We generated net revenues of $7.1 billion and Adjusted Property EBITDAR of $2.2 billion, resulting in a margin of 31.2 percent across our portfolio. The market recognized what our guests already know: Forbes Travel Guide awarded us 18 Five-Star Awards and Fortune Magazine once again named us one of its Most Admired Companies. We also continued to reward our shareholders, maintaining our quarterly dividend of $0.25 per share and repurchasing $358 million of shares, representing approximately 4.2% of shares outstanding. These numbers do not happen by accident. They are the direct consequence of a culture that asks every employee to take personal ownership of the guest experience and to approach their work with artistry and intention. When our guests feel that difference—and they consistently do—they return and they tell others. The financial results, as we often say, speak for themselves. The Board and I remain fully committed to our success and believe our future continues to be bright with the right team in place to successfully execute on both the opportunities and challenges that lie ahead. On behalf of the entire Board, I want to thank our team members across the globe, whose dedication makes Wynn what it is, and thank you to our shareholders, whose continued trust and confidence in the Board inspires us every day. Sincerely, Philip G. Satre Chair of the Board of Directors

Dear Fellow Shareholders, Growth is critical to the long-term success of any great company. But how you grow matters every bit as much as the fact that you are growing. At Wynn Resorts, we are pursuing significant growth, in new markets and in our existing properties, with a deep commitment to protecting our culture and our brand. Growing ambitiously while staying true to who we are requires discipline, a relentless focus on our core customer segment and an uncompromising focus on what makes Wynn, Wynn. Our ability to execute “on-brand” growth always starts with our people, the single most important element of our business. In operations, delivering the Wynn experience requires individuals who bring not only skill and professionalism, but also a genuine sense of caring for others paired with an entrepreneurial spirit that drives them to exceed expectations. It is that rare combination of empathy and initiative that allows our resorts to create the moments that our guests remember forever. Many of the individuals best positioned to deliver these experiences have been with us for many years. It is therefore important to “seed” new developments with seasoned members of the Wynn team. On the design and development side, we are fortunate to have our in-house team at Wynn Design and Development (WDD), a group of more than 200 professionals who deeply understand our DNA. Working closely with me, WDD has the privilege and the pressure of interpreting our legacy and the opportunities for evolution in new developments. Maintaining and nurturing this team is fundamentally different from outsourcing design on a project-by-project basis, and it is a meaningful competitive advantage for Wynn Resorts. Nowhere is this strategy of “on-brand” growth more evident than in the planning for Wynn Al Marjan Island, our development in the United Arab Emirates. Each aspect of the property is carefully considered and represents the next iteration of Wynn design. The operations team, some 300 strong now, is a carefully composed group of legacy Wynn leaders and new team members with regional and local experience. Together, they will deliver the Wynn experience to an entirely new market. As we expand our global presence, we remain vigilant in protecting and preserving the culture and brand that define Wynn Resorts. Growth will never come at the expense of our standards. Whether a guest walks through the doors of Wynn Las Vegas, Encore Boston Harbor, Wynn Palace, Wynn Macau, or soon Wynn Al Marjan Island, they will encounter the same hallmarks of excellence in design and service that have set us apart from the beginning. That is a promise we take seriously—and one we will keep, without exception. I thank you for your continued support of Wynn Resorts, and I encourage you to vote in favor of the items described in this proxy statement. Sincerely, Craig Billings Chief Executive Officer

Notice of the 2026 Annual Meeting of Shareholders of Wynn Resorts, Limited

The 2026 Annual Meeting of Shareholders (“Annual Meeting”) of Wynn Resorts, Limited (the “Company”) will be held as follows:

The Board of Directors unanimously recommends that you vote as follows on each of the following proposals, which are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting (the “Proxy Statement”).

And to consider and transact such other business as may properly come before the Annual Meeting, or any adjournments or postponements thereof.

WHO CAN VOTE AND PARTICIPATE

Only the Company’s shareholders of record at the close of business on March 12, 2026, the record date fixed by the Board of Directors, are entitled to notice of, and to vote at, the Annual Meeting, and at any adjournments or postponements thereof. Only such shareholders, their proxy holders, and our invited guests may attend the Annual Meeting.

HOW TO PARTICIPATE IN THE VIRTUAL ANNUAL MEETING

To participate in the virtual Annual Meeting, visit http://www.virtualshareholdermeeting.com/WYNN2026, and log in using the 16-digit control number printed in the box marked by the arrow on your Notice of Internet Availability, proxy card or voter instruction form.

HOW TO VOTE

Further information and instructions regarding the Annual Meeting, the voting process, the quorum and the required votes for the approval of each of the proposals can be found in the “General Information” section.

YOUR VOTE IS IMPORTANT

Whether or not you plan to attend the Annual Meeting, it is important to read the Proxy Statement in its entirety and then cast your vote as promptly as possible.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THIS MEETING

The Proxy Statement and our Annual Report for the fiscal year ended December 31, 2025, are available at http://www.wynnresorts.com on the ”COMPANY INFO” page under the “Annual Meeting” heading.

Beginning on or about March 25, 2026, we sent to our shareholders either a printed copy of our proxy materials or a Notice of Internet Availability containing instructions on how to access our proxy materials electronically.

By Order of the Board of Directors,

Jacqui Krum

Secretary

Las Vegas, Nevada

March 25, 2026