Red Rock Resorts, Inc.
For the period ended Sep 30, 2026. Filed Nov 4, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 4, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-07.
0001653653-26-000013
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-04.
0001653653-26-000017
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 113 previous paragraphs and 115 current paragraphs.
76 unchanged; 35 reworded; 3 added; 2 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 4 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (3)
Current report
For the three months ended September 30, 2026, our ADR improved by 3.0% while our revenue per available room decreased by 1.7%, all as compared to the prior year period. For the nine months ended September 30, 2026, our ADR remained consistent while our revenue per available room decreased by 1.3%, all as compared to the prior year period. For the three and nine months ended September 30, 2026, our occupancy rate decreased by 4.0 and 1.9 percentage points, respectively, as compared to the prior year periods.
Current report
For the three months ended September 30, 2026, the Holding Company recognized net income of $1.3 million, primarily due to the benefit for income taxes. For the nine months ended September 30, 2026, the Holding Company recognized a net loss of $25.0 million, primarily due to the provision for income taxes. For the three and nine months ended September 30, 2025, the Holding Company recognized net losses of $6.0 million and $33.4 million, respectively, primarily due to the provision for income taxes.
Current report
On October 21, 2026, Station LLC entered into an incremental joinder agreement to its senior secured credit agreement providing for $500.0 million in aggregate principal amount of incremental term B loans (the "Incremental Term B Loans"). The Incremental Term B Loans are fungible with, and have the same terms as, the Company's existing Term B Loans outstanding under its credit agreement, including as to maturity. The Incremental Term B Loans bear interest at SOFR plus 2.00% per annum. The Company used the proceeds from the Incremental Term B Loans to repay borrowings outstanding under its revolving credit facility, pay related fees and expenses and for general corporate purposes.
Removed paragraphs (2)
Previous report
For the three and six months ended June 30, 2026, our occupancy rate, ADR and revenue available per room were consistent as compared to the prior year periods.
Previous report
The Holding Company recognized net losses of $13.4 million and $26.4 million for the three and six months ended June 30, 2026, 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.
Reworded paragraphs (35)
Previous wording
Red Rock was formed as a Delaware corporation in 2015 to own an indirect equity interest in and manage Station Casinos LLC (“Station LLC”), a Nevada limited liability company. Station LLC is a gaming, development and management company established in 1976 that owns and operates seven major gaming and entertainment facilities and 16 smaller gaming properties (three of which are 50% owned) in the Las Vegas regional market.
Current wording
Red Rock was formed as a Delaware corporation in 2015 to own an indirect equity interest in and manage Station Casinos LLC (“Station LLC”), a Nevada limited liability company. Station LLC is a gaming, development and management company established in 1976 that owns and operates seven major gaming and entertainment facilities and 17 smaller gaming properties (three of which are 50% owned) in the Las Vegas regional market. Station LLC also manages North Fork Mono Casino in Madera County, California, which opened on October 27, 2026, on behalf of a Native American tribe.
Previous wording
A significant portion of our business is dependent upon customers who live and/or work in the Las Vegas metropolitan area. In June 2026, the unemployment rate in the Las Vegas metropolitan area was 5.2% as compared to 5.8% in June 2025. Statewide, the unemployment rate for June 2026 was 5.1% as compared to 5.4% in June 2025. In June 2026, the median price of an existing single-family home in Las Vegas according to the Las Vegas Realtors® was $490,000, up 1.0% from $485,000 in June 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.
Current wording
A significant portion of our business is dependent upon customers who live and/or work in the Las Vegas metropolitan area. In September 2026, the unemployment rate in the Las Vegas metropolitan area was 4.8% as compared to 5.7% in September 2025. Statewide, the unemployment rate for September 2026 was 4.7% as compared to 5.3% in September 2025. In September 2026, the median price of an existing single-family home in Las Vegas according to the Las Vegas Realtors® was $470,000, the same median price as September 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.
Previous wording
We have continued to experience favorable customer trends in carded slot play, 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.
Current wording
We have continued to experience favorable customer trends in carded slot play, 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 strong 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.
Previous wording
Net Revenues. Net revenues for the three months ended June 30, 2026 were $510.3 million, a decrease of 3.0% as compared to $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 June 30, 2026, our other revenues increased by 9.9%, while our casino, food and beverage and room revenues decreased by 1.9%, 1.4% and 8.8%, respectively, as compared to the same quarter 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 June 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 $8.5 million, a decrease of 14.6% 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. 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.
Current wording
Net Revenues. Net revenues for the three months ended September 30, 2026 were $488.7 million, an increase of 2.8% as compared to $475.6 million for the prior year period. For the nine months ended September 30, 2026, net revenues were $1.5 billion, remaining consistent as compared to the prior year period. For the three months ended September 30, 2026, our casino, food and beverage, room and other revenues increased by 1.4%, 3.2%, 3.0% and 9.9%, respectively, as compared to the same quarter in 2025. For the nine months ended September 30, 2026, our other revenues increased by 8.0%, while our casino and food and beverage revenues remained consistent and our room revenues decreased by 5.6%, 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 September 30, 2026, were $6.2 million, an increase of 59.0% as compared to $3.9 million for the prior year period. For the nine months ended September 30, 2026, we recognized Native American management and development fees revenue of $14.7 million, an increase of 6.0% as compared to $13.9 million for 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.
Previous wording
Operating Income. For the three and six months ended June 30, 2026, our operating income was $136.0 million and $279.7 million, respectively. For the three and six months ended June 30, 2025, our operating income was $168.0 million and $322.4 million, respectively. Additional information about factors impacting our operating income is included below.
Current wording
Operating Income. Our operating income for the three and nine months ended September 30, 2026 was impacted by $79.1 million in one-time nonrecurring share-based compensation expense related to our 50th anniversary employee stock awards. For the three and nine months ended September 30, 2026, our operating income was $26.7 million and $306.3 million, respectively. For the three and nine months ended September 30, 2025, our operating income was $131.5 million and $453.9 million, respectively. Additional information about factors impacting our operating income is included below.
Previous wording
Casino. Casino revenues decreased by 1.9% for the three months ended June 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, our race and sports write increased by 4.9%, while our slot handle and table games drop remained consistent. For the six months ended June 30, 2026 as compared to the prior year period, our slot handle and race 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 hold decreased 3.8% and 1.7%, respectively, all as compared to the prior year period. In addition, for the six months ended June 30, 2026, our slot hold and race and sports hold were consistent, while our table games hold decreased by 2.2%, all as compared to the prior year period. Casino expenses for the three and six months ended June 30, 2026 as compared to the prior year periods, decreased by 3.9% and 1.0%, respectively, primarily due to lower participation fees as a result of our finance leases.
Current wording
Casino. Casino revenues increased by 1.4% for the three months ended September 30, 2026, and were consistent for the nine months ended September 30, 2026, as compared to the same periods in the prior year. For the three months ended September 30, 2026 as compared to the prior year period, our slot handle, table games drop and race and sports write increased by 1.9%, 7.6% and 8.5%, respectively. For the nine months ended September 30, 2026 as compared to the prior year period, our table games drop and race and sports write increased by 1.3% and 2.1%, respectively, while our slot handle remained consistent. For the three months ended September 30, 2026 our slot and race and sports hold remained consistent, while our table games hold decreased 2.0%, all as compared to the prior year period. In addition, for the nine months ended September 30, 2026, our slot hold and race and sports hold were consistent, while our table games hold decreased by 2.2%, all as compared to the prior year period. Casino expenses for the three and nine months ended September 30, 2026 as compared to the prior year periods, increased by 38.8% and 11.4%, respectively, primarily due to $26.0 million in share-based compensation expense related to our 50th anniversary employee stock awards, partially offset by lower participation fees as a result of our finance leases.
Previous wording
Food and Beverage. Food and beverage includes revenues and expenses from our restaurants, bars and catering. For the three months ended June 30, 2026, food and beverage revenues decreased by 1.4% as compared to the same period in the prior year, primarily due to a decrease 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 June 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 2.2% as compared to the prior year period. Food and beverage expenses for three and six months ended June 30, 2026 increased by 3.7% and 2.2%, respectively, as compared to the prior year periods, primarily due to higher cost of sales and employee-related costs.
Current wording
Food and Beverage. Food and beverage includes revenues and expenses from our restaurants, bars and catering. For the three months ended September 30, 2026, food and beverage revenues increased by 3.2% as compared to the same period in the prior year, primarily due to an increase in food and beverage sales. For the nine months ended September 30, 2026, food and beverage revenues were consistent as compared to the prior year period. For the three months ended September 30, 2026, the number of restaurant guests served increased by 4.0%, while the average guest check increased by 1.7% as compared to the prior year period. For the nine months ended September 30, 2026, the number of restaurant guests served was consistent, while the average guest check increased 2.0% as compared to the prior year period. Food and beverage expenses for three and nine months ended September 30, 2026 increased by 40.8% and 14.8%, respectively, as compared to the prior year periods, primarily due to $26.3 million in share-based compensation expense related to our 50th anniversary employee stock awards.
Previous wording
Room. For the three and six months ended June 30, 2026 room revenues decreased by 8.8% and 9.1%, respectively, as compared to the prior year periods, primarily due to hotel renovations at Green Valley Ranch. Room expenses for the three months ended June 30, 2026 were in line with the prior year period. For the six months ended June 30, 2026, room expenses decreased by 1.5%, as compared to the prior year period, primarily due to lower housekeeping-related expenses and hotel commissions.
Current wording
Room. For the three months ended September 30, 2026, room revenue increased by 3.0% as compared to the prior year period. For the nine months ended September 30, 2026, room revenues decreased by 5.6% as compared to the prior year period, primarily due to hotel renovations at Green Valley Ranch, which are now substantially complete. Room expenses for the three and nine months ended September 30, 2026 increased by 40.0% and 12.1%, respectively, as compared to the prior year periods, primarily due to $5.9 million in share-based compensation expense related to our 50th anniversary employee stock awards.
Previous wording
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 fees revenue for the three and six months ended June 30, 2026 was $2.8 million and $5.7 million, respectively. For the three months ended June 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 recorded $1.0 million and $2.8 million, respectively, of management fees 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.
Current wording
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 fees revenue for the three and nine months ended September 30, 2026 was $5.1 million and $10.8 million, respectively. For the three months ended September 30, 2025, development fees revenue was $3.9 million. For the nine months ended September 30, 2025, development fees revenue was $13.9 million, which included a $6.1 million cumulative revenue catch-up related to prior years. For the three and nine months ended September 30, 2026, we recorded $1.1 million and $3.9 million, respectively, of management fees 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.
Previous wording
Other. Other primarily represents revenues from tenant leases, retail outlets, bowling, spas and entertainment, and their corresponding expenses. For the three and six months ended June 30, 2026, other revenues increased by 9.9% and 7.0%, respectively, as compared to the prior year periods, primarily driven by tenant lease revenue and entertainment revenue. For the three and six months ended June 30, 2026, other expenses increased by 17.2% and 12.2%, respectively, as compared to the prior year periods, primarily due to entertainer fees.
Current wording
Other. Other primarily represents revenues from tenant leases, retail outlets, bowling, spas and entertainment, and their corresponding expenses. For the three and nine months ended September 30, 2026, other revenues increased by 9.9% and 8.0%, respectively, as compared to the prior year periods, primarily driven by tenant lease revenue and entertainment revenue. For the three and nine months ended September 30, 2026, other expenses increased by 29.2% and 17.9%, respectively, as compared to the prior year periods, primarily due to $1.3 million in share-based compensation expense related to our 50th anniversary employee stock awards and higher entertainer fees.
Previous wording
Selling, General and Administrative (“SG&A”). For the three and six months ended June 30, 2026, SG&A expenses increased by 5.3% to $117.9 million and 7.2% to $232.3 million, respectively, as compared to the prior year periods. The increases 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 June 30, 2026 increased slightly as compared to the prior year periods.
Current wording
Selling, General and Administrative (“SG&A”). For the three and nine months ended September 30, 2026, SG&A expenses increased by 29.6% to $146.2 million and 14.8% to $378.5 million, respectively, as compared to the prior year periods. The increase in SG&A expenses was primarily due to $19.6 million in share-based compensation expense related to our 50th anniversary employee stock awards and $5.8 million in other 50th anniversary expenses. As a percentage of net revenue, SG&A expenses for the three and nine months ended September 30, 2026 increased by 6.2% and 3.1%, respectively, as compared to the prior year periods.
Previous wording
Depreciation and Amortization. For the three and six months ended June 30, 2026, depreciation and amortization expense increased by 22.9% and 19.2%, respectively, as compared to the prior year periods, primarily due to new assets placed in service.
Current wording
Depreciation and Amortization. For the three and nine months ended September 30, 2026, depreciation and amortization expense increased by 28.0% and 22.2%, respectively, as compared to the prior year periods, primarily due to new assets placed in service.
Previous wording
Write-downs and Other, net. For the three and six months ended June 30, 2026, write-downs and other, net totaled $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 June 30, 2025, write-downs and other, net totaled $4.0 million and $8.1 million, respectively, primarily comprising development and other non-routine expenses.
Current wording
Write-downs and Other, net. For the three and nine months ended September 30, 2026, write-downs and other, net totaled $2.7 million and $10.0 million, respectively, primarily comprising development and preopening expenses, business innovations development expenses, loss on asset disposals and special event expenses related to our 50th anniversary celebrations. For the three and nine months ended September 30, 2025, write-downs and other, net totaled $2.4 million and $10.5 million, respectively, primarily comprising development and preopening expenses and business innovation development expenses.
Previous wording
Interest Expense, net. Interest expense, net decreased to $49.6 million and $99.1 million for the three and six months ended June 30, 2026, respectively, as compared to $50.6 million and $101.7 million, respectively, for the same periods in 2025. The decrease in interest expense was due to lower interest rates for the current year periods as compared to the same periods in the prior year. Additional information about our long-term debt is included in Note 5 to the Condensed Consolidated Financial Statements.
Current wording
Interest Expense, net. Interest expense, net was $50.9 million for the three months ended September 30, 2026, as compared to $50.5 million for the same period in 2025. Interest expense, net decreased to $150.0 million for the nine months ended September 30, 2026, as compared to $152.2 million for the same period in 2025, primarily due to lower interest rates during the first half of 2026 compared to the prior year. Additional information about our long-term debt is included in Note 5 to the Condensed Consolidated Financial Statements.
Previous wording
Change in Fair Value of Derivative Instruments. For the three and six months ended June 30, 2026, we recognized net gains of $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 June 30, 2025, we recognized net losses of $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.
Current wording
Change in Fair Value of Derivative Instruments. For the three and nine months ended September 30, 2026, we recognized net gains of $4.5 million and $8.6 million, respectively, in change in the fair value of our interest rate collars, primarily due to upward movements in the forward interest rate curve. For the three months ended September 30, 2025, we recognized net gains of $1.8 million in change in fair value of our interest rate collars, primarily due to upward movements in the forward interest rate curve. For the nine months ended September 30, 2025, we recognized net losses of $5.7 million in change in the fair value of our interest rate collars, primarily due to downward movements in the forward interest rate curve.
Previous wording
Gain on Native American Development. In April 2025 we arranged the financing for the ongoing development costs and construction of the facility related to the North Fork Project. In connection with the financing, the carrying amount of our reimbursable advances to the Mono was repaid. For the three months ended June 30, 2025 we recognized a gain on Native American development of $8.5 million, representing the excess of proceeds received over they carrying amount of the reimbursable advances. Additional information about our Native American development is included in Note 3 to the Condensed Consolidated Financial Statements.
Current wording
Gain on Native American Development. In April 2025 we arranged the financing for the ongoing development costs and construction of the facility related to the North Fork Project. In connection with the financing, the carrying amount of our reimbursable advances to the Mono was repaid. For the nine months ended September 30, 2025 we recognized a gain on Native American development of $8.5 million, representing the excess of proceeds received over the carrying amount of the reimbursable advances. Additional information about our Native American development is included in Note 3 to the Condensed Consolidated Financial Statements.
Previous wording
Provision for Income Tax. For the three and six months ended June 30, 2026, we recognized a provision for income tax of $13.5 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 15.0% and 14.3% for the three and six months ended June 30, 2026, 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 $15.9 million and $28.7 million for the three and six months ended June 30, 2025, respectively.
Current wording
(Benefit) Provision for Income Tax. For the three months ended September 30, 2026, we recognized a benefit for income tax of $1.2 million. For the nine months ended September 30, 2026, we recognized a provision for income tax of $25.4 million. 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 6.6% and 15.2% for the three and nine months ended September 30, 2026, 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 $6.6 million and $35.4 million for the three and nine months ended September 30, 2025, respectively.
Previous wording
Net Income Attributable to Noncontrolling Interests. Net income attributable to noncontrolling interests for the three and six months ended June 30, 2026 and 2025 represented the portion of net income attributable to the ownership interest in Station Holdco not held by us.
Current wording
Net (Loss) Income Attributable to Noncontrolling Interests. Net (loss) income attributable to noncontrolling interests for the three and nine months ended September 30, 2026 and 2025 represented the portion of net (loss) income attributable to the ownership interest in Station Holdco not held by us.
Previous wording
Adjusted EBITDA for the three and six months ended June 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.
Current wording
Adjusted EBITDA for the three and nine months ended September 30, 2026 and 2025 for our two reportable segments and a reconciliation of net (loss) 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.
Previous wording
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 June 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 instruments, gain on Native American development and provision for income tax.
Current wording
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 (loss) 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 nine months ended September 30, 2026 and 2025 includes net (loss) 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 instruments, gain on Native American development and (benefit) provision for income tax.
Previous wording
To evaluate Adjusted EBITDA and the trends it depicts, the components should be considered. Each of these components can significantly affect our results of operations and should be considered in evaluating our operating performance, and the impact of these components cannot be determined from Adjusted EBITDA. Adjusted EBITDA does not represent net income or cash flows from operating, investing or financing activities as defined by GAAP and should not be considered as an alternative to net income as an indicator of our operating performance. Additionally, Adjusted EBITDA does not consider capital expenditures and other investing activities and should not be considered as a measure of our liquidity. It should be noted that not all gaming companies that report EBITDA or adjustments to this measure may calculate EBITDA or such adjustments in the same manner as we do, and therefore, our measure of Adjusted EBITDA may not be comparable to similarly titled measures used by other gaming companies.
Current wording
To evaluate Adjusted EBITDA and the trends it depicts, the components should be considered. Each of these components can significantly affect our results of operations and should be considered in evaluating our operating performance, and the impact of these components cannot be determined from Adjusted EBITDA. Adjusted EBITDA does not represent net (loss) income or cash flows from operating, investing or financing activities as defined by GAAP and should not be considered as an alternative to net (loss) income as an indicator of our operating performance. Additionally, Adjusted EBITDA does not consider capital expenditures and other investing activities and should not be considered as a measure of our liquidity. It should be noted that not all gaming companies that report EBITDA or adjustments to this measure may calculate EBITDA or such adjustments in the same manner as we do, and therefore, our measure of Adjusted EBITDA may not be comparable to similarly titled measures used by other gaming companies.
Previous wording
At June 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 $7.9 million, $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 $12.0 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 $5.2 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.
Current wording
At September 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 $2.1 million, $9.9 million in income tax receivable and $8.9 million of deferred tax assets, net, and liabilities that are solely the Holding Company’s, consisting of a $19.4 million liability under the TRA, of which $1.2 million is expected to be paid in the next twelve months and $5.2 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.
Previous wording
At June 30, 2026, we had $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 June 30, 2026, Station LLC’s borrowing availability under the Revolving Credit Facility was $707.5 million, which was net of $345.0 million in outstanding borrowings and $47.5 million in outstanding letters of credit and similar obligations.
Current wording
At September 30, 2026, we had $128.3 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 September 30, 2026, Station LLC’s borrowing availability under the Revolving Credit Facility was $561.6 million, which was net of $490.0 million in outstanding borrowings and $48.4 million in outstanding letters of credit and similar obligations.
Previous wording
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 $120 million to $170 million for capital expenditures, (ii) required principal and interest payments on Station LLC’s indebtedness totaling $8.6 million and $99.1 million, respectively, (iii) dividends to our Class A common stockholders, including approximately $15.4 million to be paid in September 2026, and (iv) distributions to noncontrolling interest holders of Station Holdco, including approximately $11.9 million to be paid in September 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.
Current wording
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 $95 million to $115 million for capital expenditures, (ii) required principal and interest payments on Station LLC’s indebtedness totaling $4.3 million and $51.7 million, respectively, (iii) dividends to our Class A common stockholders, including approximately $15.5 million to be paid in December 2026, and (iv) distributions to noncontrolling interest holders of Station Holdco, including approximately $11.9 million to be paid in December 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.
Previous wording
In April 2025, we received a partial repayment of $110.5 million on our advances and related accrued interest for the North Fork Project. The repayment was funded from the initial drawdown of term loans under the Mono’s $750 million credit facility for the project, which we assisted the tribe in obtaining pursuant to the Development Agreement. Repayment of the remaining amounts due on the advances is expected to come from the proceeds of the North Fork Project’s financing, from cash flows from the North Fork Project’s operations, or from a combination of both. In connection with the completion of the Mono’s credit facility, we entered into a completion guaranty and a subordination agreement in favor of the financing parties and released our existing security interests in the assets of the North Fork Project. Under the completion guaranty, we have agreed to make reimbursable interest-bearing advances to the Mono for completion of the project in the event that total project costs exceed the financing available under the Mono’s facility loan. Our commitment to make such advances is capped at $425 million. It is not probable that any such funding will be necessary to complete the project.
Current wording
In April 2025, we received a partial repayment of $110.5 million on our advances and related accrued interest for the North Fork Project. The repayment was funded from the initial drawdown of term loans under the Mono’s $750 million credit facility for the project, which we assisted the tribe in obtaining pursuant to the Development Agreement. Repayment of the remaining amounts due on the advances is expected to come from the proceeds of the North Fork Project’s financing, from cash flows from the North Fork Project’s operations, or from a combination of both. In connection with the completion of the Mono’s credit facility, we entered into a completion guaranty and a subordination agreement in favor of the financing parties and released our existing security interests in the assets of the North Fork Project. Under the completion guaranty, we have agreed to make reimbursable interest-bearing advances to the Mono for completion of the project in the event that total project costs exceed the financing available under the Mono’s facility loan. Our commitment to make such advances is capped at $425 million. It is not probable that any such funding will be necessary to complete the project. On October 30, 2026 we collected approximately $26.0 million on our development fee receivable.
Previous wording
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 six months ended June 30, 2026, we repurchased 635,657 shares of our Class A common stock at a weighted average price per share of $60.32. At June 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.
Current wording
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 three and nine months ended September 30, 2026, we repurchased 468,342 and 1,103,999 shares, respectively, of our Class A common stock at a weighted average price per share of $56.94 and $58.89, respectively. At September 30, 2026, we had $459 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.
Previous wording
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 June 30, 2026, the carrying amount of the new finance lease ROU asset was $13.9 million and the carrying amount of the finance lease liabilities was $14.1 million, of which $2.7 million is classified as current.
Current wording
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 September 30, 2026, the carrying amount of the new finance lease ROU asset was $13.2 million and the carrying amount of the finance lease liabilities was $13.7 million, of which $2.7 million is classified as current.
Previous wording
For the six months ended June 30, 2026, net cash provided by operating activities was $297.8 million as compared to $284.7 million for the prior year period. Cash flows from operating activities for the six months ended June 30, 2026 and 2025 included $95.8 million and $101.9 million in interest payments, respectively. In addition, our operating cash flows for the six months ended June 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.
Current wording
For the nine months ended September 30, 2026, net cash provided by operating activities was $429.2 million as compared to $453.0 million for the prior year period. Cash flows from operating activities for the nine months ended September 30, 2026 and 2025 included $155.0 million and $160.7 million in interest payments, respectively. In addition, our operating cash flows for the nine months ended September 30, 2026 decreased 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.
Previous wording
For the six months ended June 30, 2026 and 2025, cash paid for capital expenditures totaled $257.0 million and $146.4 million, respectively. Capital expenditures for the six months ended June 30, 2026 and 2025 were primarily related to various renovation and expansion projects. For the six months ended June 30, 2025, we 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.
Current wording
For the nine months ended September 30, 2026 and 2025, cash paid for capital expenditures totaled $456.1 million and $240.1 million, respectively. Capital expenditures for the nine months ended September 30, 2026 and 2025 were primarily related to various renovation and expansion projects, as well as entitlement work related to a development project. For the nine months ended September 30, 2025, we received $110.5 million in proceeds from the repayment of Native American development costs. In addition, for the nine months ended September 30, 2025, we paid $34.5 million for Native American development costs related to the North Fork Project.
Previous wording
During the six months ended June 30, 2026, we increased our outstanding indebtedness by $182.2 million through borrowings under the existing revolving credit facility, paid $90.6 million in dividends to Class A common stockholders and $82.3 million in cash distributions to the noncontrolling interest holders of Station Holdco. We also paid $38.3 million for repurchases of our Class A common stock, $7.3 million related to tax withholding on share-based compensation and $6.7 million on our finance lease agreements.
Current wording
During the nine months ended September 30, 2026, we increased our outstanding indebtedness by $323.2 million through borrowings under the existing revolving credit facility, paid $105.8 million in dividends to Class A common stockholders and $94.2 million in cash distributions to the noncontrolling interest holders of Station Holdco. We also paid $65.0 million for repurchases of our Class A common stock, $31.0 million related to tax withholding on share-based compensation and $9.6 million on our finance lease agreements.
Previous wording
During the six months ended June 30, 2025, we paid $90.5 million in dividends to Class A common stockholders and $94.9 million in cash distributions to the noncontrolling interest holders of Station Holdco. We also paid $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 $7.9 million.
Current wording
During the nine months ended September 30, 2025, we paid $105.4 million in dividends to Class A common stockholders and $106.4 million in cash distributions to the noncontrolling interest holders of Station Holdco. We also paid $30.9 million for repurchases of our Class A common stock, $23.9 million related to tax withholding on share-based compensation, $5.6 million to a noncontrolling interest holder unaffiliated with Red Rock who exchanged 100,000 Class B shares and LLC Units for cash and reduced our outstanding indebtedness by $46.8 million.
Previous wording
At June 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 June 30, 2026, we had outstanding letters of credit and similar obligations totaling $47.5 million.
Current wording
At September 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 September 30, 2026, we had outstanding letters of credit and similar obligations totaling $48.4 million.
Previous wording
We have development and management agreements with the North Fork Rancheria of Mono Indians, a federally recognized Native American tribe located near Fresno, California, pursuant to which we will assist the tribe in developing, financing and operating a gaming and entertainment facility to be located on Highway 99 north of the city of Madera, California. See Note 3 to the Condensed Consolidated Financial Statements for additional information.
Current wording
We have development and management agreements with the North Fork Rancheria of Mono Indians, a federally recognized Native American tribe located near Fresno, California, pursuant to which we have assisted, and will continue to assist, the tribe in developing, financing and operating a gaming and entertainment facility located on Highway 99 north of the city of Madera, California. See Note 3 to the Condensed Consolidated Financial Statements for additional information.
Previous wording
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 six months ended June 30, 2026.
Current wording
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 nine months ended September 30, 2026.
Previous wording
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 six months ended June 30, 2026.
Current wording
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 nine months ended September 30, 2026.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
In August 2026, we entered into a new finance lease agreement for certain equipment used in our operations. The new lease commenced on August 1, 2026 and has a term of four years. The fixed monthly payment for the finance lease is $0.2 million. At September 30, 2026, the carrying amount of the new finance lease ROU asset was $10.0 million and the carrying amount of the finance lease liability was $10.3 million, of which $2.4 million is classified as current.