Wynn Resorts WYNN · USD

Segment InformationThe Company has identified its reportable segments based on factors such as geography, regulatory environment, the Company's organizational and management reporting structure and the information reviewed by its chief operating decision maker, the Company's Chief Executive Officer ("CEO"). The primary profitability measure used by the Company's CEO to review segment operating results and allocate resources is Adjusted Property EBITDAR. The Company has identified the following reportable segments: (i) Wynn Macau, representing the aggregate of Wynn Macau and Encore, an expansion at Wynn Macau, which are managed as a single integrated resort; (ii) Wynn Palace; (iii) Las Vegas Operations, representing the aggregate of Wynn Las Vegas, Encore, an expansion at Wynn Las Vegas, and the Retail Joint Venture, which are managed as a single integrated resort; and (iv) Encore Boston Harbor. For geographical reporting purposes, Wynn Macau, Wynn Palace, and Other Macau (which represents the assets of the Company's Macau holding company and other ancillary entities) have been aggregated into Macau Operations. Corporate and other is presented solely for the purpose of reconciliation and is not a reportable segment. During the twelve months ended December 31, 2024, Wynn Interactive Ltd. no longer met the requirements for a reportable segment. As a result, its assets and results of operations are presented in Corporate and other.

Commitments and ContingenciesMacau Gaming ConcessionIn addition to the Macau gaming premium and Property Transfer Agreements payment commitments as described in Note 5, "Property and Equipment, net" and Note 6 "Intangible Assets, net," Wynn Macau SA committed to make certain non-gaming and gaming investments in the amount of MOP21.03 billion (approximately $2.62 billion) over the course of the ten-year term of the Gaming Concession Contract. MOP19.80 billion (approximately $2.47 billion) of the committed investment will be used for non-gaming capital projects and event programming in connection with, among others, attraction of foreign tourists, conventions and exhibitions, entertainment performances, sports events, culture and art, health and wellness, themed amusement, gastronomy, community tourism and maritime tourism.Additionally, Wynn Macau SA committed to make the following payments throughout the term of the Gaming Concession Contract:(i) Special gaming premium - Wynn Macau SA is obligated to pay a special annual gaming premium if the average of the gross gaming revenues of the Company's gaming tables and gaming machines is lower than a certain minimum amount determined by the Macau government. A minimum average annual gross gaming revenue of MOP7.0 million (approximately $0.9 million) per gaming table and MOP300,000 (approximately $37 thousand) per gaming machine has been set by Macau government. If Wynn Macau SA fails to reach such minimum gross gaming revenue, Wynn Macau SA will be required to pay a special premium equal to the difference between the special gaming tax calculated based on the actual gross gaming revenue and that of such minimum gross gaming revenue. No special gaming premium was paid for the year ended December 31, 2025 and 2024.(ii) Special levies, totaling 5% of gross gaming revenues. The Macau government may reduce the special levies payable by Wynn Macau SA (1) based on Wynn Macau SA’s contribution to the attraction of tourists who enter Macau for tourism and business purposes and hold travel documents issued by countries or regions other than the People’s Republic of China; (2) if Wynn Macau SA’s operations are adversely affected by abnormal, unpredictable or force majeure circumstances associated with the prevailing economic conditions of Macau; or (3) factors as determined by the Chief Executive of Macau; and(iii) Special gaming tax assessed at the rate of 35% of gross gaming revenues.

Long-Term DebtLong-term debt consisted of the following (in thousands): December 31,20252024Macau Related:WM Cayman II Revolver, due 2028(1)$1,149,597 $1,151,874 WML 5 1/2% Senior Notes, due 2026— 1,000,000 WML 5 1/2% Senior Notes, due 2027750,000 750,000 WML 5 5/8% Senior Notes, due 20281,350,000 1,350,000 WML 5 1/8% Senior Notes, due 20291,000,000 1,000,000 WML 6 3/4% Senior Notes, due 20341,000,000 — WML 4 1/2% Convertible Bonds, due 2029(2)600,000 600,000 U.S. and Corporate Related:WRF Credit Facilities(3): WRF Term Loan, due 2027— 763,125 WRF Term Loan, due 2030752,813 — WLV 5 1/4% Senior Notes, due 2027880,000 880,000 WRF 5 1/8% Senior Notes, due 2029750,000 750,000 WRF 7 1/8% Senior Notes, due 20311,000,000 1,000,000 WRF 6 1/4% Senior Notes, due 2033800,000 800,000 Retail Term Loan, due 2027(4)600,000 600,000 10,632,410 10,644,999 WML Convertible Bond Conversion Option Derivative32,586 33,007 Less: Unamortized debt issuance costs and original issue discounts and premium, net(118,184)(136,272)10,546,812 10,541,734 Less: Current portion of long-term debt(9,410)(41,250)Total long-term debt, net of current portion$10,537,402 $10,500,484 (1)As of December 31, 2025, the borrowings under the WM Cayman II Revolver bear interest at the term secured overnight financing rate ("Term SOFR") plus a credit adjustment spread of 0.10% or the Hong Kong Interbank Offered Rate ("HIBOR"), in each case plus a margin of 1.875% to 2.875% per annum based on WM Cayman II’s leverage ratio on a consolidated basis. Approximately $239.1 million and $910.5 million of the WM Cayman II Revolver bears interest at a rate of Term SOFR plus 1.975% per year and HIBOR plus 1.875% per year, respectively. As of December 31, 2025 and 2024, the weighted average interest rate was approximately 5.10% and 6.43%, respectively. As of December 31, 2025, the available borrowing capacity under the WM Cayman II Revolver was $1.36 billion. (2)As of December 31, 2025, the net carrying amount of the WML Convertible Bonds was $519.2 million, with unamortized debt discount and debt issuance costs of $80.8 million. The Company recorded contractual interest expense of $27.0 million, $27.0 million, and $22.1 million and amortization of discounts and issuance costs of $20.8 million, $18.9 million, and $14.2 million during the years ended December 31, 2025, 2024, and 2023. (3)The WRF Credit Facilities bear interest at a rate of Term SOFR plus 1.75% per year.

Income Taxes Consolidated income before taxes for U.S. and foreign operations consisted of the following (in thousands):Year Ended December 31,202520242023U.S.$336,489 $251,003 $142,775 Foreign177,651 392,395 142,608 Total$514,140 $643,398 $285,383 The income tax provision (benefit) attributable to income before income taxes is as follows (in thousands):December 31,202520242023CurrentU.S. Federal$(427)$894 $(248)U.S. State8,321 9,496 6,337 Foreign(106)141 (194)Total7,788 10,531 5,895 DeferredU.S. Federal99,383 (4,585)(483,786)U.S. State(2,166)(2,264)(20,310)Foreign— — 1,367 Total97,217 (6,849)(502,729)Total income tax provision (benefit)$105,005 $3,682 $(496,834)The Company adopted ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09") on a prospective basis for the year ended December 31, 2025. The following table presents the required disclosures pursuant to ASU 2023-09, and reconciles the U.S. federal statutory tax amount and rate to the effective tax amount and rate for the year ended December 31, 2025 (amounts in thousands):AmountPercentU.S. Federal Statutory Rate$107,969 21.0 %State and local income tax, net of federal income tax effectMassachusetts7,028 1.4 %Foreign tax effectsMacauForeign tax rate differential(42,944)(8.4)%Nontaxable foreign income(97,891)(19.0)%Valuation allowance30,572 5.9 %Other10,060 2.0 %Cayman IslandsForeign tax rate differential54,960 10.7 %Other 7,830 1.5 %Effects in changes in tax laws or rates37,239 7.2 %Effects of cross-border tax laws(99)(0.1)%Tax credits(3,536)(0.7)%Increase (decrease) in valuation allowancesForeign tax credits1,640 0.3 %Other deferred tax assets(1,379)(0.3)%Nontaxable or nondeductible items2,004 0.5 %Other adjustments Investments in unconsolidated affiliates(8,448)(1.6)%Effective income tax$105,005 20.4 %The following table presents the required disclosures prior to the adoption of ASU 2023-09 and reconciles the U.S. statutory income tax rate to the effective income tax rate for the following periods:December 31,20242023U.S. Federal statutory rate21.0 %21.0 %State tax1.0 %(2.8)%Foreign tax credits, net of valuation allowance(12.2)%(139.8)%Nontaxable foreign income(6.3)%(9.6)%Foreign tax rate differential(3.9)%0.4 %Valuation allowance, other(6.6)%(43.8)%Other, net7.6 %0.5 %Effective income tax rate0.6 %(174.1)%In 2024, Wynn Macau SA received an exemption from Macau's 12% Complementary Tax on casino gaming profits from January 1, 2023 through December 31, 2027.

Stock-Based Compensation The Company has adopted equity plans that allow for grants of stock-based compensation awards. The following sections describe each of these plans.Wynn Resorts, Limited Second Amended and Restated 2014 Omnibus Incentive Plan (the "WRL Omnibus Plan")In January 2017, the Company adopted the WRL Omnibus Plan after approval from its stockholders, which was adopted for a period of 10 years. From time to time, the Company reserves additional shares of its common stock for issuance under the WRL Omnibus Plan. The WRL Omnibus Plan allows for the grant of stock options, restricted stock, restricted stock units, stock appreciation rights, performance awards, and other share-based awards to eligible participants. In May 2024, the Company's shareholders approved an amendment to the WRL Omnibus Plan that increases the shares authorized for issuance by 2,000,000 shares, for an aggregate number of shares authorized for issuance to 7,909,390 shares.As of December 31, 2025, the Company had 1,792,076 shares of its common stock available for grant as share-based awards under the WRL Omnibus Plan. Wynn Macau, Limited Share Option and Share Award PlansThe Company's majority-owned subsidiary, WML, has two stock-based compensation plans that provide awards based on shares of WML's common stock. The shares available for issuance under these plans are separate and distinct from the common stock of Wynn Resorts' share plan and are not available for issuance for any awards under the Wynn Resorts share plan. The maximum number of shares which may be issued pursuant to WML's stock-based compensation plans is a combined aggregate of 523,843,160 shares. As of December 31, 2025, there were 504,297,160 shares available for issuance under WML's stock-based compensation plans. WML Share Option Plan ("WML Share Option Plan")WML adopted the WML Share Option Plan in May 2023 to supersede its share option plan adopted in May 2019. The WML Share Option Plan allows for the grant of stock options to purchase shares of WML to eligible directors and employees of WML, its subsidiaries, and related entities, and service providers of WML and its subsidiaries. The WML Share Option Plan is administered by WML's board of directors, which has the discretion on the vesting and service requirements, exercise price, performance targets to exercise if applicable and other conditions, subject to certain limits.

Leases Lessee ArrangementsThe following table summarizes the balance sheet classification of the Company's lease assets and liabilities (in thousands):December 31,Balance Sheet Classification20252024AssetsOperating leasesOperating lease assets $1,778,052 $1,797,276 Finance leasesProperty and equipment, net$104,028 $94,656 Current liabilitiesOperating leasesOther accrued liabilities$14,566 $10,869 Finance leasesOther accrued liabilities$27,810 $18,367 Non-current liabilitiesOperating leasesLong-term operating lease liabilities$1,629,117 $1,623,890 Finance leasesOther long-term liabilities$73,749 $71,592 The following tables disclose the components of the Company's lease cost, supplemental cash flow disclosures, and other information regarding the Company's lease arrangements (in thousands):Year Ended December 31,202520242023Lease cost: Operating lease cost$17,403 $17,146 $17,173 Triple-net operating lease cost related to Encore Boston Harbor141,491 141,576 141,722 Short-term lease cost21,832 30,443 27,468 Amortization of leasehold interests in land 13,716 13,704 13,666 Variable lease cost2,790 2,493 1,868 Finance lease interest cost7,137 3,391 2,363 Total lease cost$204,369 $208,753 $204,260 Year Ended December 31,202520242023Supplemental cash flow disclosures:Operating lease liabilities arising from obtaining operating lease assets$20,510 $3,803 $26,657 Finance lease liabilities arising from obtaining finance lease assets$41,154 $80,021 $8,842 Cash paid for amounts included in the measurement of lease liabilities: Cash used in operating activities - Operating leases $143,538 $141,004 $139,054 Cash used in financing activities - Finance leases$25,804 $19,219 $19,267 Year Ended December 31,202520242023Other information: Weighted-average remaining lease term - Operating leases28.1 years29.1 years30.1 yearsWeighted-average remaining lease term - Finance leases8.6 years10.5 years19.7 yearsWeighted-average discount rate - Operating leases8.0 %8.0 %8.0 %Weighted-average discount rate - Finance leases6.3 %6.3 %5.

Wynn Resorts’ information security program is designed to preserve the accuracy and integrity of all forms of information processed by us and to protect such information, including our employees' and guests' personally identifiable information and information related to our operations, from misuse, loss, or theft. Our information security program is founded on principles and standards of the National Institute of Standards and Technology Framework for Improving Critical Infrastructure Cybersecurity issued by the U.S. government and is integrated into our overall enterprise risk management system.The Chief Information Security Officer ("CISO") works closely with the Chief Information Officer and the Chief Privacy Counsel to collectively manage our global information security, information technology and data privacy programs. The Company's information security program includes a robust set of controls and safeguards for the systems, applications, and databases of the Company and of its third-party vendors. The CISO manages the information security program and sets annual targets and security objectives. The program includes regular risk assessments and recurring internal and external audits to assess the program’s maturity and effectiveness. The results of these assessments and audits help inform decisions to make program adjustments and evaluate whether the program’s security objectives are effective and up to date. Additional features of our cybersecurity program include security controls, such as firewalls and intrusion detection systems; data loss prevention tools; penetration testing of network, cloud, and application platforms; security assessments of our third-party vendors; and security awareness education for our employees and specialized training for our information security specialists.We have implemented security monitoring capabilities, designed to alert us to suspicious activity and have developed an incident response program that includes periodic coordinated response exercises designed to restore business operations as quickly and as orderly as practicable in the event of a serious cyber incident. In the event of cyber incident which may be considered "material" under the SEC's disclosure rules, Wynn Resorts has established a separate committee comprised of the General Counsel, the Chief Financial Officer, the Chief Privacy Counsel, and the CISO.

Benefit PlansDefined Contribution PlansThe Company established a retirement savings plan under Section 401(k) of the Internal Revenue Code covering its U.S. non-union employees in July 2000. The plan allows employees to defer, within prescribed limits, a percentage of their income through contributions to this plan. The Company matches 50% of employee contributions, up to 6% of employees' eligible compensation. During the years ended December 31, 2025, 2024 and 2023, the Company recorded matching contribution expenses of $11.2 million, $9.6 million, and $10.2 million, respectively.Wynn Macau SA also operates a defined contribution retirement benefit plan (the "Wynn Macau Plan"). Eligible employees are allowed to contribute 5% of their base salary to the Wynn Macau Plan and the Company matches any contributions. On July 1, 2019, the Company offered the option for the eligible Macau resident employees to join the non-mandatory central provident fund (the "CPF") system. Eligible Macau resident employees joining the Company from July 1, 2019 onwards have the option of enrolling in the CPF system while the Company's existing Macau resident employees who are currently members of the Wynn Macau Plan will be provided with the option of joining the CPF system or staying in the existing Wynn Macau Plan, which will continue to be in effect in parallel. The CPF system allows eligible employees to contribute 5% or more of their base salary to the CPF while the Company matches with a 5% of such salary as employer's contribution to the CPF. The Company's matching contributions vest to the employee at 10% per year with full vesting in ten years. The assets of the Wynn Macau Plan and the CPF are held separately from those of the Company in independently administered funds and overseen by the Macau government. Forfeitures of unvested contributions are used to reduce the Company's liability for its contributions payable. During the years ended December 31, 2025, 2024 and 2023, the Company recorded matching contribution expenses of $18.3 million, $17.1 million, and $16.3 million, respectively.