AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 5/6 · 18/10/2026
Moat50
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 3/4 · Restricted Macau access among six permitted operators is a demonstrated entry barrier. Service awards support differentiation, but superiority over licensed peers and durable excess returns are not established.
durability · 2/4 · The concession framework extends through 2032, but rescission powers, uncompensated asset-transfer provisions and mandatory investment materially qualify its durability.
customer dependency · 1/4 · Disclosed competition spans price, amenities, service and alternative destinations, indicating substantial customer choice. Higher gaming volumes support attraction, but do not establish dependence or switching friction.
erosion resilience · 2/4 · First-half 2026 gaming demand and consolidated operating income improved despite expanded supply, but property EBITDAR declined at Wynn Macau, Las Vegas and Boston. Resilience is demonstrated unevenly.
Pricing power—
Insufficient evidence for every rubric criterion; no category score is inferred.
realized pricing · — · Room revenues and gaming win cannot isolate realized prices. Management's claim about increasing regional room rates supplies no observed Wynn pricing series or premium.
retention · 2/4 · Higher mass-market gaming volumes provide indirect evidence of sustained customer demand. Management also asserts guests return, but cohort retention, repeat-visit rates and the contribution of new customers are undisclosed.
margin resilience · 2/4 · First-half 2026 operating income rose faster than revenue, supporting modest consolidated resilience. Expense increases and declining EBITDAR at three properties offset that evidence; this does not itself establish pricing power.
contractual freedom · — · Retail leases disclose minimum rent, sales-linked rent and five-to-ten-year terms, but do not establish repricing rights. The passages do not disclose price-setting constraints or discretion for the core gaming and hotel business.
Predictability52
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 75.00
- Revenue growth volatility (pp)
- 30.90
- Positive FCF years (%)
- 60.00
- FCF margin volatility (pp)
- 11.81
Financial strength19
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 0.00
- netDebtEbitGrade
- 0.00
- interestCoverageGrade
- 7.16
- currentRatioGrade
- 70.65
- Debt / FCF (x)
- 15.24
- Net debt / operating income (x)
- 8.12
- Interest coverage (x)
- 1.79
- Current ratio (x)
- 1.63
Capital allocation89
Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 13.81
- 3-year average dilution (%)
- -2.98
- 3-year average SBC / revenue (%)
- 1.03
- cashConversionGrade
- 100.00
Management50
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · First-half operating cash flow of $645.4 million exceeded capital expenditures of $332.1 million and affiliate investments of $178.6 million combined. Repurchases and distributions accompanied $200 million of debt issuance, while substantial remaining development equity is required. Financing milestones support execution, but completed-project returns are unproven.
incentive alignment · 2/4 · Actual 2025 incentives used preset operating targets, alongside ownership requirements and clawback provisions. EBITDAR emphasis excludes important capital costs, the Macau target was below the prior year's result, and adopted retirement benefits preserve award vesting. Actual executive ownership and complete realized award outcomes are missing.
execution · 2/4 · Disclosed construction, integration and refinancing milestones, together with higher operating cash flow, demonstrate execution. Operating evidence remains mixed across properties, and unfinished developments have not demonstrated commercial returns. Assessment partly uses indirect operating evidence.
governance · 2/4 · An independent chair, eight independent directors out of nine, one vote per share and an unqualified internal-control opinion support oversight. Classified director terms limit immediate accountability; these disclosures establish mixed governance rather than exceptional long-term effectiveness.
Evidence
("Wynn Macau SA"), SJM Resorts, S.A.
Business / Macau permitted operators · Filed 02/03/2026
("SJM"), Galaxy Casino, S.A. ("Galaxy"), Venetian Macau, S.A.
Business / Macau permitted operators · Filed 02/03/2026
("Venetian Macau"), Melco Resorts (Macau) Limited ("Melco"), and MGM Grand Paradise Limited ("MGM Macau") are permitted to operate casinos in Macau, with a total of 20 casinos currently in operation.
Business / Macau permitted operators and casino count · Filed 02/03/2026
In exchange for the use of casino areas and gaming equipment in the operations of games of chance at Wynn Macau and Wynn Palace under the Property Transfer Agreements, Wynn Macau SA has agreed to pay the Macau government an annual amount of MOP53.1 million (approximately $6.6 million) in the year ending December 31, 2023, subject to adjustment in each year based on the average price index in Macau for the years ending December 31, 2024, and 2025, and an annual amount of MOP177.0 million (approximately $22.1 million) in the year ending December 31, 2026, subject to adjustment annually based on the average price index in Macau for each of the remaining years of the term of the Gaming Concession Contract through December 31, 2032.
Note 5 / Property Transfer Agreements and concession term · Filed 02/03/2026
Pursuant to the Gaming Concession Contract and the laws and administrative regulations, the Macau government may rescind the gaming concession if Wynn Macau SA fails to fulfill its obligations, including in the circumstances of (i) endangerment to the national security of mainland China or Macau, (ii) failure on the part of Wynn Macau SA to perform its obligations under the Gaming Concession Contract, (iii) public interest, and (iv) Wynn Macau SA ceasing to be eligible for the gaming concession under the Macau gaming law.
Gaming regulation / Concession rescission · Filed 02/03/2026
If the Macau government rescinds the Gaming Concession Contract due to Wynn Macau SA’s non-fulfillment, or perceived non-fulfillment, of its obligations, Wynn Macau SA will be required to transfer to the Macau government, free from any encumbrance or lien and without compensation, all of its casinos, gaming assets and equipment and ownership rights to its casino areas in Macau.
Gaming regulation / Asset transfer upon rescission · Filed 02/03/2026
•Wynn Palace and Wynn Macau collectively earned 11 FTG Five-Star awards in 2026, with Wynn Palace maintaining its status as the largest FTG Five-Star resort in the world.
Business / Macau service awards · Filed 02/03/2026
During the six months ended June 30, 2026, the increase in cash flows from operating activities was largely driven by increased gaming revenue of $245.0 million at our Macau Operations as a result of higher mass market gaming volumes and $26.8 million at our Las Vegas Operations due to higher table games win, partially offset by commensurate increases in operating expenses.
MD&A / Operating cash flow and gaming demand · Filed 06/08/2026
Several of the current concessionaires have opened facilities in the Cotai area over the past few years, which has significantly increased gaming and non-gaming offerings in Macau, with continued development expected in the near future.
Competition / Expanded Cotai supply · Filed 02/03/2026
Our Macau Operations face competition from casinos throughout the world, including Singapore, South Korea, the Philippines, Malaysia, Vietnam, Cambodia, Australia, Las Vegas, cruise ships in Asia that offer gaming, and other casinos throughout Asia.
Competition / International gaming destinations · Filed 02/03/2026
In 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.
Note 18 / Contractual Macau investment commitments · Filed 02/03/2026
Three Months Ended June 30, Six Months Ended June 30, 2026 2025 Increase/ (Decrease) Percent Change 2026 2025 Increase/ (Decrease) Percent Change Wynn Palace $ 201,488 $ 157,206 $ 44,282 28.2 $ 405,310 $ 319,091 $ 86,219 27.0 Wynn Macau 95,511 96,510 (999) (1.0) 171,127 186,709 (15,582) (8.3) Las Vegas Operations 215,226 234,812 (19,586) (8.3) 447,686 458,173 (10,487) (2.3) Encore Boston Harbor 56,084 63,859 (7,775) (12.2) 106,603 121,313 (14,710) (12.1) Adjusted Property EBITDAR at Wynn Palace increased $44.3 million and $86.2 million for the three and six months ended June 30, 2026, respectively, largely from an increase in casino revenue partially offset by increased casino expense, inclusive of gaming taxes.
MD&A / Property EBITDAR comparisons · Filed 06/08/2026
We compete with other high-quality resorts on the basis of the range of amenities, level of service, price, location, entertainment, themes and size, among other factors.
Business / Competitive dimensions including price · Filed 02/03/2026
During the year ended December 31, 2025, the decrease in cash flows from operating activities was primarily due to a decrease in operating income at our Macau Operations largely driven by a decrease in rooms revenue.
MD&A / 2025 operating cash flow decline · Filed 02/03/2026
3 Table of Contents WYNN RESORTS, LIMITED AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) (unaudited) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Operating revenues: Casino $ 1,175,288 $ 1,051,834 $ 2,352,521 $ 2,092,264 Rooms 290,303 291,053 580,684 565,574 Food and beverage 264,344 261,057 523,363 510,936 Entertainment, retail and other 126,998 133,853 257,127 269,420 Total operating revenues 1,856,933 1,737,797 3,713,695 3,438,194 Operating expenses: Casino 721,384 643,108 1,454,054 1,277,941 Rooms 88,569 86,042 178,360 170,139 Food and beverage 236,642 224,400 465,464 425,067 Entertainment, retail and other 51,390 58,041 111,103 120,227 General and administrative 270,115 280,815 545,319 556,504 Provision for credit losses 6,930 3,353 10,987 4,749 Pre-opening 9,232 11,286 20,977 16,573 Depreciation and amortization 165,421 152,907 325,948 308,328 Property charges and other 9,662 13,245 21,291 25,477 Total operating expenses 1,559,345 1,473,197 3,133,503 2,905,005 Operating income 297,588 264,600 580,192 533,189 Other income (expense): Interest income 12,774 15,859 25,866 35,218 Interest expense, net of amounts capitalized (152,177) (154,551) (304,539) (312,159) Change in derivatives fair value 43,287 (1,112) 90,057 (30,651) Loss on debt financing transactions — (1,083) — (1,083) Other (2,746) (36,164) (32,180) (44,538) Other income (expense), net (98,862) (177,051) (220,796) (353,213) Income before income taxes 198,726 87,549 359,396 179,976 Provision for income taxes (16,154) (10,588) (26,286) (21,610) Net income 182,572 76,961 333,110 158,366 Less: net income attributable to noncontrolling interests (42,510) (10,743) (72,594) (19,401) Net income attributable to Wynn Resorts, Limited $ 140,062 $ 66,218 $ 260,516 $ 138,965 Basic and diluted net income per common share: Net income attributable to Wynn Resorts, Limited: Basic $ 1.37 $ 0.64 $ 2.53 $ 1.33 Diluted $ 1.32 $ 0.64 $ 2.36 $ 1.33 Weighted average common shares outstanding: Basic 102,574 103,491 102,828 104,486 Diluted 102,983 103,780 103,390 104,749 The accompanying notes are an integral part of these condensed consolidated financial statements.
Condensed consolidated statements of operations / First-half comparisons · Filed 06/08/2026
7 Table of Contents WYNN RESORTS, LIMITED AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) Six Months Ended June 30, 2026 2025 Cash flows from operating activities: Net income $ 333,110 $ 158,366 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 325,948 308,328 Deferred income taxes 20,595 17,684 Stock-based compensation expense 42,640 48,237 Amortization of debt issuance costs 21,542 18,916 Loss on debt financing transactions — 1,083 Provision for credit losses 10,987 4,749 Change in derivatives fair value (77,579) 30,651 Property charges and other 65,575 66,963 Increase (decrease) in cash from changes in: Receivables, net 52,669 (4,641) Inventories, prepaid expenses and other 8,798 (11,246) Customer deposits (54,448) 2,665 Accounts payable and accrued expenses (104,457) (102,919) Net cash provided by operating activities 645,380 538,836 Cash flows from investing activities: Capital expenditures, net of construction payables and retention (332,087) (325,197) Investments in unconsolidated affiliates (178,569) (130,642) Purchase of investments (57,065) — Proceeds from maturity of investments 140,453 — Purchase of intangible and other assets — (450) Proceeds from sale of assets and other 8,380 253 Net cash used in investing activities (418,888) (456,036) Cash flows from financing activities: Proceeds from issuance of long-term debt 200,000 752,812 Repayments of long-term debt — (763,125) Repurchase of common stock (165,539) (377,645) Proceeds from exercise of stock options 883 154 Distribution to noncontrolling interests (15,918) (12,324) Dividends paid (95,016) (88,290) Finance lease payments (13,727) (12,694) Payments for financing costs — (5,732) Other (25,809) (9,142) Net cash used in financing activities (115,126) (515,986) Effect of exchange rate on cash, cash equivalents and restricted cash (4,067) (8,579) Cash, cash equivalents and restricted cash: Increase (decrease) in cash, cash equivalents and restricted cash 107,299 (441,765) Balance, beginning of period 1,560,095 2,521,793 Balance, end of period $ 1,667,394 $ 2,080,028 The accompanying notes are an integral part of these condensed consolidated financial statements.
Condensed consolidated statements of cash flows / Spending, financing and distributions · Filed 06/08/2026
When our guests feel that difference—and they consistently do—they return and they tell others.
Chair's letter / Management assertion about returning guests · Filed 25/03/2026
GOVERNANCE PRINCIPLES CORPORATE GOVERNANCE PRACTICE ACCOUNTABILITY TO SHAREHOLDERS ✓ Our common stock is our only outstanding class of stock, with one vote per share ✓ Our directors are elected by a majority vote standard in uncontested elections EFFECTIVE RISK OVERSIGHT ✓ Our full Board assesses risks to the Company’s long-term strategic objectives, including development projects and growth initiatives ✓ Our full Board oversees cybersecurity risk and information security ✓ An independent Compliance Committee comprised of three individuals who are not otherwise affiliated with the Board and the Company oversees and promotes compliance and ensures that the Company meets its strict policy to conduct business at the highest levels of honesty and integrity RISK MITIGATION AND ALIGNMENT OF INTERESTS ✓ Our stock ownership requirements for non-employee directors were increased in 2025 ✓ Our clawback policy provides for the recoupment of certain incentive-based compensation received by our current and former executive officers in the event the Company is required to prepare an accounting restatement due to material noncompliance with its financial reporting requirements ✓ Our Insider Trading Policy prohibits directors and executive officers from engaging in speculative transactions in the Company’s securities, such as trading in puts and calls, or selling securities short, and from all hedging and prospective pledging of Company securities as collateral for any loan 3 Table of Contents BOARD COMPOSITION INDEPENDENT CHAIR The separation of the roles of Chair of the Board and CEO are enshrined in our Bylaws 89% BOARD INDEPENDENCE Eight of our nine directors are independent 67% CEO EXPERIENCE 6 of our 9 directors have performed or are currently performing CEO roles 6 YEARS AVERAGE DIRECTOR TENURE Seven of our eight independent directors were appointed since 2018 Our Board currently has nine members: Philip Satre, who serves as independent Chair of the Board, Betsy Atkins, Craig Billings, our Chief Executive Officer, Richard Byrne, Paul Liu, Patricia Mulroy, Anthony Sanfilippo, Darnell Strom, and Winifred Webb.
Governance / Voting rights, independence, ownership requirements and clawback · Filed 25/03/2026
Annual Incentives: The Compensation Committee selected the following preset performance goals for our 2025 annual incentive awards to incentivize management to drive shareholder value through short-term operational and strategic measures:
Compensation discussion / Actual 2025 annual incentive design · Filed 25/03/2026
North America, 2025 Adjusted Property EBITDAR (weighted 30%): Adjusted Property EBITDAR is an important measure of a property’s performance within its market, a key driver of return on equity and essential element to the valuation of our Company and our stock price.
Compensation discussion / North America incentive metric and weighting · Filed 25/03/2026
Target achievement of this goal for 2025 required Adjusted Property EBITDAR to reach $1,065 million a decrease from the Adjusted Property EBITDAR of $1,176 million in 2024.
Compensation discussion / Macau incentive target versus prior result · Filed 25/03/2026
Under the terms of the Retirement Plan, which was amended on November 3, 2025, upon an NEO’s retirement, (i) all outstanding equity incentive awards held by the NEO on the date of retirement will remain outstanding and will continue to vest in accordance with the terms of the applicable award agreement as if the NEO were still employed by the Company (provided, that, the NEO may elect to deliver written notice to the Company expressly disavowing the continued vesting benefits, and the vesting period will expire as of the date of delivery of such notice, and all of the NEO’s outstanding equity incentive awards that remain unvested as of such date will be immediately forfeited for no consideration); (ii) the Company will pay the NEO a total amount equal to a pro-rata portion of the annual incentive award the NEO earned during the fiscal year preceding the year in which the date of retirement occurs; and (iii) during the first eighteen months following the NEO’s retirement, assuming that the NEO has timely enrolled under COBRA, the Company will pay the full COBRA monthly premiums for the NEO and their spouse and dependents, and the Company will reimburse the NEO for any medical expenses incurred by the NEO or the NEO’s dependents that are not covered by COBRA but would have been subject to reimbursement under the Company’s senior executive health program.
Compensation discussion / Adopted retirement benefits and continued vesting · Filed 25/03/2026
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 2, 2026 expressed an unqualified opinion thereon.
Independent auditor report / Internal control opinion · Filed 02/03/2026
To elect three Class III directors to serve until the 2029 Annual Meeting of Shareholders
Annual meeting proposal / Classified director terms · Filed 25/03/2026
We estimate our remaining 40% pro-rata share of the required equity for the development projects is between $525 million and $650 million, inclusive of capitalized interest and fees.
Liquidity / Estimated remaining development equity commitment · Filed 06/08/2026
Wynn Al Marjan Island is currently expected to open in September 2027 and Janu Al Marjan Island is expected to open in 2029.
Development / Expected opening dates · Filed 06/08/2026
PERFORMANCE 67 SECURITY OWNERSHIP - Certain Beneficial Ownership and Management 71 ITEMS TO BE VOTED ON Proposal 1: Election of Directors 75 Proposal 2: Ratification of Appointment of Independent Auditors 75 - Audit and Other Fees 76 - Report of the Audit Committee 77 Proposal 3: Advisory Vote to Approve the Compensation of Named Executive Officers 79 Proposal 4: Approval of an Amendment and Restatement of the 2014 Amended and Restated Omnibus Incentive Plan to Increase the Authorized Shares By 3,000,000 Shares 80 GENERAL INFORMATION Our 2026 Annual Meeting of Shareholders 93 - How You Can Vote 94 - Shareholder Nominations and Proposals 96 - Annual Report 97 - Other Business 97 APPENDIX A Appendix A: Wynn Resorts, Limited Third Amended and Restated 2014 Omnibus Incentive Plan A-1 Table of Contents 2 0 2 6 PROXY STATEMENT 2025 Highlights LAS VEGAS OPERATIONS ENCORE BOSTON HARBOR MACAU OPERATIONS $902.4M $236.7M $1,085.0M Adjusted Property EBITDAR(1) Adjusted Property EBITDAR(1) Adjusted Property EBITDAR(1) 18 ««««« 5-STAR AWARDS FROM FORBES TRAVEL GUIDE –More Forbes Five-Star awards across more destinations than any other independent hotel company in the world 18th Year INCLUDED IN FORTUNE MAGAZINE’S MOST ADMIRED COMPANIES AND RANKED THIRD OVERALL IN THE HOTELS, CASINOS & RESORTS CATEGORY PURSUING GROWTH OPPORTUNITIES • Significantly advanced construction of Wynn Al Marjan Island, our 40%-owned planned integrated resort in the UAE, where we topped out the hotel tower in December 2025 at 283 meters in height across 70 floors • Acquired and integrated Wynn Mayfair into our global portfolio, representing our first foray into the European market and creating a conduit for Wynn guests to visit our resorts, particularly Wynn Al Marjan Island • Launched multiple new and reimagined spaces across the portfolio including the Gourmet Pavillion at Wynn Palace and PISCES Bar & Seafare at Wynn Las Vegas • Continued to advance design and planning efforts for non-gaming capital expenditure commitments related to the 10-year concession agreement in Macau STRENGTHENED BALANCE SHEET & INCREASED SHAREHOLDER ENGAGEMENT • Strengthened the balance sheet and enhanced our liquidity position through several strategic debt finance transactions which included upsizing our borrowing capacity under the Wynn Resorts Finance Credit Facility by $500 million and extending its maturity by three years, upsizing our borrowing capacity under the Wynn Macau Cayman II Credit Facility by $1 billion, and refinancing all of our remaining 2026 debt maturities.
2025 highlights / Completed operational and financing milestones · Filed 25/03/2026
The lease arrangements generally include minimum base rent and contingent rental clauses based on a percentage of net sales.
Lease accounting / Retail minimum rent and contingent rental terms · Filed 02/03/2026
Generally, the terms of the leases range between five and ten years.
Lease accounting / Retail lease duration · Filed 02/03/2026
Overall, we believe Wynn Resorts has a demonstrated track record of developing and operating integrated resorts that stimulate local and regional economic activity, by attracting a wide range of customers (including high-net-worth international tourists), driving international tourism, raising average hotel room rates in the region, extending the average length of stay per visitor, complementing existing convention and meeting business with five-star accommodations and appropriately scaled meeting amenities, elevating service levels with the execution of five-star customer service, and stimulating city-wide investment and employment.
Business / Management assertion about regional room rates · Filed 02/03/2026
