Golden Entertainment Enters Material Definitive Agreement

TL;DR

GDEN signed a big deal, details TBD.

AI Summary

Golden Entertainment, Inc. announced on November 6, 2025, that it entered into a material definitive agreement. The filing does not disclose specific details of the agreement, the counterparty, or any associated financial figures.

Why It Matters

This filing indicates a significant new contract or partnership for Golden Entertainment, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing creates uncertainty about the nature and impact of the agreement.

Key Players & Entities

• GOLDEN ENTERTAINMENT, INC. (company) — Registrant
• November 6, 2025 (date) — Date of earliest event reported
• 6595 S Jones Boulevard (address) — Principal executive offices
• Las Vegas, Nevada 89118 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value GDEN The Nasdaq Stock Market
• $2.75 — d by the Company, in an amount equal to $2.75 per share to the Company's shareholders
• $174,000,000 — result in a permanent loss of more than $174,000,000 or remaining repair or restoration cost
• $460,000,000 — cal to the Closing Date does not exceed $460,000,000. The obligation of OpCo Buyer to consu
• $37,000,000 — be required to pay a termination fee of $37,000,000 in the aggregate and if the MTA is term
• $16,400,000 — will be required to pay a fee equal to $16,400,000 in the aggregate, in each case, OpCo Bu
• $10,000,000 — he Company a reverse termination fee of $10,000,000, and the Company retains its rights to

Filing Documents

• gden-20251106.htm (8-K) — 79KB
• a11625exhibit21.htm (EX-2.1) — 1022KB
• a11625exhibit101.htm (EX-10.1) — 123KB
• a11625exhibit102.htm (EX-10.2) — 79KB
• 0001071255-25-000124.txt ( ) — 1622KB
• gden-20251106.xsd (EX-101.SCH) — 2KB
• gden-20251106_lab.xml (EX-101.LAB) — 21KB
• gden-20251106_pre.xml (EX-101.PRE) — 12KB
• gden-20251106_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On November 6, 2025, Golden Entertainment, Inc., a Minnesota corporation (the " Company ," " we ," " us ," or " our "), entered into a Master Transaction Agreement (the " MTA ") with Argento, LLC, a Nevada limited liability company (" OpCo Buyer "), VICI Properties Inc., a Maryland corporation (" PropCo Buyer "), and VICI ROYAL MERGER SUB LLC, a Delaware limited liability company and a wholly owned subsidiary of PropCo Buyer (" PropCo Merger Sub "). The MTA provides, among other things, and subject to the terms and conditions set forth therein, that (i) (x) prior to the Closing, the Company will consummate the Pre-Closing Restructuring which contemplates, among other things, that the Company will form New HoldCo and New OpCo and (y) on the Closing Date, but prior to the OpCo Sale, the Company will merge with and into New OpCo, with New OpCo continuing as the surviving entity (the " F Reorganization Merger "), with the equity holders of the Company receiving equity, on a one-for-one basis, in New HoldCo and New HoldCo owning 100% of the membership interest of New OpCo and being the immediate parent of New OpCo, (ii) immediately following the F Reorganization Effective Time, but prior to the OpCo Sale, the distribution by New OpCo to New HoldCo of all of the membership interests in PropCo (the " PropCo Distribution "), (iii) on the Closing Date, immediately following the PropCo Distribution but prior to the Distribution (as defined below) and the Effective Time (as defined below), OpCo Buyer will acquire 100% of the equity interests of New OpCo (the " OpCo Sale ") and, immediately following the consummation of the OpCo Sale, but prior to the Effective Time, the Company will distribute a dividend, as declared and paid by the Company, in an amount equal to $2.75 per share to the Company's shareholders as of the Closing as described in and pursuant to the MTA (the " Distribution ") and (iv) on the Closing Date, immed

Forward Looking Statements

Forward Looking Statements This communication contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the context of the statement and generally arise when the Company or its management is discussing its beliefs, estimates or expectations. Such statements generally include words such as "believes," "expects," "intends," "anticipates," "estimates," "continues," "may," "plan," "will," "goal," or similar expressions. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of our management about future events and are therefore subject to risks and uncertainties, many of which are outside the Company's control, which could cause actual results to differ materially from what is contained in such forward-looking statements as a result of various factors, including, without limitation: (1) the inability to consummate the proposed transaction within the anticipated time period, or at all, due to any reason, including the failure to obtain shareholder approval to adopt the MTA, the failure to

View Full Filing

View this 8-K filing on SEC EDGAR