Wynn Resorts Files 8-K for Asset Deal

TL;DR

Wynn Resorts just filed an 8-K for a big asset deal - keep an eye on this.

AI Summary

On August 18, 2025, Wynn Resorts, Limited entered into a material definitive agreement related to the completion of an acquisition or disposition of assets. The filing also includes a Regulation FD disclosure and financial statements and exhibits.

Why It Matters

This filing indicates a significant corporate action by Wynn Resorts, potentially involving the acquisition or sale of assets, which could impact its business operations and financial structure.

Risk Assessment

Risk Level: medium — Material definitive agreements and asset acquisitions/dispositions can introduce significant financial and operational risks.

Key Players & Entities

• Wynn Resorts, Limited (company) — Registrant
• August 18, 2025 (date) — Date of earliest event reported
• 3131 Las Vegas Boulevard South (location) — Principal executive offices address
• Las Vegas, Nevada (location) — Principal executive offices city and state
• 89109 (location) — Principal executive offices zip code
• 702-770-7555 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.01 — ich registered Common stock, par value $0.01 WYNN Nasdaq Global Select Market Chec
• $1.0 billion — pleted its offering (the "Offering") of $1.0 billion aggregate principal amount of 6.750% se
• $989.0 million — o receive net proceeds of approximately $989.0 million from the Offering of the Notes after de
• $50 million — idiaries that, in the aggregate, exceed $50 million; and certain events of bankruptcy or in

Filing Documents

• wynn-20250818.htm (8-K) — 40KB
• ex41-wmlindenture.htm (EX-4.1) — 635KB
• ex991-wmlnotice.htm (EX-99.1) — 4KB
• ex992-wmlclosingannounce.htm (EX-99.2) — 5KB
• ex991-wmlnotice001.jpg (GRAPHIC) — 162KB
• ex991-wmlnotice002.jpg (GRAPHIC) — 96KB
• ex992-wmlclosingannounce001.jpg (GRAPHIC) — 166KB
• ex992-wmlclosingannounce002.jpg (GRAPHIC) — 137KB
• 0001174922-25-000122.txt ( ) — 1673KB
• wynn-20250818.xsd (EX-101.SCH) — 2KB
• wynn-20250818_lab.xml (EX-101.LAB) — 22KB
• wynn-20250818_pre.xml (EX-101.PRE) — 12KB
• wynn-20250818_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On August 18, 2025 (August 19, 2025 Hong Kong time), Wynn Macau, Limited ("WML"), an indirect subsidiary of Wynn Resorts, Limited (the "Registrant") with its ordinary shares of common stock listed on The Stock Exchange of Hong Kong Limited (the "HKSE"), completed its offering (the "Offering") of $1.0 billion aggregate principal amount of 6.750% senior notes due 2034 (the "Notes"). The Notes were issued pursuant to an indenture, dated as of August 19, 2025 (the "Indenture"), between, WML and Deutsche Bank Trust Company Americas, as trustee. WML expects to receive net proceeds of approximately $989.0 million from the Offering of the Notes after deducting discounts, commissions and estimated expenses payable by WML and to use the net proceeds for general corporate purposes, including repayment of outstanding indebtedness, such as amounts outstanding under the WM Cayman II Revolver and/or one or more series of existing WML senior notes. The following is a brief description of certain terms and conditions of the Indenture and the Notes. At any time prior to August 15, 2028, WML may use the net cash proceeds from certain equity offerings to redeem up to 35% of the aggregate principal amount of the Notes at a redemption price of 106.750% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any. At any time prior to August 15, 2028, WML may redeem the Notes in whole or in part at a redemption price equal to the greater of (a) 100% of the aggregate principal amount of the Notes to be redeemed, or (b) a make-whole amount as determined by an independent investment banker in accordance with the terms of the Indenture, in either case, plus accrued and unpaid interest. In addition, on or after August 15, 2028, WML may redeem the Notes in whole or in part at a premium decreasing annually from 103.375% of the applicable principal amount to 100.000%, plus accrued and unpaid interest. If WML

01 Creation of a Direct Financial Obligation

Item 2.01 Creation of a Direct Financial Obligation. The information set forth in Item 1.01 is incorporated herein by reference.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On August 19, 2025, WML filed with the HKSE (1) a notice indicating that WML submitted an application to the HKSE for the listing of and permission to deal in the Notes (the "Listing Notice") and (2) an announcement regarding the closing of the issuance of the Notes (the "Closing Announcement"). The Registrant owns approximately 72% of WML's ordinary shares of common stock. The Listing Notice and Closing Announcement are furnished herewith as Exhibits 99.1 and 99.2, respectively. The information furnished pursuant to this Item 7.01 and the exhibits attached to this Current Report on Form 8-K shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such a filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Indenture, dated as of August 19, 2025, by and between Wynn Macau, Limited and Deutsche Bank Trust Company Americas, as trustee, related to senior notes due 2034 99.1 Notice of Listing on the Stock Exchange of Hong Kong Limited, dated August 19, 2025 99.2 Closing Announcement of Wynn Macau, Limited, dated August 19, 2025 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WYNN RESORTS, LIMITED Dated: August 19, 2025 By: /s/ Julie Cameron-Doe Julie Cameron-Doe Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR