SARTINI BLAKE L 4

What Happened

• Blake L. Sartini (10% owner) exercised stock options and had RSUs/PSUs accelerated and converted on or about 2026-04-29 as part of the Equity Award Settlement under a Master Transaction Agreement. He paid roughly $5.07M to exercise two option lots (264,000 @ $10.51 = $2,774,640; 200,000 @ $11.50 = $2,300,000). Many converted awards and option shares were immediately settled/returned to the issuer or withheld for taxes in connection with a corporate reorganization/merger.
• The filing shows cash proceeds/settlements reported at market price $28.55 for certain dispositions: 136,733 shares disposed for $3,903,727 and 341,965 shares disposed for $9,763,101 (the latter reported as tax/exercise payment). In addition, large blocks of shares (524,509 and 5,644,788) were disposed to the issuer in the transaction (consideration shown as N/A on the Form 4 and described as exchanged per the merger).

Key Details

• Transaction dates: primary activity on 2026-04-29 (filed 2026-04-30 — next day filing).
• Option exercises paid: 264,000 @ $10.51 and 200,000 @ $11.50 (total cash paid ≈ $5,074,640).
• Cash dispositions at $28.55: 136,733 shares ($3,903,727) and 341,965 shares ($9,763,101) reported as dispositions to issuer/tax payments.
• Large dispositions to issuer (merger consideration): 524,509 shares and 5,644,788 shares reported with N/A price (see footnote F6 — shares exchanged for VICI Properties stock per merger, cash for fractional shares).
• Many RSUs/PSUs and unvested options were accelerated/converted and settled (footnotes F1–F4, F8); some awards were cash-settled (F3,F4).
• Shares withheld to satisfy tax withholding and option exercise payments (F5).
• Ownership after these transactions is not specified in the provided excerpt — see the full Form 4 for post-transaction holdings.
• Filing appears timely (transaction dated 4/29/2026; Form 4 filed 4/30/2026).

Context

• These transactions reflect an accelerated vesting/exercise and settlement tied to a Master Transaction Agreement and an Equity Award Settlement Date — not an independent open-market purchase or sale. Many converted or exercised shares were immediately used to pay exercise prices and taxes or were exchanged to the successor company in the merger (a cashless/cash-settled treatment for many awards).
• As a 10% owner (not necessarily an executive trade), this activity is largely transactional/transactional-merger related rather than a straightforward buy or sell signaling ongoing personal conviction. For full legal and timing details, review the filing footnotes and the Master Transaction Agreement referenced in the Form 4.