GOLDEN ENTERTAINMENT, INC. 8-K

What Happened
Golden Entertainment, Inc. (filed April 23, 2026) reported that the transactions under its Master Transaction Agreement (MTA) with Argento, LLC, VICI Properties Inc. and VICI ROYAL MERGER SUB LLC (entered Nov. 6, 2025) are expected to close on or about April 30, 2026 after obtaining required Gaming and Liquor approvals. As part of the deal, the company will cause a $2.75-per-share cash dividend to be distributed to shareholders of record at the Closing Date (to be paid immediately after the OpCo Sale but before the Effective Time). At closing, each share of New HoldCo common stock outstanding immediately prior to the Effective Time will be converted into the right to receive 0.902 PropCo Buyer Shares, with cash paid in lieu of fractional shares.

Key Details

• Master Transaction Agreement parties: Golden Entertainment, Argento, LLC, VICI Properties Inc., VICI ROYAL MERGER SUB LLC (MTA dated Nov. 6, 2025).
• Closing expected on or about April 30, 2026 after obtaining Gaming and Liquor Approvals (now obtained/Filed).
• $2.75 cash dividend per common share to shareholders of record as of the Closing Date; payment is conditioned on consummation of the OpCo Sale.
• Conversion ratio at Effective Time: each New HoldCo share → 0.902 fully paid PropCo Buyer Shares; cash in lieu of fractional shares.

Why It Matters
If the transactions close as planned, Golden Entertainment shareholders will receive the stated cash dividend and (through the conversion) PropCo Buyer Shares, and will cease to hold equity in Golden Entertainment. The transaction remains subject to customary closing conditions and risks (including termination rights and operational impacts); the filing includes standard forward-looking statement disclosures. Investors should note the timing and conditions (OpCo Sale requirement for the dividend) and review the company’s 2025 Form 10‑K and subsequent filings for fuller risk detail.