LIPPARELLI MARK A 4
4 · NEW ROYAL HOLDCO I INC. · Filed Apr 30, 2026
Research Summary
AI-generated summary of this filing
GDEN Director Mark A. Lipparelli Sells Shares in Reorganization
What Happened
Mark A. Lipparelli, a director of New Royal Holdco I Inc. (GDEN), had restricted stock units (RSUs) accelerate, converted 5,643 RSUs into common shares on 2026-04-29 and immediately disposed of those shares to the issuer for $28.55 each, generating $161,108. He also disposed of 88,222 shares on 2026-04-30 in connection with the company’s reorganization/merger; those shares were exchanged under the transaction agreement (see footnotes).
Key Details
- Transaction dates: 2026-04-29 and 2026-04-30.
- 2026-04-29: 5,643 RSUs converted (exercise/conversion M) at $0.00; shares disposed to issuer at $28.55 each for $161,108.
- 2026-04-30: 88,222 shares disposed to issuer in the reorganization (price shown as N/A on Form 4; see footnote F2).
- Shares owned after transaction: not reported on the Form 4.
- Footnotes:
- F1/F4 — RSUs accelerated, vested in full and were cash-settled/converted per the Master Transaction Agreement. Each RSU converted one-for-one into a share which was disposed to the issuer for the closing stock price on the Equity Award Settlement Date.
- F2 — In the reorganization, each share of the successor entity was exchanged for 0.902 shares of VICI Properties Inc.; cash paid in lieu of fractional shares.
- F3 — RSUs are contingent rights converting one-for-one on vesting and have no expiration.
- Filing timeliness: Form filed 2026-04-30 for transactions on 2026-04-29/04-30 (filed next day, not indicated as late).
- No 10b5-1 plan or tax-withholding details are disclosed on the Form 4.
Context
This was not a market purchase; the activity reflects acceleration/vesting and cash settlement of RSUs and the corporate reorganization exchange under the Master Transaction Agreement. The 5,643-share conversion was effectively a cash settlement (converted to shares then sold to the issuer same day). The larger 88,222-share disposition reflects the merger consideration (exchange into VICI shares and cash for fractional shares), not a typical open-market sale.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1]2026-04-29+5,643→ 93,865 total - Disposition to Issuer
Common Stock
[F1]2026-04-29$28.55/sh−5,643$161,108→ 88,222 total - Disposition to Issuer
Common Stock
[F2]2026-04-30−88,222→ 0 total - Exercise/Conversion
Restricted Stock Units
[F3][F1][F4]2026-04-29−5,643→ 0 total→ Common Stock (5,643 underlying)
Footnotes (4)
- [F1]Represents the accelerated vesting and cash settlement of the restricted stock units (''RSUs'') granted in February 2026 in accordance with the terms of the award agreement and that certain Master Transaction Agreement dated November 6, 2025 by and among the Issuer, Argento, LLC, VICI Properties Inc., and VICI Royal Merger Sub LLC, (the ''Master Transaction Agreement''). For Form 4 reporting purposes, each RSU converted to one share of common stock which was disposed to the Issuer in exchange for the closing stock price on the Equity Award Settlement Date as defined under the Master Transaction Agreement.
- [F2]Represents the disposition of shares of common stock of the successor entity to the Issuer, in the reorganziation and merger involving the Issuer, under and in accordance with the Master Transaction Agreement. Each share of common stock was exchanged for 0.902 shares of VICI Properties Inc., with cash paid in lieu of fractional shares.
- [F3]RSUs represent a contingent right to receive shares of common stock, that convert into common stock on a one-for-one basis upon vesting, and have no expiration date.
- [F4]The outstanding RSUs vested in full on the Equity Award Settlement Date in accordance with the terms of the Master Transaction Agreement.