LIPPARELLI MARK A 4

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.