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Golden Entertainment, Inc. (NASDAQ:<a class="ticker" href="...

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Golden Entertainment, Inc. (NASDAQ:<a class="ticker" href="https://www.benzinga.com/quote/GDEN">GDEN</a>) ("Golden Entertainment" or the "Company") announced that at its Special Meeting of Shareholders held on March 31, 2026, its shareholders approved the adoption of its previously announced definitive master transaction agreement (the "MTA") and the transactions contemplated thereby or therein, with Blake L. Sartini and affiliates ("Blake Sartini") and VICI Properties Inc. (NYSE:<a class="ticker" href="https://www.benzinga.com/quote/VICI">VICI</a>) ("VICI").

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Closing of the transactions contemplated by the MTA is anticipated to occur in the second quarter of 2026 and remains subject to the receipt of regulatory approvals and the satisfaction of other customary closing conditions. Upon completion of the proposed transactions, the Company will no longer be publicly held and its shares will be de-listed from the Nasdaq and de-registered under the Securities Exchange Act of 1934.

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The Company will disclose the final, certified voting results of the Special Meeting on a Form 8-K that will be filed with the U.S. Securities and Exchange Commission.

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<b xmlns="http://www.w3.org/1999/xhtml"><span xmlns="http://www.w3.org/1999/xhtml" class="bwuline">Forward-Looking Statements</span></b>

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This press release contains "forward-looking statements." Forward-looking statements may be identified by the context of the statement and generally arise when the Company or its management is discussing its beliefs, estimates or expectations. Such statements generally include words such as "believes," "expects," "intends," "anticipates," "estimates," "continues," "may," "plan," "will," "goal," or similar expressions. In addition, forward-looking statements in this press release include, without limitation, statements regarding the proposed transactions and the timeline thereof. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of our management about future events and are therefore subject to risks and uncertainties, many of which are outside the Company's control, which could cause actual results to differ materially from what is contained in such forward-looking statements as a result of various factors, including, without limitation: (1) the inability to consummate the proposed transactions within the anticipated time period, or at all, due to any reason, including the failure to obtain required regulatory approvals for the proposed transactions or the failure to satisfy the other conditions to the consummation of the proposed transactions; (2) the risk that the MTA may be terminated, including in circumstances requiring the Company to pay a termination fee; (3) the risk that the proposed transactions disrupt the Company's current plans and operations or diverts management's attention from its ongoing business; (4) the effect of pending proposed transactions on the ability of the Company to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business; (5) the effect of pending proposed transactions on the Company's operating results and business generally; (6) the significant costs, fees and expenses related to the proposed transactions; (7) the risk that the Company's stock price may decline significantly if the proposed transactions are not consummated; (8) the nature, cost and outcome of any litigation and other legal proceedings, including proceedings related to the proposed transactions and instituted against the Company and/or its directors, executive officers or other related persons; (9) other factors that could affect the Company's business such as, without limitation, changes in national, regional and local economic and market conditions, legislative and regulatory matters, increases in gaming taxes and fees in the jurisdictions in which we operate, litigation, increased competition, reliance on key personnel, our ability to comply with covenants in our debt instruments, terrorist incidents, natural disasters, severe weather conditions (including weather or road conditions that limit access to our properties), the effects of environmental and structural building conditions, the effects of disruptions to our information technology and other systems and infrastructure and factors affecting the gaming, entertainment and hospitality industries generally and (10) other risks to consummation of the proposed transactions, including the risk that the proposed transactions will not be consummated within the expected time or at all.

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If the proposed transactions are consummated, the Company's shareholders will cease to have any equity interests in the Company and will have no right to participate in the Company's earnings and future growth. These and other factors are identified and described in more detail in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 as well as the Company's subsequent filings and is available online at <a href="http://www.sec.gov" title="www.sec.gov">www.sec.gov</a>. Readers are cautioned not to place undue reliance on the Company's projections and other forward-looking statements, which speak only as of the date thereof. Except as required by applicable law, the Company undertakes no obligation to update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

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<b xmlns="http://www.w3.org/1999/xhtml"><span xmlns="http://www.w3.org/1999/xhtml" class="bwuline">About Golden Entertainment</span></b>

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Golden Entertainment operates a diversified entertainment platform of gaming and hospitality assets. The Company operates eight casinos and 73 gaming taverns in Nevada, featuring approximately 5,500 slots, 80 table games and 6,000 hotel rooms. For more information, visit <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="https://cts.businesswire.com/ct/CT?id=smartlink&amp;url=http%3A%2F%2Fwww.goldenent.com&amp;esheet=54475470&amp;newsitemid=20260401262653&amp;lan=en-US&amp;anchor=www.goldenent.com&amp;index=1&amp;md5=f28cc8778030c732a5ec0bfc0a724894" shape="rect">www.goldenent.com</a>.

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<b xmlns="http://www.w3.org/1999/xhtml"><span xmlns="http://www.w3.org/1999/xhtml" class="bwuline">About VICI</span></b>

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VICI Properties Inc. is an S&amp;P 500&#xAE; experiential real estate investment trust that owns one of the largest portfolios of market-leading gaming, hospitality, wellness, entertainment and leisure destinations, including Caesars Palace Las Vegas, MGM Grand and the Venetian Resort Las Vegas, three of the most iconic entertainment facilities on the Las Vegas Strip. VICI Properties owns 93 experiential assets across a geographically diverse portfolio consisting of 54 gaming properties and 39 other experiential properties across the United States and Canada. The portfolio is comprised of approximately 127 million square feet and features approximately 60,300 hotel rooms and over 500 restaurants, bars, nightclubs and sportsbooks. Its properties are occupied by industry-leading gaming, leisure and hospitality operators under long-term, triple-net lease agreements. VICI Properties has a growing array of real estate and financing partnerships with leading operators in other experiential sectors, including Cabot, Cain, Canyon Ranch, Chelsea Piers, Great Wolf Resorts, Homefield, Kalahari Resorts and Lucky Strike Entertainment. VICI Properties also owns four championship golf courses and approximately 33 acres of undeveloped and underdeveloped land adjacent to the Las Vegas Strip. VICI Properties' goal is to create the highest quality and most productive experiential real estate portfolio through a strategy of partnering with the highest quality experiential place makers and operators. For additional information, please visit <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="https://cts.businesswire.com/ct/CT?id=smartlink&amp;url=http%3A%2F%2Fwww.viciproperties.com&amp;esheet=54475470&amp;newsitemid=20260401262653&amp;lan=en-US&amp;anchor=www.viciproperties.com&amp;index=2&amp;md5=31648ab9891080906de375f059065760" shape="rect">www.viciproperties.com</a>.

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<b xmlns="http://www.w3.org/1999/xhtml"><span xmlns="http://www.w3.org/1999/xhtml" class="bwuline">Golden Entertainment Contacts 
</span></b><br xmlns="http://www.w3.org/1999/xhtml"></br>Charles H. Protell
<br xmlns="http://www.w3.org/1999/xhtml"></br>President and Chief Financial Officer
<br xmlns="http://www.w3.org/1999/xhtml"></br>(702) 893-7777

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James Adams
<br xmlns="http://www.w3.org/1999/xhtml"></br>VP Corporate Finance and Treasurer
<br xmlns="http://www.w3.org/1999/xhtml"></br>(702) 495-4470
<br xmlns="http://www.w3.org/1999/xhtml"></br><a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="mailto:james.adams@goldenent.com" shape="rect">james.adams@goldenent.com</a>

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GDEN

Golden Entertainment Shareholders Approve Master Transaction Agreement With Blake Sartini and VICI Properties

Golden Entertainment Completes Shareholder Approval for Major Transaction

<section class="insight" data-version="1">
  <section data-block="information">
    <h3>Information</h3>
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Golden Entertainment, Inc. (NASDAQ:&lt;a class=&quot;ticker&quot; href=&quot;...</p>
  </section>

  <section data-block="ai-summary-paragraph">
    <h3>AI Summary</h3>
    <p>Golden Entertainment has secured shareholder approval for a significant transaction with Blake Sartini and VICI Properties, set to finalize by Q2 2026. Following this, the company will transition to a private entity, removing its shares from public trading, which could lead to increased volatility until completion.</p>
  </section>

  <section data-block="ai-summary-bullets">
    <h3>Key Points</h3>
    <ul><li>Golden Entertainment shareholders approved the definitive master transaction agreement.</li><li>Transactions with Blake Sartini and VICI Properties expected Q2 2026.</li><li>Post-transaction, Golden Entertainment will be de-listed from Nasdaq.</li><li>Shareholders will lose equity interests and rights to future earnings.</li><li>Final voting results will be filed in Form 8-K with SEC.</li></ul>
  </section>

  <section data-block="companies-mentioned">
    <h3>Companies Mentioned</h3>
    <ul><li><strong>Blake Sartini (N/A)</strong>: Sartini&#039;s involvement indicates a strategic shift in ownership.</li><li><strong>VICI Properties Inc. (VICI)</strong>: VICI&#039;s acquisition strengthens its gaming asset portfolio.</li></ul>
  </section>

  <section data-block="category">
    <h3>Corporate Developments</h3>
    <p>This news falls under &#039;Corporate Developments&#039; as it involves a pivotal agreement affecting Golden Entertainment&#039;s future operations and shareholder structure. The private transition impacts overall market perception and investor confidence.</p>
  </section>

  <section data-block="market-moving">
    <h3>Market-Moving</h3>
    <ul><li>Completion of the MTA could significantly affect GDEN&#039;s stock price.</li><li>Regulatory approval delays may create additional uncertainty and volatility.</li><li>Shareholders will lose equity, likely impacting market sentiment negatively.</li><li>Increased scrutiny on management&#039;s ability to execute the transitioning plan.</li></ul>
  </section>

  <section data-block="key-facts">
    <h3>Key Facts</h3>
    <ul><li>Transactions approved on March 31, 2026.</li><li>Finalization of transaction expected in Q2 2026.</li><li>GDEN shares will be de-listed from Nasdaq post-approval.</li><li>Approximately 5,500 slots and 80 table games in their properties.</li><li>Golden Entertainment reaches 6,000 hotel rooms across their locations.</li></ul>
  </section>

  <section data-block="trading-thesis">
    <h3>Trading Thesis</h3>
    <p>Consider shorting GDEN as it faces heightened volatility prior to a potential de-listing.</p>
  </section>
</section>


<article>
  <h2>Golden Entertainment Shareholders Approve Major Acquisition Agreement</h2>
  <p>Golden Entertainment, Inc. (NASDAQ:<a href="https://www.benzinga.com/quote/GDEN">GDEN</a>) has announced significant progress in its corporate strategy following the approval by shareholders of its definitive master transaction agreement (MTA) with Blake L. Sartini and VICI Properties Inc. (NYSE:<a href="https://www.benzinga.com/quote/VICI">VICI</a>). This pivotal vote took place during a Special Meeting of Shareholders held on March 31, 2026.</p>
  
  <section>
    <h3>Details of the Master Transaction Agreement</h3>
    <p>Under the newly approved MTA, the closing of the transactions is projected to occur in the second quarter of 2026. This transaction is contingent on obtaining regulatory approvals and fulfilling standard closing conditions. Following the completion of these transactions, Golden Entertainment will transition from a publicly traded company, resulting in its shares being de-listed from the Nasdaq and de-registered under the Securities Exchange Act of 1934.</p>
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  <section>
    <h3>Disclosure of Voting Results</h3>
    <p>The final and certified voting results from the Special Meeting will be revealed in a Form 8-K, which will be filed with the U.S. Securities and Exchange Commission (SEC).</p>
  </section>
  
  <section>
    <h3>Forward-Looking Statements</h3>
    <p>This announcement contains forward-looking statements that relate to Golden Entertainment's future transactions, expectations, and performance. These statements are inherently subject to risks and uncertainties, including:</p>
    <ul>
      <li>The potential failure to complete the proposed transactions within the expected timetable, including obtaining necessary regulatory approvals.</li>
      <li>The risk that the MTA might be terminated, prompting possible termination fees.</li>
      <li>Disruptions to current business operations arising from the proposed transactions.</li>
      <li>Considerable expenses linked to the transactions.</li>
      <li>The possibility of a significant decline in stock price if the transactions do not proceed as planned.</li>
    </ul>
    <p>Shareholders should be aware that if the transactions are completed, they will lose their equity interests and will not share in the Company's future earnings and growth trajectory. Further risks are elaborated in the Company’s Annual Report on Form 10-K for the year ending December 31, 2025, and subsequent filings available online at <a href="http://www.sec.gov" title="www.sec.gov">www.sec.gov</a>.</p>
  </section>
  
  <section>
    <h3>About Golden Entertainment</h3>
    <p>Golden Entertainment operates a prominent entertainment platform with a diverse portfolio of gaming and hospitality assets. The Company manages eight casinos and 73 gaming taverns in Nevada, housing approximately <strong>5,500 slots</strong>, <strong>80 table games</strong>, and <strong>6,000 hotel rooms</strong>. For further details, visit <a rel="nofollow" href="https://www.goldenent.com">www.goldenent.com</a>.</p>
  </section>
  
  <section>
    <h3>About VICI Properties</h3>
    <p>VICI Properties Inc., a member of the S&P 500, is a leading real estate investment trust specializing in experiential properties. Their extensive portfolio includes iconic venues such as Caesars Palace Las Vegas, MGM Grand, and the Venetian Resort Las Vegas. VICI currently holds 93 experiential assets throughout the United States and Canada, featuring approximately <strong>127 million square feet</strong> of property, over <strong>60,300 hotel rooms</strong>, and more than <strong>500 restaurants</strong>, bars, and entertainment venues.</p>
  </section>
</article>

Golden Entertainment has secured shareholder approval for a significant transaction with Blake Sartini and VICI Properties, set to finalize by Q2 2026. Following this, the company will transition to a private entity, removing its shares from public trading, which could lead to increased volatility until completion.

Golden Entertainment Shareholders Approve Master Transaction Agreement With Blake Sartini and VICI Properties

AI Summary

Sentiment Rationale

Trading Thesis

Market-Moving

Key Facts

Companies Mentioned

Corporate Developments

Related News