Form 8-K

8-K — GOLDEN ENTERTAINMENT, INC.

Accession: 0001071255-26-000020

Filed: 2026-04-01

Period: 2026-03-31

CIK: 0001071255

SIC: 7990 (SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION)

Item: Submission of Matters to a Vote of Security Holders

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

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8-K — gden-20260331.htm (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________

FORM 8-K

________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 31, 2026

________________________________________

GOLDEN ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

________________________________________

Minnesota 000-24993 41-1913991

(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

6595 S Jones Boulevard

Las Vegas, Nevada

89118

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (702) 893-7777

________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, $0.01 par value GDEN The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

As previously disclosed, Golden Entertainment, Inc. (the “Company”) entered into a Master Transaction Agreement (as it has been or may be amended, supplemented or modified from time to time, the “MTA”) with Argento, LLC, a Nevada limited liability company, VICI Properties Inc., a Maryland corporation, and VICI ROYAL MERGER SUB LLC, a Delaware limited liability company, on November 6, 2025.

The Company held a special meeting of shareholders on March 31, 2026 (the “Special Meeting”). At the Special Meeting, the Company’s shareholders voted on the three proposals set forth below. Such proposals are described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A, dated March 6, 2026, filed with the Securities and Exchange Commission and mailed to all shareholders of record of the Company. The voting results regarding each proposal are set forth below.

As of the close of business on March 3, 2026, the record date for the Special Meeting (the “Record Date”), there were 26,398,811 shares of common stock, par value $0.01 per share, of the Company (“Golden common stock”) outstanding, each of which was entitled to one vote on each proposal at the Special Meeting. At the Special Meeting, a total of 20,658,534 shares of Golden common stock, representing approximately 78% of the outstanding shares of Golden common stock entitled to vote as of the Record Date, were present in person or represented by proxy, constituting a quorum to conduct business.

The number of votes cast for and against, as well as abstention votes and broker non-votes, with respect to each proposal presented at the Special Meeting were as follows:

Proposal 1: To adopt the MTA and the transactions contemplated thereby or therein.

Votes For Votes Against Abstentions Broker Non-Votes

20,430,245 208,131 20,158 —

The foregoing Proposal 1 was approved by the requisite vote of the Company’s shareholders.

Proposal 2: To approve, on a non-binding advisory basis, the compensation that may be paid or become payable by the Company to its named executive officers in connection with the transactions contemplated by the MTA.

Votes For Votes Against Abstentions Broker Non-Votes

18,321,781 2,330,138 6,615 —

The foregoing Proposal 2 was approved by the requisite vote of the Company’s shareholders.

Proposal 3: To approve one or more adjournments of the Special Meeting, from time to time, to a later date or dates to solicit additional proxies if there are insufficient votes to adopt Proposal 1 at the time of the Special Meeting.

Votes For Votes Against Abstentions Broker Non-Votes

19,538,974 1,096,295 23,265 —

The foregoing Proposal 3 was approved by the requisite vote of the Company’s shareholders. However, because Proposal 1 to adopt the MTA was approved, the adjournment of the Special Meeting was not necessary to continue to solicit additional proxies and, accordingly, the Special Meeting was not adjourned.

Item 7.01 Regulation FD Disclosure.

On April 1, 2026, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

Exhibits Description

99.1

Press Release Dated April 1, 2026.

104 The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GOLDEN ENTERTAINMENT, INC.

(Registrant)

Dated: April 1, 2026 /s/ Charles H. Protell

Name: Charles H. Protell

Title: President and Chief Financial Officer

EX-99.1

Filename: a4126pressrelease.htm · Sequence: 2

Document

Exhibit 99.1

GOLDEN ENTERTAINMENT SHAREHOLDERS APPROVE MASTER TRANSACTION AGREEMENT WITH BLAKE SARTINI AND VICI PROPERTIES

LAS VEGAS – April 1, 2026 – Golden Entertainment, Inc. (NASDAQ: GDEN) (“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: VICI) (“VICI”).

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.

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.

Forward-Looking Statements

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.

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 www.sec.gov. 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.

About Golden Entertainment

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 www.goldenent.com.

About VICI

VICI Properties Inc. is an S&P 500® 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 www.viciproperties.com.

Golden Entertainment Contacts

Charles H. Protell

James Adams

President and Chief Financial Officer

VP Corporate Finance and Treasurer

(702) 893-7777

(702) 495-4470

james.adams@goldenent.com

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