gden-20241231

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________

Form 10-K/A

(Amendment No.1)

_______________________________________________

(Mark One)


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______to ______

Commission File No. 000-24993

_______________________________________________

GOLDEN ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

_______________________________________________


Minnesota						41-1913991
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

6595 S Jones Boulevard - Las Vegas, Nevada 89118

(Address of principal executive offices)

(702) 893-7777

(Registrant’s telephone number, including area code)

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

Securities registered pursuant to Section 12(g) of the Act: None

_______________________________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Based upon the last sale price of the registrant’s common stock, $0.01 par value, as reported on the Nasdaq Global Market on June 30, 2024, the aggregate market value of the common stock held by non-affiliates of the registrant as of such date was $673,194,822. For purposes of these computations only, all of the Registrant’s executive officers and directors and entities affiliated with them have been deemed to be affiliates.

As of February 17, 2025, 26,511,007 shares of the registrant’s common stock, $0.01 par value, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the registrant’s 2025 annual meeting of shareholders, to be filed with the Securities and Exchange Commission within 120 days after the registrant’s year ended December 31, 2024, are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. Except with respect to information specifically incorporated by reference in this Annual Report on Form 10-K, the Proxy Statement is not deemed to be filed as part hereof.

Explanatory Note

This amendment to the Form 10-K for the fiscal year ended December 31, 2024 (the “Original 10-K”), originally filed on February 28, 2025, is filed solely to correct the date of the former auditor’s opinion included in Item 8. Financial Statements and Supplemental Data. The former auditor’s opinion is being restated to reflect the corrected date of February 29, 2024. No other changes have been made to the Original 10-K, including the financial statements and other disclosures contained therein.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

GOLDEN ENTERTAINMENT, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


			Page
Report of Independent Registered Public Accounting Firm; Deloitte & Touche LLP, Las Vegas, NV, (PCAOB ID: 34)			4
Report of Independent Registered Public Accounting Firm; Ernst & Young LLP, Las Vegas, NV, (PCAOB ID: 42)			7
Consolidated Balance Sheets			8
Consolidated Statements of Operations			9
Consolidated Statements of Shareholders’ Equity			10
Consolidated Statements of Cash Flows			11
Notes to Consolidated Financial Statements			13
Note 1 Nature of Business and Basis of Presentation			13
Note 2 Summary of Significant Accounting Policies			13
Note 3 Divestitures			20
Note 4 Property and Equipment, Net			22
Note 5 Goodwill and Intangible Assets, Net			22
Note 6 Accrued Liabilities			24
Note 7 Long-Term Debt			24
Note 8 Shareholders' Equity and Stock Incentive Plans			26
Note 9 Income Taxes			31
Note 10 Employee Retirement and Benefit Plans			33
Note 11 Financial Instruments and Fair Value Measurements			34
Note 12 Leases			35
Note 13 Commitments and Contingencies			38
Note 14 Related Party Transactions			39
Note 15 Segment Information			39
Note 16 Subsequent Events			45
Schedule II – Valuation and Qualifying Accounts			45

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Golden Entertainment, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Golden Entertainment, Inc. (the “Company”) as of December 31, 2024, the related consolidated statement of operations, shareholders’ equity, and cash flows for the year ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 28, 2025, expressed an unqualified opinion on the Company’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Intangible Assets, net — Refer to Notes 2 and 5 to the Financial Statements

Critical Audit Matter Description

The Company tests indefinite-lived intangible assets comprised of trade names for impairment annually during the fourth quarter, and whenever events or circumstances indicate that it is more likely than not that the carrying value of reporting unit’s indefinite-lived trade name exceeds its fair value. Management performed a quantitative assessment to determine the estimated fair value of indefinite-lived trade names on October 1, 2024 using an income approach by applying the relief from royalty method for each of the indefinite-lived trade names. Such estimated fair values require management to make significant assumptions and judgements in determining cash flow estimates, including growth rates, operating margins, and the selection of an appropriate royalty rate, among others, used in the valuation of indefinite lived trade names.

Given the estimated fair value of an indefinite-lived trade name within the Nevada Casino Resorts reportable segment did not significantly exceed its carrying value, and had a high degree of sensitivity associated with the royalty rate assumption, we identified this to be a critical audit matter. Therefore, our audit procedures to evaluate the reasonableness of management’s selected royalty rate assumption required a higher degree of auditor judgment, increased level of audit effort, and use of more experienced audit professionals, as well as the involvement of our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to management’s selection of royalty rate used in the determination of indefinite-lived trade name fair value for the Nevada Casino Resorts reportable segment included the following, among others:

• We tested the effectiveness of the Company’s internal controls over management’s indefinite-lived trade name impairment evaluation, including management’s determination of royalty rate.

• We evaluated the reasonableness of the royalty rate included in management’s analysis by:

◦Obtaining the impairment analysis prepared by management on October 1, 2024 and performing a sensitivity analysis on select assumptions, including the royalty rate.

◦Conducting inquiries with management.

◦Considering the impact of changes in the competitive, regulatory, and economic environment on management’s projections.

• With the assistance of our fair value specialists, we evaluated the royalty rate selected by management by:

◦Developing a range of independent estimates and comparing those to the royalty rate selected by management.

◦Conducting an independent profit split analysis to assess the acceptability of the selected royalty rate.

/s/ Deloitte & Touche LLP

Las Vegas, Nevada

February 28, 2025

We have served as the Company’s auditor since 2024.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Golden Entertainment, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited internal control over financial reporting of Golden Entertainment, Inc. (the “Company”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Compnay and our report dated February 28, 2025, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Las Vegas, Nevada

February 28, 2025

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Golden Entertainment, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Golden Entertainment, Inc. (the “Company”) as of December 31, 2023, the related consolidated statements of operations, shareholders’ equity and cash flows for each of the two years ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15 (a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

/s/ Ernst & Young LLP

Las Vegas, Nevada

February 29, 2024

We served as the Company’s auditor from 2018 to 2024.

GOLDEN ENTERTAINMENT, INC.

Consolidated Balance Sheets

(In thousands, except per share data)


	December 31,
	2024		2023
ASSETS
Current assets
Cash and cash equivalents	$	57,725	$	157,550
Accounts receivable, net of allowance for credit losses of $97 and $696 at December 31, 2024 and 2023, respectively	13,176		16,951
Prepaid expenses and other	24,883		22,573
Inventories	8,008		8,097
Assets held for sale	—		204,271
Total current assets	103,792		409,442
Property and equipment, net	750,894		786,145
Operating lease right-of-use assets, net	78,467		79,396
Goodwill	86,540		84,325
Intangible assets, net	53,387		53,935
Deferred income tax assets	—		29,508
Other assets	6,826		9,532
Total assets	$	1,079,906	$	1,452,283
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Current portion of long-term debt and finance leases	$	5,308	$	4,596
Current portion of operating leases	15,128		13,745
Accounts payable	21,692		18,702
Income tax payable	12,344		42,055
Accrued payroll and related	16,878		21,406
Accrued liabilities	29,637		34,639
Liabilities related to assets held for sale	—		39,233
Total current liabilities	100,987		174,376
Long-term debt, net and non-current finance leases	405,278		658,521
Non-current operating leases	78,328		81,325
Deferred income tax liabilities	20,915		—
Other long-term obligations	171		328
Total liabilities	605,679		914,550
Commitments and contingencies (Note 13)
Shareholders’ equity
Common stock, $.01 par value; authorized 100,000 shares; 26,511 and 28,669 common shares issued and outstanding at December 31, 2024 and 2023, respectively	265		287
Additional paid-in capital	481,810		475,970
(Accumulated deficit) retained earnings	(7,848)		61,476
Total shareholders’ equity	474,227		537,733
Total liabilities and shareholders’ equity	$	1,079,906	$	1,452,283

The accompanying notes are an integral part of these consolidated financial statements.

GOLDEN ENTERTAINMENT, INC.

Consolidated Statements of Operations

(In thousands, except per share data)


	Year Ended December 31,
	2024		2023		2022
Revenues
Gaming	$	319,267	$	674,301	$	760,906
Food and beverage	171,925		182,408		175,363
Rooms	119,565		124,649		122,324
Other	56,061		71,791		63,126
Total revenues	666,818		1,053,149		1,121,719
Expenses
Gaming	88,171		379,929		428,984
Food and beverage	138,278		135,373		131,863
Rooms	65,079		62,297		56,414
Other	14,363		22,415		19,889
Selling, general and administrative	225,313		255,565		235,404
Depreciation and amortization	90,034		88,933		100,123
(Gain) loss on disposal of assets	(213)		(228)		934
Gain on sale of businesses	(69,238)		(303,179)		—
Preopening expenses	508		760		161
Impairment of assets	2,399		12,072		—
Total expenses	554,694		653,937		973,772
Operating income	112,124		399,212		147,947
Non-operating expense
Interest expense, net	(34,884)		(65,515)		(63,490)
Loss on debt extinguishment and modification	(4,446)		(1,734)		(1,590)
Total non-operating expense, net	(39,330)		(67,249)		(65,080)
Income before income tax provision	72,794		331,963		82,867
Income tax provision	(22,063)		(76,207)		(521)
Net income	$	50,731	$	255,756	$	82,346

Weighted-average common shares outstanding
Basic	28,184		28,653		28,662
Diluted	29,699		30,781		31,514
Net income per share
Basic	$	1.80	$	8.93	$	2.87
Diluted	$	1.71	$	8.31	$	2.61

The accompanying notes are an integral part of these consolidated financial statements.

GOLDEN ENTERTAINMENT, INC.

Consolidated Statements of Shareholders’ Equity

(In thousands)


	Common stock			Additional Paid-In		(Accumulated Deficit)		Total Shareholders’
	Shares	Amount		Capital		Retained Earnings		Equity
Balance, January 1, 2022	28,830	$	288	$	477,829	$	(158,576)	$	319,541
Issuance of stock on options exercised and restricted stock units vested	462	4		31		—		35
Repurchases of common stock	(1,113)	(10)		—		(51,192)		(51,202)
Share-based compensation	—	—		12,880		—		12,880
Tax benefit from share-based compensation	—	—		(10,680)		—		(10,680)
Net income	—	—		—		82,346		82,346
Balance, December 31, 2022	28,179	$	282	$	480,060	$	(127,422)	$	352,920
Issuance of stock on options exercised and restricted stock units vested	742	8		—		—		8
Repurchases of common stock	(252)	(3)		—		(9,131)		(9,134)
Share-based compensation	—	—		12,812		—		12,812
Tax benefit from share-based compensation	—	—		(16,902)		—		(16,902)
Cash dividend paid	—	—		—		(57,727)		(57,727)
Net income	—	—		—		255,756		255,756
Balance, December 31, 2023	28,669	$	287	$	475,970	$	61,476	$	537,733
Issuance of stock on options exercised and restricted stock units vested	734	7		3,152		—		3,159
Repurchases of common stock	(2,892)	(29)		—		(92,113)		(92,142)
Share-based compensation	—	—		10,044		—		10,044
Tax benefit from share-based compensation	—	—		(7,356)		—		(7,356)
Cash dividends paid	—	—		—		(21,306)		(21,306)
Dividend payable	—	—		—		(6,636)		(6,636)
Net income	—	—		—		50,731		50,731
Balance, December 31, 2024	26,511	$	265	$	481,810	$	(7,848)	$	474,227

The accompanying notes are an integral part of these consolidated financial statements.

GOLDEN ENTERTAINMENT, INC.

Consolidated Statements of Cash Flows (In thousands)


	Year Ended December 31,
	2024		2023		2022
Cash flows from operating activities
Net income	$	50,731	$	255,756	$	82,346
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	90,034		88,933		100,123
Non-cash lease (benefit) expense	(380)		(15)		165
Share-based compensation	10,044		12,812		12,880
Amortization of debt issuance costs and discounts on debt	2,208		4,073		4,093
(Gain) loss on disposal of assets	(213)		(228)		934
Gain on sale of businesses	(69,238)		(303,179)		—
Provision for credit losses	159		643		753
Deferred income taxes	50,423		(17,739)		(13,630)
Loss on debt extinguishment and modification	4,446		1,734		1,590
Impairment of assets	2,399		12,072		—
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	4,168		(128)		(4,882)
Prepaid expenses, inventories and other current assets	(5,060)		11,991		(24,082)
Other assets	(1,063)		(609)		(4,307)
Accounts payable and other accrued expenses	(75,230)		53,503		(4,494)
Income tax payable, net	29,711		—		—
Other liabilities	(795)		(416)		(1,292)
Net cash provided by operating activities	92,344		119,203		150,197

Cash flows from investing activities
Purchase of property and equipment, net of change in construction payables	(49,900)		(85,877)		(51,419)
Acquisition of business, net of cash acquired	(7,250)		(10,000)		—
Proceeds from disposal of property and equipment	16		401		152
Proceeds from sale of businesses, net of cash sold	204,360		362,396		—
Net cash provided by (used in) investing activities	147,226		266,920		(51,267)

Cash flows from financing activities
Repayments of term loan	(4,000)		(577,000)		(75,000)
Issuance of new term loan	—		400,000		—
Proceeds from revolving credit facility	20,000		—		—
Repayments of senior notes	(276,453)		(59,008)		(39,524)
Repayments of notes payable	(661)		(2,092)		(512)
Principal payments under finance leases	(1,283)		(527)		(541)
Payment for debt extinguishment and modification costs	(6)		(8,175)		(12)
Tax withholding on share-based payments	(7,356)		(16,902)		(10,680)
Cash dividends paid	(21,306)		(57,727)		—
Proceeds from issuance of common stock, net of costs	7		8		4
Proceeds from exercise of stock options	3,152		—		31
Repurchases of common stock	(91,539)		(9,134)		(51,202)
Net cash used in financing activities	(379,445)		(330,557)		(177,436)
Change in cash and cash equivalents	(139,875)		55,566		(78,506)
Balance, beginning of period	197,600		142,034		220,540
Balance, end of period	$	57,725	$	197,600	$	142,034

GOLDEN ENTERTAINMENT, INC.

Consolidated Statements of Cash Flows – (Continued)

(In thousands)


	Year Ended December 31,
	2024		2023		2022
Cash and cash equivalents
Cash and cash equivalents	$	57,725	$	157,550	$	136,889
Cash and cash equivalents included in assets held for sale	—		40,050		5,145
Balance, end of period	$	57,725	$	197,600	$	142,034

Supplemental cash flow disclosures
Cash paid for interest	$	42,499	$	66,896	$	58,900
Cash paid for income taxes, net (1)	9,220		38,676		19,706

Non-cash investing and financing activities
Assets acquired under finance lease obligations	$	3,631	$	—	$	—
Payables incurred for capital expenditures	1,996		2,194		5,386
Notes payable incurred for capital expenditures	—		3,571		—
Dividend payable	6,641		—		—
Loss on debt extinguishment and modification	4,446		1,734		1,590
Operating lease right-of-use assets obtained in exchange for lease obligations	12,861		8,531		22,078

(1) Includes refunds received from income tax authorities.

The accompanying notes are an integral part of these consolidated financial statements.

GOLDEN ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Nature of Business and Basis of Presentation

Golden Entertainment, Inc. and its wholly-owned subsidiaries own and operate a diversified entertainment platform, consisting of a portfolio of gaming assets that focus on casino and branded tavern operations. The Company’s portfolio includes eight casino properties located in Nevada, as well as 72 branded taverns targeting local patrons located primarily in the greater Las Vegas, Nevada metropolitan area. Unless otherwise indicated, the terms “Golden” and the “Company” refer to Golden Entertainment, Inc. together with its subsidiaries.

As of December 31, 2024, the Company conducted its business through three reportable segments: Nevada Casino Resorts, Nevada Locals Casinos, and Nevada Taverns. Each reportable segment was comprised of the following properties and operations:


Reportable Segment						Location
Nevada Casino Resorts
The STRAT Hotel, Casino & Tower (“The STRAT”)						Las Vegas, Nevada
Aquarius Casino Resort (“Aquarius”)						Laughlin, Nevada
Edgewater Casino Resort (“Edgewater”)						Laughlin, Nevada
Nevada Locals Casinos
Arizona Charlie’s Boulder						Las Vegas, Nevada
Arizona Charlie’s Decatur						Las Vegas, Nevada
Gold Town Casino						Pahrump, Nevada
Lakeside Casino & RV Park						Pahrump, Nevada
Pahrump Nugget Hotel Casino (“Pahrump Nugget”)						Pahrump, Nevada
Nevada Taverns
72 branded tavern locations						Nevada

The Company completed the sales of Rocky Gap Casino Resort (“Rocky Gap”) on July 25, 2023 for aggregate cash consideration of $260.0 million, its distributed gaming operations in Montana on September 13, 2023 for cash consideration of $109.0 million plus working capital and other adjustments and net of cash transferred at closing, and its distributed gaming operations in Nevada on January 10, 2024 for cash consideration of $213.5 million plus working capital and other adjustments and net of cash transferred at closing. Prior to their sales, the results of the operations of Rocky Gap were presented in the Company’s Maryland Casino Resort reportable segment, and the results of the distributed gaming operations in Montana and Nevada were presented in the Company’s Distributed Gaming reportable segment. Refer to the discussion in “Note 3 — Divestitures” and “Note 15 — Segment Information” for further information.

On November 21, 2023, the Company acquired the operations of Lucky’s Lounge & Restaurant (“Lucky’s”), comprised of four tavern locations in Nevada, for cash consideration of $10.0 million. On April 22, 2024, the Company acquired the operations of Great American Pub (“GAP”), comprised of two tavern locations in Nevada, for cash consideration of $7.3 million. The acquired Lucky’s and GAP taverns have been included in the Company’s Nevada Taverns reportable segment from the date of acquisition.

Note 2 – Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the balance sheet date and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Basis of Presentation

The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. Reclassifications were made to the Company’s prior period consolidated financial statements to conform to the current period presentation, where applicable. These

reclassifications had no effect on previously reported net income.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and in banks and highly liquid investments with original maturities of three months or less. As of December 31, 2024, the Company had $57.7 million in cash and cash equivalents. Although cash and cash equivalents balances may at times exceed the federal insured deposit limit, the Company believes such risk is mitigated by the quality of the institutions holding such deposits.

Accounts Receivable

Accounts receivable consist primarily of gaming, hotel and other receivables, net of allowance for credit losses. Accounts receivable are non-interest bearing and are initially recorded at cost. An estimated allowance for credit losses is maintained to reduce the Company’s accounts receivable to their expected net realizable value based on specific reviews of customer accounts, the age of such accounts, management’s assessment of the customer’s financial condition, historical and current collection experience and management’s expectations of future collection trends based on the current and forecasted economic and business conditions. Accounts are written off when management deems them to be uncollectible. Recoveries of accounts previously written off are recorded when received. Historically, the Company’s estimated allowance for credit losses has been consistent with such losses.

Inventories

Inventories consist primarily of food and beverage and retail items and are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out and the average cost inventory methods.

Assets Held for Sale

The Company classifies assets as held for sale when a sale is probable, is expected to be completed within one year, and the asset group meets all of the accounting criteria to be classified as held for sale. The assets and liabilities of a disposal group classified as held for sale are presented separately in the asset and liability sections, respectively, of the consolidated balance sheets. The Company presents the major classes of assets and liabilities classified as held for sale separately in the notes to the consolidated financial statements. The Company ceases recording depreciation and amortization of the long-lived assets included in the sale upon classification as held for sale. Gains or losses associated with the disposal of assets held for sale are recorded within operating expenses.

The disposal group classified as assets held for sale is measured at the lower of its carrying amount or fair value less cost to sell. The fair value of the disposal group is generally estimated based on comparable asset sales, solicited offers or a discounted cash flow model. The Company recognizes a loss, if necessary, to adjust the disposal group’s carrying amount to its fair value less cost to sell in the period in which the held for sale criteria are met. The carrying amount of the disposal group is adjusted in each reporting period for subsequent increases or decreases in its fair value less cost to sell, except that the adjusted carrying amount cannot exceed the carrying amount of the disposal group at the time it was initially classified as held for sale. Any gain or loss from the sale of the disposal group that was not previously recognized is recognized on the date of sale. In addition, the Company records any changes to the working capital requiring subsequent payments or receipts made within the measurement period against any gain or loss from the sale of the disposal group. The measurement period does not extend beyond one year from the closing date for the transaction.

Property and Equipment

Property and equipment is stated at cost less accumulated depreciation. Assets held under finance lease agreements are stated at the lower of the present value of the future minimum lease payments or fair value at the inception of the lease. Expenditures for major additions, renewals and improvements are capitalized while costs of routine repairs and maintenance are expensed when incurred. A significant amount of the Company’s property and equipment was acquired through business acquisitions and therefore, was initially recognized at fair value on the effective date of the applicable acquisition transaction. Depreciation of property and equipment is computed using the straight-line method over the following estimated useful lives:


Building and improvements			10 - 40 years
Furniture and equipment			3 - 15 years
Leasehold improvements			2 - 15 years

The Company reviews the carrying amounts of its long-lived assets, other than goodwill and indefinite-lived intangible assets,

for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability is evaluated by comparing the estimated future cash flows of the asset, on an undiscounted basis, to its carrying amount. If the undiscounted estimated future cash flows exceed the carrying amount, no impairment is indicated. If the undiscounted estimated future cash flows do not exceed the carrying amount, impairment is recorded based on the difference between the asset’s estimated fair value and its carrying amount.

The estimation of fair value requires management to make critical estimates, judgments and assumptions, such as: the valuation methodology, the estimated future cash flows, the discount rate, future growth rates, operating margins and forecasted capital expenditures used to calculate the present value of such cash flows. Application of alternative estimates and assumptions could produce significantly different results, especially with regards to estimated future cash flows, as they are, by their nature, subjective and actual results may differ materially from such estimates. Cash flow estimates are unpredictable and inherently uncertain because they are based on the current regulatory, political and economic climates, recent operating information and projections. Such estimates could be negatively impacted by changes in federal, state or local regulations, economic downturns, competition, events affecting various forms of travel and access to our properties, and other factors. The Company’s long-lived asset impairment tests are performed at the reporting unit level.

Sales and other disposals of property and equipment are recorded by removing the related cost and accumulated depreciation from the accounts with gains or losses on sales and other disposals recorded in the Company’s consolidated statements of operations.

Goodwill and Indefinite-Lived Intangible Assets

The Company tests its goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter of each year, and whenever events or circumstances indicate that it is more likely than not that impairment may have occurred.

The Company’s indefinite-lived intangible assets are comprised of trade names acquired in a business combination. The fair value of the Company’s trade names is estimated using the relief from royalty method under the income approach at each of the reporting units. Indefinite-lived intangible assets are not amortized unless it is determined that an asset’s useful life is no longer indefinite. The Company periodically reviews its indefinite-lived assets to determine whether events and circumstances continue to support an indefinite useful life. If an indefinite-lived intangible asset no longer has an indefinite life, the asset is tested for impairment and is subsequently accounted for as a finite-lived intangible asset.

When performing testing for impairment, the Company either conducts a qualitative assessment to determine whether it is more likely than not that the asset is impaired, or elects to bypass this qualitative assessment and perform a quantitative test. Under the qualitative assessment, the Company considers both positive and negative factors, including macroeconomic conditions, industry events, financial performance and other changes, and makes a determination of whether it is more likely than not that the fair value of goodwill is less than its carrying amount. If, after assessing the qualitative factors, the Company determines that it is more likely than not the asset is impaired, it then performs a quantitative test in which the estimated fair value of the reporting unit is compared to its carrying amount, including goodwill. Impairment testing for goodwill is performed at the reporting unit level.

When performing the quantitative test, the Company estimates the fair value of each reporting unit using the expected present value of future cash flows along with value indications based on current valuation multiples of the Company and comparable publicly traded companies. The estimation of fair value requires management to make critical estimates, judgments and assumptions, such as: the valuation methodology, the estimated future cash flows for each of the reporting units, the discount rate, future growth rates and operating margins used to calculate the present value of such cash flows, current valuation multiple and multiples of comparable publicly traded companies, and royalty rate to be applied to valuation of our trade names. Application of alternative estimates and assumptions could produce significantly different results, especially with regards to estimated future cash flows, as they are, by their nature, subjective and actual results may differ materially from such estimates. Cash flow estimates are unpredictable and inherently uncertain because they are based on the current regulatory, political and economic climates, recent operating information and projections. Such estimates could be negatively impacted by changes in federal, state or local regulations, economic downturns, competition, events affecting various forms of travel and access to the Company’s properties, and other factors. If the Company’s estimates of future cash flows are not met or if there are changes in significant assumptions and judgments used in the estimation process, the Company may be required to record impairment charges in the future, whether in connection with its regular review procedures, or earlier, if an indicator of an impairment is present prior to such evaluation.

Finite-Lived Intangible Assets

The Company’s finite-lived intangible assets primarily represent assets related to its player relationships and non-compete

agreements that were acquired in a business combination. Finite-lived intangible assets are amortized over their estimated useful lives using the straight-line method. The Company periodically evaluates the remaining useful lives of its finite-lived intangible assets to determine whether events and circumstances warrant a revision to the remaining period of amortization.

The Company’s player relationships represent the value associated with its rated casino and branded tavern guests. The initial fair value of these intangible assets was determined using the income approach. The recoverability of the finite-lived intangible assets could be affected by, among other things, increased competition within the gaming industry, a downturn in the economy, and declines in customer spending, which could impact the expected future cash flows associated with the rated casino and branded tavern guests, declines in the number of customer visits which could impact the expected attrition rate of the rated casino and branded tavern guests, and erosion of operating margins associated with rated casino and branded tavern guests. Should events or changes in circumstances cause the carrying amount of a player relationships intangible asset to exceed its estimated fair value, the Company will recognize an impairment charge in the amount of the excess of the carrying amount over its estimated fair value.

Business Combinations

The Company allocates the business combination purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over those fair values is recorded as goodwill. The Company determines the fair value of identifiable intangible assets, such as player relationships and trade names, as well as any other significant tangible assets or liabilities. The fair value allocation methodology requires management to make assumptions and apply judgment to estimate the fair value of acquired assets and liabilities assumed. Management estimates the fair value of assets and liabilities primarily using discounted cash flows and replacement cost analysis. Provisional fair value measurements of acquired assets and liabilities assumed may be retrospectively adjusted during the measurement period. The measurement period ends once the Company is able to determine it has obtained all necessary information that existed as of the acquisition date or once the Company determines that such information is unavailable. The measurement period does not extend beyond one year from the acquisition date.

Long-Term Debt

Long-term debt is reported as the outstanding debt amount, net of unamortized debt issuance costs and debt discount. These include legal and other direct costs related to the issuance of debt and discounts granted to the initial purchasers or lenders of the Company’s debt instruments and are recorded as a direct reduction to the face amount of the Company’s outstanding long-term debt on the consolidated balance sheets. The debt discount and debt issuance costs are accreted to interest expense using the effective interest method or, if the amounts approximate the effective interest method, on a straight-line basis over the contractual term of the underlying debt. The amount amortized to interest expense was $2.2 million for the year ended December 31, 2024 and $4.1 million for each of the years ended December 31, 2023 and 2022.

Leases

The Company determines whether an arrangement is or contains a lease at inception or modification of a contract. An arrangement is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The right to control the use of the identified asset means the lessee has both the right to obtain substantially all economic benefits from the use of the asset and the right to direct the use of the asset.

Operating lease right-of-use (“ROU”) assets and liabilities are recognized at the commencement date for the arrangements with a term of 12 months or longer and are initially measured based on the present value of lease payments over the defined lease term. The measurement of the operating lease ROU assets also includes any prepaid lease payments made and is net of lease incentives. If the implicit interest rate to be applied to the determination of the present value of lease payments over the lease term is not readily determinable, the Company estimates the incremental borrowing rate based on the information available at the commencement date. The Company’s lease terms may include options to extend or terminate the lease. The Company assesses these options using a threshold of reasonably certain. For leases the Company is reasonably certain to renew, those option periods are included within the lease term and, therefore, the measurement of the ROU asset and lease liability. For operating leases, lease expense for lease payments is recognized on a straight-line basis over the lease term. For finance leases, the ROU asset depreciates on a straight-line basis over the shorter of the lease term or useful life of the ROU asset and the lease liability accretes interest based on the interest method using the discount rate determined at lease commencement.

The Company is the lessor under non-cancelable operating leases for retail and food and beverage outlet space within its casino properties. The Company also enters into operating lease agreements with certain equipment providers for placement of amusement devices, gaming machines and automated teller machines within its casino properties and branded taverns. The lease arrangements generally include minimum base rent and/or contingent rental clauses based on a percentage of net sales

exceeding minimum base rent. Revenue is recorded on a straight-line basis over the term of the lease. The Company recognizes revenue for contingent rentals when the contingency is resolved.

Revenue Recognition

Revenue from contracts with customers primarily consists of casino wagers, room sales, food and beverage transactions, rental income from the Company’s retail tenants, and entertainment sales.

Casino gaming revenues are the aggregate of gaming wins and losses. The commissions rebated to premium players for cash discounts and other cash incentives to patrons related to gaming play are recorded as a reduction to casino gaming revenues. Gaming contracts include a performance obligation to honor the patron’s wager and typically include a performance obligation to provide a product or service to the patron on a complimentary basis to incentivize gaming or in exchange for points earned under the Company’s True Rewards® loyalty program.

Prior to the sale of its distributed gaming business, the Company generally entered into two types of slot placement contracts: space lease agreements and participation agreements. Under space lease agreements, the Company paid a fixed monthly rental fee for the right to install, maintain and operate its slot machines at a business location and the Company was the sole holder of the applicable gaming license that allowed it to operate such slot machines. Under these agreements, the Company recognized all gaming revenue and recorded fixed monthly rental fees as gaming expense. Under participation agreements, the business location retained a percentage of the gaming revenue generated from the Company’s slot machines, and as a result both the business location and Golden were required to hold a state issued gaming license.

Prior to the sale of its distributed gaming business, the Company concluded it maintained control of the services provided in the business directly before they are transferred to its customer and it considered its customer to be the gaming player since the Company controlled all aspects of the slot machines. The Company retained control over the slot machines placed at the business location’s premises by controlling the hold percentage, types of slot machines and games made available on such machines, physical access to the contents of the gaming devices, and the repair and servicing of the slot machines. Therefore, these agreements did not contain a lease under Accounting Standards Codification (“ASC”) 842 and were accounted for under ASC 606, Revenue from Contracts with Customers. The Company was considered to be the principal in these arrangements and recorded its share of revenue generated under participation agreements on a gross basis with the business location’s share of revenue recorded as gaming expenses. Subsequent to the sale of the Company’s distributed gaming operations in Nevada on January 10, 2024, the acquiring party owns and operates the slot machines placed at the Company’s branded taverns and remits a percentage of the net win from each location to the Company. As a result, the Company no longer acts as a principal but rather as an agent, whose performance obligation is to arrange for the provision of the specified good or service by the acquiring party. Accordingly, the Company recognizes gaming revenue from this arrangement on a net basis, which is a percentage of the net win received.

Wagering contracts that include complimentary products and services provided by the Company to incentivize gaming, such as complimentary food, beverage, rooms, entertainment, merchandise, cash back and other discretionary complimentary items, and wagering contracts that include products and services provided to a patron in exchange for points earned under the Company’s loyalty program contain more than one performance obligation. The transaction price is allocated to each performance obligation in the gaming wagering contract. The amount allocated to loyalty points earned is based on an estimate of the standalone selling price of the loyalty points, which is determined by the redemption value less an estimate for points not expected to be redeemed. The amount allocated to discretionary complimentary items is the standalone selling price of the underlying goods or services, which is determined using the retail price at which those goods or services would be sold separately in similar transactions. The remaining amount of the transaction price is allocated to wagering activity using the residual approach as the standalone selling price for gaming wagers is highly variable due to wide disparity of wagering options available to the Company’s patrons. The amount wagered, frequency of wagering, patron betting habits, and outcomes of the games of chance are unpredictable. As a result, no stand-alone selling price of a gaming transaction is determinable and the residual approach is utilized to represent the net revenue ascribed to the gaming wager.

For wagering contracts that include discretionary complimentary items, the Company allocates the stand-alone selling price of each product and service to the respective revenue type. Complimentary products or services provided under the Company’s control and discretion that are supplied by third parties are recorded as an operating expense in the consolidated statements of operations. For wagering contracts that include products and services provided to a patron in exchange for points earned under the Company’s loyalty program, the Company allocates the estimated stand-alone selling price of the points earned to the loyalty program liability. The loyalty program liability is a deferral of revenue until redemption occurs under ASC 606. Upon redemption of loyalty program points for Company-owned products and services, the stand-alone selling price of each product or service is allocated to the respective revenue type. For redemptions of points with third parties, the redemption amount is deducted from the loyalty program liability and paid directly to the third-party. Any discounts received by the Company from

the third-party in connection with this transaction are recorded to other revenue in the Company’s consolidated statements of operations. The Company’s performance obligation related to its loyalty program is generally completed within one year, as participants’ points expire after thirteen months of no activity.

After allocation to the other revenue types for products and services provided to patrons as part of a wagering contract, the residual amount is recorded to casino gaming revenue as soon as the wager is settled. As all wagers have similar characteristics, the Company accounts for its gaming contracts collectively on a portfolio basis. Gaming contracts are typically completed daily based on the outcome of the wagering transaction and include a distinct performance obligation to provide gaming activities.

Revenue from leases is recorded to other revenue in the Company’s consolidated statements of operations and is generated from base rents through long-term leases with retail tenants. Base rent, adjusted for contractual escalations as applicable, is recognized on a straight-lined basis over the term of the related lease. Overage rent is paid by a tenant when its sales exceed an agreed upon minimum amount and is not recognized by the Company until the threshold is met.

Food, beverage, and retail revenues are recorded at the time of sale. Room revenue is recorded at the time of occupancy. Sales taxes and surcharges collected from customers and remitted to governmental authorities are presented on a net basis.

Contract and Contract Related Liabilities

The Company provides numerous products and services to its customers. There is often a timing difference between the cash payment by the customers and recognition of revenue for each of the associated performance obligations. The Company generally has three types of liabilities related to contracts with customers:

•Outstanding Chip Liability — The outstanding chip liability represents the collective amounts owed to customers in exchange for gaming chips in their possession. Outstanding chips are expected to be recognized as revenue or redeemed for cash within one year of being purchased.

•Loyalty Program — The Company offers its True Rewards loyalty program at all of its casino properties, as well as at all of its branded taverns. Members of the Company’s True Rewards loyalty program earn points based on gaming activity and food and beverage purchases at the Company’s casino properties and branded taverns. Loyalty points are redeemable for slot play, promotional table game chips, cash back, entertainment and food and beverage purchases. All points earned in the loyalty program roll up into a single account balance which is redeemable at all of our locations.

The Company records a liability based on the value of points earned, less an estimate for points not expected to be redeemed. This liability represents a deferral of revenue until such time as the participant redeems the points earned. Redemption history at the Company’s casinos and branded taverns is used to assist in the determination of the estimated accruals. Loyalty program points are expected to be redeemed and recognized as revenue within one year of being earned, since participants’ points expire after thirteen months of inactivity. The True Rewards points accruals are included in current liabilities on the Company’s consolidated balance sheets. Changes in the program, increases in membership and changes in the redemption patterns of the participants can impact this liability.

•Customer Deposits and Other — Customer deposits and other deferred revenue represent cash deposits made by customers for future non-gaming services to be provided by the Company. With the exception of tenant deposits, which are tied to the terms of the lease and typically extend beyond a year, the majority of these customer deposits and other deferred revenue are expected to be recognized as revenue or refunded to the customer within one year of the date the deposit was recorded.

The following table summarizes the Company’s activity for contract and contract related liabilities:


	Outstanding Chip Liability				Loyalty Program				Customer Deposits and Other
(In thousands)	2024		2023		2024		2023		2024		2023
Balance at January 1	$	1,099	$	1,312	$	2,743	$	2,949	$	4,287	$	5,002
Balance at December 31 (1)	1,564		1,099		2,501		2,743		3,883		4,287
Increase (decrease)	$	465	$	(213)	$	(242)	$	(206)	$	(404)	$	(715)

(1)Loyalty Program and Customer Deposits and Other related to assets held for sale were excluded from 2023 amounts.

Gaming Taxes

The Company’s casinos located in Nevada are subject to taxes based on gross gaming revenues and pay quarterly and annual fees based on the number of slot machines and table games licensed during the year. In addition, the Company’s casinos pay

taxes based on gross gaming revenues and fixed quarterly and annual fees for bingo and keno at several of the Company’s properties. Prior to its sale in January 2024, the Company’s distributed gaming operations in Nevada were subject to taxes based on the Company’s share of non-restricted gross gaming revenue for those locations that had grandfathered rights to more than 15 slot machines for play, and/or annual and quarterly fees at all branded tavern and third-party distributed gaming locations. Prior to its sale in July 2023, Rocky Gap was subject to gaming taxes based on gross gaming revenues and the Company also paid an annual flat tax based on the number of table games and video lottery terminals in operation during the year. Prior to its sale in September 2023, the Company’s distributed gaming operations in Montana were subject to taxes based on the Company’s share of gross gaming revenue.

The Company records gaming taxes as gaming expenses in the consolidated statements of operations. Total gaming taxes and license expenses were $27.2 million, $58.0 million and $73.2 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Advertising Expenses

The Company expenses advertising, marketing and promotional costs as incurred. Advertising costs included in selling, general and administrative expenses in the Company’s consolidated statements of operations were $12.8 million, $13.1 million and $12.2 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Share-Based Compensation Expense

The Company has various share-based compensation programs, which provide for equity awards including stock options, time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”). Share-based compensation expense is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense, net of forfeitures, over the employee’s requisite service period. Compensation costs related to stock option awards are calculated based on the fair value of the award on the date of grant using the Black-Scholes option pricing model. For RSUs and PSUs, compensation expense is calculated based on the fair market value of the Company’s common stock on the date of grant. All of the Company’s share-based compensation expense is recorded in selling, general and administrative expenses in the consolidated statements of operations.

Income Taxes

The Company is subject to income taxes in the United States. Accounting standards require the recognition of deferred tax assets, net of applicable reserves, and liabilities for the estimated future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on the income tax provision and deferred tax assets and liabilities generally is recognized in the results of operations in the period that includes the enactment date. Accounting standards also require recognition of a future tax benefit to the extent that realization of such benefit is more likely than not; otherwise, a valuation allowance is applied.

The Company’s income tax returns are subject to examination by the Internal Revenue Service and other tax authorities in the locations where it operates. The Company assesses potentially unfavorable outcomes of such examinations based on accounting standards for uncertain income taxes. The accounting standards prescribe a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements.

Uncertain tax position accounting standards apply to all tax positions related to income taxes. These accounting standards utilize a two-step approach for evaluating tax positions. If a tax position, based on its technical merits, is deemed more likely than not to be sustained, then the tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon settlement.

The Company records estimated penalties and interest related to income tax matters, including uncertain tax positions, if any, as a component of income tax expense.

Net Income per Share

Basic net income per share is calculated by dividing net income by the weighted-average common shares outstanding. Diluted net income per share in profitable periods reflects the effect of all potentially dilutive common shares outstanding by dividing net income by the weighted average of all common and potentially dilutive shares outstanding. In the event of a net loss, diluted shares are not considered because of their anti-dilutive effect. For the year ended December 31, 2022, diluted net income per share excluded the weighted average effect of 150,384 shares of common stock as such were anti-dilutive. No shares of

common stock related to the Company’s equity awards were anti-dilutive for the years ended December 31, 2024 and 2023.

Recent Accounting Pronouncements

Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates (“ASUs”) to the FASB’s ASC. The Company considers the applicability and impact of all ASUs. While management continues to assess the possible impact of the adoption of new accounting standards and the future adoption of the new accounting standards that are not yet effective on the Company’s financial statements, management currently believes that the following new standards have or may have an impact on the Company’s consolidated financial statements and disclosures:

Accounting Standards Issued and Adopted

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The standard became effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company adopted this ASU for the fiscal year ended December 31, 2024 and included disclosures about significant segment expenses in “Note 15 — Segment Information.”

Accounting Standards Issued But Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The provisions of this ASU are intended to enhance the transparency and decision usefulness of income tax disclosures to address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The standard is effective for annual periods beginning after December 15, 2024 with early adoption permitted. The Company does not expect the impact of the adoption of this ASU to be material to its financial statements or disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The provisions of this ASU are intended to improve disclosures about a public entity’s expenses by providing additional information about specific expense categories in the notes to the financial statements. The standard is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027 with early adoption permitted. Further, in January 2025, the FASB issued ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) - Clarifying the Effective Date, intended to clarify interim reporting requirements for non-calendar year-end entities. The Company does not expect the impact of the adoption of these ASUs to be material to its financial statements or disclosures.

Management does not believe that any other recently issued accounting standards that are not yet effective are likely to have a material impact on the Company’s financial statements.

Note 3 – Divestitures

As discussed in “Note 1 — Nature of Business and Basis of Presentation” the Company completed the sales of Rocky Gap and its distributed gaming operations in Montana and Nevada on July 25, 2023, September 13, 2023 and January 10, 2024, respectively.

Operations of Rocky Gap had historically been presented in the Company’s Maryland Casino Resort reportable segment. The Company incurred $8.5 million in transaction costs since the announcement of the Rocky Gap sale on August 25, 2022, $8.3 million of which were incurred in 2023. The results of the distributed gaming operations in Montana were combined with the results of the distributed gaming operations in Nevada and had historically been presented in the Company’s Distributed Gaming reportable segment. Since the announcement of the distributed gaming operations sale on March 3, 2023, the Company incurred $0.8 million and $0.4 million in transaction costs related to the sales of the distributed gaming operations in Montana and Nevada, respectively, for the year ended December 31, 2023. The Company incurred an additional $2.3 million in transaction costs related to the sale of the distributed gaming operations in Nevada for the year ended December 31, 2024. The Company recorded transaction costs in selling, general and administrative expenses as incurred.

The Company classifies assets as held for sale when a sale is probable, is expected to be completed within one year, and the asset group meets all of the accounting criteria to be classified as held for sale. Gains or losses associated with the disposal of assets held for sale are recorded within operating expenses, and the Company ceases recording depreciation and amortization of the long-lived assets included in the sale from the date of execution of the definitive agreement for the sale.

The assets and liabilities of the distributed gaming operations in Nevada classified as held for sale as of December 31, 2023, and subsequently sold on January 10, 2024, are presented in the table below:


	December 31, 2023
(In thousands)	Distributed Gaming - Nevada
ASSETS
Current assets
Cash and cash equivalents	$	40,050
Accounts receivables, net	1,945
Prepaid expenses	1,018
Other	2,298
Total current assets held for sale	45,311
Property and equipment, net	21,221
Operating lease right-of-use assets, net	33,601
Goodwill	69,452
Intangible assets, net	28,379
Other assets	6,307
Total assets held for sale	$	204,271
LIABILITIES
Current liabilities
Current portion of long-term debt and finance leases	$	1,131
Current portion of operating leases	23,323
Accounts payable	1,826
Accrued payroll and related	1,123
Other accrued liabilities	1,151
Total current liabilities related to assets held for sale	28,554
Non-current finance leases	10,614
Non-current operating leases	65
Total liabilities related to assets held for sale	$	39,233

The following information presents the revenues and pretax income generated by Rocky Gap and the Company’s distributed gaming operations in Montana and Nevada previously reported as held for sale and divested on July 25, 2023, September 13, 2023 and January 10, 2024, respectively:


	Year Ended December 31,
(In thousands)	2024		2023		2022
Maryland Casino Resort
Revenues	$	—	$	43,456	$	78,010
Pretax income	—		12,435		22,966
Distributed Gaming - Montana
Revenues	$	—	$	80,878	$	109,359
Pretax income	—		8,883		7,417
Distributed Gaming - Nevada
Revenues	$	6,019	$	239,802	$	256,113
Pretax income	476		22,402		22,766

Note 4 – Property and Equipment, Net

Property and equipment, net, consisted of the following:


	December 31,
(In thousands)	2024		2023
Land	$	125,240	$	125,240
Building and improvements	983,659		955,859
Furniture and equipment	216,995		190,048
Construction in process	6,165		10,561
Property and equipment	1,332,059		1,281,708
Accumulated depreciation	(581,165)		(495,563)
Property and equipment, net	$	750,894	$	786,145

Depreciation expense for property and equipment, including finance leases, totaled $87.6 million, $86.5 million and $92.7 million for the years ended December 31, 2024, 2023 and 2022, respectively.

The Company reviews the carrying amounts of its long-lived assets, other than goodwill and indefinite-lived intangible assets, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. During the year ended December 31, 2023, the Company voluntarily surrendered its gaming license for its Colorado Belle property. The suspension of Colorado Belle’s operations qualified as an indicator of impairment related to the long-lived assets at Colorado Belle. Based on the results of the impairment assessment, the Company recorded a $12.1 million impairment of the long-lived assets of Colorado Belle for the year ended December 31, 2023.

The Company concluded that there was no impairment of its long-lived assets as of December 31, 2024 and that the rest of its long-lived assets except for Colorado Belle were not impaired as of December 31, 2023.

Note 5 – Goodwill and Intangible Assets, Net

The Company tests goodwill, and indefinite-lived intangible assets comprised of trade names for impairment annually during the fourth quarter of each year, and whenever events or circumstances indicate that it is more likely than not that the carrying value of a reporting unit exceeds its fair value. Finite-lived intangible assets are evaluated for potential impairment whenever there is an indicator that the carrying value of an asset group may not be recoverable. Refer to “Note 2 — Summary of Significant Accounting Policies” for further information on the Company’s accounting policies related to its goodwill and intangible assets.

The estimated fair value of goodwill for the years ended December 31, 2024 and 2023 was determined using an income valuation approach utilizing discounted cash flow models. The income valuation approach conducted in 2024 utilized the following Level 3 inputs: discount rates of 13.5%-14.5% and long-term revenue growth rate of 2.5%. The income valuation approach conducted in 2023 utilized a discount rate of 14.0%-14.5% and long-term revenue growth rate of 3.0%.

The estimated fair value of indefinite-lived intangible assets for the years ended December 31, 2024 and 2023 was determined using an income approach by applying the relief from royalty method using Level 3 inputs. The Company utilized a royalty rate of 1.0% to 2.0% in both periods and the same discount rate and long-term revenue growth rate as the rates applied to valuation of goodwill.

The Company’s 2024 annual review of goodwill and intangible assets for impairment resulted in a full impairment of goodwill and trade name of certain of the Company’s Nevada Locals Casinos in the amount of $1.8 million and $0.6 million, respectively. The results of the analyses conducted for the year ended December 31, 2023 indicated no impairment of the Company’s goodwill and intangible assets.

The following table summarizes goodwill balances by reportable segment:


(In thousands)	Nevada Casino Resorts		Nevada Locals Casinos		Nevada Taverns		Distributed Gaming		Total Goodwill
Balance, Balance, January 1, 2023	$	22,105	$	38,187	$	20,459	$	77,645	$	158,396
Goodwill acquired during the year (1)	—		—		3,574		—		3,574
Goodwill related to assets held for sale (2)	—		—		—		(69,452)		(69,452)
Goodwill related to sale of a business (3)	—		—		—		(8,193)		(8,193)
Balance, December 31, 2023	$	22,105	$	38,187	$	24,033	$	—	$	84,325
Goodwill acquired during the year (4)	—		—		3,988		—		3,988
Goodwill impairment (5)			(1,773)		—		—		(1,773)
Balance, December 31, 2024	$	22,105	$	36,414	$	28,021	$	—	$	86,540

(1) Related to the acquisition of Lucky’s taverns discussed in “Note 1 — Nature of Business and Basis of Presentation.”

(2) Related to the distributed gaming operations in Nevada that continued to be classified as assets held for sale as of December 31, 2023 and were subsequently sold in January 2024. Refer to “Note 3 — Divestitures” for further information.

(3) Related to the distributed gaming operations in Montana sold in September 2023. Refer to “Note 3 — Divestitures” for further information.

(4) Related to the acquisition of GAP taverns discussed in “Note 1 — Nature of Business and Basis of Presentation.”

(5) Related to the impairment of goodwill and trade name of certain of the Company’s Nevada Locals Casinos.

Intangible assets, net, consisted of the following:


	December 31, 2024
(In thousands)	Useful Life (Years)	Gross Carrying Value		Cumulative Amortization		Cumulative Impairment		Intangible Assets, Net
Indefinite-lived intangible assets
Trade names	Indefinite	$	55,524	$	—	$	(7,516)	$	48,008
		55,524		—		(7,516)		48,008
Amortizing intangible assets
Player relationships	2-14	44,268		(41,905)		—		2,363
Non-compete agreements	2-5	7,147		(4,131)		—		3,016
		51,415		(46,036)		—		5,379
Balance, December 31, 2024		$	106,939	$	(46,036)	$	(7,516)	$	53,387


	December 31, 2023
(In thousands)	Useful Life (Years)	Gross Carrying Value		Cumulative Amortization		Cumulative Impairment		Intangible Assets, Net
Indefinite-lived intangible assets
Trade names	Indefinite	$	54,790	$	—	$	(6,890)	$	47,900
		54,790		—		(6,890)		47,900
Amortizing intangible assets
Player relationships	2-14	43,916		(41,050)		—		2,866
Non-compete agreements	2-5	5,747		(2,578)		—		3,169
		49,663		(43,628)		—		6,035
Balance, December 31, 2023		$	104,453	$	(43,628)	$	(6,890)	$	53,935

Total amortization expense related to intangible assets was $2.4 million for each of the years ended December 31, 2024 and

2023, and $7.4 million for the year ended December 31, 2022. Estimated future amortization expense related to intangible assets is as follows:


(In thousands)	2025		2026		2027		2028		2029		Thereafter		Total (1)
Estimated amortization expense	$	2,680	$	2,022	$	304	$	236	$	137	$	—	$	5,379

(1) The Company did not have intangible assets that were not placed in service as of December 31, 2024.

Note 6 – Accrued Liabilities

Accrued liabilities consisted of the following:


	December 31,
(In thousands)	2024		2023
Gaming liabilities	$	11,963	$	10,726
Dividend payable	6,641		—
Accrued taxes, other than income taxes	5,212		5,193
Other accrued liabilities	3,502		4,538
Deposits	2,153		1,855
Interest	166		4,572
Uncertain tax positions payable	—		7,755
Total current accrued liabilities	$	29,637	$	34,639

Note 7 – Long-Term Debt

Long-term debt, net, consisted of the following:


	December 31,
(In thousands)	2024		2023
Term Loan B-1	$	394,000	$	398,000
Revolving credit facility	20,000		—
2026 Unsecured Notes	—		276,453
Finance lease liabilities	3,643		1,691
Notes payable	—		438
Total long-term debt and finance leases	417,643		676,582
Unamortized discount	(3,679)		(7,423)
Unamortized debt issuance costs	(3,378)		(6,042)
Total long-term debt and finance leases after debt issuance costs and discount	410,586		663,117
Current portion of long-term debt and finance leases	(5,308)		(4,596)
Long-term debt, net and finance leases	$	405,278	$	658,521

Senior Secured Credit Facility

The Company’s senior secured credit facility with JPMorgan Chase Bank, N.A. (as administrative agent and collateral agent) (the “Credit Facility”) is comprised of a $400 million term loan B-1 facility (the “Term Loan B-1”) and a $240 million revolving credit facility (the “Revolving Credit Facility”). As of December 31, 2024, the Company had $394 million in principal amount of outstanding Term Loan B-1 borrowings, no outstanding letters of credit and $20 million in outstanding borrowings under its Revolving Credit Facility, such that the remaining borrowing availability under the Revolving Credit Facility as of December 31, 2024 was $220 million.

On May 26, 2023, the Company modified the terms of the Credit Facility by (1) extending the maturity date of the Revolving Credit Facility from April 20, 2024 to the earlier of May 26, 2028 and 91 days prior to April 15, 2026, the stated maturity date of the Company’s 7.625% Senior Notes due 2026 (“2026 Unsecured Notes”), for so long as any indebtedness remains outstanding under the 2026 Unsecured Notes (the “Springing Maturity Date”), and (2) establishing Term Loan B-1 with a maturity date of the earlier of May 26, 2030 and the Springing Maturity Date. Term Loan B-1 was fully drawn at the time of

such modification, with the proceeds thereof used to repay a portion of the Company’s then-existing term loan B borrowings under the Credit Facility (the “Term Loan B”). The remainder of the Term Loan B was repaid in full in July 2023 using a portion of the proceeds from the sale of Rocky Gap. On April 15, 2024, the Company redeemed and repaid in full all of its 2026 Unsecured Notes, thereby eliminating the Springing Maturity Date provision, meaning that the maturity date of the Revolving Credit Facility is now fixed at May 26, 2028 and the maturity date of the Term Loan B-1 is now fixed at May 26, 2030.

On May 29, 2024, the Company further modified the terms of the Credit Facility to reduce the interest rate margins applicable to borrowings under the Term Loan B-1. Under the amended Credit Facility, the Term Loan B-1 bears interest, at the Company’s option, at either (1) a base rate determined pursuant to customary market terms (subject to a floor of 1.50%), plus a margin of 1.25%, or (2) the Term SOFR rate for the applicable interest period (subject to a floor of 0.50%), plus a margin of 2.25%. The modification eliminated the Term SOFR credit spread adjustment of 0.10% with respect to the Company’s Term Loan B-1. The Company incurred $0.9 million in fees and recorded a loss on debt modification of less than $0.1 million for the debt issuance costs and discount related to the Term Loan B-1 as a result of this modification of the Credit Facility. The modification did not amend the terms of the Revolving Credit Facility.

Interest and Fees

Under the Credit Facility, the Term Loan B-1 bears interest, at the Company’s option, at either (1) a base rate determined pursuant to customary market terms (subject to a floor of 1.50%), plus a margin of 1.25%, or (2) the Term SOFR rate for the applicable interest period (subject to a floor of 0.50%), plus a margin of 2.25%. Borrowings under the Revolving Credit Facility bear interest, at the Company’s option, at either (1) a base rate determined pursuant to customary market terms (subject to a floor of 1.00%), plus a margin ranging from 1.00% to 1.50% based on the Company’s net leverage ratio, or (2) the Term SOFR rate for the applicable interest period plus a credit spread adjustment of 0.10%, plus a margin ranging from 2.00% to 2.50% based on the Company’s net leverage ratio.

The weighted-average effective interest rate on the Company’s outstanding borrowings under the Credit Facility was 7.64% for the year ended December 31, 2024.

Mandatory and Optional Prepayments and Related Loss on Debt Extinguishment and Modification

The Term Loan B-1 is repayable in 27 quarterly installments of $1 million each, which commenced in September 2023, followed by a final installment of $373 million due at maturity.

Guarantees and Collateral

Borrowings under the Credit Facility are guaranteed by each of the Company’s existing and future wholly-owned domestic subsidiaries (other than certain insignificant or unrestricted subsidiaries) and are secured by substantially all of the present and future assets of the Company and its subsidiary guarantors (subject to of certain exceptions).

Financial and Other Covenants

Under the Credit Facility, the Company and its restricted subsidiaries are subject to certain limitations, including limitations on their respective ability to: incur additional debt, grant liens, sell assets, make certain investments, pay dividends and make certain other restricted payments. In addition, the Company will be required to pay down the Term Loan B-1 under the Credit Facility in certain circumstances if the Company or its restricted subsidiaries issue debt, sell assets, receive certain extraordinary receipts or generate excess cash flow (subject to exceptions). The Credit Facility contains a financial covenant regarding a maximum net leverage ratio that applies when borrowings under the Revolving Credit Facility exceed 30% of the total revolving commitment. The Credit Facility also prohibits the occurrence of a change of control, which includes the acquisition of beneficial ownership of 50% or more of the Company’s capital stock (other than by certain permitted holders, which include, among others, Blake L. Sartini, Lyle A. Berman, and certain affiliated entities). If the Company defaults under the Credit Facility due to a covenant breach or otherwise, the lenders may be entitled to, among other things, require the immediate repayment of all outstanding amounts and sell the Company’s assets to satisfy the obligations thereunder. The Company was in compliance with its financial covenants under the Credit Facility as of December 31, 2024.

Senior Unsecured Notes

On April 15, 2019, the Company issued $375 million in principal amount of 2026 Unsecured Notes in a private placement to institutional buyers at face value. The 2026 Unsecured Notes bore interest at 7.625%, payable semi-annually on April 15th and October 15th of each year. On April 15, 2024, the Company redeemed and repaid in full all of its 2026 Unsecured Notes for an aggregate amount equal to $287.0 million, consisting of $276.5 million in principal and $10.5 million in accrued and unpaid interest, and discharged all of the Company’s obligations under the indenture governing the 2026 Unsecured Notes. The

Company recorded a $4.4 million loss on debt extinguishment primarily related to the debt issuance costs and discount written off upon the redemption of the 2026 Unsecured Notes.

Scheduled Principal Payments of Long-Term Debt

The scheduled principal payments due on long-term debt are as follows (in thousands):


Year Ending December 31,	Amount
2025	$	5,308
2026	5,363
2027	4,260
2028	24,163
2029	4,168
Thereafter	374,381
Total outstanding principal of long-term debt	$	417,643

Note 8 – Shareholders’ Equity and Stock Incentive Plans

Share Repurchase Program

From time to time, the Company repurchases shares of its common stock pursuant to the $100 million share repurchase program authorized by our Board of Directors on July 27, 2023, which was subsequently increased by $100 million on November 5, 2024. Share repurchases may be made from time to time in open market transactions, through block trades, pursuant to a Rule 10b5-1 trading plan or in private transactions in accordance with applicable securities laws and regulations and other legal requirements, including compliance with the Company’s finance agreements. Share repurchases may be made at management’s discretion based on market conditions and financial resources and there is no minimum number of shares that the Company is required to repurchase. The repurchase program may be suspended or discontinued at any time without prior notice. As of December 31, 2024, the Company had $99.4 million of remaining share repurchase availability under its share repurchase program.

The following table includes the Company’s share repurchase activity:


	Year Ended December 31,
	2024		2023		2022
(In thousands, except per share data)
Shares repurchased (1)(2)	2,892		252		1,113
Total cost, including brokerage fees and excise tax on repurchases	$	92,142	$	9,134	$	51,202
Average repurchase price per share (3)(4)	$	31.63	$	36.17	$	46.01

(1)All repurchased shares were retired and constitute authorized but unissued shares. Shares repurchased to settle employee tax withholding related to the vesting of RSUs or exercise of options are not included in the table above.

(2)Of the shares repurchased in 2024, 949,729 were repurchased pursuant to a Rule 10b5-1 trading plan.

(3)Figures in the table may not recalculate exactly due to rounding. Average repurchase price per share is calculated based on unrounded numbers.

(4)Average repurchase price per share includes broker commissions but excludes our liability under the 1% excise tax on the net amount of our share repurchases required by the Inflation Reduction Act of 2022.

Stock Incentive Plans

On August 27, 2015, the Company’s Board of Directors approved the Golden Entertainment, Inc. 2015 Incentive Award Plan (the “2015 Plan”), which was approved by the Company’s shareholders at the Company’s 2016 annual meeting. The 2015 Plan authorizes the issuance of stock options, restricted stock, restricted stock units, dividend equivalents, stock payment awards, stock appreciation rights, performance bonus awards and other incentive awards. The 2015 Plan authorizes the grant of awards to employees, non-employee directors and consultants of the Company and its subsidiaries. Options generally have a ten-year term. Except as provided in any employment agreement between the Company and the employee, if an employee is terminated, any unvested options will be forfeited.

The maximum number of shares of the Company’s common stock for which grants may be made under the 2015 Plan is 2.25 million shares, plus an annual increase on January 1st of each year during the ten-year term of the 2015 Plan equal to the lesser of 1.8 million shares, 4% of the total shares of the Company’s common stock outstanding (on an as-converted basis), or such smaller amount as may be determined by the Board of Directors at its sole discretion. The annual increase on January 1, 2024 was 1.1 million shares. In addition, the maximum aggregate number of shares of common stock that may be subject to awards granted to any one participant during a calendar year is 2.0 million shares. As of December 31, 2024, a total of 4.5 million shares of the Company’s common stock remained available for grants of awards under the 2015 Plan.

Dividends

In July 2023, the Company’s Board of Directors declared a one-time cash dividend of $2.00 per share of the outstanding common stock, totaling $57.7 million in aggregate. The one-time cash dividend was paid on August 25, 2023 to the Company’s shareholders of record as of August 11, 2023.

Commencing on February 27, 2024, the Company’s Board of Directors has declared a recurring quarterly dividend of $0.25 per share of the Company’s common stock. The dividends declared in 2024 were as follows:


Declaration Date	Record Date	Payment Date	Amount per Share		Aggregate Amount (in thousands)
February 27, 2024	March 18, 2024	April 4, 2024	$	0.25	$	7,237
May 2, 2024	June 14, 2024	July 2, 2024	$	0.25	$	7,107
August 6, 2024	September 17, 2024	October 2, 2024	$	0.25	$	6,962
November 5, 2024	December 20, 2024	January 7, 2025	$	0.25	$	6,641

In addition, subsequent to the fiscal year end, on February 25, 2025, the Board of Directors authorized its next recurring quarterly cash dividend of $0.25 per share of the Company’s common stock payable on April 2, 2025 to shareholders of record as of March 21, 2025.

Stock Options

The following table summarizes the Company’s stock option activity:


	Stock Options Outstanding	Weighted-Average Remaining Term (in years)	Weighted-Average Exercise Price			Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2022	2,141,494	4.5	$	11.31
Granted	—		—
Exercised	(69,500)		9.94
Cancelled	—		—
Expired	—		—
Outstanding at December 31, 2022	2,071,994	3.5	11.35			$	53,966
Granted	—		—
Exercised	(160,640)		11.84		(1)
Cancelled	—		—
Expired	—		—
Outstanding at December 31, 2023	1,911,354	2.5	9.19		(1)	$	58,758
Granted	—		—
Exercised	(421,000)		9.17
Cancelled	—		—
Expired	—		—
Outstanding at December 31, 2024	1,490,354	1.5	$	9.19		$	33,395

Exercisable at December 31, 2022	2,071,994	3.5	$	11.35		$	53,966

Exercisable at December 31, 2023	1,911,354	2.5	$	9.19		$	58,758

Exercisable at December 31, 2024	1,490,354	1.5	$	9.19		$	33,395

(1)In accordance with the provisions of the 2015 Plan, the declaration of a one-time cash dividend of $2.00 per share of the outstanding common stock triggered the requirement to make an equitable adjustment to the number and type of securities subject to each outstanding award and the exercise price or grant price. The 2015 Plan allows the Company to make such equitable adjustments at its discretion. As a result, on August 25, 2023, the Company elected to adjust the exercise price of vested but unexercised stock option awards to reflect an amount as if the cash dividend had been paid in stock. The conditions of each option grant remain the same.

The total intrinsic value of stock options exercised was $8.9 million, $4.6 million and $2.6 million for the years ended December 31, 2024, 2023 and 2022, respectively. The Company has not granted any stock options since 2017. The Company received $3.2 million in proceeds from stock options exercised during the year ended December 31, 2024.

The Company issues new shares of common stock upon exercise of stock options.

RSUs and PSUs

Executive officers of the Company receive long-term incentive equity awards in a combination of RSUs and PSUs, issued under the 2015 Plan. The number of PSUs that will be eligible to vest will be determined based on the Company’s attainment of performance goals set by the Compensation Committee. Following the one-year performance period, the number of “vesting eligible” PSUs will then be subject to two additional years of time-based vesting. Share-based compensation costs related to RSU and PSU awards are calculated based on the market price on the date of the grant. The Company periodically reviews the estimates of performance against the defined criteria to assess the expected payout of each outstanding PSU grant and adjusts the stock compensation expense accordingly.

The following table summarizes the Company’s RSU activity:


	RSUs
	Shares	Weighted- Average Grant Date Fair Value		Total Fair Value of Shares Vested (in thousands)
Outstanding at January 1, 2022	815,420	$	18.17
Granted	123,970	51.86
Vested	(363,450)	17.78		$	18,963
Cancelled	(28,269)	17.63
Outstanding at December 31, 2022	547,671	26.09
Granted	159,043	42.17
Vested	(299,131)	23.73		$	12,568
Issuance of dividend equivalent (1)	21,179	—
Outstanding at December 31, 2023	428,762	34.09
Granted	232,766	33.57
Vested	(285,012)	28.73		$	9,150
Cancelled	(9,350)	38.82
Outstanding at December 31, 2024	367,166	$	37.67

(1)In accordance with the provisions of the 2015 Plan, the declaration of a one-time cash dividend of $2.00 per share of the outstanding common stock triggered the requirement to make an equitable adjustment to the number and type of securities subject to each outstanding award and the exercise price or grant price. The 2015 Plan allows the Company to make such equitable adjustments at its discretion. As a result, on August 25, 2023, the Company elected to adjust the number of shares underlying unvested RSU awards to reflect an amount as if the one-time cash dividend of $2.00 per share of the outstanding common stock had been paid in stock. The vesting schedule and conditions of each grant remain the same (with these additional share amounts subject to forfeiture on the same terms as the underlying grants).

The following table summarizes the Company’s PSU activity:


	PSUs
	Shares (1)		Weighted- Average Grant Date Fair Value		Total Fair Value of Shares Vested (in thousands)
Outstanding at January 1, 2022	705,577	(2)	$	13.84
Granted	83,579		53.51
Performance certification	534,383	(3)	—
Vested	(247,380)	(4)	12.51		$	13,030
Outstanding at December 31, 2022	1,076,159		17.17
Granted	114,898		41.92
Vested	(733,574)	(5)	8.86		$	30,751
Issuance of dividend equivalent (6)	23,151		—
Cancelled	(8,699)	(7)	53.51
Outstanding at December 31, 2023	471,935	(8)	36.40
Granted	131,906		34.06
Vested	(272,362)	(9)	29.00		$	9,277
Cancelled	(171,998)	(10)	35.92
Outstanding at December 31, 2024	159,481		$	47.54

(1)The number of shares for the PSUs listed as granted represents the “target” number of PSUs granted to each recipient eligible to vest if the Company meets its “target” performance goals for the applicable period. The actual number of PSUs eligible to vest for those PSUs will vary depending on whether or not the Company meets or exceeds the applicable threshold, target, or maximum performance goals for the PSUs, with 200% of the “target” number of PSUs eligible to vest at “maximum” performance levels.

(2)Includes 171,194 2019 PSU Awards that were certified below target during the three months ended March 31, 2021 and vested in March 2022. Also includes PSUs granted in March 2020 and March 2021 at “target.”

(3)The Company’s financial results for the applicable performance goals were certified during the three months ended March 31, 2022 and 200% of the target PSUs granted in March 2020 (the “2020 PSU Awards”) and March 2021 (the “2021 PSU Awards”) were deemed “earned.” Includes 38,093 incremental shares issued in March 2022 in connection with vesting of shares of 2020 PSU Awards due to such award “earned” at 200% of the “target.” The remaining 2020 PSU Awards vested in March 2023.

(4)Comprises 171,194 shares of 2019 PSU Awards and 76,186 shares of 2020 PSU Awards that vested in March 2022.

(5)Represents 2020 PSU Awards that vested in March 2023 at 200% of the target PSUs.

(6)In accordance with the provisions of the 2015 Plan, the declaration of a one-time cash dividend of $2.00 per share of the outstanding common stock triggered the requirement to make an equitable adjustment to the number and type of securities subject to each outstanding award and the exercise price or grant price. The 2015 Plan allows the Company to make such equitable adjustments at its discretion. As a result, on August 25, 2023, the Company elected to adjust the number of shares underlying unvested PSU awards to reflect an amount as if the one-time cash dividend of $2.00 per share of the outstanding common stock had been paid in stock. The vesting schedule and conditions of each grant remain the same (with these additional share amounts subject to forfeiture on the same terms as the underlying grants).

(7)The Company’s financial results for the applicable performance goals were certified during the three months ended March 31, 2023 and 89.6% of the target PSUs granted in March 2022 (the “2022 PSU Awards”) were deemed “earned.” This resulted in the reduction of the 2022 PSU Awards to the number of PSUs eligible to vest from 83,579 to 74,880.

(8)Includes PSUs granted in March 2021 (“2021 PSU Awards”) at 200% of the target (based on awards deemed “earned”), PSUs granted in March 2022 at 89.6% of the target (based on awards deemed “earned”) and PSUs granted in March 2023 (“2023 PSU Awards”) at 100% of the target.

(9)Represents 2021 PSU Awards that vested in March 2024 at 200% of the target PSUs.

(10)The Company’s financial results for performance goals applicable to the 2023 PSU Awards were certified during the three months ended March 31, 2024 and 69.3% of the target 2023 PSU Awards were deemed “earned.” This resulted in the reduction of the PSUs listed as granted in March 2023 to the number of PSUs eligible to vest from 120,825 to 83,724. In addition, 5,467 shares of unvested PSU Awards were forfeited during the year ended December 31, 2024. In addition, 131,906 PSUs granted in March 2024 were cancelled due to the Company not meeting its performance target for 2024.

Share-Based Compensation

The following table summarizes share-based compensation costs by award type:


	Year Ended December 31,
(In thousands)	2024		2023		2022
Stock options	$	—	$	—	$	—
RSUs	7,178		7,624		6,900
PSUs	2,866		5,188		5,980
Total share-based compensation costs	$	10,044	$	12,812	$	12,880

As of December 31, 2024, the Company’s unrecognized share-based compensation expense related to RSUs and PSUs was $7.6 million and $1.6 million, respectively, which is expected to be recognized over a weighted-average period of 1.6 years and 0.7 years for RSUs and PSUs, respectively. The Company did not have any remaining unrecognized share-based compensation expense related to stock options as of December 31, 2024.

Note 9 – Income Taxes

Income tax provision is summarized as follows:


	Year Ended December 31,
(In thousands)	2024		2023		2022
Current:
Federal	$	(24,499)	$	87,840	$	13,877
State	(3,861)		6,106		274
Total current tax (benefit) provision	$	(28,360)	$	93,946	$	14,151
Deferred:
Federal	$	50,423	$	(17,846)	$	(13,462)
State	—		107		(168)
Total deferred tax provision (benefit)	50,423		(17,739)		(13,630)
Income tax provision	$	22,063	$	76,207	$	521

Reconciliation of the statutory federal income tax rate to the Company’s actual rate based on income before income tax provision is summarized below:


	Year Ended December 31,
	2024		2023		2022
Statutory federal tax rate	21.00	%	21.00	%	21.00	%
State income taxes, net of federal income taxes	(5.03)		2.53		0.62
Permanent tax differences – stock compensation	1.62		(2.12)		(6.31)
Permanent tax differences – business meals	0.70		0.17		0.44
Permanent tax differences – executive compensation and other	0.64		2.60		9.27
Permanent tax differences – goodwill	16.69		—		—
Change in valuation allowance	—		(1.71)		(23.99)
FICA credit generated	(1.27)		(0.28)		(1.09)
WOTC credit generated	(0.14)		—		—
Tax benefit due to settlement of uncertain tax positions	(9.38)		—		—
Additional tax due to amending tax returns from prior years	5.01		—		—
Change in tax rate and apportionment	—		0.43		(0.26)
Deferred only adjustment to beginning deferred balances	0.47		0.34		0.95
Effective tax rate	30.31	%	22.96	%	0.63	%

The effective income tax rate for the year ended December 31, 2024 was 30.31%, which differed from the federal income tax rate of 21% primarily due to the tax effect of the sale of the distributed gaming operations in Nevada discussed in “Note 1 — Nature of Business and Basis of Presentation” and the benefit recorded from the reduction of the uncertain tax positions (“UTP”) payable. The effective income tax rate for the year ended December 31, 2023 was 22.96%, which differed from the federal tax rate of 21% primarily due to state income taxes.

The Company’s current and non-current deferred tax assets (liabilities) are comprised of the following:


	December 31,
(In thousands)	2024		2023
Deferred tax assets:
Accruals and reserves	$	3,895	$	5,128
Share-based compensation expense	1,997		2,137
Operating lease obligation	19,626		27,092
Depreciation of fixed assets	—		18,631
Uncertain tax position	—		6,245
Other	—		1,553
Gross deferred tax assets	25,518		60,786
Valuation allowance	—		—
Deferred tax assets, net of valuation allowance	$	25,518	$	60,786

Deferred tax liabilities:
Prepaid services	$	(1,744)	$	(1,771)
Amortization of intangible assets	(787)		(5,778)
Depreciation of fixed assets	(26,050)		—
Right-of-use assets	(16,478)		(23,729)
Debt basis	(1,359)		—
Other	(15)		—
Gross deferred tax liabilities	(46,433)		(31,278)
Deferred tax (liabilities) assets, net	$	(20,915)	$	29,508

Non-current deferred tax assets, net	$	—	$	29,508
Non-current deferred tax liabilities, net	(20,915)		—
Deferred tax (liabilities) assets, net	$	(20,915)	$	29,508

The realizability of deferred tax assets is evaluated by considering historical levels of income, estimates of future taxable income and the impact of tax planning strategies. As of December 31, 2024, the Company had net deferred tax liabilities of $20.9 million and determined that it was more likely than not that the Company would generate sufficient taxable income to conclude that deferred tax assets of $25.5 million were realizable.

The Company’s income tax returns from 2021 onward are subject to examination. In addition, the statute of limitation for assessment for years with net operating losses (“NOLs”) is determined by reference to the year the NOLs were used to reduce the Company’s taxable income. NOLs from the 2012-2014 and 2017-2020 income tax returns were used to reduce taxable income in 2021 and 2022. Consequently, the 2012-2014 and 2017-2020 income tax returns remain subject to examination by taxing authorities. The Company is not currently under any income tax examinations.

On April 30, 2024, the Internal Revenue Service (the “IRS”) notified the Company that the review of the Company’s 2017 and 2018 federal income tax returns was completed. As a result of the review, the Company’s fixed asset classification and related net operating losses for the respective tax years were adjusted and the Company recorded UTP payable until the historical filings were amended and submitted to the IRS. The Company filed the amended tax returns with the IRS such that no UTP remained as of December 31, 2024. As a result, the Company’s income tax provision for the year December 31, 2024 included a net tax benefit from the decrease in UTP payable, interest and penalties.

The following table summarizes the Company’s reconciliation of the beginning and ending unrecognized tax benefits:


	December 31,
(In thousands)	2024		2023
Balance – beginning of period	$	7,165	$	—
Tax positions related to current year additions	—		884
Additions for tax positions of prior years	—		6,281
Settlements	(7,165)		—
Balance – end of period	$	—	$	7,165

Note 10 – Employee Retirement and Benefit Plans

Defined contribution employee savings plans

The Company’s qualified defined contribution employee savings plan allows eligible participants to defer, within prescribed limits, up to 75% of their income on a pre-tax basis through a portion of their salary and accumulate tax-deferred earnings as a retirement fund. The Company contributed $0.5 million, $0.6 million and $0.5 million for the years ended December 31, 2024, 2023 and 2022, respectively, to its defined contribution employee savings plan. The Company’s contributions vest over a five-year period.

Pension plans

As of December 31, 2024, approximately 1,500 of the Company’s employees were members of various unions and covered by union-sponsored, collectively bargained, multiemployer health and welfare and defined benefit pension plans. The Company recorded $13.1 million, $11.9 million and $11.2 million in expenses for these plans for the years ended December 31, 2024, 2023 and 2022, respectively. The Company has no obligation to fund the plans beyond payments made based upon hours worked. The risks of participating in multiemployer plans are different from single-employer plans, including in the following aspects:

•Assets contributed to multiemployer plans by one employer may be used to provide benefits to employees of other participating employers;

•If a participating employer stops contributing to a multiemployer plan, the unfunded obligations of the multiemployer plan may be required to be borne by the remaining participating employers; and

•If an entity chooses to stop participating in some of its multiemployer plans, the entity may be required to pay those plans an amount based on the underfunded status of those plans, referred to as a “withdrawal liability.”

The Company considers the following multiemployer pension plans to be significant:

Pension Protection Zone Status (1)

FIR/RP Status Pending/Implemented

Surcharge Imposed

Expiration Date Of Collective-
Bargaining Agreement

Multiemployer Pension Plans

EIN/Plan Number

2023

2022

Central Pension Fund of the IUOE and Participating Employers

36-6052390-001

Green

3/31/2026

Southern Nevada Culinary and Bartenders Pension Plan

88-6016617-001

Green

9/30/2028

(1)The Pension Protection Act of 2006 requires plans that are certified as endangered (yellow) or critical (red) to develop and implement a funding improvement plan.

The Company’s cash contributions to each multiemployer pension and benefit plans are as follows:


	December 31,
(In thousands)	2024		2023		2022
Multiemployer pension plans
Central Pension Fund of the IUOE and Participating Employers	$	770	$	793	$	691
Southern Nevada Culinary and Bartenders Pension Plan	2,352		2,115		2,054
Other pension plans	154		164		168
Total contributions	$	3,276	$	3,072	$	2,913
Multiemployer benefit plans (excluding pension plans)
HEREIU Welfare Fund	$	9,030	$	8,268	$	8,007
All other	—		2		7
Total contributions	$	9,030	$	8,270	$	8,014

For the 2023 plan year, the latest period for which plan data is available, the Company made less than 5% of total contributions for all multiemployer pension plans to which the Company contributes.

Note 11 – Financial Instruments and Fair Value Measurements

Estimates of fair value for financial assets and liabilities are based on the framework established in the accounting guidance for fair value measurements. The framework defines fair value, provides guidance for measuring fair value and requires certain disclosures. The framework discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow) and the cost approach (cost to replace the service capacity of an asset or replacement cost). The framework utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

•Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

•Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

•Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.

Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Thus, assets and liabilities categorized as Level 3 may be measured at fair value using inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Management’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy levels.

Financial Instruments

The carrying values of the Company’s cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the short duration of these financial instruments.

The following table summarizes the fair value measurement of the Company’s long-term debt:


	December 31, 2024
(In thousands)	Carrying Amount		Fair Value		Fair Value Hierarchy
Term Loan B-1	$	394,000	$	393,508	Level 2
Revolving credit facility	20,000		19,700		Level 2
Finance lease liabilities	3,643		3,643		Level 3
Total debt	$	417,643	$	416,851


	December 31, 2023
(In thousands)	Carrying Amount		Fair Value		Fair Value Hierarchy
Term Loan B-1	$	398,000	$	399,493	Level 2
2026 Unsecured Notes	276,453		277,144		Level 2
Finance lease liabilities	1,691		1,691		Level 3
Notes payable	438		438		Level 3
Total debt	$	676,582	$	678,766

The estimated fair value of the Company’s term loan and outstanding borrowings under the Revolving Credit Facility is based on a relative value analysis performed as of December 31, 2024 and 2023. The finance lease liabilities and notes payable are fixed-rate debt, are not traded and do not have observable market inputs, therefore, the fair value is estimated to be equal to the carrying value.

Note 12 – Leases

Company as Lessee

The Company is a lessee under non-cancelable operating and finance leases for offices, taverns, land, vehicles, slot machines and equipment. In addition, prior to the sale of the Company’s distributed gaming operations, slot placement contracts in the form of space lease agreements at chain stores were accounted for as operating leases. The Company’s slot machine lease agreements with gaming equipment manufacturers were short-term in nature with the majority of such leases being under variable rent structure, with amounts determined based on the performance of the leased machines. Certain other short-term slot machine lease agreements were under fixed fee payment structure.

The leases have remaining lease terms of less than 1 year and up to 73 years, some of which include options to extend the leases for an additional 1 to 25 years. The Company’s equipment leases include options to terminate the lease with 30 day notice. The Company assesses the options to extend or terminate the lease using a threshold of reasonably certain. For leases the Company is reasonably certain to renew, those option periods are included within the lease term and, therefore, the measurement of the ROU asset and lease liability.

The Company’s lease agreements for land, buildings and taverns with lease and non-lease components are accounted for separately. The lease and non-lease components of certain vehicle and equipment leases are accounted for as a single lease component. The Company’s lease agreements do not contain any material residual value guarantees, restrictions or covenants.

Lease expense for arrangements with a fixed fee payment structure is recognized on a straight-line basis over the lease term. Lease expense for arrangements under a variable rent structure is recognized in the period in which the obligation for the payment is incurred.

The current and non-current obligations under finance leases are included in “Current portion of long-term debt and finance leases” and “Long-term debt, net and non-current finance leases” in the Company’s consolidated balance sheets, respectively. The finance leases relate to equipment for the Company’s casino properties and buildings for certain casino and branded tavern locations.

The components of lease expense were as follows:


		Year Ended December 31,
(In thousands)	Classification	2024		2023
Operating lease cost
Operating lease cost	Operating and SG&A expenses	$	20,486	$	50,118
Variable lease cost	Operating and SG&A expenses	14,861		12,612
Short-term lease cost	Operating and SG&A expenses	5,473		8,649
Total operating lease cost		$	40,820	$	71,379

Finance lease cost
Amortization of leased assets	Depreciation and amortization	$	1,562	$	475
Interest on lease liabilities	Interest expense, net	287		89
Total finance lease cost		$	1,849	$	564

Supplemental cash flow information related to leases was as follows:


	Year Ended December 31,
(In thousands)	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used under operating lease agreements	$	22,507	$	50,605
Operating cash flows used under finance lease agreements	191		87
Financing cash flows used under finance lease agreements	1,283		527

Supplemental balance sheet information related to leases was as follows:


	December 31,
(In thousands)	2024		2023
Operating leases
Operating lease right-of-use assets, gross (1)	$	92,784	$	92,481
Accumulated amortization (1)	(14,317)		(13,085)
Operating lease right-of-use assets, net	$	78,467	$	79,396

Current portion of operating leases (1)	$	15,128	$	13,745
Non-current operating leases(1)	78,328		81,325
Total operating lease liabilities	$	93,456	$	95,070

Finance leases
Property and equipment, gross	$	8,954	$	5,719
Accumulated depreciation	(4,932)		(3,594)
Property and equipment, net	$	4,022	$	2,125

Current portion of finance leases	$	1,308	$	158
Non-current finance leases	2,335		1,533
Total finance lease liabilities	$	3,643	$	1,691

(1)The Company made a short-term lease accounting policy election and does not recognize ROU assets or liabilities for operating leases with terms of 12 months or less.

The following presents additional information related to the Company’s leases as of December 31, 2024:


	December 31,
	2024		2023
Weighted average remaining lease term
Operating leases	8.9 years		7.3 years
Finance leases	3.6 years		23.5 years

Weighted average discount rate
Operating leases	6.4	%	6.3	%
Finance leases	3.9	%	6.8	%

Maturities of Lease Liabilities

As of December 31, 2024, maturities of lease liabilities were as follows:


(In thousands)	Operating Leases		Finance Leases		Total
2025	$	20,530	$	1,420	$	21,950
2026	18,792		1,420		20,212
2027	15,764		283		16,047
2028	12,994		182		13,176
2029	9,615		182		9,797
Thereafter	47,765		394		48,159
Total lease payments	125,460		3,881		129,341
Amount of interest	(32,004)		(238)		(32,242)
Present value of lease liabilities	$	93,456	$	3,643	$	97,099

As of December 31, 2024, the Company had two lease agreements related to the Nevada Taverns segment that had not commenced yet.

Company as Lessor

The Company leases space to third-party tenants under operating leases primarily for retail and food and beverage outlets within its casino properties. Golden also enters into operating lease agreements with certain equipment providers for placement of amusement devices, gaming machines and automated teller machines within its casino properties and branded taverns. The leases have remaining lease terms of one to ten years, some of which include options to extend the leases for an additional 1 to 15 years.

Lease payments from tenants generally include minimum base rent, adjusted for contractual escalations as applicable, and/or contingent rental clauses based on a percentage of net sales exceeding minimum base rent. The Company records revenue on a straight-line basis over the term of the lease and recognizes revenue for contingent rentals when the contingency has been resolved. The Company combines lease and non-lease components for the purpose of measuring lease revenue, which is recorded in “Other revenue” in the Company’s consolidated statements of operations.

Minimum and contingent operating lease income was as follows:


	Year Ended December 31,
(In thousands)	2024		2023		2022
Minimum rental income	$	8,014	$	8,234	$	7,380
Contingent rental income	2,810		3,298		4,071
Total rental income	$	10,824	$	11,532	$	11,451

Future minimum rent payments to be received under operating leases are as follows (in thousands):


Year Ending December 31,	Amount
2025	$	5,250
2026	4,265
2027	1,504
2028	1,000
2029	862
Thereafter	1,361
Total future minimum rent payments	$	14,242

Note 13 – Commitments and Contingencies

Participation Agreements

Prior to its sale, the Company’s distributed gaming operations included slot placement contracts in the form of participation agreements. Under participation agreements, the Company and the business location each held a state issued gaming license in order to be able to receive a percentage of gaming revenue earned on the Company’s slot machines. The business location retained a percentage of the gaming revenue generated from the Company’s slot machines. The Company was considered to be the principal in these arrangements and therefore, recorded its share of revenue generated under participation agreements on a gross basis with the business location’s share of revenue recorded as gaming expenses.

The aggregate contingent payments recognized by the Company as gaming expenses under participation agreements were $3.9 million, $192.7 million and $215.0 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Collective Bargaining Agreements

As of December 31, 2024, approximately 1,500 of the Company’s approximately 5,300 employees were covered by various collective bargaining agreements. The Company’s collective bargaining agreements expire between 2026 and 2028. The collective bargaining agreement with the Professional, Clerical and Miscellaneous Employees, Teamsters Local Union 986 (valet and warehouse) expired on March 31, 2024 and the collective bargaining agreement with the International Union of Security, Police, and Fire Professionals of America expired on February 28, 2025. The Company is in the process of negotiating extensions of both agreements. There can be no assurance that, upon the expiration of existing collective bargaining agreements, new agreements will be reached without union action or that any such new agreements will be on terms satisfactory to the Company.

Employment Agreements

The Company has entered into at-will employment agreements with certain of the Company’s executive officers. Under each employment agreement, in addition to the executive’s annual base salary, the executive is entitled to participate in the Company’s incentive compensation programs applicable to executive officers of the Company. The executive officers are also eligible to participate in all health benefits, insurance programs, pension and retirement plans and other employee benefit and compensation arrangements. Each executive officer is also provided with other benefits as set forth in his employment agreement. In the event of a termination without “cause” or a “constructive termination” of the Company’s executive officers (as defined in their respective employment agreements), the Company could be liable for estimated severance payments of up to $5.3 million for Blake L. Sartini, $3.4 million for Charles H. Protell and $2.2 million for Blake L. Sartini II (assuming each officer’s respective annual salary and health benefit costs as of December 31, 2024, subject to amounts in effect at the time of termination and excluding potential expense related to acceleration of stock options, RSUs and PSUs).

Legal Matters and Other

From time to time, the Company is involved in a variety of lawsuits, claims, investigations and other legal proceedings arising in the ordinary course of business, including proceedings concerning labor and employment matters, personal injury claims, breach of contract claims, commercial disputes, business practices, intellectual property, tax and other matters for which the Company records reserves. Although lawsuits, claims, investigations and other legal proceedings are inherently uncertain and their results cannot be predicted with certainty, the Company believes that the resolution of its currently pending matters should not have a material adverse effect on its business, financial condition, results of operations or liquidity. Regardless of the outcome, legal proceedings can have an adverse impact on the Company because of defense costs, diversion of management resources and other factors. In addition, it is possible that an unfavorable resolution of one or more such proceedings could in

the future materially and adversely affect the Company’s business, financial condition, results of operations or liquidity in a particular period.

Note 14 – Related Party Transactions

In November 2018, the Company entered into a lease agreement for office space in a building adjacent to the Company’s office headquarters building to be constructed and owned by a company 33% beneficially owned by Blake L. Sartini, 3% beneficially owned by Stephen A. Arcana, and 1.67% owned by each of Mr. Sartini’s three children (including Blake L. Sartini, II). Mr. Sartini serves as the Chairman of the Board and Chief Executive Officer of the Company and is co-trustee of The Blake L. Sartini and Delise F. Sartini Family Trust, which is a significant shareholder of the Company. Mr. Arcana serves as the Company’s Chief Development Officer. Mr. Sartini II serves as the Company’s Chief Operating Officer. The lease commenced in August 2020 and expires on December 31, 2030. The Company incurred rent expense of $0.3 million for each of the years ended December 31, 2024, 2023 and 2022.

A portion of the Company’s office headquarters building is sublet to Sartini Enterprises, Inc., a company controlled by Mr. Sartini. Rental income during each of the years ended December 31, 2024, 2023 and 2022 for the sublet portion of the office headquarters building was less than $0.1 million. No amount was owed to the Company under such sublease as of December 31, 2024 and 2023.

From time to time, the Company’s executive officers and employees use a private aircraft leased to Sartini Enterprises, Inc. for Company business purposes pursuant to aircraft time-sharing, co-user and various cost-sharing agreements between the Company and Sartini Enterprises, Inc., all of which have been approved by the Audit Committee of the Board of Directors. The aircraft time-sharing, co-user and cost-sharing agreements specify the maximum expense reimbursement that Sartini Enterprises, Inc. can charge the Company under the applicable regulations of the Federal Aviation Administration for the use of the aircraft and the flight crew. Such costs include fuel, landing fees, hangar and tie-down costs away from the aircraft’s operating base, flight planning and weather contract services, crew costs and other related expenses. The Company’s compliance department reviews the cost-sharing arrangements and reimbursements on a regular basis. On August 6, 2024, the Audit Committee of the Board of Directors approved an amendment to the aircraft time-sharing, co-user and cost-sharing agreement in connection with Sartini Enterprises, Inc.’s purchase of the aircraft. The terms and conditions of the amendment are materially consistent with the original agreement. The Company incurred $0.1 million, $0.3 million and $0.6 million under the aircraft time-sharing, co-user and various cost-sharing agreements with Sartini Enterprises, Inc. for the years ended December 31, 2024, 2023 and 2022, respectively. The Company was owed $0.1 million under such agreements as of December 31, 2024 and 2023.

On May 18, 2022 and November 23, 2022, the Company repurchased 210,000 and 263,418 shares of its common stock, respectively, from Anthony A. Marnell III, a former non-employee member of the Company’s Board of Directors, pursuant to its share repurchase program. The repurchase prices were $42.61 and $41.35 per share, respectively, resulting in charges to accumulated deficit of $8.9 million and $10.9 million, respectively. All of the share repurchase transactions were approved by the Audit Committee of the Board of Directors prior to being executed.

Note 15 – Segment Information

The Company’s management views each of its casino properties located in Las Vegas, the casino properties located in Laughlin and Pahrump and its branded taverns as an operating segment. Operating segments are aggregated based on their similar economic characteristics, types of customers, types of services and products provided, and their management and reporting structure. The Company has aggregated its operating segments into three reportable segments: Nevada Casino Resorts, Nevada Locals Casinos and Nevada Taverns.

The Nevada Casino Resorts segment is comprised of destination casino resort properties offering a variety of food and beverage outlets, entertainment venues and other amenities. The casino resort properties in this segment cater primarily to a regional drive-in customer base seeking a value-oriented vacation experience, with guests typically traveling from Southern California or Arizona. The Company’s casino resort properties in Nevada have a significantly larger number of hotel rooms compared to the other casino properties in its portfolio. While hotel stays at these casino resorts are typically longer, the overall frequency of visitation from guests is lower when compared to the Nevada Locals Casinos.

The Nevada Locals Casinos segment is comprised of casino properties that cater to local customers who generally live within a five-mile radius of these properties. The Company’s locals casino properties typically experience a higher frequency of customer visits compared to its casino resort properties, with many of the customers visiting the Company’s Nevada Locals Casinos on a weekly basis. The casino properties within this reportable segment have a limited number or no hotel rooms and offer fewer food and beverage outlets or other amenities, with revenues primarily generated from slot machine play.

The Nevada Taverns segment is comprised of branded tavern locations that offer a casual, upscale environment catering to local patrons offering superior food, craft beer and other alcoholic beverages and are typically limited to 15 slot machines. Prior to the sale of the Company’s distributed gaming operations in Nevada, the Company owned and operated the slot machines located within each tavern. Following the sale, slot machines at the Company’s branded tavern locations are owned and operated by the independent third-party that acquired the distributed gaming operations from the Company. Accordingly, the Company typically receives a large percentage of the gaming revenue from the tavern slot machines in exchange for allowing the independent third-party to place the slot machines in the taverns.

As discussed in “Note 1 — Nature of Business and Basis of Presentation” and “Note 3 — Divestitures,” the Company completed the sales of Rocky Gap and its distributed gaming operations in Montana and Nevada on July 25, 2023, September 13, 2023 and January 10, 2024, respectively. Prior to its sale, the operations of Rocky Gap were presented in the Company’s Maryland Casino Resort reportable segment. Prior to its sale, the results of the distributed gaming operations in Montana were combined with the results of the distributed gaming operations in Nevada and presented in the Company’s Distributed Gaming reportable segment. Accordingly, the segment expense categories for the reportable segments divested in 2023 and 2024 were not material in 2024, or the year of adoption of the ASU No. 2023-07 discussed in “Note 1 — Nature of Business and Basis of Presentation,” and thus, were not presented separately in the tables below.

The Corporate and Other category includes certain unallocated corporate overhead costs not easily allocable to reportable segments as to do so would not be practical.

The Company presents Adjusted EBITDA in its segment disclosures because it is the primary metric used by the Company’s chief operating decision maker in measuring both the Company’s past and future expectations of performance and it is the metric the Company’s annual performance plan used to determine compensation of its executive officers and employees is tied to. Adjusted EBITDA represents each segment’s earnings before depreciation and amortization, non-cash lease benefit or expense, share-based compensation expense, gain or loss on disposal of assets and businesses, loss on debt extinguishment and modification, preopening and related expenses, impairment of assets, interest, income taxes, and other non-cash charges that are deemed to be not indicative of the Company’s core operating results, calculated before corporate overhead.

The function of the chief operating decision maker (“CODM”) is currently performed by the Company’s Chief Executive Officer and Chairman of the Company’s Board of Directors. The CODM assesses performance of each reportable segment and decides how to allocate resources based on the monthly review of the budget-to-actual and current period versus prior year comparable period Adjusted EBITDA results.

The Company’s revenues, significant expenses and Adjusted EBITDA by reportable segment and reconciliation of the total of the Company’s consolidated Adjusted EBITDA to the Company’s consolidated net income determined in accordance with GAAP are presented in the table below:


	Year Ended December 31, 2024
(In thousands)	Nevada Casino Resorts		Nevada Locals Casinos		Nevada Taverns		Distributed Gaming (1)		Total Reportable Segments		Corporate and Other		Consolidated
Revenues
Gaming	$	155,472	$	106,531	$	51,283	$	5,981	$	319,267	$	—	$	319,267
Food and beverage	95,082		26,669		50,157		17		171,925		—		171,925
Rooms	109,941		9,624		—		—		119,565		—		119,565
Other (2)	38,644		8,148		8,283		21		55,096		965		56,061
Total revenues	399,139		150,972		109,723		6,019		665,853		965		666,818
Segment (expenses) income
Payroll and related	(156,550)		(37,951)		(27,759)		—		(222,260)		—		(222,260)
Operating expenses	(121,361)		(38,837)		(39,305)		—		(199,503)		—		(199,503)
Cost of sales	(22,437)		(8,657)		(15,166)		—		(46,260)		—		(46,260)
Other segment items (3) (4) (5)	4,547		977		(356)		(5,535)		(367)		(43,053)		(43,420)
Adjusted EBITDA	$	103,338	$	66,504	$	27,137	$	484	$	197,463	$	(42,088)	$	155,375
Adjustments
Depreciation and amortization													(90,034)
Non-cash lease benefit													380
Share-based compensation													(10,434)
Gain on disposal of assets													213
Gain on sale of businesses													69,238
Loss on debt extinguishment and modification													(4,446)
Preopening and related expenses													(508)
Impairment of assets													(2,399)
Other, net													(9,707)
Interest expense, net													(34,884)
Income before income tax provision													72,794
Income tax provision													(22,063)
Net income													$	50,731

(1) Relates to the distributed gaming operations in Nevada sold on January 10, 2024.

(2) Includes lease revenue accounted for under ASC 842 for the arrangements in which the Company is a lessor. Refer to “Note 2 — Summary of Significant Accounting Policies” and “Note 12 — Leases” for details.

(3) Other segment items for each reportable segment included the following items:

•Nevada Casino Resorts — expenses included depreciation and amortization, non-cash lease benefit, share-based compensation, loss on disposal of assets, interest expense, and other non-cash charges that are deemed to be not indicative of the Company’s core operating results.

•Nevada Locals Casinos — expenses included depreciation and amortization, non-cash lease expense, gain on disposal of assets, impairment of assets, interest expense, and other non-cash charges that are deemed to be not indicative of the Company’s core operating results.

•Nevada Taverns — expenses included depreciation and amortization, non-cash lease benefit, loss on disposal of assets, interest expense, preopening expenses, and other non-cash charges that are deemed to be not indicative of the Company’s core operating results.

(4) Other segment items for the Distributed Gaming reportable segment divested in 2024 for the period of January 1, 2024 - January 10, 2024 included payroll and related, operating expenses, cost of sales and interest expense.

(5) Other segment items in Corporate and Other included payroll and related, operating expenses, depreciation and amortization, non-cash lease expense, share-based compensation, gain on disposal of assets, gain on sale of businesses, loss on debt extinguishment and modification, interest expense and other non-cash charges that are deemed to be not indicative of the Company’s core operating results.


	Year Ended December 31, 2023
(In thousands)	Nevada Casino Resorts		Nevada Locals Casinos		Nevada Taverns		Distributed Gaming		Maryland Casino Resort		Total Reportable Segments		Corporate and Other		Consolidated
Revenues
Gaming	$	160,371	$	112,772	$	52,817	$	315,182	$	33,159	$	674,301	$	—	$	674,301
Food and beverage	98,748		26,372		51,642		765		4,881		182,408		—		182,408
Rooms	109,996		10,331		—		—		4,322		124,649		—		124,649
Other (1)	43,943		7,960		4,756		4,733		1,094		62,486		9,305		71,791
Total revenues	413,058		157,435		109,215		320,680		43,456		1,043,844		9,305		1,053,149
Segment (expenses) income
Payroll and related	(147,730)		(36,884)		(25,052)		—		—		(209,666)		—		(209,666)
Operating expenses	(125,385)		(39,278)		(36,102)		—		—		(200,765)		—		(200,765)
Cost of sales	(22,531)		(8,545)		(15,447)		—		—		(46,523)		—		(46,523)
Other segment items (2) (3) (4)	2,844		1,118		68		(286,135)		(30,804)		(312,909)		(60,764)		(373,673)
Adjusted EBITDA	$	120,256	$	73,846	$	32,682	$	34,545	$	12,652	$	273,981	$	(51,459)	$	222,522
Adjustments
Depreciation and amortization															(88,933)
Non-cash lease benefit															15
Share-based compensation															(13,476)
Gain on disposal of assets															228
Gain on sale of businesses															303,179
Loss on debt extinguishment and modification															(1,734)
Preopening and related expenses															(760)
Impairment of assets															(12,072)
Other, net															(11,491)
Interest expense, net															(65,515)
Income before income tax provision															331,963
Income tax provision															(76,207)
Net income															$	255,756

(1) Includes lease revenue accounted for under ASC 842 for the arrangements in which the Company is a lessor. Refer to “Note 2 — Summary of Significant Accounting Policies” and “Note 12 — Leases” for details.

(2) Other segment items for each reportable segment included the following expenses:

•Nevada Casino Resorts — expenses included depreciation and amortization, non-cash lease benefit, gain on disposal of assets, interest expense, impairment of assets, preopening expenses, and other non-cash charges that are deemed to be not indicative of the Company’s core operating results.

•Nevada Locals Casinos — expenses included depreciation and amortization, non-cash lease expense, gain on disposal of assets, interest expense, preopening expenses, and other non-cash charges that are deemed to be not indicative of the Company’s core operating results.

(3) Other segment items for the reportable segments divested in 2023:

•Distributed Gaming — expenses included payroll and related, operating expenses, depreciation and amortization, non-cash lease expense, gain on disposal of assets, interest expense and other non-cash charges that are deemed to be not indicative of the Company’s core operating results.

•Maryland Casino Resort — expenses included payroll and related, operating expenses, interest expense and other non-cash charges that are deemed to be not indicative of the Company’s core operating results.

(4) Other segment items in Corporate and Other included payroll and related, operating expenses, depreciation and amortization, non-cash lease expense, share-based compensation, gain on sale of businesses, loss on debt extinguishment and modification, interest expense and other non-cash charges that are deemed to be not indicative of the Company’s core operating results.


	Year Ended December 31, 2022
(In thousands)	Nevada Casino Resorts		Nevada Locals Casinos		Nevada Taverns		Distributed Gaming		Maryland Casino Resort		Total Reportable Segments		Corporate and Other		Consolidated
Revenues
Gaming	$	175,014	$	114,388	$	53,619	$	358,332	$	59,553	$	760,906	$	—	$	760,906
Food and beverage	89,424		25,219		51,564		716		8,440		175,363		—		175,363
Rooms	104,375		10,162		—		—		7,787		122,324		—		122,324
Other (1)	38,137		7,745		4,782		6,424		2,230		59,318		3,808		63,126
Total revenues	406,950		157,514		109,965		365,472		78,010		1,117,911		3,808		1,121,719
Segment (expenses) income
Payroll and related	(137,259)		(36,778)		(23,380)		—		—		(197,417)		—		(197,417)
Operating expenses	(113,559)		(36,425)		(33,133)		—		—		(183,117)		—		(183,117)
Cost of sales	(22,110)		(8,594)		(15,879)		—		—		(46,583)		—		(46,583)
Other segment items (2) (3) (4)	1,082		131		37		(321,451)		(52,627)		(372,828)		(54,694)		(427,522)
Adjusted EBITDA	$	135,104	$	75,848	$	37,610	$	44,021	$	25,383	$	317,966	$	(50,886)	$	267,080
Adjustments
Depreciation and amortization															(100,123)
Non-cash lease expense															(165)
Share-based compensation															(13,433)
Loss on disposal of assets															(934)
Loss on debt extinguishment and modification															(1,590)
Preopening and related expenses															(161)
Other, net															(4,317)
Interest expense, net															(63,490)
Income before income tax provision															82,867
Income tax provision															(521)
Net income															$	82,346

(2) Other segment items for each reportable segment included the following items:

•Nevada Casino Resorts — expenses included depreciation and amortization, non-cash lease benefit, loss on disposal of assets, interest expense, preopening expenses, and other non-cash charges that are deemed to be not indicative of the Company’s core operating results.

•Nevada Locals Casinos — expenses included depreciation and amortization, non-cash lease expense, loss on disposal of assets, interest expense, and other non-cash charges that are deemed to be not indicative of the Company’s core operating results.

•Nevada Taverns — expenses included depreciation and amortization, non-cash lease expense, loss on disposal of assets, interest expense, preopening expenses, and other non-cash charges that are deemed to be not indicative of the Company’s core operating results.

(3) Other segment items for the reportable segments divested in 2023 and 2024 included the following expenses:

•Distributed Gaming — expenses included payroll and related, operating expenses, depreciation and amortization, non-cash lease expense, gain on disposal of assets, interest expense, and other non-cash charges that are deemed to be not indicative of the Company’s core operating results.

•Maryland Casino Resort — expenses included payroll and related, operating expenses, depreciation and amortization, non-cash lease benefit, interest expense, and other non-cash charges that are deemed to be not indicative of the Company’s core operating results.

(4) Other segment items in Corporate and Other included payroll and related, operating expenses, depreciation and amortization, non-cash lease expense, share-based compensation, loss on debt extinguishment and modification, interest expense and other non-cash charges that are deemed to be not indicative of the Company’s core operating results.

Assets

The Company’s assets by segment consisted of the following amounts:


(In thousands)	Nevada Casino Resorts		Nevada Locals Casinos		Nevada Taverns		Distributed Gaming		Total Reportable Segments		Corporate and Other		Consolidated
Balance at December 31, 2024	$	714,907	$	158,864	$	151,633	$	—	$	1,025,404	$	54,502	$	1,079,906

Balance at December 31, 2023	$	758,622	$	160,059	$	148,250	$	204,271	$	1,271,202	$	181,081	$	1,452,283

Capital Expenditures

The Company’s capital expenditures by segment consisted of the following amounts:


(In thousands)	Nevada Casino Resorts (1)		Nevada Locals Casinos (2)		Nevada Taverns (3)		Distributed Gaming (4)		Maryland Casino Resort		Total Reportable Segments		Corporate and Other (5)		Consolidated
For the year ended December 31, 2024	$	29,012	$	11,648	$	4,744	$	240	$	—	$	45,644	$	4,256	$	49,900

For the year ended December 31, 2023	$	60,441	$	5,691	$	3,369	$	9,537	$	435	$	79,473	$	6,404	$	85,877

For the year ended December 31, 2022	$	26,347	$	4,035	$	2,712	$	9,146	$	1,878	$	44,118	$	7,301	$	51,419

(1)Capital expenditures in the Nevada Casino Resorts segment excluded non-cash purchases of property and equipment of $1.2 million, $1.0 million, and $5.0 million as of December 31, 2024, 2023, and 2022, respectively.

(2)Capital expenditures in the Nevada Locals Casinos segment excluded non-cash purchases of property and equipment of $0.3 million and $0.1 million as of December 31, 2024 and 2022, respectively.

(3)Capital expenditures in the Nevada Taverns segment excluded non-cash purchases of property and equipment of $0.2 million, $0.7 million and $0.2 million as of December 31, 2024, 2023 and 2022, respectively.

(4)Capital expenditures in the Distributed Gaming segment excluded non-cash purchases of property and equipment of $0.2 million as of December 31, 2023.

(5)Capital expenditures for Corporate and Other excluded non-cash purchases of property and equipment of $0.3 million as of December 31, 2024 and 2023, and $0.1 million as of December 31, 2022.

Note 16 – Subsequent Events

The Company’s management evaluates subsequent events through the date of issuance of the consolidated financial statements.

As discussed in “Note 8 — Shareholders’ Equity and Stock Incentive Plans,” subsequent to the fiscal year end, on February 25, 2025, the Company’s Board of Directors authorized its next recurring quarterly cash dividend of $0.25 per share of the Company’s common stock payable on April 2, 2025 to shareholders of record as of March 21, 2025.

There were no additional subsequent events that occurred after December 31, 2024 but prior to the date of issuance of the consolidated financial statements that would require adjustment to or disclosure in the consolidated financial statements as of December 31, 2024.

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1) Golden Entertainment, Inc. Consolidated Financial Statements (including related notes to Consolidated Financial Statements) filed in Part II of this report are listed below:


Reports of Independent Registered Public Accounting Firms
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Shareholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements

(a)(2) Schedule II – Valuation and Qualifying Accounts

We have omitted all other financial statement schedules because they are not required or are not applicable, or the required information is shown in the consolidated financial statements or notes to the consolidated financial statements.

GOLDEN ENTERTAINMENT, INC.

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

(In thousands)


	Balance –Beginning of Period		Increase		Decrease		Balance – End of Period
Deferred income tax valuation allowance:
Year Ended December 31, 2024	$	—	$	—	$	—	$	—
Year Ended December 31, 2023	5,680		—		(5,680)		—
Year Ended December 31, 2022	30,783		—		(25,103)		5,680

(a)(3) Exhibits:

Incorporated by Reference

Filed or Furnished Herewith

Exhibit
Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

2.1

Equity Purchase Agreement, dated August 24, 2022, by and among Lakes Maryland Development, LLC, a Minnesota limited liability company, Century Casinos, Inc., a Delaware Corporation, VICI Properties, L.P., a Delaware limited partnership, and Golden Entertainment, Inc.

8-K

000-24993

2.1

8/25/2022

2.2

Real Estate Purchase Agreement, dated as of August 24, 2022, by and between Evitts Resort, LLC and VICI Properties L.P.

8-K

000-24993

2.2

8/25/2022


		Incorporated by Reference				Filed or Furnished Herewith
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date
2.3	Membership Interest Purchase Agreement (Montana), dated as of March 3, 2023, by and among J&J Ventures Gaming of Montana, LLC, Golden Holdings, Inc., Golden Entertainment, Inc. and J&J Ventures Gaming, LLC.	8-K	000-24993	2.1	3/6/2023

2.4	Membership Interest Purchase Agreement (Nevada), dated as of March 3, 2023, by and among J&J Ventures Gaming of Nevada, LLC, Golden Gaming, LLC and Golden Entertainment, Inc.	8-K	000-24993	2.2	3/6/2023

3.1	Amended and Restated Articles of Incorporation of Golden Entertainment, Inc.	8-K	000-24993	3.1	8/4/2015

3.2	Ninth Amended and Restated Bylaws of Golden Entertainment, Inc.	10-Q	000-24993	3.1	11/7/2022

4.1	Description of Registered Securities	10-K	000-24993	4.3	3/13/2020

10.1	First Lien Credit Agreement, dated as of October 20, 2017, by and among Golden Entertainment, Inc. (as borrower), the subsidiaries of Golden Entertainment, Inc. party thereto, JPMorgan Chase Bank, N.A. (as administrative agent and collateral agent) and the other lenders party thereto.	8-K	000-24993	10.3	10/23/2017

10.1.1	Incremental Joinder Agreement No. 1, dated as of June 11, 2018, by and among Golden Entertainment, Inc. (as borrower), the subsidiaries of Golden Entertainment, Inc. party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A. (as administrative agent)	8-K	000-24993	10.1	6/12/2018

10.1.2	Incremental Joinder Agreement No. 2, dated as of November 8, 2018, by and among Golden Entertainment, Inc. (as borrower), the subsidiaries of Golden Entertainment, Inc. party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A. (as administrative agent).	10-Q	000-24993	10.1	11/9/2018

10.1.3	Incremental Joinder Agreement No. 3 and First Amendment to First Lien Credit Agreement, dated as of October 12, 2021, by and among Golden Entertainment, Inc. (as the borrower), the subsidiaries of Golden Entertainment, Inc. party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A. (as administrative agent).	8-K	000-24993	10.1	10/14/2021

10.1.4	Second Amendment to First Lien Credit Agreement, dated as of May 26, 2023, by and among Golden Entertainment, Inc. (as the borrower), the subsidiaries of Golden Entertainment, Inc. party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A. (as administrative agent).	8-K	000-24993	10.1	5/26/2023

10.1.5	Third Amendment to the First Lien Credit Agreement, dated as of May 29, 2024, by and among Golden Entertainment, Inc. (as borrower), the subsidiaries of Golden Entertainment, Inc. party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A. (as administrative agent).	8-K	000-24993	10.1	5/29/2024

Incorporated by Reference

Filed or Furnished Herewith

Exhibit
Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

10.2

Amended and Restated Ground Lease by and between Evitts Resort, LLC and the State of Maryland to the use of the Department of Natural Resources, effective August 3, 2012.

8-K

000-24993

10.2

8/9/2012

10.3

Registration Rights Agreement, dated as of July 31, 2015, by and between Golden Entertainment, Inc. and The Blake L. Sartini and Delise F. Sartini Family Trust

8-K

000-24993

10.2

8/4/2015

10.4

Noncompetition agreement, dated as of July 31, 2015, between Golden Entertainment, Inc. and Blake L. Sartini

8-K

000-24993

10.4

8/4/2015

10.5#

Employment Agreement, dated as of October 1, 2015, by and between Golden Entertainment, Inc. and Blake Sartini

8-K

000-24993

10.1

10/5/2015

10.5.1#

First Amendment to Employment Agreement, dated as of February 9, 2016, by and between Golden Entertainment, Inc. and Blake L. Sartini

10-K

000-24993

10.11.1

3/14/2016

10.5.2#

Second Amendment to Employment Agreement, dated as of March 14, 2018, by and between Golden Entertainment, Inc. and Blake L. Sartini

10-Q

000-24993

10.1

5/10/2018

10.5.3#

Third Amendment to Employment Agreement, dated as of May 3, 2022, by and between Golden Entertainment, Inc. and Blake L. Sartini

10-Q

000-24993

10.1

5/6/2022

10.6#

Employment Agreement, dated as of November 15, 2016, by and between Golden Entertainment, Inc. and Charles Protell

8-K

000-24993

10.2

11/17/2016

10.6.1#

First Amendment to Employment Agreement, dated as of March 10, 2017, by and between Golden Entertainment, Inc. and Charles Protell

10-K

000-24993

10.12.1

3/16/2017

10.6.2#

Second Amendment to Employment Agreement, dated as of March 14, 2018, by and between Golden Entertainment, Inc. and Charles Protell

10-Q

000-24993

10.3

5/10/2018

10.6.3#

Third Amendment to Employment Agreement, dated as of August 5, 2019, by and between Golden Entertainment, Inc. and Charles Protell

10-Q

000-24993

10.1

11/8/2019

10.6.4#

Fourth Amendment to Employment Agreement, dated as of May 3, 2022, by and between Golden Entertainment, Inc. and Charles H. Protell

10-Q

000-24993

10.2

5/6/2022

10.7#

Second Amended and Restated Employment Agreement, dated as of March 20, 2024, by and between Golden Entertainment and Blake L. Sartini II

10-Q

000-24993

10.1

5/9/2024

10.8#

2007 Amended and Restated Stock Option and Compensation Plan

DEF 14A

000-24993

Appendix D

6/24/2009

10.8.1#

Form of Lakes Entertainment, Inc. Non-Qualified Stock Option Agreement (Employees)

10-K

000-24993

10.16.1

3/14/2016

10.8.2#

Form of Lakes Entertainment, Inc. Option Agreement (Directors)

10-K

000-24993

10.16.2

3/14/2016

10.8.3#

Form of Stock Option Grant Notice and Stock Option Award Agreement

8-K

000-24993

10.5

11/17/2016

Incorporated by Reference

Filed or Furnished Herewith

Exhibit
Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

10.9#

Golden Entertainment, Inc. 2015 Incentive Award Plan

8-K

000-24993

10.1

9/2/2015

10.9.1#

Form of Stock Option Grant Notice and Stock Option Agreement

8-K

000-24993

10.2

9/2/2015

10.9.2#

Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement

8-K

000-24993

10.4

11/17/2016

10.9.3#

Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement (time-based awards)

10-Q

000-24993

10.5

5/10/2018

10.9.4#

Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement (LTIP awards)

10-Q

000-24993

10.6

5/10/2018

10.10#

Golden Entertainment, Inc. Non-Employee Director Compensation Program

10-Q

000-24993

10.2

8/9/2018

Golden Entertainment, Inc. Insider Trading Compliance Policy and Procedures Updated May 2024

10-K

000-24993

2/28/2025

21.1

Subsidiaries of Golden Entertainment, Inc.

10-K

000-24993

21.1

2/28/2025

23.1

Consent of Independent Registered Public Accounting Firm (Deloitte)

10-K

000-24993

23.1

2/28/2025

23.2

Consent of Independent Registered Public Accounting Firm (Ernst & Young, LLP)

10-K

000-24993

23.2

2/28/2025

31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

√

31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

√

32.1

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

√

Golden Entertainment, Inc. Policy for Recovery of Erroneously Awarded Compensation

10-K

000-24993

2/29/2024

101.INS

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document

√

101.SCH

Inline XBRL Taxonomy Extension Schema

√

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

√

101.DEF

Inline XBRL Taxonomy Extension Calculation Definition Document

√

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

√

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

√

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

√

# Management contract or compensatory plan or arrangement in which one or more executive officers or directors participates

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Dated: April 25, 2025	GOLDEN ENTERTAINMENT, INC.
	Registrant

	By:	/s/ BLAKE L. SARTINI
		Blake L. Sartini
		Chairman of the Board and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of April 25, 2025.


Name						Title

/s/ BLAKE L. SARTINI						Chairman of the Board and Chief Executive Officer
Blake L. Sartini						(Principal Executive Officer)

/s/ CHARLES H. PROTELL						President and Chief Financial Officer
Charles H. Protell						(Principal Financial Officer)

/s/ THOMAS E. HAAS						Senior Vice President of Accounting
Thomas E. Haas						(Principal Accounting Officer)

/s/ ANDY H. CHIEN						Director
Andy H. Chien

/s/ ANN D. DOZIER						Director
Ann D. Dozier

/s/ MARK A. LIPPARELLI						Director
Mark A. Lipparelli

/s/ TERRENCE L. WRIGHT						Director
Terrence L. Wright