NEW ROYAL HOLDCO I INC.

Golden Entertainment, Inc. owns and operates 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 and 72 branded taverns targeting local patrons located primarily in the greater Las Vegas, Nevada metropolitan area. The company operates in the highly competitive casino, hotel and hospitality industry, competing with numerous casinos and casino-hotels of varying quality and size in its markets, as well as non-gaming resorts and other entertainment businesses. Many regional and national competitors have greater brand recognition and significantly greater resources than Golden. The expansion of casino gaming in or near any geographic area from which the company attracts customers, including legalized casino gaming in neighboring states and on Native American land, could have a significant adverse effect on the business. The company also faces ever-increasing competition from online gaming, including mobile gaming applications, state-sponsored lotteries, card clubs, sportsbook facilities, fantasy sports websites and other forms of legalized gaming.

The company's primary competitors are numerous casinos and casino-hotels of varying quality and size in its markets, as well as other non-gaming resorts and vacation destinations. Many of Golden's regional and national competitors have greater brand recognition and significantly greater resources. The company's competitive advantages include its True Rewards loyalty program, which had approximately 560,000 ¹ active players in its marketing database as of December 31, 2025, designed to encourage repeat business at its casino properties and branded taverns. The company also holds a patent in the United States related to player tracking systems. With respect to branded taverns, the company faces competition from other operators of casinos, taverns and other entertainment venues. The company's tavern patrons are typically younger than traditional casino customers, which diversifies its customer demographic.

The company generates revenue through three reportable segments: Nevada Casino Resorts, Nevada Locals Casinos and Nevada Taverns. Casino gaming revenues are the aggregate of gaming wins and losses, with commissions rebated to premium players recorded as a reduction to casino gaming revenues. The company also generates revenue from food and beverage, rooms, and other sources including rental income from retail tenants and entertainment sales. Following the sale of its 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 to the company, with the company recognizing gaming revenue on a net basis as an agent. The company offers its True Rewards loyalty program at all casino properties and branded tavern locations, where members earn points based on gaming activity and food and beverage purchases redeemable for slot play, promotional table game chips, cash back, entertainment and food and beverage purchases. All points earned are consolidated into a single account balance redeemable at all locations.

The Nevada Casino Resorts reportable segment is comprised of destination casino resort properties offering a variety of food and beverage outlets, entertainment venues and other amenities, catering primarily to a regional drive-in customer base seeking a value-oriented vacation experience. This segment includes The STRAT Hotel, Casino & Tower, which has an 80,000 ² square foot casino, 782 ³ slot machines, 31 ⁴ table games, and 2,429 ⁵ hotel rooms; the Aquarius Casino Resort with a 69,750 ⁶ square foot casino, 1,007 ⁷ slot machines, 29 ⁸ table games, and 1,905 ⁹ hotel rooms; and the Edgewater Casino Resort with a 69,042 ¹⁰ square foot casino, 657 ¹¹ slot machines, and 1,037 ¹² hotel rooms. The operations of Colorado Belle Casino Resort have remained suspended since March 2020 and the company voluntarily surrendered its gaming license for the property on June 30, 2023. For the year ended December 31, 2025, this segment generated total revenues of $375.641 million ¹³ and Adjusted EBITDA of $92.398 million ¹⁴ with an Adjusted EBITDA Margin of 25% ¹⁵.

The Nevada Locals Casinos reportable segment is comprised of casino properties that cater to local customers who generally live within a five-mile radius of the properties, experiencing higher frequency of customer visits compared to casino resort properties. This segment includes Arizona Charlie's Boulder with a 41,969 ¹⁶ square foot casino, 575 ¹⁷ slot machines, and 303 ¹⁸ hotel rooms; Arizona Charlie's Decatur with a 67,360 ¹⁹ square foot casino, 677 ²⁰ slot machines, 9 ²¹ table games, and 259 ²² hotel rooms; Gold Town Casino with a 10,000 ²³ square foot casino and 131 ²⁴ slot machines; Lakeside Casino & RV Park with an 11,009 ²⁵ square foot casino and 204 ²⁶ slot machines; and Pahrump Nugget Hotel Casino with a 22,528 ²⁷ square foot casino, 341 ²⁸ slot machines, 9 ²⁹ table games, and 69 ³⁰ hotel rooms. For the year ended December 31, 2025, this segment generated total revenues of $150.917 million ³¹ and Adjusted EBITDA of $67.913 million ³² with an Adjusted EBITDA Margin of 45% ³³. The Nevada Taverns reportable segment is comprised of 72 ³⁴ branded tavern locations in Nevada offering over 1,100 ³⁵ onsite slot machines, with brands including PT's Gold, PT's Pub, PT's Ranch, PT's Place, Sierra Gold, Sierra Junction, Sean Patrick's, Lucky's, Great American Pub and SG Bar. For the year ended December 31, 2025, this segment generated total revenues of $107.199 million ³⁶ and Adjusted EBITDA of $25.211 million ³⁷ with an Adjusted EBITDA Margin of 24% ³⁸.

On November 6, 2025, the company entered into a definitive agreement to sell its operating assets to Blake L. Sartini, the Chairman of the Board of Directors and Chief Executive Officer of Golden, and affiliates, and seven of its casino real estate assets to VICI Properties Inc. Pursuant to the agreement, Golden shareholders will receive consideration at a fixed exchange ratio of 0.902 ³⁹ shares of VICI common stock for the sale of the seven casino real estate assets to VICI and a cash dividend of $2.75 ⁴⁰ per share of Golden common stock to be paid to shareholders of record as of the closing of the Sale Transaction. In conjunction with the transaction, VICI will assume and repay up to $426 million ⁴¹ of the outstanding debt under the company's senior secured credit facilities and will enter into a master lease agreement with a newly formed entity that will be owned and controlled by Blake Sartini. The Sale Transaction, which is expected to close in mid 2026, is subject to customary closing conditions, including the receipt of regulatory approvals and approval by a majority of Golden shareholders. The company completed the sales of Rocky Gap Casino Resort on July 25, 2023 for aggregate cash consideration of $260.0 million ⁴², its distributed gaming operations in Montana on September 13, 2023 for cash consideration of $109.0 million ⁴³ plus working capital and other adjustments, and its distributed gaming operations in Nevada on January 10, 2024 for cash consideration of $213.5 million ⁴⁴ plus working capital and other adjustments. The company acquired the operations of Lucky's Lounge & Restaurant, comprised of four tavern locations in Nevada, for cash consideration of $10.0 million ⁴⁵ on November 21, 2023, and the operations of Great American Pub, comprised of two tavern locations in Nevada, for cash consideration of $7.3 million ⁴⁶ on April 22, 2024. The company repurchased 788,000 ⁴⁷ shares of common stock for $22.253 million ⁴⁸ during the year ended December 31, 2025. Commencing in February 2024, the Board of Directors has declared a recurring quarterly cash dividend of $0.25 ⁴⁹ per share of common stock.

For the fiscal year ended December 31, 2025, total revenues were $634.911 million ⁵⁰, a decrease of $31.9 million ⁵¹ or 5% ⁵² compared to $666.818 million ⁵³ in the prior year. Net loss was $6.043 million ⁵⁴ compared to net income of $50.731 million ⁵⁵ in the prior year. Diluted loss per share was $0.23 ⁵⁶ compared to diluted earnings per share of $1.71 ⁵⁷ in the prior year. Operating income was $21.531 million ⁵⁸ compared to $112.124 million ⁵⁹ in the prior year. Total Adjusted EBITDA was $140.033 million ⁶⁰ compared to $155.375 million ⁶¹ in the prior year. The decrease in revenues was driven by decreases of $3.1 million ⁶², $9.0 million ⁶³, $14.5 million ⁶⁴, and $5.3 million ⁶⁵ in gaming, food and beverage, rooms, and other revenues, respectively. Net cash provided by operating activities was $83.062 million ⁶⁶ compared to $92.344 million ⁶⁷ in the prior year.

The primary growth vector for the company is the Sale Transaction announced on November 6, 2025, which involves selling the company's operating assets to Blake L. Sartini and affiliates and seven casino real estate assets to VICI Properties Inc. Pursuant to the agreement, Golden shareholders will receive consideration at a fixed exchange ratio of 0.902 ⁶⁸ shares of VICI common stock for the sale of the seven casino real estate assets to VICI and a cash dividend of $2.75 ⁶⁹ per share of Golden common stock to be paid to shareholders of record as of the closing of the Sale Transaction. In conjunction with the transaction, VICI will assume and repay up to $426 million ⁷⁰ of the outstanding debt under the company's senior secured credit facilities and will enter into a master lease agreement with a newly formed entity that will be owned and controlled by Blake Sartini. The Sale Transaction is expected to close in mid 2026, subject to customary closing conditions including the receipt of regulatory approvals and approval by a majority of Golden shareholders.

The company has pursued growth through acquisitions of tavern locations, having acquired the operations of Lucky's Lounge & Restaurant, comprised of four tavern locations in Nevada, for cash consideration of $10.0 million ⁷¹ on November 21, 2023, and the operations of Great American Pub, comprised of two tavern locations in Nevada, for cash consideration of $7.3 million ⁷² on April 22, 2024. The company also continues to evaluate expansion opportunities in existing or new markets, which will be influenced by licensing availability and approval, suitable investment opportunities and availability of acceptable financing. The company may investigate and pursue such opportunities, which may require substantial investments or costs funded through cash flows from operations or borrowing availability under its Revolving Credit Facility.The company began a 12-month project in 2025 to significantly upgrade its Human Capital Management software from multiple disparate systems to a fully-integrated HCM solution in Workday, completing the design and initial testing of modules in core HR, payroll, benefits administration, recruiting, scheduling, training, and learning, talent management and timekeeping during the year. As of December 31, 2025, the company employed approximately 4,900 ⁷³ team members, which is an 8% ⁷⁴ decrease from December 31, 2024, when it had approximately 5,300 ⁷⁵ employees, primarily attributable to cost-savings and operational efficiency measures implemented at the Nevada Casino Resorts reportable segment. The company continues to enhance its learning management system, internally branded as GEMS, which resulted in over 100,000 ⁷⁶ total training courses completed in 2025 and 90% ⁷⁷ overall compliance companywide for required trainings.

The company's Board of Directors authorized a $100 million ⁷⁸ share repurchase program on July 27, 2023, which was subsequently increased by $100 million ⁷⁹ on November 5, 2024. As of December 31, 2025, the company had $77.2 million ⁸⁰ of remaining share repurchase availability under its share repurchase program. Commencing in February 2024, the Board of Directors has declared a recurring quarterly cash dividend of $0.25 ⁸¹ per share of common stock. Subsequent to the fiscal year end, on February 24, 2026, the Board of Directors authorized the next recurring quarterly cash dividend of $0.25 ⁸² per share payable on April 1, 2026 to shareholders of record as of March 18, 2026. Net cash used in investing activities was $47.366 million ⁸³ for the year ended December 31, 2025 primarily for capital expenditures in the Nevada Casino Resorts reportable segment. The company intends to fund capital expenditures through its operating cash flows and Revolving Credit Facility.

The company faces structural headwinds from the highly competitive nature of the casino, hotel and hospitality industry, with many regional and national competitors having greater brand recognition and significantly greater resources. The expansion of casino gaming in or near any geographic area from which the company attracts customers, including legalized casino gaming in neighboring states and on Native American land, particularly Native American casinos located in California and Arizona, could have a significant adverse effect on the business. The company also faces ever-increasing competition from online gaming, including mobile gaming applications for smartphones and tablets, state-sponsored lotteries, card clubs, sportsbook facilities, fantasy sports websites and other forms of legalized gaming. Various forms of internet gaming have been approved in Nevada, and legislation permitting internet gaming has been proposed by the federal government and other states.

The company identified several macro and regulatory constraints. The gaming industry represents a significant source of tax revenue, particularly to the State of Nevada and its counties and municipalities, and gaming companies are currently subject to significant state and local taxes and fees in addition to normal federal and state corporate income taxes, which are subject to increase at any time. Any worsening of economic conditions and the large number of state and local governments with significant current or projected budget deficits could intensify efforts to raise revenues through increases in gaming taxes and/or property taxes. The company's business is subject to extensive gaming regulation in the jurisdictions in which it operates, including the extensive gaming laws and regulations of the State of Nevada, and compliance with these regulations is costly and time-consuming. The company's properties are located in a desert where water is scarce, and the hot temperatures require heavy use of air conditioning, with potable water in Nevada expected to become an increasingly scarce commodity at an increasing price.

The Sale Transaction remains subject to the satisfaction of certain closing conditions, including the receipt of regulatory and shareholder approvals, and any anticipated benefits from such transaction may take longer to realize than expected or may not be realized at all. The company's business is subject to extensive gaming regulation, which is costly to comply with, and gaming authorities have significant control over operations; regulatory authorities may revoke, suspend, condition or limit gaming licenses, impose substantial fines, and take other actions. The company's business is geographically concentrated in Nevada, subjecting it to greater risks from changes in local or regional conditions, including changes in local economic conditions, unemployment rates, and the competitive environment. As of December 31, 2025, the company had senior indebtedness, excluding unamortized debt issuance costs, of $435 million ⁸⁴, comprised of $390 million ⁸⁵ in principal amount of outstanding term loan borrowings and $45 million ⁸⁶ in outstanding borrowings under the revolving credit facility, and each quarter point change in interest rates would result in a $1.0 million ⁸⁷ change in annual interest expense. The company's variable rate indebtedness subjects it to interest rate risk, which could cause debt service obligations to increase significantly. The company's executive officers and directors and entities affiliated with them owned approximately 27% ⁸⁸ of the outstanding shares of common stock as of December 31, 2025, permitting them to exercise significant control over the company.

Management's message to shareholders, as conveyed through the MD&A and business overview, emphasizes the company's focus on its diversified entertainment platform consisting of a portfolio of gaming assets that focus on casino and branded tavern operations. The key strategic priority for the period ahead is the Sale Transaction announced on November 6, 2025, which involves selling the company's operating assets to Blake L. Sartini and affiliates and seven casino real estate assets to VICI Properties Inc. Management notes that the Sale Transaction is expected to close in mid 2026, subject to customary closing conditions including the receipt of regulatory approvals and approval by a majority of Golden shareholders. The company also continues to emphasize its organizational mission and values, as well as its I CARE guest service initiative, and has invested in upgrading its Human Capital Management software to a fully-integrated HCM solution in Workday. Management's tone is forward-looking regarding the Sale Transaction, while also acknowledging the risks and uncertainties associated with the transaction, including the inability to consummate the Sale Transaction within the anticipated time period or at all.