株探米国株
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Table of Contents    
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
For the quarterly period ended June 30, 2026
OR
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                    to     
Commission file number 001-37754
RED ROCK RESORTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 47-5081182
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
1505 South Pavilion Center Drive, Las Vegas, Nevada
(Address of principal executive offices)
89135
(Zip Code)
(702495-3000
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Class A Common Stock, $.01 par value RRR NASDAQ Stock Market
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 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes     No 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class Outstanding at August 3, 2026
Class A Common Stock, $0.01 par value 59,130,385
Class B Common Stock, $0.00001 par value 45,885,804


Table of Contents    
RED ROCK RESORTS, INC.
INDEX


Table of Contents    
Part I.    Financial Information
Item 1.    Financial Statements
RED ROCK RESORTS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except share data)
June 30,
2026
December 31, 2025
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 136,451  $ 142,471 
Receivables, net 66,732  73,904 
Inventories 17,548  17,946 
Prepaid gaming tax 31,845  29,158 
Prepaid expenses and other current assets 28,610  23,286 
Total current assets 281,186  286,765 
Property and equipment, net of accumulated depreciation of $1,667,766 and $1,597,591 at June 30, 2026 and December 31, 2025, respectively
3,171,320  2,971,799 
Goodwill 195,676  195,676 
Intangible assets, net of accumulated amortization of $23,721 and $22,951 at June 30, 2026 and December 31, 2025, respectively
79,330  80,100 
Land held for development 469,422  469,422 
Deferred tax asset, net 26,437  34,917 
Finance lease right-of-use assets, net 47,239  38,561 
Other assets, net 94,579  89,833 
Total assets $ 4,365,189  $ 4,167,073 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 19,982  $ 21,645 
Accrued interest payable 23,765  23,752 
Construction payable 158,910  103,972 
Other accrued liabilities 169,603  183,280 
Income tax payable 11,967  2,281 
Current portion of payable pursuant to tax receivable agreement 1,245  1,195 
Current portion of finance lease liabilities 12,804  9,810 
Current portion of long-term debt 17,247  17,247 
Total current liabilities 415,523  363,182 
Long-term debt, less current portion 3,562,609  3,378,501 
Other long-term liabilities 40,906  42,571 
Long-term finance lease liabilities, less current portion 36,115  31,123 
Payable pursuant to tax receivable agreement, less current portion 18,167  19,412 
Total liabilities 4,073,320  3,834,789 
Commitments and contingencies (Note 13)
Stockholders’ equity:
Preferred stock, par value $0.01 per share, 100,000,000 shares authorized; none issued and outstanding
   
Class A common stock, par value $0.01 per share, 500,000,000 shares authorized; 59,130,385 and 59,090,847 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively
591  591 
Class B common stock, par value $0.00001 per share, 100,000,000 shares authorized; 45,885,804 shares issued and outstanding at June 30, 2026 and December 31, 2025
1  1 
Additional paid-in capital 4,556   
Retained earnings 165,922  207,738 
Total Red Rock Resorts, Inc. stockholders’ equity 171,070  208,330 
Noncontrolling interest 120,799  123,954 
Total stockholders’ equity 291,869  332,284 
Total liabilities and stockholders’ equity $ 4,365,189  $ 4,167,073 
The accompanying notes are an integral part of these condensed consolidated financial statements.
3


Table of Contents    
RED ROCK RESORTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(amounts in thousands, except per share data)
(unaudited)
Three Months Ended
June 30,
Six Months Ended
June 30,
2026 2025 2026 2025
Operating revenues:
Casino $ 338,305  $ 344,796  $ 678,827  $ 678,041 
Food and beverage 93,033  94,374  183,356  183,646 
Room 46,658  51,187  92,172  101,357 
Native American management and development fees 3,806  10,008  8,543  10,008 
Other 28,460  25,908  54,683  51,082 
Net revenues 510,262  526,273  1,017,581  1,024,134 
Operating costs and expenses:
Casino 90,239  93,862  181,469  183,275 
Food and beverage 78,699  75,894  152,886  149,655 
Room 15,845  15,941  31,449  31,930 
Other 9,983  8,519  17,683  15,762 
Selling, general and administrative 117,936  112,031  232,293  216,742 
Depreciation and amortization 58,985  47,988  114,840  96,319 
Write-downs and other, net 2,579  4,010  7,289  8,070 
374,266  358,245  737,909  701,753 
Operating income 135,996  168,028  279,672  322,381 
Earnings from joint ventures 637  610  1,344  1,322 
Operating income and earnings from joint ventures 136,633  168,638  281,016  323,703 
Other (expense) income:
Interest expense, net (49,645) (50,632) (99,149) (101,742)
Change in fair value of derivative instruments 3,087  (2,305) 4,053  (7,499)
Gain on Native American development   8,476    8,476 
(46,558) (44,461) (95,096) (100,765)
Income before income tax 90,075  124,177  185,920  222,938 
Provision for income tax (13,483) (15,924) (26,608) (28,735)
Net income 76,592  108,253  159,312  194,203 
Less: net income attributable to noncontrolling interests 37,474  51,849  77,305  93,050 
Net income attributable to Red Rock Resorts, Inc. $ 39,118  $ 56,404  $ 82,007  $ 101,153 
Earnings per common share (Note 11):
Earnings per share of Class A common stock, basic $ 0.68  $ 0.96  $ 1.41  $ 1.71 
Earnings per share of Class A common stock, diluted $ 0.67  $ 0.95  $ 1.40  $ 1.69 
Weighted-average common shares outstanding:
Basic 57,888  58,960  58,045  59,081 
Diluted 58,805  102,730  59,086  103,060 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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RED ROCK RESORTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(amounts in thousands)
(unaudited)
Red Rock Resorts, Inc. Stockholders’ Equity
Common stock Additional paid-in capital Retained earnings Noncontrolling interest Total stockholders’ equity
Class A Class B
Shares Amount Shares Amount
Balances,
March 31, 2026
58,466  $ 585  45,886  $ 1  $   $ 142,133  $ 104,838  $ 247,557 
Net income —  —  —  —  —  39,118  37,474  76,592 
Share-based compensation —  —  —  —  10,008  —  —  10,008 
Distributions —  —  —  —  —  —  (24,456) (24,456)
Dividends —  —  —  —  —  (15,329) —  (15,329)
Stock option exercises and issuance of restricted stock, net 664  6  —  —  (6) —  —   
Withholding tax on share-based compensation     —  —  (2,503) —  —  (2,503)
Rebalancing of ownership percentage between the Company and noncontrolling interests in Station Holdco —  —  —  —  (2,943) —  2,943   
Balances,
June 30, 2026
59,130  $ 591  45,886  $ 1  $ 4,556  $ 165,922  $ 120,799  $ 291,869 


Red Rock Resorts, Inc. Stockholders’ Equity
Common stock Additional paid-in capital Retained earnings Noncontrolling interest Total stockholders’ equity
Class A Class B
Shares Amount Shares Amount
Balances,
March 31, 2025
60,092  $ 601  45,986  $ 1  $ 20,916  $ 225,553  $ 122,537  $ 369,608 
Net income —  —  —  —  —  56,404  51,849  108,253 
Share-based compensation —  —  —  —  8,844  —  —  8,844 
Distributions —  —  —  —  —  —  (83,434) (83,434)
Dividends —  —  —  —  —  (74,546) —  (74,546)
Stock option exercises and issuance of restricted stock, net 39    —  —    —  —   
Repurchase of Class A common stock (672) (6) —  —  (26,242) (4,607) —  (30,855)
Withholding tax on share-based compensation     —  —  (816) —  —  (816)
Rebalancing of ownership percentage between the Company and noncontrolling interests in Station Holdco —  —  —  —  (2,702) —  2,702   
Balances,
June 30, 2025
59,459  $ 595  45,986  $ 1  $   $ 202,804  $ 93,654  $ 297,054 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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RED ROCK RESORTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Continued)
(amounts in thousands)
(unaudited)
Red Rock Resorts, Inc. Stockholders’ Equity
Common stock Additional paid-in capital Retained earnings Noncontrolling interest Total stockholders’ equity
Class A Class B
Shares Amount Shares Amount
Balances,
December 31, 2025
59,091  $ 591  45,886  $ 1  $   $ 207,738  $ 123,954  $ 332,284 
Net income —  —  —  —  —  82,007  77,305  159,312 
Share-based compensation —  —  —  —  17,801  —  —  17,801 
Distributions —  —  —  —  —  —  (82,284) (82,284)
Dividends —  —  —  —  —  (89,648) —  (89,648)
Stock option exercises and issuance of restricted stock, net 721  7  —  —  (7) —  —   
Repurchase of Class A common stock (636) (6) —  —  (4,160) (34,175) —  (38,341)
Withholding tax on share-based compensation (46) (1) —  —  (7,254) —  —  (7,255)
Rebalancing of ownership percentage between the Company and noncontrolling interests in Station Holdco —  —  —  —  (1,824) —  1,824   
Balances,
June 30, 2026
59,130  $ 591  45,886  $ 1  $ 4,556  $ 165,922  $ 120,799  $ 291,869 


Red Rock Resorts, Inc. Stockholders’ Equity
Common stock Additional paid-in capital Retained earnings Noncontrolling interest Total stockholders’ equity
Class A Class B
Shares Amount Shares Amount
Balances,
December 31, 2024
59,633  $ 596  45,986  $ 1  $ 18,635  $ 195,834  $ 91,767  $ 306,833 
Net income —  —  —  —  —  101,153  93,050  194,203 
Share-based compensation —  —  —  —  16,599  —  —  16,599 
Distributions —  —  —  —  —  —  (94,930) (94,930)
Dividends —  —  —  —  —  (89,576) —  (89,576)
Stock option exercises and issuance of restricted stock, net 543  5  —  —  (5) —  —   
Repurchases of Class A common stock (672) (6) —  —  (26,242) (4,607) —  (30,855)
Withholding tax on share-based compensation (45)   —  —  (5,220) —  —  (5,220)
Rebalancing of ownership percentage between the Company and noncontrolling interests in Station Holdco —  —  —  —  (3,767) —  3,767   
Balances,
June 30, 2025
59,459  $ 595  45,986  $ 1  $   $ 202,804  $ 93,654  $ 297,054 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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RED ROCK RESORTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)
(unaudited)
Six Months Ended
June 30,
2026 2025
Cash flows from operating activities:
Net income
$ 159,312  $ 194,203 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 114,840  96,319 
Write-downs and other, net 2,394  181 
Amortization of debt discount and debt issuance costs 3,652  3,519 
Share-based compensation 17,527  16,347 
Change in fair value of derivative instruments (4,053) 7,499 
Gain on Native American development   (8,476)
Deferred income tax 8,480  (21)
Changes in assets and liabilities:
Receivables, net 7,172  (3,806)
Inventories and prepaid expenses (7,440) (7,365)
Accounts payable (1,663) (2,225)
Accrued interest payable (245) (3,591)
Income tax receivable/payable 9,686  8,358 
Other accrued liabilities (13,206) (4,558)
Other, net 1,314  (11,717)
Net cash provided by operating activities 297,770  284,667 
Cash flows from investing activities:
Capital expenditures, net of related payables (257,007) (146,406)
Acquisition of land held for development   (1,639)
Proceeds from repayment of Native American development costs   110,500 
Native American development costs   (34,518)
Other, net (1,757) (398)
Net cash used in investing activities (258,764) (72,461)














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RED ROCK RESORTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(amounts in thousands)
(unaudited)
Six Months Ended
June 30,
2026 2025
Cash flows from financing activities:
Borrowings under credit agreements with original maturity dates greater than three
   months
315,000  270,000 
Payments under credit agreements with original maturity dates greater than three
   months
(132,850) (277,850)
Distributions to noncontrolling interests (82,284) (94,930)
Repurchases of Class A common stock (38,341) (30,855)
Withholding tax on share-based compensation (7,255) (5,220)
Dividends paid (90,641) (90,496)
Payments on finance leases (6,687)  
Payments on tax receivable agreement liability (1,195) (1,355)
Other, net (773) (682)
Net cash used in financing activities (45,026) (231,388)
Decrease in cash and cash equivalents
(6,020) (19,182)
Balance, beginning of period 142,471  164,383 
Balance, end of period $ 136,451  $ 145,201 
Supplemental cash flow disclosures:
Cash paid for interest, net of $2,669 and $827 capitalized, respectively
$ 95,797  $ 101,902 
Cash paid for income taxes $ 8,342  $ 20,300 
Non-cash investing and financing activities:
Capital expenditures incurred but not yet paid $ 153,023  $ 47,256 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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RED ROCK RESORTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1.    Organization, Basis of Presentation and Significant Accounting Policies
Organization
Red Rock Resorts, Inc. (“Red Rock,” or the “Company”) was formed as a Delaware corporation in 2015 to own an indirect equity interest in and manage Station Casinos LLC (“Station LLC”), a Nevada limited liability company. Station LLC is a gaming, development and management company established in 1976 that owns and operates seven major gaming facilities and 16 smaller gaming properties (three of which are 50% owned) in the Las Vegas regional market.
The Company owns all of the outstanding voting interests in Station LLC and has an indirect equity interest in Station LLC through its ownership of limited liability interests in Station Holdco LLC (“Station Holdco,” and such interests, “LLC Units”), which owns all of the economic interests in Station LLC. At June 30, 2026, the Company held 59% of the economic interests and 100% of the voting power in Station Holdco, subject to certain limited exceptions, and is designated as the sole managing member of both Station Holdco and Station LLC. The Company controls and operates all of the business and affairs of Station Holdco and Station LLC, and conducts all of its operations through these entities.
Basis of Presentation
The accompanying condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments necessary for a fair presentation of the results for the interim periods have been made, and such adjustments were of a normal recurring nature. The interim results reflected in these condensed consolidated financial statements are not necessarily indicative of results to be expected for the full fiscal year. These financial statements should be read in conjunction with the audited financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Certain amounts in the condensed consolidated financial statements for the prior year have been reclassified to be consistent with the current year presentation.
Principles of Consolidation
Station Holdco and Station LLC are variable interest entities, of which the Company is the primary beneficiary. Accordingly, the Company consolidates the financial position and results of operations of Station LLC and its consolidated subsidiaries and Station Holdco, and presents the interests in Station Holdco not owned by Red Rock within noncontrolling interest in the condensed consolidated financial statements. All significant intercompany accounts and transactions have been eliminated. Investments in all 50% or less owned affiliated companies are accounted for using the equity method.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported and disclosed. Actual results could differ from those estimates.
Significant Accounting Policies
A description of the Company’s significant accounting policies is included in the audited financial statements within its Annual Report on Form 10-K for the year ended December 31, 2025.
Recently Issued Accounting Standards
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE). The ASU is intended to improve disclosure of expenses and requires disclosure of specific expenses included in the expense captions presented on the face of the income statement, as well as selling expenses. The guidance is effective for public entities for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The guidance can be applied prospectively or retrospectively and early adoption is permitted. The Company is currently evaluating the guidance and its impact on the Company’s disclosures. The guidance only impacts disclosures and is not expected to have an impact on the Company’s financial condition and results of operations.
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RED ROCK RESORTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The ASU is intended to modernize accounting for costs related to internal-use software by removing all references to project stages and clarifying the threshold entities apply to begin capitalizing costs. The guidance is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, and may be applied using a prospective, retrospective or modified transition approach. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the guidance and its impact on the financial statements.
2.    Noncontrolling Interest in Station Holdco
As discussed in Note 1, Red Rock holds a controlling interest in and consolidates the financial position and results of operations of Station LLC and its subsidiaries and Station Holdco. The interests in Station Holdco not owned by Red Rock are presented within noncontrolling interest in the condensed consolidated financial statements.
Noncontrolling interest in Station Holdco represents the LLC Units held by certain owners who held such units prior to the Company’s 2016 initial public offering (the “IPO” and such owners, the “Continuing Owners”). Noncontrolling interest is reduced when Continuing Owners exchange their LLC Units, along with an equal number of shares of Class B common stock, for shares of Class A common stock. The noncontrolling interest holders’ ownership percentage of LLC Units is increased when LLC Units held by Red Rock are repurchased by Station Holdco, typically in connection with the Company’s repurchases of its issued and outstanding shares of its Class A common stock.
Entities controlled by Frank J. Fertitta III, the Company’s Chairman of the Board and Chief Executive Officer, and Lorenzo J. Fertitta, the Company’s Vice Chairman of the Board and a vice president of the Company (the “Fertitta Family Entities”), hold 99% of the noncontrolling interest. The Fertitta Family Entities have the power to control the Company’s management and affairs through their ownership of Class B common stock. See Note 8 for additional information.
The ownership of the LLC Units is summarized as follows:
June 30, 2026 December 31, 2025
Units Ownership % Units Ownership %
Red Rock 65,751,788  58.9  % 65,084,820  58.7  %
Noncontrolling interest holders 45,885,804  41.1  % 45,885,804  41.3  %
Total 111,637,592  100.0  % 110,970,624  100.0  %
The Company uses monthly weighted-average LLC Unit ownership to calculate the pretax income or loss of Station Holdco attributable to Red Rock and the noncontrolling interest holders. Station Holdco equity attributable to Red Rock and the noncontrolling interest holders is rebalanced, as needed, to reflect LLC Unit ownership at period end.
3.    Native American Development
The Company, the North Fork Rancheria of Mono Indians (the “Mono”), a federally recognized Native American tribe located near Fresno, California and the North Fork Rancheria Economic Development Authority (the “Authority”) have entered into a Third Amended and Restated Management Agreement (the “Management Agreement”) and a Third Amended and Restated Development Agreement (the “Development Agreement”), each dated as of November 7, 2023. Pursuant to the Development Agreement, the Company has assisted and will assist the Mono and the Authority in developing a gaming and entertainment facility (the “North Fork Project”) to be located in Madera County, California. Pursuant to the Management Agreement, the Company will assist the Mono and the Authority in operating the North Fork Project. The Company purchased a 305-acre parcel of land adjacent to Highway 99 north of the city of Madera (the “North Fork Site”), which was taken into trust for the benefit of the Mono by the Department of the Interior (“DOI”) in February 2013. In July 2016, the DOI issued Secretarial procedures (the “Secretarial Procedures”) pursuant to which the Mono may conduct Class III gaming on the North Fork Site. As of January 5, 2024, Mono received the approval of the Management Agreement from the Chair of the National Indian Gaming Commission (“NIGC”).
As currently contemplated, the North Fork Project is expected to include approximately 2,000 Class III slot machines and additional Class II slot machines, approximately 40 table games and several restaurants. Total costs of the project are expected to be approximately $750 million which includes all design costs, construction costs, preopening expenses and financing and development fees. In September 2024, construction commenced on the site of the North Fork Project. The
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RED ROCK RESORTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
Company currently estimates that the North Fork Project will be completed and opened for business in the fourth quarter of 2026.
In March 2016, Picayune Rancheria of Chukchansi Indians (“Picayune”) filed a complaint for declaratory relief and petition for writ of mandate in California Superior Court for the County of Madera against Governor Edmund G. Brown, Jr., alleging that the referendum that invalidated the Compact also invalidated Governor Brown’s concurrence with the Secretary of the Interior’s determination that gaming on the North Fork Site would be in the best interest of the Mono and not detrimental to the surrounding community. The complaint seeks to vacate and set aside the Governor’s concurrence and was stayed from December 2016 to September 2021, when the Supreme Court of California denied the Mono’s and the State of California’s petition for review in Stand Up for California! v. Brown. As a result of the denial, litigation of this matter has resumed and a first amended complaint was filed by Picayune in December 2022. Each of the State of California and the Mono filed demurrers challenging the first amended complaint; in July 2023, the State of California’s demurrer was granted and the Mono’s demurrer was denied. The Mono has answered the first amended complaint and each of the Mono and Picayune have filed motions for summary judgment, which motions are fully briefed. In May 2024, the Superior Court of California granted Picayune’s motion for summary judgment and denied the Mono’s motion for summary judgment. Picayune has appealed the grant of the State of California’s demurrer and the Mono have appealed the grant of Picayune’s motion for summary judgment. In December 2025, in separate decisions, the appellate court affirmed the judgment of the lower court against the Mono and affirmed the dismissal by the lower court of Picayune’s case against the Governor. The Mono filed a petition for review with the Supreme Court of California, which was denied in April 2026.
In June 2026, Picayune filed a complaint for declaratory and injunctive relief in the United States District Court for the Eastern District of California against the Chair of the National Indian Gaming Commission (the “Chair”), the United States National Indian Gaming Commission, the Mono, Station Casinos LLC and Red Rock Resorts, Inc. The complaint seeks a declaration that the Chair’s approval of the Management Agreement violated the Administrative Procedures Act because in the absence of a valid gubernatorial concurrence the North Fork Site does not qualify under any IGRA exception necessary to conduct gaming on the North Fork Site. The complaint also seeks a declaration that in the absence of a valid gubernatorial concurrence the North Fork Site “does not qualify for IGRA’s two-part determination exception” allowing gaming on the North Fork Site. The complaint also seeks an order enjoining “all unlawful gaming” on the North Fork Site.
Under the terms of the Development Agreement, the Company agreed to arrange and, effective as of April 4, 2025, has arranged the financing for the ongoing development costs and construction of the facility. The Company received a repayment of $110.5 million from the initial drawdown of the term loans, representing a portion of the amounts due on its advances to the Mono. In connection with the financing, the Company entered into a completion guaranty and a subordination agreement in favor of the financing parties and released its existing security interests in the assets of the North Fork Project. Under the completion guaranty, the Company has agreed to make reimbursable interest-bearing advances to the Mono for completion of the project in the event that total project costs exceed the financing available under the Mono’s facility loan. The Company’s commitment to make such advances is capped at $425.0 million. It is not probable that any such funding will be necessary to complete the project.
Through April 4, 2025, the Company had paid approximately $117.1 million of reimbursable advances to the Mono, primarily to complete the environmental impact study, purchase the North Fork Site and pay costs of litigation and certain construction costs. The Company accounts for the advances using the cost recovery method, and the Company recognizes no interest on the advances until the carrying amount of the advances has been recovered and the interest is received. Immediately prior to the receipt of the $110.5 million payment, the carrying amount of the advances was $102.0 million, which was net of a $15.1 million fair value adjustment recognized upon the Company’s adoption of fresh-start reporting in 2011. The $110.5 million repayment reduced the carrying amount of the advances to zero and the Company recognized a gain on Native American development of $8.5 million, representing the excess of the repayment amount over the net carrying amount of the advances, which the Company recognized during the three months ended June 30, 2025 and is presented in Gain on Native American development in the Condensed Consolidated Statement of Income.
At June 30, 2026, there was $83.4 million in unrecognized amounts due from the Mono. As the Company will continue to use the cost recovery method, the unrecognized amount and future accrued interest will remain on nonaccrual status. The Company will recognize future payments related to unrecognized amounts due from the Mono as Gain on Native American development as they are received. Future repayments of amounts due from the Mono are expected to come from cash flows from the North Fork Project’s operations, from the North Fork Project’s financing, or from a combination of both.
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RED ROCK RESORTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
Under the terms of the Development Agreement, the Company is entitled to receive a development fee of 4% of the costs of construction for its development services, which will be due and payable on the date the casino opens to the public. After the Mono’s receipt of the construction loan, the Company concluded that collection of this development fee was reasonably certain as this fee is stipulated as a permissible use of funds under the loan agreement. During the three and six months ended June 30, 2026, the Company recorded $2.8 million and $5.7 million, respectively, in development fee revenue and the corresponding receivable. During the three and six months ended June 30, 2025, the Company recorded $10.0 million in development fee revenue and the corresponding receivable, which included a $6.1 million cumulative revenue catch-up related to prior years. The receivable from the Mono is presented in Receivables, net on the Condensed Consolidated Balance Sheets. The Company will recognize future development fee revenue over time as it satisfies its performance obligations under the Development Agreement.
The Management Agreement provides for the Company to receive a management fee of 30% of the North Fork Project’s net income. The Management Agreement has a term of seven years from the opening of the North Fork Project. The Management Agreement includes termination provisions whereby either party may terminate the agreement for cause, and may also be terminated at any time upon agreement of the parties. There is no provision in the Management Agreement allowing the tribe to buy out the agreement prior to its expiration. The Management Agreement provides that the Company will train the Mono tribal members such that they may assume responsibility for managing the North Fork Project upon the expiration of the agreement. For the three and six months ended June 30, 2026, the Company recorded $1.0 million and $2.8 million, respectively, in management fee revenue related to reimbursable costs for the North Fork Project. The reimbursable costs are primarily payroll related.
While the Company believes that the North Fork Project will be successfully completed and opened, developments of this nature are inherently uncertain and there can be no assurance that the North Fork Project will be successfully completed, that the cash flows from the North Fork Project will be sufficient to repay the remaining amounts due on the advances, including accrued interest thereon, or that the Company will recover all of its investment in the North Fork Project even if it is successfully completed and opened for business.
4.    Other Accrued Liabilities
Other accrued liabilities consisted of the following (amounts in thousands):
June 30,
2026
December 31, 2025
Contract and customer-related liabilities:
Unpaid wagers, outstanding chips and other customer-related liabilities $ 23,530  $ 23,577 
Advance deposits and future wagers 14,932  20,428 
Rewards program liability 11,642  11,293 
Other accrued liabilities:
Accrued payroll and related 42,824  50,524 
Accrued gaming and related 33,328  35,446 
Operating lease liabilities, current portion 6,712  5,863 
Other 36,635  36,149 
$ 169,603  $ 183,280 
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RED ROCK RESORTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
5.    Long-term Debt
Long-term debt consisted of the following indebtedness of Station LLC (amounts in thousands):
June 30,
2026
December 31, 2025
Term Loan B Facility due March 14, 2031, interest at margin above SOFR or base rate (5.64% and 5.72% at June 30, 2026 and December 31, 2025, respectively), net of unamortized discount and deferred costs of $16.3 million and $17.8 million at June 30, 2026 and December 31, 2025, respectively
$ 1,518,418  $ 1,524,766 
Revolving Credit Facility due March 14, 2029, interest at a margin above SOFR or base rate (5.14% and 5.22% at June 30, 2026 and December 31, 2025, respectively)
345,000  155,000 
6.625% Senior Notes due March 15, 2032, net of unamortized deferred issuance costs of $5.1 million and $5.5 million at June 30, 2026 and December 31, 2025, respectively
494,860  494,498 
4.625% Senior Notes due December 1, 2031, net of unamortized deferred issuance costs of $3.6 million and $3.9 million at June 30, 2026 and December 31, 2025, respectively
496,384  496,095 
4.50% Senior Notes due February 15, 2028, net of unamortized discount and deferred issuance costs of $1.9 million and $2.5 million at June 30, 2026 and December 31, 2025, respectively
688,849  688,279 
Other long-term debt, weighted-average interest of 5.41% and 5.50% at June 30, 2026 and December 31, 2025, respectively, net of unamortized discount and deferred issuance costs of $0.1 million at June 30, 2026 and December 31, 2025, respectively
36,345  37,110 
Total long-term debt 3,579,856  3,395,748 
Current portion of long-term debt (17,247) (17,247)
Total long-term debt, net $ 3,562,609  $ 3,378,501 
Credit Facility
Station LLC’s credit facility consists of the Term Loan B Facility and the Revolving Credit Facility (collectively, the “Credit Facility”). The Term Loan B Facility bears interest at a rate per annum, at Station LLC’s option, equal to either the forward-looking Secured Overnight Financing Rate term (“Term SOFR”) plus 2.00% or base rate plus 1.00%. The Revolving Credit Facility bears interest at a rate per annum, at Station LLC’s option, equal to either Term SOFR plus an amount ranging from 1.50% to 1.75% or base rate plus an amount ranging from 0.50% to 0.75%, depending on Station LLC’s consolidated senior secured net leverage ratio. The Credit Facility contains a number of customary covenants, including requirements that Station LLC maintain throughout the term of such facility and measured as of the end of each quarter, a maximum total secured leverage ratio of 5.00 to 1.00. A breach of the financial ratio covenants shall only become an event of default if not cured and a Covenant Facility Acceleration has occurred. Management believes the Company was in compliance with all applicable covenants at June 30, 2026.
Revolving Credit Facility
At June 30, 2026, Station LLC’s borrowing availability under the Revolving Credit Facility, subject to continued compliance with the terms of the facility, was $707.5 million, which was net of $345.0 million in outstanding borrowings and $47.5 million in outstanding letters of credit and similar obligations.
6.    Derivative Instruments
The Company’s objective in using derivative instruments is to manage its exposure to interest rate movements associated with its variable interest rate debt. To accomplish this objective, the Company uses interest rate contracts as a primary part of its cash flow hedging strategy. The Company does not use derivative financial instruments for trading or speculative purposes.
In April 2024, Station LLC entered into two zero cost interest rate collar agreements with an aggregate notional amount of $750.0 million. Both interest rate collars include a Term SOFR cap of 5.25% and a weighted average Term SOFR floor of 2.89% and will mature in April 2029. Monthly cash settlements are received from or paid to the counterparties when interest rates rise above or fall below the contractual cap or floor rates. The interest rate collars are not designated in hedging relationships for accounting purposes.
The Company records all derivative instruments on the balance sheet at fair value, which it determines using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This
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RED ROCK RESORTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including forward interest rate curves. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. The Company does not offset derivative asset and liability positions when interest rate contracts are held with the same counterparty.
As the Company’s derivative instruments are not designated in hedging relationships, the changes in fair value and the related pretax gains and losses are recognized in Change in fair value of derivative instruments in the Condensed Consolidated Statements of Income in the period in which the change occurs. The Company recognizes cash settlements received or paid, if any, on the derivative instruments within Change in fair value of derivative instruments and classifies such cash flows within investing activities in the Condensed Consolidated Statements of Cash Flows.
Station LLC has not posted any collateral related to its interest rate collars; however, its obligations under the interest rate collars are subject to the security and guarantee arrangements applicable to the Credit Facility. The interest rate collar agreements contain cross-default provisions under which Station LLC could be declared in default on its obligations under such agreements if certain conditions of default exist on the Credit Facility.
7.    Fair Value Measurements
Information about the Company’s assets and liabilities measured at fair value on a recurring basis, aggregated by the level in the fair value hierarchy within which those measurements fall, is presented below (amounts in thousands):
Balance Sheet Classification June 30,
2026
December 31, 2025 Level of Fair Value Hierarchy
Assets
Interest rate collars Other current assets $ 29  $   Level 2 – Other observable inputs
Liabilities
Interest rate collars Other accrued liabilities $   $ 483  Level 2 – Other observable inputs
Interest rate collars Other long-term liabilities $ 231  $ 3,772  Level 2 – Other observable inputs
The Company had no financial assets measured at fair value on a recurring basis at December 31, 2025.
Fair Value of Long-term Debt
The estimated fair value of Station LLC’s long-term debt compared with its carrying amount is presented below (amounts in millions):
June 30,
2026
December 31, 2025
Aggregate fair value $ 3,583  $ 3,412 
Aggregate carrying amount $ 3,580  $ 3,396 
The estimated fair value of Station LLC’s long-term debt is based on quoted market prices from various banks for similar instruments, which is considered a Level 2 input under the fair value measurement hierarchy.
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RED ROCK RESORTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
8.    Stockholders’ Equity
Net Income Attributable to Red Rock Resorts, Inc. and transfers to Noncontrolling Interests
The table below presents the effect on Red Rock Resorts, Inc. stockholders’ equity from net income and transfers to noncontrolling interests (amounts in thousands):
Three Months Ended
June 30,
Six Months Ended
June 30,
2026 2025 2026 2025
Net income attributable to Red Rock Resorts, Inc. $ 39,118  $ 56,404  $ 82,007  $ 101,153 
Transfers to noncontrolling interests:
Rebalancing of ownership percentage between the Company and noncontrolling interests in Station Holdco (2,943) (2,702) (1,824) (3,767)
Change from net income attributable to Red Rock Resorts, Inc. and net transfers to noncontrolling interests $ 36,175  $ 53,702  $ 80,183  $ 97,386 
Voting Rights
The holders of Class A common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. Holders of shares of the Company’s Class A common stock and Class B common stock vote together as a single class on all matters presented to the Company’s stockholders for their vote or approval, except as otherwise required by applicable law or the Certificate of Incorporation.
The Continuing Owners of Station Holdco hold shares of Class B common stock in an amount equal to the number of LLC Units owned. Although Class B shares have no economic rights, they allow those owners of Station Holdco to exercise voting power at Red Rock, which is the sole managing member of Station Holdco.
Each outstanding share of Class B common stock that is held by a holder that, together with its affiliates, owned LLC Units representing at least 30% of the outstanding LLC Units following the IPO and, at the applicable record date, maintains direct or indirect beneficial ownership of at least 10% of the outstanding shares of Class A common stock (determined on an as-exchanged basis assuming that all of the LLC Units were exchanged for Class A common stock) is entitled to ten votes and each other outstanding share of Class B common stock is entitled to one vote.
The Fertitta Family Entities hold all of the Company’s issued and outstanding shares of Class B common stock that have ten votes per share. As a result, Frank J. Fertitta III and Lorenzo J. Fertitta, together with their affiliates, control any action requiring the general approval of the Company’s stockholders, including the election of the board of directors, the adoption of amendments to the Certificate of Incorporation and bylaws and the approval of any merger or sale of substantially all of the Company’s assets.
Dividends and Distributions
During the three and six months ended June 30, 2026, the Company declared and paid quarterly cash dividends of $0.26 and $0.52 per share of Class A common stock, respectively, which included $2.4 million and $4.8 million, respectively, paid to Fertitta Family Entities. During the three and six months ended June 30, 2025, the Company declared and paid quarterly cash dividends of $0.25 and $0.50 per share of Class A common stock, respectively, which included $2.3 million and $4.5 million, respectively, paid to Fertitta Family Entities.
Prior to the quarterly cash dividend payments, during the three and six months ended June 30, 2026, Station Holdco paid distributions to noncontrolling interest holders of $11.9 million and $23.8 million, respectively, which included $11.8 million and $23.6 million, respectively, paid to Fertitta Family Entities. During the three and six months ended June 30, 2025, Station Holdco paid distributions to noncontrolling interest holders of $11.5 million and $23.0 million respectively, which included $11.3 million and $22.7 million respectively, paid to Fertitta Family Entities. During the three months ended June 30, 2026 and 2025, Station Holdco paid tax distributions to noncontrolling interest holders of $12.5 million and $26.0 million, respectively, including $12.4 million and $25.6 million, respectively, paid to Fertitta Family Entities.
On August 4, 2026, the Company announced that it would pay a dividend of $0.26 per share to Class A shareholders of record as of September 15, 2026 to be paid on September 30, 2026, of which $2.4 million is expected to be paid to Fertitta Family Entities. Prior to the payment of the dividend, Station Holdco will make a cash distribution to all LLC Unit holders, including the Company, of $0.26 per LLC Unit, of which $11.8 million is expected to be paid to Fertitta Family Entities.
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RED ROCK RESORTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
Special Dividends
In February 2026, the Company declared a special cash dividend of $1.00 per share of Class A common stock which was paid on February 27, 2026, and included $9.1 million paid to Fertitta Family Entities. Prior to the payment of the special dividend, Station Holdco made a cash distribution to all LLC Unit holders, including the Company, of $1.00 per unit, of which $45.4 million was paid to Fertitta Family Entities.
In May 2025, the Company declared a special cash dividend of $1.00 per share of Class A common stock which was paid on May 21, 2025, and included $9.1 million paid to Fertitta Family Entities. Prior to the payment of the special dividend, Station Holdco made a cash distribution to all LLC Unit holders, including the Company, of $1.00 per unit, of which $45.4 million was paid to Fertitta Family Entities.
Equity Repurchase Program
On October 27, 2025, the Company’s board of directors authorized the extension of the equity repurchase program through December 31, 2027 and authorized the repurchase of an additional $300.0 million of its Class A common stock, increasing the amount authorized for repurchases under the program to $900.0 million. During the six months ended June 30, 2026, the Company repurchased 635,657 shares of its Class A common stock for an aggregate purchase price of $38.3 million and a weighted average price per share of $60.32 in open market transactions. The company made no repurchases during the three months ended June 30, 2026. During the three and six months ended June 30, 2025, the Company repurchased 671,677 shares of its Class A common stock for an aggregate purchase price of $30.9 million and a weighted average price per share of $45.94 in open market transactions. At June 30, 2026, the remaining amount authorized for repurchase under the program was $486.0 million.
9.    Share-based Compensation
The Company maintains an equity incentive plan designed to attract, retain and motivate employees and align the interests of those individuals with the interests of the Company. A total of 24.0 million shares of Class A common stock are reserved for issuance under the plan, of which approximately 10.9 million shares were available for issuance at June 30, 2026.
The following table presents information about the Company’s share-based compensation awards:
Restricted Class A
 Common Stock
Stock Options
Shares Weighted-average grant date fair value Shares Weighted-average exercise price
Outstanding at January 1, 2026 770,806  $ 52.25  4,475,400  $ 45.40 
Activity during the period:
Granted 611,524  61.80  1,430,597  62.32 
Vested/exercised (a) (151,708) 47.60  (479,003) 33.84 
Forfeited/expired (20,236) 52.81  (115,448) 49.92 
Antidilution adjustment (b)   —  66,218  n/m
Outstanding at June 30, 2026 1,210,386  $ 57.65  5,377,764  $ 50.27 
_______________________________________________________________
n/m = Not meaningful
(a)Stock options exercised included 349,496 options that were not converted into shares due to net share settlements to cover the aggregate exercise price and employee withholding taxes.
(b)As a result of the special dividend paid in February 2026, all outstanding stock option awards were adjusted to decrease the exercise price of the options and increase the number of shares issuable under the awards pursuant to an antidilution provision in the Equity Incentive Plan.
The Company recognized share-based compensation expense of $9.8 million and $17.5 million for the three and six months ended June 30, 2026, respectively and $8.7 million and $16.3 million for the three and six months ended June 30, 2025, respectively. At June 30, 2026, unrecognized share-based compensation cost was $124.4 million, which is expected to be recognized over a weighted-average period of 3.4 years.
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RED ROCK RESORTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
10.    Income Taxes
Red Rock is a corporation and pays corporate federal, state and local taxes on its income, primarily pass-through income from Station Holdco based upon Red Rock’s economic interest held in Station Holdco. Station Holdco is a partnership for income tax reporting purposes. Station Holdco’s members, including the Company, are liable for federal, state and local income taxes based on their respective share of Station Holdco’s pass-through taxable income.
The Company’s tax provision or benefit from income taxes for interim periods is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, the Company updates the estimate of the annual effective tax rate and makes necessary cumulative adjustments to the total tax provision or benefit.
The Company’s effective tax rate for the three and six months ended June 30, 2026 was 15.0% and 14.3%, respectively, as compared to 12.8% and 12.9% for the three and six months ended June 30, 2025. The Company’s effective tax rate for the three and six months ended June 30, 2026 differs from the 21% statutory rate primarily because its effective tax rate includes a rate benefit attributable to the fact that Station Holdco operates as a limited liability company, which is not subject to federal income tax. Accordingly, the Company is not taxed on the portion of Station Holdco’s income attributable to noncontrolling interests. Additionally, the effective tax rate is impacted by the permanent tax adjustments.
As a result of the Company’s 2016 initial public offering (“IPO”) and certain reorganization transactions, the Company recorded a net deferred tax asset resulting from the outside basis difference of its interest in Station Holdco. The Company also recorded a deferred tax asset for its liability related to payments to be made pursuant to the tax receivable agreement (“TRA”) representing 85% of the tax savings the Company expects to realize from the amortization deductions associated with the step-up in the basis of depreciable assets under Section 754 of the Internal Revenue Code. This deferred tax asset will be recovered as cash payments are made to the TRA participants. In addition, the Company has recorded deferred tax assets related to net operating losses and other tax attributes, as applicable.
The Company considers both positive and negative evidence when measuring the need for a valuation allowance. A valuation allowance is not required to the extent that, in management’s judgment, positive evidence exists with a magnitude and duration sufficient to result in a conclusion that it is more likely than not (a likelihood of more than 50%) that the Company’s deferred tax assets will be realized.
Under the 2017 U.S. federal tax year examination, the Internal Revenue Service (“IRS”) previously issued a Notice of Proposed Adjustment in relation to the 2017 land lease deduction. During 2024, the Company came to a final agreement with the IRS on the 2017 federal tax year examination and made a deposit equal to what the Company expected to owe. During 2025, final determinations with respect to the deposits were received from the IRS, and immaterial differences were recorded through the provision for income taxes. No net liability remains on the balance sheet.
Tax Receivable Agreement
In connection with the IPO, the Company entered into the TRA with certain owners who held LLC Units prior to the IPO. In the event that such parties exchange any or all of their LLC Units for Class A common stock or cash, at the election of the Company, the TRA requires the Company to make payments to such holders for 85% of the tax benefits realized by the Company as a result of such exchange. The Company expects to realize these tax benefits based on current projections of taxable income. The annual tax benefits are computed by calculating the income taxes due, including such tax benefits, and the income taxes due without such benefits.
At June 30, 2026 and December 31, 2025, the Company’s liability under the TRA was $19.4 million and $20.6 million, respectively, of which $4.9 million and $5.2 million, respectively, was payable to Fertitta Family Entities. No LLC Units were exchanged during the six months ended June 30, 2026 or 2025. During the six months ended June 30, 2026, the Company made payments on the TRA liability of $1.2 million and expects to pay $1.2 million of the TRA liability within the next twelve months.
The timing and amount of aggregate payments due under the TRA may vary based on a number of factors, including the amount and timing of the taxable income the Company generates each year and the tax rate then applicable. The payment obligations under the TRA are Red Rock’s obligations and are not obligations of Station Holdco or Station LLC. Payments are generally due within a specified period of time following the filing of the Company’s annual tax return and interest on such payments will accrue from the original due date (without extensions) of the income tax return until the date paid. Payments not made within the required period after the filing of the income tax return generally accrue interest.
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RED ROCK RESORTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
The TRA will remain in effect until all such tax benefits have been utilized or expired, unless the Company exercises its right to terminate the TRA. The TRA will also terminate if the Company breaches its obligations under the TRA or upon certain mergers, asset sales or other forms of business combinations, or other changes of control. If the Company exercises its right to terminate the TRA, or if the TRA is terminated early in accordance with its terms, the Company’s payment obligations would be accelerated based upon certain assumptions, including the assumption that the Company would have sufficient future taxable income to utilize such tax benefits, and may substantially exceed the actual benefits, if any, the Company realizes in respect of the tax attributes subject to the TRA.
11.    Earnings Per Share
Basic earnings per share is calculated by dividing net income attributable to Red Rock by the weighted-average number of shares of Class A common stock outstanding during the period. The calculation of diluted earnings per share gives effect to all potentially dilutive shares, including shares issuable pursuant to outstanding stock options and nonvested restricted shares of Class A common stock, based on the application of the treasury stock method, and outstanding Class B common stock that is exchangeable, along with an equal number of LLC Units, for Class A common stock, based on the application of the if-converted method. Dilutive shares included in the calculation of diluted earnings per share for the three and six months ended June 30, 2026, represented nonvested restricted shares of Class A common stock and outstanding stock options. Dilutive shares included in the calculation of diluted earnings per share for the three and six months ended June 30, 2025, represented outstanding shares of Class B common stock, nonvested restricted shares of Class A common stock and outstanding stock options. All other potentially dilutive securities have been excluded from the calculation of diluted earnings per share because their inclusion would have been antidilutive.
A reconciliation of the numerator and denominator used in the calculation of basic and diluted earnings per share is presented below (amounts in thousands):
Three Months Ended
June 30,
Six Months Ended
June 30,
2026 2025 2026 2025
Net income $ 76,592  $ 108,253  $ 159,312  $ 194,203 
Less: net income attributable to noncontrolling interests (37,474) (51,849) (77,305) (93,050)
Net income attributable to Red Rock, basic 39,118  56,404  82,007  101,153 
Effect of dilutive securities 271  40,961  633  73,509 
Net income attributable to Red Rock, diluted $ 39,389  $ 97,365  $ 82,640  $ 174,662 
Three Months Ended
June 30,
Six Months Ended
June 30,
2026 2025 2026 2025
Weighted average shares of Class A common stock outstanding, basic 57,888  58,960  58,045  59,081 
Effect of dilutive securities 917  43,770  1,041  43,979 
Weighted average shares of Class A common stock outstanding, diluted 58,805  102,730  59,086  103,060 
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RED ROCK RESORTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
The calculation of diluted earnings per share of Class A common stock excluded the following potentially dilutive securities that were outstanding at June 30, 2026 and 2025, respectively, because their inclusion would have been antidilutive (amounts in thousands):
Three Months Ended
June 30,
Six Months Ended
June 30,
2026 2025 2026 2025
Shares of Class B common stock and LLC Units
exchangeable for Class A common stock
45,886    45,886   
Stock options 2,632  3,007  2,655  3,007 
Unvested restricted shares of Class A common stock 589  288  534  489 
Shares of Class B common stock are not entitled to share in the earnings of the Company and are not participating securities. Accordingly, earnings per share of Class B common stock under the two-class method has not been presented.
12.    Finance Leases
In March 2026, the Company entered into a new finance lease agreement for certain equipment used in its operations. The lease commenced on March 1, 2026 and has a term of five years. The fixed monthly payment for the finance lease is $0.3 million. The lease does not contain purchase options or residual value guarantees and does not contain significant restrictions or covenants.
Upon commencement of the lease, the Company recognized a finance lease ROU asset and corresponding finance lease liability of $14.9 million, representing the present value of future lease payments discounted at the Company’s incremental borrowing rate of 5.74%. At June 30, 2026, the carrying amount of the new finance lease ROU asset was $13.9 million and the carrying amount of the finance lease liability was $14.1 million, of which $2.7 million is classified as current. At June 30, 2026, the new finance lease has a weighted-average remaining lease term of 4.67 years.
The components of finance lease expense and supplemental cash flow information related to finance leases under which the Company is the lessee was as follows (amounts in thousands):
Three Months Ended June 30, 2026 Six Months Ended June 30, 2026
Finance lease expense:
Amortization of finance lease right-of use assets $ 3,395  $ 6,253 
Finance lease interest costs 731  1,349 
Total finance lease expense $ 4,126  $ 7,602 
Six Months Ended June 30, 2026
Cash paid for amounts included in the measurement of finance lease liabilities:
Operating cash flows from finance leases $ 1,608 
Financing cash flows from finance leases $ 6,687 
Right-of-use assets obtained in exchange for new finance lease liabilities $ 14,931 
There was no finance lease activity during the three and six months ended June 30, 2025.
Supplemental other information related to finance leases under which the Company is the lessee was as follows:
June 30,
2026
December 31, 2025
Weighted-average remaining lease term (years) 3.6 3.7
Weighted-average discount rate 5.78  % 5.80  %
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RED ROCK RESORTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
Future minimum lease payments required under finance leases as of June 30, 2026 are as follows (amounts in thousands):
Year Ending December 31,
2026 $ 8,395 
2027 15,250 
2028 15,250 
2029 11,314 
2030 3,442 
Thereafter 574 
Total future finance lease payments 54,225 
Less imputed interest (5,306)
Total finance lease liabilities $ 48,919 
13.    Commitments and Contingencies
The Company and its subsidiaries are defendants in various lawsuits relating to routine matters incidental to their business. No assurance can be provided as to the outcome of any legal matters and litigation inherently involves significant risks. The Company does not believe there are any legal matters outstanding that would have a material impact on its financial condition or results of operations.
14.    Segments
The Company views each of its Las Vegas casino properties and each of its Native American arrangements as an individual operating segment. The Company aggregates all of its Las Vegas properties into one reportable segment because all of the properties offer similar products, cater to the same customer base, have the same regulatory and tax structure, share the same marketing techniques, are directed by a centralized management structure and have similar economic characteristics. The Company also aggregates its Native American arrangements into one reportable segment.
The Company's chief operating decision maker (“CODM”) is its Chief Executive Officer. The Company utilizes adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) as its primary performance measure. The CODM uses Adjusted EBITDA to evaluate segment performance and make decisions about allocating resources.
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RED ROCK RESORTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
The Company’s segment information and a reconciliation of Adjusted EBITDA to net income are presented below (amounts in thousands):
Three Months Ended June 30, 2026
Las Vegas operations Native American Total
Net revenues
Casino $ 338,305  $   $ 338,305 
Food and beverage 93,033    93,033 
Room 46,658    46,658 
Native American management and development fees   3,806  3,806 
Other (a) 25,162    25,162 
Segment net revenues 503,158  3,806  506,964 
Corporate and other revenues (b) 3,298 
Net revenues $ 510,262 
Less:
Payroll and related 139,290  774 
Cost of sales (c) 25,473   
Gaming taxes 25,812   
Other segment expenses (d) 85,049  221 
Segment Adjusted EBITDA 227,534  2,811  230,345 
Corporate and other Adjusted EBITDA (e) (22,301)
Adjusted EBITDA (f) $ 208,044 
Adjustments and other reconciling items
Depreciation and amortization $ 58,985 
Share-based compensation 9,847 
Write-downs and other, net 2,579 
Interest expense, net 49,645 
Change in fair value of derivative instruments (3,087)
Provision for income tax 13,483 
Net income $ 76,592 
___________________________________
(a)Primarily revenues from tenant leases, retail outlets, bowling, spas, and entertainment. For the three months ended June 30, 2026, tenant lease revenue was $8.6 million. Tenant lease revenue is accounted for under the lease accounting guidance and included in Other revenues in the Company’s Condensed Consolidated Statements of Income.
(b)Includes corporate tenant lease revenue and other.
(c)Primarily cost of goods sold for restaurants, bars and catering.
(d)Includes repairs and maintenance, utilities, professional services and other selling, general and administrative expenses.
(e)Primarily corporate expense including payroll and related and other general and administrative expenses.
(f)Adjusted EBITDA includes net income plus depreciation and amortization, share-based compensation, write-downs and other, net (including gains and losses on asset disposals, preopening and development, business innovation and technology enhancements, and non-routine items), interest expense, net, change in fair value of derivative instruments and provision for income tax.
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RED ROCK RESORTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
Three Months Ended June 30, 2025
Las Vegas operations Native American Total
Net revenues
Casino $ 344,796  $   $ 344,796 
Food and beverage 94,374    94,374 
Room 51,187    51,187 
Native American management and development fees   10,008  10,008 
Other (a) 22,905    22,905 
Segment net revenues 513,262  10,008  523,270 
Corporate and other revenues (b) 3,003 
Net revenues $ 526,273 
Less:
Payroll and related 135,511   
Cost of sales (c) 24,142   
Gaming taxes 26,076   
Other segment expenses (d) 88,089   
Segment Adjusted EBITDA 239,444  10,008  249,452 
Corporate and other Adjusted EBITDA (e) (20,093)
Adjusted EBITDA (f) $ 229,359 
Adjustments and other reconciling items
Depreciation and amortization $ 47,988 
Share-based compensation 8,723 
Write-downs and other, net 4,010 
Interest expense, net 50,632 
Change in fair value of derivative instruments 2,305 
Gain on Native American development (8,476)
Provision for income tax 15,924 
Net income $ 108,253 
___________________________________
(a)Primarily revenues from tenant leases, retail outlets, bowling, spas, and entertainment. For the three months ended June 30, 2025, tenant lease revenue was $7.3 million. Tenant lease revenue is accounted for under the lease accounting guidance and included in Other revenues in the Company’s Condensed Consolidated Statements of Income.
(b)Includes corporate tenant lease revenue and other.
(c)Primarily cost of goods sold for restaurants, bars and catering.
(d)Includes repairs and maintenance, utilities, professional services and other selling, general and administrative expenses.
(e)Primarily corporate expense including payroll and related and other general and administrative expenses.
(f)Adjusted EBITDA includes net income plus depreciation and amortization, share-based compensation, write-downs and other, net (including gains and losses on asset disposals, preopening and development, business innovation and technology enhancements and non-routine items), interest expense, net, change in fair value of derivative instruments, gain on Native American development and provision for income tax.
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RED ROCK RESORTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
Six Months Ended June 30, 2026
Las Vegas operations Native American Total
Net revenues
Casino $ 678,827  $   $ 678,827 
Food and beverage 183,356    183,356 
Room 92,172    92,172 
Native American management and development fees   8,543  8,543 
Other (a) 48,325    48,325 
Segment net revenues 1,002,680  8,543  1,011,223 
Corporate and other revenues (b) 6,358 
Net revenues $ 1,017,581 
Less:
Payroll and related 276,167  2,271 
Cost of sales (c) 48,682   
Gaming taxes 51,716   
Other segment expenses (d) 166,164  538 
Segment Adjusted EBITDA 459,951  5,734  465,685 
Corporate and other Adjusted EBITDA (e) (45,013)
Adjusted EBITDA (f) $ 420,672 
Adjustments and other reconciling items
Depreciation and amortization $ 114,840 
Share-based compensation 17,527 
Write-downs and other, net 7,289 
Interest expense, net 99,149 
Change in fair value of derivative instruments (4,053)
Provision for income tax 26,608 
Net income $ 159,312 
___________________________________
(a)Primarily revenues from tenant leases, retail outlets, bowling, spas, and entertainment. For the six months ended June 30, 2026, tenant lease revenue was $15.6 million. Tenant lease revenue is accounted for under the lease accounting guidance and included in Other revenues in the Company’s Condensed Consolidated Statements of Income.
(b)Includes corporate tenant lease revenue and other.
(c)Primarily cost of goods sold for restaurants, bars and catering.
(d)Includes repairs and maintenance, utilities, professional services and other selling, general and administrative expenses.
(e)Primarily corporate expense including payroll and related and other general and administrative expenses.
(f)Adjusted EBITDA includes net income plus depreciation and amortization, share-based compensation, write-downs and other, net (including gains and losses on asset disposals, preopening and development, business innovation and technology enhancements, contract termination and non-routine items), interest expense, net, change in fair value of derivative instruments and provision for income tax.
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RED ROCK RESORTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
Six Months Ended June 30, 2025
Las Vegas operations Native American Total
Net revenues
Casino $ 678,041  $   $ 678,041 
Food and beverage 183,646    183,646 
Room 101,357    101,357 
Native American management and development fees   10,008  10,008 
Other (a) 45,171    45,171 
Segment net revenues 1,008,215  10,008  1,018,223 
Corporate and other revenues (b) 5,911 
Net revenues $ 1,024,134 
Less:
Payroll and related 268,975   
Cost of sales (c) 47,613   
Gaming taxes 51,553   
Other segment expenses (d) 164,730   
Segment Adjusted EBITDA 475,344  10,008  485,352 
Corporate and other Adjusted EBITDA (e) (40,913)
Adjusted EBITDA (f) $ 444,439 
Adjustments and other reconciling items
Depreciation and amortization $ 96,319 
Share-based compensation 16,347 
Write-downs and other, net 8,070 
Interest expense, net 101,742 
Change in fair value of derivative instruments 7,499 
Gain on Native American development (8,476)
Provision for income tax 28,735 
Net income $ 194,203 
___________________________________
(a)Primarily revenues from tenant leases, retail outlets, bowling, spas, and entertainment. For the six months ended June 30, 2025, tenant lease revenue was $14.8 million. Tenant lease revenue is accounted for under the lease accounting guidance and included in Other revenues in the Company’s Condensed Consolidated Statements of Income.
(b)Includes corporate tenant lease revenue and other.
(c)Primarily cost of goods sold for restaurants, bars and catering.
(d)Includes repairs and maintenance, utilities, professional services and other selling, general and administrative expenses.
(e)Primarily corporate expense including payroll and related and other general and administrative expenses.
(f)Adjusted EBITDA includes net income plus depreciation and amortization, share-based compensation, write-downs and other, net (including gains and losses on asset disposals, preopening and development, business innovation and technology enhancements and non-routine items), interest expense, net, change in fair value of derivative instruments, gain on Native American development and provision for income tax.
The Company’s total assets for its two reportable segments and Corporate and other are presented in the table below (amounts in thousands):
June 30, 2026 December 31, 2025
Total assets
Las Vegas operations $ 3,652,081  $ 3,481,076 
Native American 25,793  19,632 
Corporate and other 687,315  666,365 
$ 4,365,189  $ 4,167,073 
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Item 2.    
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis of the Financial Condition and Results of Operations (the “MD&A”) of Red Rock Resorts, Inc. (“we,” “our,” “us,” “Red Rock” or the “Company”) is intended to help the reader understand the Company’s financial condition and results of operations. The MD&A is provided as a supplement to, and should be read in conjunction with, our condensed consolidated financial statements and related notes (the “Condensed Consolidated Financial Statements”) included in Part I, Item 1 of this Quarterly Report on Form 10-Q, and with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2025.
Overview
Red Rock was formed as a Delaware corporation in 2015 to own an indirect equity interest in and manage Station Casinos LLC (“Station LLC”), a Nevada limited liability company. Station LLC is a gaming, development and management company established in 1976 that owns and operates seven major gaming and entertainment facilities and 16 smaller gaming properties (three of which are 50% owned) in the Las Vegas regional market.
We own all of the outstanding voting interests in Station LLC and have an indirect equity interest in Station LLC through our ownership of limited liability company interests in Station Holdco LLC (“Station Holdco,” and such interests, “LLC Units”), which owns all of the economic interests in Station LLC. At June 30, 2026, we held 59% of the economic interests and 100% of the voting power in Station Holdco, subject to certain limited exceptions, and we are designated as the sole managing member of both Station Holdco and Station LLC. We control and operate all of the business and affairs of Station Holdco and Station LLC, and conduct all of our operations through these entities. Other than assets and liabilities related to income taxes and the tax receivable agreement, our only material assets are our equity interest in Station Holdco, our voting interest in Station LLC and a note receivable from Station LLC. We have no operations outside of our management of Station Holdco and Station LLC.
Our Condensed Consolidated Financial Statements reflect the consolidation of Station LLC and its consolidated subsidiaries, and Station Holdco. The financial position and results of operations attributable to LLC Units we do not own are reported separately as noncontrolling interest.
Our principal source of revenue and operating income is gaming. Our non-gaming offerings include restaurants, hotels and other entertainment amenities. Approximately 80% of our casino revenue is generated from slot play. The majority of our revenue is cash-based and as a result, fluctuations in our revenues have a direct impact on our cash flows from operations. Because our business is capital intensive, we rely heavily on the ability of our properties to generate operating cash flow to repay debt financing and fund capital expenditures.
A significant portion of our business is dependent upon customers who live and/or work in the Las Vegas metropolitan area. In June 2026, the unemployment rate in the Las Vegas metropolitan area was 5.2% as compared to 5.8% in June 2025. Statewide, the unemployment rate for June 2026 was 5.1% as compared to 5.4% in June 2025. In June 2026, the median price of an existing single-family home in Las Vegas according to the Las Vegas Realtors® was $490,000, up 1.0% from $485,000 in June 2025. Given the ongoing economic uncertainty driven by inflation, heightened interest rates, increased geo-political and regional uncertainty and conflicts, and the current administration’s approach to regulation and oversight, it is difficult to predict whether the trends in unemployment or housing prices in the Las Vegas area will continue.
We have continued to experience favorable customer trends in carded slot play, spend per visit and net theoretical win across the majority of our properties. These trends, in combination with our operational discipline and our focus on our core local guests, as well as regional and out of town guests, continued to drive consistent operating results in 2026. However, we cannot predict whether these trends will continue, nor can we predict the extent to which impacts of inflation, interest rate fluctuations and other economic uncertainties may affect our business in the future.
Information about our results of operations is included herein and in the notes to our Condensed Consolidated Financial Statements.
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Key Performance Indicators
We use certain key indicators to measure our performance.
Gaming revenue measures:
Slot handle, table game drop and race and sports write are measures of volume. Slot handle represents the dollar amount wagered in slot machines, and table game drop represents the total amount of cash and net markers issued that are deposited in table game drop boxes.
Win represents the amount of wagers retained by us.
Hold represents win as a percentage of slot handle, table game drop or race and sports write.
As our customers are primarily Las Vegas residents, our hold percentages are generally consistent from period to period. Fluctuations in our casino revenue are primarily due to the volume and spending levels of customers at our properties.
Food and beverage revenue measures:
Average guest check is a measure of food sales volume and product offerings at our restaurants, and represents the average amount spent per customer visit.
Number of guests served is an indicator of volume.
Room revenue measures:
Occupancy is calculated by dividing occupied rooms, including complimentary rooms, by rooms available.
Average daily rate (“ADR”) is calculated by dividing room revenue, which includes the retail value of complimentary rooms, by rooms occupied, including complimentary rooms.
Revenue per available room is calculated by dividing room revenue by rooms available.
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Results of Operations
Information about our results of operations is presented below (amounts in thousands):
Three Months Ended June 30, Percent
change
Six Months Ended June 30, Percent
change
2026 2025 2026 2025
Net revenues $ 510,262  $ 526,273  (3.0) % $ 1,017,581  $ 1,024,134  (0.6) %
Operating income 135,996  168,028  (19.1) % 279,672  322,381  (13.2) %
Casino revenues 338,305  344,796  (1.9) % 678,827  678,041  0.1  %
Casino expenses 90,239  93,862  (3.9) % 181,469  183,275  (1.0) %
Margin 73.3  % 72.8  % 73.3  % 73.0  %
Food and beverage revenues 93,033  94,374  (1.4) % 183,356  183,646  (0.2) %
Food and beverage expenses 78,699  75,894  3.7  % 152,886  149,655  2.2  %
Margin 15.4  % 19.6  % 16.6  % 18.5  %
Room revenues 46,658  51,187  (8.8) % 92,172  101,357  (9.1) %
Room expenses 15,845  15,941  (0.6) % 31,449  31,930  (1.5) %
Margin 66.0  % 68.9  % 65.9  % 68.5  %
Other revenues 28,460  25,908  9.9  % 54,683  51,082  7.0  %
Other expenses 9,983  8,519  17.2  % 17,683  15,762  12.2  %
Native American management and development fees 3,806  10,008  (62.0) % 8,543  10,008  (14.6) %
Selling, general and administrative expenses 117,936  112,031  5.3  % 232,293  216,742  7.2  %
Percent of net revenues 23.1  % 21.3  % 22.8  % 21.2  %
Depreciation and amortization 58,985  47,988  22.9  % 114,840  96,319  19.2  %
Write-downs and other, net 2,579  4,010  n/m 7,289  8,070  n/m
Interest expense, net 49,645  50,632  (1.9) % 99,149  101,742  (2.5) %
Change in fair value of derivative instruments (3,087) 2,305  n/m (4,053) 7,499  n/m
Gain on Native American development —  8,476  n/m —  8,476  n/m
Net income attributable to noncontrolling interests 37,474  51,849  (27.7) % 77,305  93,050  (16.9) %
Provision for income tax 13,483  15,924  (15.3) % 26,608  28,735  (7.4) %
Net income attributable to Red Rock 39,118  56,404  (30.6) % 82,007  101,153  (18.9) %
_______________________________________________________________
n/m = Not meaningful
We view each of our Las Vegas casino properties as an individual operating segment. We aggregate all of our Las Vegas operating segments into one reportable segment because all of our Las Vegas properties offer similar products, cater to the same customer base, have the same regulatory and tax structure, share the same marketing programs, are directed by a centralized management structure and have similar economic characteristics. We also aggregate our Native American arrangements into one reportable segment. The results of operations for our Native American segment are discussed in the
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section entitled “Native American Management and Development Fees” and “Gain on Native American Development below. The results for our Las Vegas operations are discussed in the remaining sections below.
Net Revenues. Net revenues for the three months ended June 30, 2026 were $510.3 million, a decrease of 3.0% as compared to $526.3 million for the prior year period. For the six months ended June 30, 2026, net revenues were $1.0 billion, remaining consistent as compared to the prior year period. For the three months ended June 30, 2026, our other revenues increased by 9.9%, while our casino, food and beverage and room revenues decreased by 1.9%, 1.4% and 8.8%, respectively, as compared to the same quarter in 2025. For the six months ended June 30, 2026, our other revenues increased by 7.0%, while our casino and food and beverage revenues remained consistent and our room revenues decreased by 9.1%, all as compared to the prior year period. Certain of our properties experienced construction disruption associated with renovations and build out of new amenities. In addition, our Native American management and development fees revenue for the three months ended June 30, 2026, were $3.8 million, a decrease of 62.0% as compared to $10.0 million for the prior year period which included a $6.1 million cumulative revenue catch-up related to prior years. For the six months ended June 30, 2026, we recognized Native American management and development fees revenue of $8.5 million, a decrease of 14.6% as compared to $10.0 million for the prior year period which included a $6.1 million cumulative revenue catch-up related to prior years. Our Native American management and development fees revenue represents fees earned from our agreements with a Native American tribe to develop and manage the North Fork Project.
Operating Income. For the three and six months ended June 30, 2026, our operating income was $136.0 million and $279.7 million, respectively. For the three and six months ended June 30, 2025, our operating income was $168.0 million and $322.4 million, respectively. Additional information about factors impacting our operating income is included below.
Casino. Casino revenues decreased by 1.9% for the three months ended June 30, 2026, and were consistent for the six months ended June 30, 2026, as compared to the same periods in the prior year. For the three months ended June 30, 2026 as compared to the prior year period, our race and sports write increased by 4.9%, while our slot handle and table games drop remained consistent. For the six months ended June 30, 2026 as compared to the prior year period, our slot handle and race and sports write remained consistent, while our table games drop decreased by 1.5%. For the three months ended June 30, 2026 our slot hold remained consistent, while our table games and race and sports hold decreased 3.8% and 1.7%, respectively, all as compared to the prior year period. In addition, for the six months ended June 30, 2026, our slot hold and race and sports hold were consistent, while our table games hold decreased by 2.2%, all as compared to the prior year period. Casino expenses for the three and six months ended June 30, 2026 as compared to the prior year periods, decreased by 3.9% and 1.0%, respectively, primarily due to lower participation fees as a result of our finance leases.
Food and Beverage. Food and beverage includes revenues and expenses from our restaurants, bars and catering. For the three months ended June 30, 2026, food and beverage revenues decreased by 1.4% as compared to the same period in the prior year, primarily due to a decrease in our catering business. For the six months ended June 30, 2026, food and beverage revenues were consistent as compared to the prior year period. For the three months ended June 30, 2026, the number of restaurant guests served decreased by 1.1%, while the average guest check increased by 3.1% as compared to the prior year period. For the six months ended June 30, 2026, the number of restaurant guests served was consistent, while the average guest check increased 2.2% as compared to the prior year period. Food and beverage expenses for three and six months ended June 30, 2026 increased by 3.7% and 2.2%, respectively, as compared to the prior year periods, primarily due to higher cost of sales and employee-related costs.
Room.  For the three and six months ended June 30, 2026 room revenues decreased by 8.8% and 9.1%, respectively, as compared to the prior year periods, primarily due to hotel renovations at Green Valley Ranch. Room expenses for the three months ended June 30, 2026 were in line with the prior year period. For the six months ended June 30, 2026, room expenses decreased by 1.5%, as compared to the prior year period, primarily due to lower housekeeping-related expenses and hotel commissions.
Information about our hotel operations is presented below:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Occupancy 91.3  % 91.3  % 90.4  % 90.9  %
Average daily rate $ 200.67  $ 201.75  $ 201.64  $ 201.67 
Revenue per available room $ 183.24  $ 184.16  $ 182.27  $ 183.24 
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For the three and six months ended June 30, 2026, our occupancy rate, ADR and revenue available per room were consistent as compared to the prior year periods.
Native American Management and Development Fees.  Native American management and development fees revenue represents fees earned from our management and development agreements with the North Fork Rancheria of Mono Indians (the “Mono”). Under the terms of our development agreement, we are entitled to receive a development fee of 4% of the costs of construction for our development services related to the North Fork Project. In April 2025 the Mono completed its construction financing and we concluded that collection of this development fee was reasonably certain as this fee is stipulated as a permissible use of funds under the loan agreement. Development fees revenue for the three and six months ended June 30, 2026 was $2.8 million and $5.7 million, respectively. For the three months ended June 30, 2025, we recorded $10.0 million in development fees revenue, which included a $6.1 million cumulative revenue catch-up related to prior years. For the three and six months ended June 30, 2026, we recorded $1.0 million and $2.8 million, respectively, of management fees revenue related to reimbursable costs incurred under the management agreement with the Mono. Reimbursable costs represent amounts received or due under our management agreement with the Mono for the reimbursement of expenses, primarily payroll costs, that we incur on their behalf. Additional information about our Native American development is included in Note 3 to the Condensed Consolidated Financial Statements.
Other.  Other primarily represents revenues from tenant leases, retail outlets, bowling, spas and entertainment, and their corresponding expenses. For the three and six months ended June 30, 2026, other revenues increased by 9.9% and 7.0%, respectively, as compared to the prior year periods, primarily driven by tenant lease revenue and entertainment revenue. For the three and six months ended June 30, 2026, other expenses increased by 17.2% and 12.2%, respectively, as compared to the prior year periods, primarily due to entertainer fees.
Selling, General and Administrative (“SG&A”). For the three and six months ended June 30, 2026, SG&A expenses increased by 5.3% to $117.9 million and 7.2% to $232.3 million, respectively, as compared to the prior year periods. The increases in SG&A expenses were primarily due to employee-related costs and reimbursable expenses related to our Native American management agreement with the Mono. As a percentage of net revenue, SG&A expenses for the three and six months ended June 30, 2026 increased slightly as compared to the prior year periods.
Depreciation and Amortization.  For the three and six months ended June 30, 2026, depreciation and amortization expense increased by 22.9% and 19.2%, respectively, as compared to the prior year periods, primarily due to new assets placed in service.
Write-downs and Other, net. For the three and six months ended June 30, 2026, write-downs and other, net totaled $2.6 million and $7.3 million, respectively, primarily comprising development and preopening expenses, business innovations development expenses and loss on asset disposals. For the three and six months ended June 30, 2025, write-downs and other, net totaled $4.0 million and $8.1 million, respectively, primarily comprising development and other non-routine expenses.
Interest Expense, net.  Interest expense, net decreased to $49.6 million and $99.1 million for the three and six months ended June 30, 2026, respectively, as compared to $50.6 million and $101.7 million, respectively, for the same periods in 2025. The decrease in interest expense was due to lower interest rates for the current year periods as compared to the same periods in the prior year. Additional information about our long-term debt is included in Note 5 to the Condensed Consolidated Financial Statements.
Change in Fair Value of Derivative Instruments. For the three and six months ended June 30, 2026, we recognized net gains of $3.1 million and $4.1 million, respectively, in change in the fair value of our interest rate collars, primarily due to favorable movements in the forward interest rate curve. For the three and six months ended June 30, 2025, we recognized net losses of $2.3 million and $7.5 million, respectively, in change in the fair value of our interest rate collars, primarily due to downward movements in the forward interest rate curve.
Gain on Native American Development. In April 2025 we arranged the financing for the ongoing development costs and construction of the facility related to the North Fork Project. In connection with the financing, the carrying amount of our reimbursable advances to the Mono was repaid. For the three months ended June 30, 2025 we recognized a gain on Native American development of $8.5 million, representing the excess of proceeds received over they carrying amount of the reimbursable advances. Additional information about our Native American development is included in Note 3 to the Condensed Consolidated Financial Statements.
Provision for Income Tax. For the three and six months ended June 30, 2026, we recognized a provision for income tax of $13.5 million and $26.6 million, respectively. Station Holdco is treated as a partnership for income tax reporting
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purposes and Station Holdco’s members are liable for federal, state and local income taxes based on their share of Station Holdco’s taxable income. We are not liable for income tax on the noncontrolling interests’ share of Station Holdco’s taxable income or benefit from a taxable loss, and therefore our effective tax rate of 15.0% and 14.3% for the three and six months ended June 30, 2026, respectively, was less than the statutory rate. Additionally, our effective tax rate is impacted by the permanent tax adjustments. We recognized income tax expense of $15.9 million and $28.7 million for the three and six months ended June 30, 2025, respectively.
Net Income Attributable to Noncontrolling Interests. Net income attributable to noncontrolling interests for the three and six months ended June 30, 2026 and 2025 represented the portion of net income attributable to the ownership interest in Station Holdco not held by us.
Adjusted EBITDA
Adjusted EBITDA for the three and six months ended June 30, 2026 and 2025 for our two reportable segments and a reconciliation of net income to Adjusted EBITDA are presented below (amounts in thousands). The Las Vegas operations segment includes all of our Las Vegas casino properties and the Native American segment includes our Native American arrangements.
Three Months Ended
June 30,
Six Months Ended
June 30,
2026 2025 2026 2025
Net revenues
Las Vegas operations $ 503,158  $ 513,262  $ 1,002,680  $ 1,008,215 
Native American 3,806  10,008  8,543  10,008 
Corporate and other 3,298  3,003  6,358  5,911 
Net revenues $ 510,262  $ 526,273  $ 1,017,581  $ 1,024,134 
Net income $ 76,592  $ 108,253  $ 159,312  $ 194,203 
Adjustments
Depreciation and amortization 58,985  47,988  114,840  96,319 
Share-based compensation 9,847  8,723  17,527  16,347 
Write-downs and other, net 2,579  4,010  7,289  8,070 
Interest expense, net 49,645  50,632  99,149  101,742 
Change in fair value of derivative instruments (3,087) 2,305  (4,053) 7,499 
Gain on Native American development —  (8,476) —  (8,476)
Provision for income tax 13,483  15,924  26,608  28,735 
Adjusted EBITDA $ 208,044  $ 229,359  $ 420,672  $ 444,439 
Adjusted EBITDA
Las Vegas operations $ 227,534  $ 239,444  $ 459,951  $ 475,344 
Native American 2,811  10,008  5,734  10,008 
Corporate and other (22,301) (20,093) (45,013) (40,913)
Adjusted EBITDA $ 208,044  $ 229,359  $ 420,672  $ 444,439 
The year-over-year changes in Adjusted EBITDA were due to the factors described within Results of Operations above.
Adjusted EBITDA is a non-GAAP measure that is presented solely as a supplemental disclosure. We believe that Adjusted EBITDA is a widely used measure of operating performance in our industry and is a principal basis for valuation of gaming companies. We believe that in addition to net income, Adjusted EBITDA is a useful financial performance measurement for assessing our operating performance because it provides information about the performance of our ongoing core operations. Adjusted EBITDA for the three and six months ended June 30, 2026 and 2025 includes net income plus depreciation and amortization, share-based compensation, write-downs and other, net (including gains and losses on asset disposals, preopening and development, business innovation and technology enhancements and non-routine items), interest expense, net, change in fair value of derivative instruments, gain on Native American development and provision for income tax.
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To evaluate Adjusted EBITDA and the trends it depicts, the components should be considered. Each of these components can significantly affect our results of operations and should be considered in evaluating our operating performance, and the impact of these components cannot be determined from Adjusted EBITDA. Adjusted EBITDA does not represent net income or cash flows from operating, investing or financing activities as defined by GAAP and should not be considered as an alternative to net income as an indicator of our operating performance. Additionally, Adjusted EBITDA does not consider capital expenditures and other investing activities and should not be considered as a measure of our liquidity. It should be noted that not all gaming companies that report EBITDA or adjustments to this measure may calculate EBITDA or such adjustments in the same manner as we do, and therefore, our measure of Adjusted EBITDA may not be comparable to similarly titled measures used by other gaming companies.
Holding Company Financial Information
The indentures governing the 4.50% Senior Notes, 4.625% Senior Notes and 6.625% Senior Notes contain certain covenants that require Station LLC to furnish to the holders of the notes certain annual and quarterly financial information relating to Station LLC and its subsidiaries. The obligation to furnish such information may be satisfied by providing consolidated financial information of the Company along with additional disclosure explaining the differences between such information and the financial information of Station LLC and its subsidiaries on a standalone basis. The following financial information about the Company and its consolidated subsidiaries, exclusive of Station LLC and its subsidiaries (the “Holding Company”), is furnished to explain the differences between the financial information of the Holding Company and the financial information of Station LLC and its subsidiaries for the periods presented in this report. The primary differences between the financial information of the Holding Company and that of Station LLC relate to income taxes, the liability associated with the tax receivable agreement (“TRA”) and a note receivable from Station LLC.
At June 30, 2026, the difference between the balance sheet for Station LLC and its consolidated subsidiaries and the balance sheet for the Holding Company is that the Holding Company had cash of $7.9 million, $26.4 million of deferred tax assets, net, and a $3.8 million note receivable from Station LLC, which are solely assets of the Holding Company, and liabilities that are solely the Holding Company’s, consisting of $12.0 million in income tax payable and a $19.4 million liability under the TRA, of which $1.2 million is expected to be paid in the next twelve months and $5.2 million of other liabilities. At December 31, 2025, the Holding Company had cash of $2.6 million, $34.9 million of deferred tax assets, net, and a $25.6 million note receivable from Station LLC, which are solely assets of the Holding Company, and liabilities that are solely the Holding Company’s, consisting of $2.3 million in income tax payable, a $20.6 million liability under the TRA, of which $1.2 million was current and $5.4 million of other liabilities.
The Holding Company recognized net losses of $13.4 million and $26.4 million for the three and six months ended June 30, 2026, respectively, and $13.6 million and $25.6 million for the three and six months ended June 30, 2025, respectively, primarily due to the provision for income taxes.
Liquidity and Capital Resources
The following financial condition, capital resources and liquidity discussion contains certain forward-looking statements with respect to our business, financial condition, results of operations, dispositions, acquisitions, expansion projects and issuances of debt and equity, which involve risks and uncertainties that cannot be predicted or quantified, and consequently, actual results may differ materially from those expressed or implied herein. Such risks and uncertainties include, but are not limited to, the risks described in Item 1A—Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025.
At June 30, 2026, we had $136.5 million in cash and cash equivalents. Station LLC maintains its borrowing availability under its Revolving Credit Facility, subject to continued compliance with the terms of the credit facility. At June 30, 2026, Station LLC’s borrowing availability under the Revolving Credit Facility was $707.5 million, which was net of $345.0 million in outstanding borrowings and $47.5 million in outstanding letters of credit and similar obligations.
Our primary capital requirements for the near term are expected to be related to the operation and maintenance of our properties, debt service payments, dividends and distributions. Our anticipated uses of cash for the remainder of 2026 include (i) approximately $120 million to $170 million for capital expenditures, (ii) required principal and interest payments on Station LLC’s indebtedness totaling $8.6 million and $99.1 million, respectively, (iii) dividends to our Class A common stockholders, including approximately $15.4 million to be paid in September 2026, and (iv) distributions to noncontrolling interest holders of Station Holdco, including approximately $11.9 million to be paid in September 2026 and including “tax distributions” that may be made quarterly when required and in amounts that may vary from quarter to quarter. Other payment obligations include salaries, wages and employee benefits, service contracts, property taxes, insurance and other obligations.
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In April 2025, we received a partial repayment of $110.5 million on our advances and related accrued interest for the North Fork Project. The repayment was funded from the initial drawdown of term loans under the Mono’s $750 million credit facility for the project, which we assisted the tribe in obtaining pursuant to the Development Agreement. Repayment of the remaining amounts due on the advances is expected to come from the proceeds of the North Fork Project’s financing, from cash flows from the North Fork Project’s operations, or from a combination of both. In connection with the completion of the Mono’s credit facility, we entered into a completion guaranty and a subordination agreement in favor of the financing parties and released our existing security interests in the assets of the North Fork Project. Under the completion guaranty, we have agreed to make reimbursable interest-bearing advances to the Mono for completion of the project in the event that total project costs exceed the financing available under the Mono’s facility loan. Our commitment to make such advances is capped at $425 million. It is not probable that any such funding will be necessary to complete the project.
On October 27, 2025, our board of directors extended the expiration date of the equity repurchase program to December 31, 2027 and authorized the repurchase of an additional $300 million of Class A common stock, increasing the amount authorized for repurchases under the program to $900 million. We are not obligated to repurchase any shares under the program. Subject to applicable laws and the provisions of any agreements restricting our ability to do so, repurchases may be made at our discretion from time to time through open market purchases, negotiated transactions or tender offers, depending on market conditions and other factors. During the six months ended June 30, 2026, we repurchased 635,657 shares of our Class A common stock at a weighted average price per share of $60.32. At June 30, 2026, we had $486 million of remaining repurchases authorized under the program. From time to time, we may also seek to repurchase our outstanding indebtedness. Any such purchases may be funded by existing cash balances or the incurrence of debt, including borrowings under our credit facility. The amount and timing of any repurchases will be based on business and market conditions, capital availability, compliance with debt covenants and other considerations.
In March 2026, we entered into a new finance lease agreement for certain equipment used in our operations. The new lease commenced on March 1, 2026 and has a term of five years. The fixed monthly payment for the finance lease is $0.3 million. At June 30, 2026, the carrying amount of the new finance lease ROU asset was $13.9 million and the carrying amount of the finance lease liabilities was $14.1 million, of which $2.7 million is classified as current.
We expect that cash on hand, cash generated from operations and borrowings available under the credit facility will be sufficient to fund our operations and capital requirements and service our outstanding indebtedness for the next twelve months. We regularly assess our projected cash requirements for capital expenditures, repayment of debt obligations, and payment of other general corporate and operational needs. In the long term, we expect that we will fund our capital requirements with a combination of cash generated from operations, borrowings under the credit facility and the issuance of debt or equity as market conditions may permit. However, our cash flow and ability to obtain debt or equity financing on terms that are satisfactory to us, or at all, may be affected by a variety of factors, including competition, general economic and business conditions and financial markets. As a result, we cannot provide any assurance that we will generate sufficient income and liquidity to meet all of our liquidity requirements or other obligations.
Following is a summary of our cash flow information (amounts in thousands):
Six Months Ended
June 30,
2026 2025
Net cash provided by (used in):
Operating activities $ 297,770  $ 284,667 
Investing activities (258,764) (72,461)
Financing activities (45,026) (231,388)
Cash Flows from Operations
Our operating cash flows primarily consist of operating income generated by our properties (excluding depreciation and other non-cash charges), interest and income tax payments, and changes in working capital accounts such as inventories, prepaid expenses, receivables and payables. The majority of our revenue is generated from our slot machine and table game play, which is conducted primarily on a cash basis. Our food and beverage, room and other revenues are also primarily cash-based. As a result, fluctuations in our revenues have a direct impact on our cash flow from operations.
For the six months ended June 30, 2026, net cash provided by operating activities was $297.8 million as compared to $284.7 million for the prior year period. Cash flows from operating activities for the six months ended June 30, 2026 and 2025
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included $95.8 million and $101.9 million in interest payments, respectively. In addition, our operating cash flows for the six months ended June 30, 2026 increased as compared to the prior year period primarily due to changes in working capital accounts. Information about our operating activities is presented within Results of Operations above.
Cash Flows from Investing Activities
For the six months ended June 30, 2026 and 2025, cash paid for capital expenditures totaled $257.0 million and $146.4 million, respectively. Capital expenditures for the six months ended June 30, 2026 and 2025 were primarily related to various renovation and expansion projects. For the six months ended June 30, 2025, we received $110.5 million in proceeds from the repayment of Native American development costs. In addition, for the six months ended June 30, 2025, we paid $34.5 million for Native American development costs related to the North Fork Project.
Cash Flows from Financing Activities
During the six months ended June 30, 2026, we increased our outstanding indebtedness by $182.2 million through borrowings under the existing revolving credit facility, paid $90.6 million in dividends to Class A common stockholders and $82.3 million in cash distributions to the noncontrolling interest holders of Station Holdco. We also paid $38.3 million for repurchases of our Class A common stock, $7.3 million related to tax withholding on share-based compensation and $6.7 million on our finance lease agreements.
During the six months ended June 30, 2025, we paid $90.5 million in dividends to Class A common stockholders and $94.9 million in cash distributions to the noncontrolling interest holders of Station Holdco. We also paid $30.9 million for repurchases of our Class A common stock, $5.2 million related to tax withholding on share-based compensation and reduced our outstanding indebtedness by $7.9 million.
Restrictive Covenants
The agreements governing our credit facility and the indentures governing our senior notes impose significant operating and financial restrictions on us, including certain limitations on our and our subsidiaries’ ability to, among other things, obtain additional debt or equity financing due to applicable financial and restrictive covenants in our debt agreements. The financial ratio covenants contained in the recent amendments to the Credit Agreement include a maximum Consolidated Senior Secured Net Leverage Ratio of 5.00 to 1.00. We believe that as of June 30, 2026, Station LLC was in compliance with the covenants contained in the credit facility and the indentures governing the senior notes.
As a result of these covenants and restrictions, we are limited in how we conduct our business and we may be unable to raise additional debt or equity financing to provide liquidity if changes in the economy, discretionary spending, consumer confidence or other external factors negatively affect our business. In addition, such covenants and restrictions may limit our ability to compete effectively or to take advantage of new business opportunities. Further, our ability to comply with covenants and restrictions contained in the agreements governing our indebtedness may be adversely affected by general economic conditions and industry conditions.
Failure to satisfy the covenants contained in the credit agreements, indentures or other agreements governing our indebtedness would require us to seek waivers or amendments of such covenants. There can be no assurance that we would be able to obtain required waivers or amendments, as such matters depend, in part, on factors outside of our control. If we fail to satisfy our covenants and are unable to obtain such waivers or amendments, our creditors could exercise remedies under the applicable documents governing such indebtedness, including acceleration of such indebtedness.
Off-Balance Sheet Arrangements
At June 30, 2026, we had no variable interests in unconsolidated entities that provide off-balance sheet financing, liquidity, market risk or credit risk support, or that engage in leasing, hedging or research and development arrangements with us, nor did we have retained or contingent interests in assets transferred to an unconsolidated entity. At June 30, 2026, we had outstanding letters of credit and similar obligations totaling $47.5 million.
Native American Development
We have development and management agreements with the North Fork Rancheria of Mono Indians, a federally recognized Native American tribe located near Fresno, California, pursuant to which we will assist the tribe in developing, financing and operating a gaming and entertainment facility to be located on Highway 99 north of the city of Madera, California. See Note 3 to the Condensed Consolidated Financial Statements for additional information.
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Regulation and Taxes
We are subject to extensive regulation by Nevada gaming authorities as well as the National Indian Gaming Commission and the California Gambling Control Commission. In addition, we will be subject to regulation, which may or may not be similar to that in Nevada, by any other jurisdiction in which we may conduct gaming activities in the future.
The gaming industry represents a significant source of tax revenue, particularly to the State of Nevada and its counties and municipalities. From time to time, various state and federal legislators and officials have proposed changes in tax law, or in the administration of such law, affecting the gaming industry. The Nevada legislature meets every two years for 120 days and when special sessions are called by the Governor. The most recent legislative session ended on November 19, 2025. There were no specific legislative proposals to increase taxes on gaming revenue in the most recent session, but there are no assurances that an increase in taxes on gaming or other revenue will not be proposed and passed by the Nevada legislature in the future.
Description of Certain Indebtedness
A description of our indebtedness is included in Note 7 to the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 and Note 5 to the Condensed Consolidated Financial Statements. There were no material changes to the terms of our indebtedness during the six months ended June 30, 2026.
Critical Accounting Policies and Estimates
A description of our critical accounting policies and estimates is included in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025. There were no material changes to our critical accounting policies and estimates during the six months ended June 30, 2026.
Forward-looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements. Such statements contain words such as "believe," "estimate," "expect," "intend," "plan," "project," "may," "will," "might," "should," "could," "would," "seek," "pursue," and "anticipate" or the negative or other variation of these or similar words, or may include discussions of strategy or risks and uncertainties. Forward-looking statements in this Quarterly Report on Form 10-Q include, among other things, statements concerning:
projections of future results of operations or financial condition;
expectations regarding our business and results of operations of our existing casino properties and prospects for future development;
expenses and our ability to operate efficiently;
expectations regarding trends that will affect our market and the gaming industry generally and the impact of those trends on our business and results of operations;
our ability to comply with the covenants in the agreements governing our outstanding indebtedness;
our ability to meet our projected debt service obligations, operating expenses, and maintenance capital expenditures;
expectations regarding the availability of capital resources, including our ability to refinance our outstanding indebtedness;
our intention to pursue development opportunities and acquisitions and obtain financing for such development and acquisitions; and
the impact of regulation on our business and our ability to receive and maintain necessary approvals for our existing properties and future projects.
Any forward-looking statement is based upon a number of estimates and assumptions that, while considered reasonable by us, is inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control, and are subject to change. Actual results of operations may vary materially from any forward-looking statement made herein. Forward-looking statements should not be regarded as a representation by us or any other person that the forward-looking statements will be achieved. Undue reliance should not be placed on any forward-looking statements.
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Some of the contingencies and uncertainties to which any forward-looking statement contained herein is subject include, but are not limited to, the following:
our reliance on the Las Vegas regional market;
the impact of business conditions, including competitive practices, changes in customer demand and the cyclical nature of the gaming and hospitality business generally, on our business and results of operations;
the impact of general economic conditions outside our control, including changes in interest rates, consumer confidence and unemployment levels, on our business and results of operations;
the effects of intense competition that exists in the gaming industry;
additional competition arising as a result of new gaming licenses or gaming activities such as internet gaming, predictive markets, and the continued expansion of sports betting outside the state of Nevada;
our substantial outstanding indebtedness and the effect of our significant debt service requirements on our operations and ability to compete;
the risk that we will not be able to finance our development and investment projects or refinance our outstanding indebtedness;
the impact of extensive regulation from gaming and other government authorities on our ability to operate our business and the risk that regulatory authorities may revoke, suspend, condition or limit our gaming or other licenses, impose substantial fines or take other actions that adversely affect us;
risks associated with changes to applicable gaming and tax laws that could have a material adverse effect on our financial condition;
adverse outcomes of legal proceedings and the development of, and changes in, claims or litigation reserves;
risks associated with development, construction and management of new projects or the expansion of existing facilities, including cost overruns, construction delays, environmental risks and legal or political challenges; and
risks associated with integrating operations of any acquired companies and developed properties.
For additional contingencies and uncertainties, see Part II, Item 1A. Risk Factors in this Quarterly Report on Form 10-Q, Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the "2025 Annual Report") and other risks described in our filings with the Securities and Exchange Commission. Given these risks and uncertainties, we can give no assurances that results contemplated by any forward-looking statements will in fact occur and therefore caution investors not to place undue reliance on them. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Quarterly Report on Form 10-Q might not occur.
Item 3.    Quantitative and Qualitative Disclosures about Market Risk
Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our primary exposure to market risk is interest rate risk associated with our long-term debt. In April 2024, we entered into two zero cost interest rate collars to manage our exposure to interest rate risk. See Note 6 to the Condensed Consolidated Financial Statements for additional information. There have been no material changes in our market risks from those disclosed in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 4.    Controls and Procedures
The Company’s management conducted an evaluation, under the supervision and with the participation of the principal executive officer and principal financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of June 30, 2026. In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation, the principal executive officer and principal financial officer concluded that, as of June 30, 2026, the Company’s disclosure controls and procedures were effective, at the reasonable assurance level, and are
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designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.
There was no change in the Company’s internal control over financial reporting during the Company’s most recently completed fiscal quarter that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Part II.    Other Information
Item 1.    Legal Proceedings
The Company and its subsidiaries are defendants in various lawsuits relating to routine matters incidental to their business. No assurance can be provided as to the outcome of such matters and litigation inherently involves significant risks.
Item 1A.    Risk Factors
There have been no material changes in the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
The following table provides information with respect to purchases by the Company of shares of its common stock during the second quarter of 2026.
Period
Total number of shares purchased(1)
Average Price Paid per Share
Total Number of Shares Purchased as Part of a Publicly Announced Program(1)
Approximate
Dollar Value That
May Yet Be
Purchased Under
the Program (2)
April 1 to April 30, 2026 —  $ —  —  $ 468,048,776 
May 1 to May 31, 2026 —  —  —  468,048,776 
June 1 to June 30, 2026 —  —  —  486,048,776 
Total —  $ —  —  $ 486,048,776 
_______________________________________________________________
(1)    Our board of directors has approved an equity repurchase program authorizing the repurchase of our Class A common stock through open market purchases, negotiated transactions or tender offers. On October 27, 2025, our board of directors extended the expiration date of the equity repurchase program to December 31, 2027 and authorized the repurchase of an additional $300 million of Class A common stock, increasing the total repurchase authorization to $900 million. At June 30, 2026, the remaining amount authorized for repurchases under the program was $486 million.

Item 3.    Defaults Upon Senior Securities—None.
Item 4.    Mine Safety Disclosures—None.
Item 5.    Other Information
Pursuant to Item 408(a) of Regulation S-K, none of the Company's directors or executive officers adopted, terminated or modified a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the three months ended June 30, 2026.
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Item 6.    Exhibits
(a)Exhibits
No. 3.1—Amended and Restated Certificate of Incorporation of Red Rock Resorts, Inc. (Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed May 2, 2016.)
No. 3.2—Amended and Restated Bylaws of Red Rock Resorts, Inc. (Incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed May 2, 2016.)
No. 10.1Employment Agreement, dated as of June 11, 2026, among Red Rock Resorts, Inc., Station Casinos LLC and J. Colby Williams.
No. 31.1—Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
No. 31.2—Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
No. 32.1—Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
No. 32.2—Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
No. 101.INS—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.
No. 101.SCH—XBRL Taxonomy Extension Schema Document
No. 101.CAL—XBRL Taxonomy Extension Calculation Linkbase Document
No. 101.DEF—XBRL Taxonomy Extension Definition Linkbase Document
No. 101.LAB—XBRL Taxonomy Extension Label Linkbase Document
No. 101.PRE—XBRL Taxonomy Extension Presentation Linkbase Document
No. 104—Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
____________________________________
† Management contract or compensatory plan or arrangement.
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SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
RED ROCK RESORTS, INC.,
Registrant
Date: August 6, 2026 /s/ STEPHEN L. COOTEY
Stephen L. Cootey
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)

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EX-10.1 2 rrrex101-63026.htm EX-10.1 HTML

Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of June 11, 2026 (the “Effective Date”), by and among STATION CASINOS LLC, a Nevada limited liability company (the “Company”), RED ROCK RESORTS, INC., a Delaware corporation (the “Parent”), and J. COLBY WILLIAMS (the “Executive”).

WHEREAS, the Company, the Parent and the Executive (each individually a “Party” and together the “Parties”) desire to enter into this Agreement, as set forth herein;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the Parties agree as follows:

1.   DEFINITIONS. In addition to certain terms defined elsewhere in this Agreement, the following terms shall have the following respective meanings:

1.1  “Affiliate” shall mean any Person directly or indirectly controlling, controlled by or under common control with the Company (including the Parent and any Person directly or indirectly controlling, controlled by or under common control with the Parent).

1.2   “Base Salary” shall mean the salary provided for in Section 3.1 of this Agreement, as the same may be increased thereunder.

1.3  “Board” shall mean the Board of Directors of the Parent, including any successor of the Parent in the event of a Change in Control.

1.4  “Cause” shall mean that the Executive: (a) has been found unsuitable to hold a gaming license by final, non-appealable decision of the Nevada Gaming Commission; (b) has been convicted of any felony; (c) has engaged in acts or omissions constituting gross negligence or willful misconduct resulting, in either case, in material economic harm to the Company; or (d) has materially breached this Agreement.

1.5  “Change in Control” shall mean the occurrence of any of the following events:

(a)  The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than a Permitted Holder, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the combined voting power of the then-outstanding securities entitled to vote generally in the election of members of the Board (the “Voting Power”) at such time: provided that the following acquisitions shall not constitute a Change in Control: (i) any such acquisition directly from the Parent; (ii) any such acquisition by the Parent; (iii) any such acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Parent or any of its subsidiaries; or (iv) any such acquisition pursuant to a transaction that complies with clauses (i), (ii) and (iii) of paragraph (c) below; or


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(b)  individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason (other than death or disability) to constitute at least a majority of the Board; provided, that any individual becoming a director subsequent to the Effective Date, whose election, or nomination for election by the Parent’s stockholders, was approved by a vote of the directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Parent in which such person is named as a nominee for director, without objection to such nomination) shall be considered as though such individual was a member of the Incumbent Board, but excluding for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than either the Board or any Permitted Holder; or

(c)  consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Parent (a “Business Combination”), in each case, unless following such Business Combination, (i) either (A) Permitted Holders or (B) all or substantially all of the individuals and entities who were the beneficial owners of the Voting Power immediately prior to such transaction beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such transaction (including an entity that, as a result of such transaction, owns the Parent or substantially all of the Parent’s assets either directly or through one or more subsidiaries) and, in the case of the foregoing clause (B), in substantially the same proportions relative to each other as their ownership immediately prior to such transaction of the securities representing the Voting Power, (ii) no Person (excluding any Permitted Holder, any entity resulting from such transaction or any employee benefit plan (or related trust) sponsored or maintained by the Parent or such entity resulting from such transaction) beneficially owns, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock of the entity resulting from such transaction, or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to such transaction, and (iii) at least a majority of the members of the board of directors of the entity resulting from such transaction were members of the Incumbent Board at the time of the execution of the initial agreement with respect to, or the action of the Board providing for, such transaction; or

(d)  approval by the stockholders of the Parent of a complete liquidation or dissolution of the Parent.

Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any deferred compensation that is subject to Section 409A of the Code, then, to the extent required to avoid the imposition of additional taxes under Section 409A of the Code, the transaction or event described in paragraph (a), (b), (c) or (d) above, with respect to such deferred compensation, shall only constitute a Change in Control for purposes of the payment

 

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timing of such deferred compensation if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation§1.409A-3(i)(5).

1.6  “Code” shall mean the Internal Revenue Code of 1986, as amended.

1.7  “Company Group” shall mean the Parent together with its subsidiaries.

1.8  “Company Property” shall mean all property, items and materials provided by the Company or any Affiliate to the Executive, or to which the Executive has access, in the course of his employment, including all files, records, documents, drawings, specifications, memoranda, notes, reports, manuals, equipment, computer disks, videotapes, blueprints and other documents and similar items relating to the Company or any Affiliate, or their respective customers, whether prepared by the Executive or others, and any and all copies, abstracts and summaries thereof.

1.9  “Confidential Information” shall mean all nonpublic and/or proprietary information respecting the business of the Company or any Affiliate, including products, programs, projects, promotions, marketing plans and strategies, business plans or practices, business operations, employees, research and development, intellectual property, software, databases, trademarks, pricing information and accounting and financing data. Confidential Information also includes information concerning the Company’s or any Affiliate’s customers, such as their identity, address, preferences, playing patterns and ratings or any other information kept by the Company or any Affiliate concerning customers, whether or not such information has been reduced to documentary form. Confidential Information does not include information that is, or becomes, available to the public unless such availability occurs through an unauthorized act on the part of the Executive or another person with an obligation to maintain the confidentiality of such information.

1.10  “Disability” shall mean a physical or mental incapacity that prevents the Executive from performing the essential functions of his position with the Company for a minimum period of 90 days as determined (a) in accordance with any long-term disability plan provided by the Company of which the Executive is a participant, or (b) by the following procedure: The Executive agrees to submit to medical examinations by a licensed healthcare professional selected by the Company, in its sole discretion, to determine whether a Disability exists. In addition, the Executive may submit to the Company documentation of a Disability, or lack thereof, from a licensed healthcare professional of his choice. Following a determination of a Disability or lack of Disability by the Company’s or the Executive’s licensed healthcare professional, any other Party may submit subsequent documentation relating to the existence of a Disability from a licensed healthcare professional selected by such other Party. In the event that the medical opinions of such licensed healthcare professionals conflict, such licensed healthcare professionals shall appoint a third licensed healthcare professional to examine the Executive, and the opinion of such third licensed healthcare professional shall be dispositive.

1.11  “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

 

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1.12  “Good Reason” shall mean and exist if there has been a Change in Control and, thereafter, without the Executive’s prior written consent, one or more of the following events occurs:

(a)  the Executive suffers a material reduction in the authorities, duties or responsibilities associated with his position as described in Section 2.4, or the Executive

(b)  is assigned any duties or responsibilities that are inconsistent with the scope of duties and responsibilities associated with the Executive’s position as described in Section 2.4;

(c)  the Executive is required to relocate from, or maintain his principal office outside of, Las Vegas, Nevada;

(d)  the Executive’s Base Salary is decreased by the Company;

(e)   the Company discontinues its bonus plan and equity incentive plan in which the Executive participates without immediately replacing such bonus plan and equity plan with plans that are the substantial economic equivalent of such bonus plan and equity plan, or amends such bonus plan and equity plan so as to materially reduce the Executive’s potential bonus and equity incentives at any given level of economic performance of the Company;

(f)   the Company materially reduces the employee benefit programs provided to the Executive as described in Section 4, and such reduction does not also apply to similarly situated executives (other than Frank J. Fertitta III) of the Company;

(g)  the Company or the Parent materially breaches this Agreement; or

(h)  the Company fails to obtain a written agreement satisfactory to the Executive from any successor or assign of the Company to assume and perform this Agreement.

1.13  “Permitted Holder” shall mean (a) (i) Frank J. Fertitta III and Lorenzo J. Fertitta and (ii) any lineal descendants of such persons; (b) executors, administrators or legal representatives of the estate of any person listed in clause (a) of this sentence; (c) heirs, distributees and beneficiaries of any person listed in clause (a) of this sentence; (d) any trust as to which any of the foregoing is a settlor or co-settlor; and (e) any corporation, partnership or other entity which is, directly or indirectly, controlling, controlled by or under common control with, any of the foregoing.

1.14  “Person” shall mean any individual, firm, partnership, association, trust, company, corporation, limited liability company, joint-stock company, unincorporated organization, government, political subdivision or other entity.

1.15  “Pro Rata Annual Bonus” shall mean the amount of Annual Bonus, multiplied by a fraction, the numerator of which is the number of days in such year during which the

 

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Executive was actually employed by the Company (or its predecessor) and the denominator of which is 365.

1.16  “Restricted Period” shall mean the period beginning on the Effective Date and ending on the first anniversary of the date of the Executive’s termination of employment with the Company Group for any reason.

1.17  ‘‘Target Annual Bonus” shall mean an amount that is no less than 125% of the Executive’s then current Base Salary.

1.18  “Term of Employment” shall mean the period specified in Section 2.2.

2.   TERM OF EMPLOYMENT, POSITIONS AND RESPONSIBILITIES.

2.1  Employment Accepted. The Company hereby wishes employ the Executive, and the Executive hereby accepts employment with the Company, for the Term of Employment, in the positions and with the duties and responsibilities set forth in Section 2.4, and upon such other terms and conditions as are stated in this Agreement. As of the Effective Date, Executive’s employment shall be governed by this Agreement.

2.2  Term of Employment. The Term of Employment shall commence on the Effective Date and, unless earlier terminated pursuant to the provisions of this Agreement, shall terminate upon the close of business on the day immediately preceding the fifth anniversary of the Effective Date.

2.3  Transition Period.

(a)  Duration. The “Transition Period” shall commence on the Effective Date and shall terminate upon the close of business on September 7, 2026, unless the Term of Employment is earlier terminated pursuant to the provisions of this Agreement.

(b)  Base Salary and Annual Bonus. Notwithstanding Sections 3.1 and 3.2, the Executive shall not be entitled to any Base Salary or eligible for any Annual Bonus in respect of the Transition Period. The Executive’s Base Salary shall commence, and the Executive’s eligibility for the Annual Bonus shall commence, on September 8, 2026, in accordance with Sections 3.1 and 3.2, respectively.

(c)  Benefits. Notwithstanding Section 4, the Executive shall not be eligible to participate in, or accrue any benefit under, the employee benefit programs described in Section 4 during the Transition Period. The Executive’s eligibility for such benefit programs shall commence on September 8, 2026, subject to the terms of the applicable plans.

(d)  Equity. Notwithstanding Section 2.3(b) and 2.3(c), during the Transition Period the Executive shall remain eligible to participate in, and to receive, equity incentive awards in accordance with Sections 3.3 and 3.4.

 

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(e)   No Reduction; Good Reason. The Executive acknowledges and agrees that the terms of this Section 2.3, including the deferral of Base Salary, the suspension of benefit eligibility, and the deferral of Annual Bonus eligibility during the Transition Period, are terms of this Agreement to which the Executive has consented, and that none of such terms, nor the commencement of Base Salary, benefit eligibility, or Annual Bonus eligibility on September 8, 2026, shall constitute a reduction in Base Salary, a reduction in benefits, a reduction in bonus opportunity, or otherwise give rise to Good Reason under this Agreement.

2.4  Title and Responsibilities. During the Term of Employment, the Executive shall be employed as Executive Vice President and General Counsel. In carrying out his duties under this Agreement, the Executive shall report directly to the Chief Executive Officer of the Company. During the Term of Employment, the Executive shall devote his full time and attention to the business and affairs of the Company and shall use his best efforts, skills and abilities to promote the interests of the Company Group. Anything herein to the contrary notwithstanding, the Executive shall not be precluded from engaging in charitable and community affairs and managing his personal investments, to the extent such activities do not materially interfere with the Executive’s duties and obligations under this Agreement, it being expressly understood and agreed that, to the extent any such activities have been conducted by the Executive prior to the date of this Agreement and disclosed to the Board in writing prior to the date of this Agreement, the continued conduct of such activities (or, in lieu thereof, activities similar in nature and scope thereto) after the date of this Agreement shall be deemed not to interfere with the Executive’s duties and obligations to the Company under this Agreement. The Executive may serve as a member of the board of directors of other corporations, subject to the approval of a majority of the Board, which approval shall not be unreasonably withheld or delayed.

 

3.

COMPENSATION.

3.1  Base Salary. During the Term of Employment, the Executive shall be entitled to receive a base salary payable no less frequently than in equal bi-weekly installments at an annualized rate of no less than $1,200,000 (the “Base Salary”). The Base Salary shall be reviewed annually for increase (but not decrease) in the discretion of the Board. In conducting any such annual review, the Board shall take into account any change in the Executive’s responsibilities, increases in the compensation of other executives of the Company or any Affiliate (or any comparable competitor(s) of the Company Group), the performance of the Executive, the results and projections of the Company Group and other pertinent factors. Such increased Base Salary shall then constitute the Executive’s “Base Salary” for purposes of this Agreement.

3.2  Annual Bonus. The Company may pay the Executive an annual bonus (the “Annual Bonus”) for each calendar year ending during the Term of Employment in an amount that will be determined by the Board based on the performance of the Executive and of the business of the Company Group, but with a targeted annual payment amount (based upon achievement of applicable target-level performance) equal to the Target Annual Bonus. The Annual Bonus awarded to the Executive in respect of a calendar year shall be paid at the same time as annual bonuses for such calendar year are paid to other senior officers of the Company,

 

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and in any event no later than March 15 of the year following the calendar year in which such bonus is earned.

3.3  Equity Incentives. The Executive shall be eligible to participate in the Company’s and the Parent’s long-term incentive plans on terms and amounts determined by the Board or the Compensation Committee, to be commensurate with his position and duties.

3.4  Initial Equity Award. Not later than 15 days following the Effective Date (or, if later, the date on which the Executive and Parent are no longer subject to a trading blackout period), the Board or the Compensation Committee shall grant to the Executive an initial equity grant (the “Initial Equity Award”) as follows: (a) a stock option to acquire shares of the Parent’s common stock, at an exercise price per share equal to the per share price of the Parent’s common stock as of such grant date, with the number of shares subject to such stock option being that necessary to cause the Black- Scholes-Merton value of such stock option on the grant date to be equal to 200.00% of the Base Salary (determined using inputs consistent with those the Parent uses for its financial reporting purposes), which will vest 25% on each of the first four anniversaries of the Effective Date (subject to the Executive’s continued employment on the applicable vesting date); and (b) a number of restricted shares of the Parent equal to 200.00% of the Base Salary divided by the per share price of the Parent’s common stock as of such grant date, which will vest 25% on each of the first four anniversaries of the Effective Date (subject to the Executive’s continued employment on the applicable vesting date). The Initial Equity Award shall be subject to the terms of the Red Rock Resorts, Inc. Amended and Restated 2016 Equity Incentive Plan and the terms of the applicable award agreements.

 

4.

EMPLOYEE BENEFIT PROGRAMS.

4.1  Pension and Welfare Benefit Plans. During the Term of Employment, the Executive and his dependents where applicable shall be entitled to participate in all employee benefit programs made available to the Company’s executives or salaried employees generally, as such programs may be in effect from time to time, including pension and other retirement plans, group life insurance, group health insurance, accidental death and dismemberment insurance, long-term disability, sick leave (including salary continuation arrangements), paid time off, holidays and other employee benefit programs sponsored by the Company. During the Term of Employment, the Company shall also provide the Executive and his dependents where applicable with substantially the same group health, executive medical, disability and life insurance-related coverage and/or benefits and tax preparation services as provided to similarly situated executives (other than Frank J. Fertitta III) of the Company as of the Effective Date.

5.   BUSINESS EXPENSE REIMBURSEMENT; RELOCATION EXPENSES. During the Term of Employment, the Executive shall be entitled to receive reimbursement by the Company for all reasonable out-of-pocket expenses incurred by him in performing services under this Agreement, subject to providing the proper documentation of said expenses.

 

6.

TERMINATION OF EMPLOYMENT.

6.1  Termination Due to Death or Disability. The Executive’s employment shall be terminated immediately in the event of his death or Disability. In the event of a termination due

 

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to the Executive’s death or Disability, the Executive or his estate, as the case may be, shall be entitled, in lieu of any other compensation whatsoever, to:

(a)  Base Salary at the rate in effect at the time of his termination through the date of termination of employment;

(b)  any accrued but unpaid vacation or holiday pay through the date of termination of employment;

(c)  any Annual Bonus awarded but not yet paid, payable as specified in Section 3.2;

(d)  a Pro Rata Annual Bonus for the fiscal year in which death or Disability occurs, payable as specified in Section 3.2;

(e)  subject to Section 5, reimbursement for expenses incurred but not paid prior to such termination of employment; and

(f)  such rights to other vested compensation and benefits as may be provided in applicable plans and programs of the Company, including applicable employee benefit plans and programs, according to the terms and provisions of such plans and programs.

6.2  Termination by the Company for Cause. The Company may terminate the Executive for Cause at any time during the Term of Employment by giving written notice to the Executive within 90 days of the Company first becoming aware of the existence of Cause, and, unless the Executive takes remedial action resulting in the cessation of Cause within 30 days of receipt of such notification, the Company may terminate his employment for Cause at any time during the 40-day period following the expiration of such 30-day period (or, if such act or failure to act is not susceptible to remedy, during the 40-day period following the Company’s provision of notice regarding the existence of Cause). In the event of a termination for Cause, the Executive shall be entitled, in lieu of any other compensation whatsoever, to:

(a)  Base Salary at the rate in effect at the time of his termination through the date of termination of employment;

(b)  any accrued but unpaid vacation or holiday pay through the date of termination of employment;

(c)  any Annual Bonus awarded but not yet paid, payable as specified in Section 3.2;

(d)  subject to Section 5, reimbursement for expenses incurred but not paid prior to such termination of employment; and

(e)  such rights to other vested benefits as may be provided in applicable plans and programs of the Company, including applicable employee benefit plans and programs, according to the terms and conditions of such plans and programs.

 

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6.3  Termination by the Executive Without Good Reason. The Executive may terminate his employment on his own initiative for any reason upon 30 days’ prior written notice to the Company; provided, however, that during such notice period, the Executive shall reasonably cooperate with the Company (at no cost to the Executive) in minimizing the effects of such termination on the Company Group. Such termination shall have the same consequences as a termination for Cause under Section 6.2.

6.4  Termination by the Company Without Cause. Notwithstanding any other provision of this Agreement, the Company may terminate the Executive’s employment without Cause, other than due to death or Disability, at any time during the Term of Employment by giving written notice to the Executive. In the event of such termination, the Executive shall be entitled, in lieu of any other compensation whatsoever, to:

(a)  Any unpaid Base Salary at the rate in effect at the time of his termination through the date of termination of employment;

(b)  any accrued but unpaid vacation or holiday pay through the date of termination of employment;

(c)  subject to Section 7.3, an amount equal to the Executive’s annual Base Salary at the rate in effect at the time of his termination, paid in 12 equal monthly installments;

(d)  any Annual Bonus awarded but not yet paid, payable as specified in Section 3.2;

(e)  subject to Section 7.3, a Pro Rata Annual Bonus for the fiscal year in which such termination of employment occurs, payable as specified in Section 3.2;

(f)  subject to Section 5, reimbursement of expenses incurred but not paid prior to such termination of employment;

(g)  (i) continuation of the Executive’s group health insurance and long-term disability insurance, at the level in effect at the time of his termination of employment, through the end of the 12th month following such termination, or (ii) in the event the Company determines that continuation of such coverage is not permitted, a lump-sum payment to the Executive of the economic equivalent thereof (as if the Executive were employed during such period); and

(h)  such rights to other vested benefits as may be provided in applicable plans and programs of the Company, including applicable employee benefit plans and programs, according to the terms and conditions of such plans and programs.

6.5  Termination by the Executive With Good Reason. The Company covenants and agrees that it will not take any action, or fail to take any action, that will provide Good Reason for the Executive to terminate this Agreement. In the event that the Company takes any action, or fails to take any action, in violation of the proceeding sentence, then the Executive shall give, within 90 days of the Executive first becoming aware of the occurrence of such action

 

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or failure to act, written notice to the Company of the existence of Good Reason, and, unless the Company takes remedial action resulting in the cessation of Good Reason within 30 days of receipt of such notification, the Executive may terminate his employment for Good Reason at any time during the 40-day period following the expiration of such 30-day period (or,if such act or failure to act is not susceptible to remedy, during the 40-day period following the Executive’s provision of notice regarding the existence of Good Reason). Such termination shall have the same consequences as a termination without Cause under Section 6.4.

 

7.

CONDITIONS TO PAYMENTS.

7 .1  Timing of Payments. Unless otherwise provided herein or required by law, any payments to which the Executive shall be entitled under Section 6 following the termination of his employment shall be made as promptly as practicable and in no event later than five business days following such termination of employment; provided, however, that any amounts payable pursuant to Section 6.4(c) or (g) (or the same amounts payable pursuant to Section 6.5) shall be payable beginning upon the Company’s first ordinary payroll date after the 30th day following the termination of his employment, subject to the satisfaction of the conditions set forth in Section 7.3 prior to such date.

7.2  No Mitigation; No Offset. In the event of any termination of employment under Section 6, the Executive shall be under no obligation to seek other employment and there shall be no offset against amounts due to the Executive on account of any remuneration attributable to any subsequent employment that the Executive may obtain. Any amounts payable to the Executive are in the nature of severance payments, or liquidated damages, or both, and are not in the nature of a penalty.

7.3  General Release. No amounts payable to the Executive upon the termination of his employment pursuant to Section 6.4(c), (e) or (g) (or the same amounts payable pursuant to Section 6.5) shall be made to the Executive unless and until he executes a general release substantially in the form annexed to this Agreement as Exhibit A and such general release becomes effective within 30 days after the date of termination pursuant to its terms. If such release does not become effective within the time period prescribed above, the Company’s obligations under Section 6.4(c), (e) or (g) (or the same amounts payable pursuant to Section 6.5) shall not become payable.

 

8.

EXCISE TAX.

8.1  Notwithstanding any other provisions in this Agreement, in the event that any payment or benefit received or to be received by the Executive (including any payment or benefit received in connection with a change in control of the Company or the termination of the Executive’s employment, whether pursuant to the terms of this Agreement or any other plan, program, arrangement or agreement) (all such payments and benefits, together, the “Total Payments”) would be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code, or any successor provision thereto (the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, program, arrangement or agreement, the Company will reduce the Total Payments to the extent necessary so that no portion of the Total Payments is subject to the Excise

 

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Tax (but in no event to less than zero); provided, however, that the Total Payments will only be reduced if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state, municipal and local income and employment taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state, municipal and local income and employment taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).

8.2  In the case of a reduction in the Total Payments, the Total Payments will be reduced in the following order (unless reduction in another order is required to avoid adverse consequences under Section 409A of the Code, in which case, reduction will be in such other order): (i) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.2800-1, Q&A 24( a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.2800-1, Q&A 24(a), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.2800-1, Q&A 24) will next be reduced; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.2800-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (iv) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation Section 1.2800-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.2800- 1, Q&A 24) will next be reduced; and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will be next reduced pro-rata. Any reductions made pursuant to each of clauses (i)-(v) above will be made in the following manner: first, a pro-rata reduction of cash payment and payments and benefits due in respect of any equity not subject to Section 409A of the Code, and second, a pro-rata reduction of cash payments and payments and benefits due in respect of any equity subject to Section 409A of the Code as deferred compensation.

8.3  For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax: (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280O(b) of the Code will be taken into account; (ii) no portion of the Total Payments will be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the Executive and selected by the accounting firm which was, immediately prior to the change in control, the Company’s independent auditor (the “Auditor”), does not constitute a “parachute payment” within the meaning of Section 280O(b)(2) of the Code (including by reason of Section 280O(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280O(b)(4)(B) of the Code, in excess of the “base amount” ( as set forth in Section 280O(b )(3) of the Code) that is allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Auditor in accordance with the principles of Sections 2800(d)(3) and (4) of the Code.

 

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8.4  At the time that payments are made under this Agreement, the Company will provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations, including any opinions or other advice the Company received from Tax Counsel or the Auditor. If the Executive objects to the Company’s calculations, the Company will pay to the Executive such portion of the Total Payments (up to 100% thereof) as the Executive determines is necessary to result in the proper application of this Section 8. All determinations required by this Section 8 (or requested by either the Executive or the Company in connection with this Section 8) will be at the expense of the Company. The fact that the Executive’s right to payments or benefits may be reduced by reason of the limitations contained in this Section 8 will not of itself limit or otherwise affect any other rights of the Executive under this Agreement.

9.   INDEMNIFICATION.

9.1  General. The Company agrees that if the Executive is made a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative ( an “lndemnifiable Action”), by reason of the fact that he is or was a director or officer of the Company or the Parent or is or was serving at the request of the Company or the Parent as a director, officer, member, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Indemnifiable Action is alleged action in an official capacity as a director, officer, member, employee or agent he shall be indemnified and held harmless by the Company and the Parent to the fullest extent authorized by Nevada law and the Company’s and the Parent’s by-laws, as the same exist or may hereafter be amended (but, in the case of any such amendment to the Company’s or the Parent’s by-laws, only to the extent such amendment permits the Company or the Parent to provide broader indemnification rights than the Company’s or the Parent’s by-laws permitted the Company or the Parent to provide before such amendment, as applicable), against all expense, liability and loss (including attorneys’ fees, judgments, fines, or penalties and amounts paid or to be paid in settlement) incurred or suffered by the Executive in connection therewith. The indemnification provided to the Executive pursuant to this Section 9 shall be in addition to, and not in lieu of, any indemnification provided to the Executive pursuant to (a) any separate indemnification agreement between the Executive and any member of the Company Group, (b) the Company’s and/or the Parent’s charter and/or bylaws, and/or (c) applicable law; provided that nothing herein or therein shall entitle the Executive to recover any expense, liability or loss more than once.

9.2  Procedure. The indemnification provided to the Executive pursuant to this Section 9 shall be subject to the following conditions:

(a)  The Executive must promptly give the Company written notice of any actual or threatened Indemnifiable Action and, upon providing such notice, the Executive shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption in reaching any contrary determination; provided, however, that the Executive’s failure to give such notice shall not affect the Company’s obligations hereunder;

 

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(b)  The Company will be permitted, at its option, to participate in, or to assume, the defense of any Indemnifiable Action, with counsel approved by the Executive; provided, however, that (i) the Executive shall have the right to employ his own counsel in such Indemnifiable Action at the Executive’s expense; and (ii) if (A) the retention of counsel by the Executive has been previously authorized by the Company, (B) the Executive shall have concluded, based on the advice of his legal counsel, that there may be a conflict of interest between the Company and the Executive in the conduct of any such defense, or ( C) the Company shall not, in fact, have retained counsel to assume the defense of such Indemnifiable Action, the fees and expenses of the Executive’s counsel shall be at the expense of the Company; and provided, further, that the Company shall not settle any action or claim that would impose any limitation or penalty on the Executive without obtaining the Executive’s prior written consent, which consent shall not be unreasonably withheld;

(c)   The Executive must provide reasonable cooperation to the Company in the defense of any Indemnifiable Action; and

(d)  The Executive must refrain from settling any Indemnifiable Action without obtaining the Company’s prior written consent, which consent shall not be unreasonably withheld.

9.3  Advancement of Costs and Expenses. The Company agrees to advance all costs and expenses referred to in Sections 9.1 and 9.6; provided, however, that the Executive agrees to repay to the Company any amounts so advanced only if, and to the extent that, it shall ultimately be determined by a court of competent jurisdiction that the Executive is not entitled to be indemnified by the Company or the Parent as authorized by this Agreement. The advances to be made hereunder shall be paid by the Company to or on behalf of the Executive within 20 days following delivery of a written request therefor by the Executive to the Company. The Executive’s entitlement to advancement of costs and expenses hereunder shall include those incurred in connection with any action, suit or proceeding by the Executive seeking a determination, adjudication or arbitration in award with respect to his rights and/or obligations under this Section 9.

9.4  Non-Exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending an Indemnifiable Action in advance of its final disposition conferred in this Section 9 shall not be exclusive of any other right which the Executive may have or hereafter may acquire under any statute, provision of the certificate of incorporation or by-laws of the Company or the Parent, agreement, vote of stockholders or disinterested directors or otherwise.

9.5  D&O Insurance. The Company will maintain a directors’ and officers’ liability insurance policy covering the Executive that provides coverage that is reasonable in relation to the Executive’s position during the Term of Employment.

9.6  Witness Expenses. Notwithstanding any other provision of this Agreement, the Company and the Parent shall indemnify the Executive if and whenever he is a witness or threatened to be made a witness to any action, suit or proceeding to which the Executive is not a

 

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party, by reason of the fact that the Executive is or was a director or officer of the Company or its Affiliates or by reason of anything done or not done by him in such capacity, against all expense, liability and loss incurred or suffered by the Executive in connection therewith; provided, however, that if the Executive is no longer employed by the Company, the Company will compensate him, on an hourly basis, for all time spent (except for time spent actually testifying), at either his then current compensation rate or his Base Salary at the rate in effect as of the termination of his employment, whichever is higher.

9.7  Survival. The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement, regardless of the reason for such termination.

10.  DUTY OF LOYALTY.

10.1  General. The Parties hereto understand and agree that the purpose of the restrictions contained in this Section 10 is to protect the goodwill and other legitimate business interests of the Company and its Affiliates and that the Company would not have entered into this Agreement in the absence of such restrictions. The Executive acknowledges and agrees that the restrictions are reasonable and do not, and will not, unduly impair his ability to earn a living after the termination of his employment with the Company.

10.2  Confidential Information. The Executive understands and acknowledges that Confidential Information constitutes a valuable asset of the Company and its Affiliates and may not be converted to the Executive’s own or any third party’s use. Accordingly, the Executive hereby agrees that he shall not, directly or indirectly, during the Term of Employment or at any time after the termination of his employment, disclose any Confidential Information to any Person not expressly authorized by the Company to receive such Confidential Information. The Executive further agrees that he shall not, directly or indirectly, during the Term of Employment or at any time after the termination of his employment, use or make use of any Confidential Information in connection with any business activity other than that of the Company. The Parties acknowledge and agree that this Agreement is not intended to, and does not, alter the Company’s or the Parent’s rights, or the Executive’s obligations, under any state or federal statutory or common law regarding trade secrets and unfair trade practices.

10.3  Company Property. All Company Property is and shall remain exclusively the property of the Company. Unless authorized in writing to the contrary, the Executive shall promptly, and without charge, deliver to the Company on the termination of employment hereunder, or at any other time the Company may so request, all Company Property that the Executive may then possess or have under his control.

10.4  [Reserved].

10.5  Non-Solicitation of Employees. The Executive agrees that, during the Restricted Period, he will not, directly or indirectly, for himself, or as agent, or on behalf of or in conjunction with any other person, firm, partnership, corporation or other entity, induce or entice any employee of the Company or any Affiliate to leave such employment, or otherwise hire or retain any employee of the Company or any Affiliate, or cause or assist anyone else in doing so. For the purposes of this Section 10.5, the term “employee” shall include consultants and

 

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independent contractors, and shall be deemed to include current employees and any employee who left the employ of the Company or any Affiliate within six months prior to any such inducement or enticement or hiring or retention of that person. The term “employee” as used in this Section 10.5 does not include the Executive’s executive assistant.

10.6  Non-Competition. The Executive agrees that, during the Restricted Period, the Executive shall not, without the express written consent of the Board, directly or indirectly enter the employ of, act as a consultant to or otherwise render any services on behalf of, act as a lender to, or be a director, officer, principal, agent, stockholder, member, owner or partner of, or permit the Executive’s name to be used in connection with the activities of any other business, organization or third party engaged in the gaming industry or otherwise in the same business as the Company or any Affiliate and that directly or indirectly conducts its business in the Restricted Area. For purposes of this Agreement, “Restricted Area” shall mean (a) the City of Las Vegas, Nevada, and the area within a 30-mile radius of that city, and (b) any area in or within a 30-mile radius of any other jurisdiction in which the Company or any of its Affiliates is directly or indirectly engaged in the development, ownership, operation or management of any gaming activities or is actively pursuing any such activities.

10. 7  Remedies. The Executive and the Company acknowledge that the covenants contained in this Section 10 are reasonable under the circumstances. Accordingly, if, in the opinion of any court of competent jurisdiction, any such covenant is not reasonable in any respect, such court will have the right, power and authority to sever or modify any provision or provisions of such covenants as to the court will appear not reasonable and to enforce the remainder of the covenants as so amended. The Executive further acknowledges that the remedy at law available to the Company Group for breach of any of the Executive’s obligations under this Section 10 would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, in addition to any other rights or remedies that the Company Group may have at law, in equity or under this Agreement, upon proof of the Executive’s violation of any such provision of this Agreement, the Company Group will be entitled to seek immediate injunctive relief and may seek a temporary order restraining any threatened or further breach, without the necessity of proof of actual damage or the posting of any bond.

10.8  Protected Disclosures.

(a)  Nothing in this Agreement will preclude, prohibit or restrict the Executive from (i) communicating with any federal, state or local administrative or regulatory agency or authority, including but not limited to the Securities and Exchange Commission (the “SEC”); (ii) participating or cooperating in any investigation conducted by any governmental agency or authority; or (iii) filing a charge of discrimination with the United States Equal Employment Opportunity Commission or any other federal state or local administrative agency or regulatory authority.

(b)  Nothing in this Agreement, or any other agreement between the parties, prohibits or is intended in any manner to prohibit, the Executive from (i) reporting a possible violation of federal or other applicable law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, the U.S.

 

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Congress, and any governmental agency Inspector General, or (ii) making other disclosures that are protected under whistleblower provisions of federal law or regulation. This Agreement does not limit the Executive’s right to receive an award (including, without limitation, a monetary reward) for information provided to the SEC. The Executive does not need the prior authorization of anyone at the Company to make any such reports or disclosures, and the Executive is not required to notify the Company that the Executive has made such reports or disclosures.

(c)  Nothing in this Agreement or any other agreement or policy of the Company is intended to interfere with or restrain the immunity provided under 18 U.S.C. § 1833(b ). The Executive cannot be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) (A) in confidence to federal, state or local government officials, directly or indirectly, or to an attorney, and (B) for the purpose of reporting or investigating a suspected violation of law; (ii) in a complaint or other document filed in a lawsuit or other proceeding, if filed under seal; or (iii) in connection with a lawsuit alleging retaliation for reporting a suspected violation of law, if filed under seal and does not disclose the trade secret, except pursuant to a court order.

(d)  The foregoing provisions regarding Protected Disclosures are intended to comply with all applicable laws. If any laws are adopted, amended or repealed after the execution of this Agreement, this Agreement shall be deemed to be amended to reflect the same.

10.9  Survival. The Executive agrees that the provisions of this Section 10 shall survive the termination of this Agreement and the termination of the Executive’s employment to the extent provided above.

11.  DISPUTE RESOLUTION; FEES. Except as otherwise provided in Section 9.3, the Parties agree that in the event any Party finds it necessary to initiate any legal action to obtain any payments, benefits or rights provided by this Agreement to such Party, the other Party shall reimburse such Party for all reasonable attorney’s fees and other related expenses incurred by him or it to the extent such Party is successful in such action.

12.  NOTICES. All notices, demands and requests required or permitted to be given to a Party under this Agreement shall be in writing (which shall include email) and shall be deemed to have been given when delivered personally ( or if sent by email, when delivered electronically to the recipient) or sent by certified or registered mail, postage prepaid, return receipt requested, duly addressed to the Party concerned at the address indicated below or to such changed address as such Party may subsequently give notice of:

 

If to the Company:

  

Station Casinos LLC

1505 S. Pavilion Center Drive

Las Vegas, Nevada 89135

Attention: Chief Financial Officer

With a copy (which shall not constitute notice) to:

 

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Milbank LLP

55 Hudson Yards

New York, NY 10001

Attention: Kelly P. Bartley

If to the Parent:

  

Red Rock Resorts, Inc.

1505 S. Pavilion Center Drive

Las Vegas, Nevada 89135

Attention: Chief Financial Officer

If to the Executive:

  

To the Executive’s most current home address, as

set forth in the employment records of the Company

13.  BENEFICIARIES/REFERENCES. The Executive shall be entitled to select a beneficiary or beneficiaries to receive any compensation or benefit payable hereunder following the Executive’s death, and may change such election, by giving the Company written notice thereof. In the event of the Executive’s death or a judicial determination of his incompetence, reference in this Agreement to the Executive shall be deemed, where appropriate, to refer to his beneficiary, estate or other legal representative.

14.  SURVIVORSHIP. The respective rights and obligations of the Parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations, whether or not survival is specifically set forth in the applicable provisions. The provisions of this Section 14 are in addition to the survivorship provisions of any other Section of this Agreement.

15.  REPRESENTATIONS AND WARRANTIES. Each Party represents and warrants that he or it is fully authorized and empowered to enter into this Agreement and that the performance of his or its obligations under this Agreement will not violate any agreement between that Party and any other Person.

16.  ENTIRE AGREEMENT. This Agreement contains the entire agreement among the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, among the Parties with respect thereto. No representations, inducements, promises or agreements not embodied herein shall be of any force or effect.

17.  ASSIGN ABILITY; BINDING NATURE. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs and assigns; provided, however, that no rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive, other than rights to compensation and benefits hereunder, which may be transferred only by will or operation of law and subject to the limitations of this Agreement; and provided, further, that no rights or obligations of the Company under this Agreement may be assigned or transferred by the Company, except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or

 

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substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company under this Agreement, either contractually or as a matter of law.

18.  AMENDMENT OR WAIVER. No provision in this Agreement may be amended or waived unless such amendment or waiver is agreed to in writing, signed by all Parties. No waiver by one Party of any breach by any other Party of any condition or provision of this Agreement to be performed by such other Party shall be deemed a waiver of a similar or dissimilar condition or provision at the same or any prior or subsequent time. No failure of the Company to exercise any power given it hereunder or to insist upon strict compliance by the Executive with any obligation hereunder, and no custom or practice at variance with the terms hereof, shall constitute a waiver of the right of the Company to demand strict compliance with the terms hereof.

19.  SEVERABILITY. In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law. Without limiting the generality of the immediately preceding sentence, in the event that a court of competent jurisdiction or an arbitrator appointed in accordance with Section 21 determines that the provisions of this Agreement would be unenforceable as written because they cover too extensive a geographic area, too broad a range of activities or too long a period of time, or otherwise, then such provisions will automatically be modified to cover the maximum geographic area, range of activities and period of time as may be enforceable, and, in addition, such court or arbitrator (as applicable) is hereby expressly authorized to so modify this Agreement and to enforce it as so modified.

20.  SECTION 409A. Notwithstanding anything in this Agreement to the contrary, no payment under this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409 A of the Code) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Executive’s Separation From Service (which, for the avoidance of doubt, will be considered a part of the Deferred Amount) will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Executive’s Separation From Service or (ii) the Executive’s death. The Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. ( or its successor) during the deferral period and shall be paid with the Deferred Amount. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such payment or benefit would be considered deferred

 

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compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment under this Agreement is intended to be a ‘“separate payment” and not one of a series of payments for purposes of Section 409A of the Code.

21. MUTUAL ARBITRATION AGREEMENT.

21.1  Arbitrable Claims. All disputes between the Executive (and his attorneys, successors, and assigns) and the Company ( and its trustees, beneficiaries, officers, directors, managers, affiliates, employees, agents, successors, attorneys, and assigns) relating in any manner whatsoever to the employment or termination of the Executive, including all disputes arising under this Agreement (“Arbitrable Claims”), shall be resolved by binding arbitration as set forth in this Section 21 (the “Mutual Arbitration Agreement”). Arbitrable Claims shall include claims for compensation, claims for breach of any contract or covenant (express or implied), and tort claims of all kinds, as well as all claims based on any federal, state, or local law, statute or regulation, but shall not include the Company’s right to seek injunctive relief as provided in Section 10.7. Arbitration shall be final and binding upon the Parties and shall be the exclusive remedy for all Arbitrable Claims. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HA VE TO TRIAL BY JUDGE OR JURY IN REGARD TO ARBITRABLE CLAIMS, EXCEPT AS PROVIDED BY SECTION 21.4.

21.2  Procedure. Arbitration of Arbitrable Claims shall be in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association, as amended, and as augmented in this Agreement. Either Party may bring an action in court to compel arbitration under this Agreement and to enforce an arbitration award. Otherwise, neither Party shall initiate or prosecute any lawsuit, appeal or administrative action in any way related to an Arbitrable Claim. The initiating Party must file and serve an arbitration claim within 60 days of learning the facts giving rise to the alleged claim. All arbitration hearings under this Agreement shall be conducted in Las Vegas, Nevada. The Federal Arbitration Act shall govern the interpretation and enforcement of this Agreement. Subject to Section 11, the fees of the arbitrator shall be divided equally between both Parties.

21.3  Confidentiality. All proceedings and all documents prepared in connection with any Arbitrable Claim shall be confidential and, unless otherwise required by law, the subject matter and content thereof shall not be disclosed to any Person other than the Parties, their counsel, witnesses and experts, the arbitrator and, if involved, the court and court staff.

21.4  Applicability. This Section 21 shall apply to all disputes under this Agreement other than disputes relating to the enforcement of the Company’s rights under Section 10 of this Agreement.

21.5  Acknowledgements. The Executive acknowledges that he:

 

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(a)  has carefully read this Section 21;

(b)  understands its terms and conditions; and

(c)  has entered into this Mutual Arbitration Agreement voluntarily and not in reliance on any promises or representations made by the Company other than those contained in this Mutual Arbitration Agreement.

22.  GOVERNING LAW. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Nevada without reference to the principles of conflict of laws thereof. In the event of any dispute or controversy arising out of or relating to this Agreement that is not an Arbitrable Claim, the Parties mutually and irrevocably consent to, and waive any objection to, the exclusive jurisdiction of any court of competent jurisdiction in Clark County, Nevada, to resolve such dispute or controversy.

23.  HEADINGS; INTERPRETATION. The headings of the Sections and Sections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement. The word “including” (in its various forms) means including without limitation. All references in this Agreement to “days” refer to “calendar days” unless otherwise specified.

24.  CLAWBACK. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with any member of the Company Group or any Affiliate, which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement ( or any policy adopted by any member of the Company Group or an Affiliate pursuant to any such law, government regulation or stock exchange listing requirement).

25.  WITHHOLDING. The Company and any Affiliate will have the right to withhold from any amount payable hereunder any federal, state, city, local, foreign or other taxes in order for the Company or any Affiliate to satisfy any withholding tax obligation it may have under any applicable law, regulation or ruling.

26.  GUARANTEE. The Parent and Station Holdco LLC, to the fullest extent permitted by applicable law, hereby irrevocably and unconditionally guarantees to the Executive the prompt performance and payment in full when due of all obligations of the Company to the Executive under this Agreement.

27.  COUNTERPARTS. This Agreement may be executed in counterparts, including by email delivery of a scanned signature page in pdf or tiff format, each of which shall be deemed an original and all of which shall constitute one and the same Agreement with the same effect as if all Parties had signed the same signature page. Any signature page of this Agreement may be delivered detached from any counterpart of this Agreement and reattached to any other counterpart of this Agreement identical in form hereto but having attached to it one or more additional signature pages.

 

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[Remainder of page intentionally left blank]

 

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IN WITNESS WHEREOF, the undersigned have executed this Agreement on the respective dates set forth below.

 

STATION CASINOS LLC

By:  

/s/ Stephen Cootey

 

Name:

  STEPHEN COOTEY

Title:

  CFO

Date:

  06/11/2026

RED ROCK RESORTS, INC.

(for itself and on behalf of Station Casinos LLC)

By:  

/s/ Stephen Cootey

 

Name:

  STEPHEN COOTEY

Title:

  CFO

Date:

  06/11/2026

EXECUTIVE

By:   /s/ J. Colby Williams

Name:

 

J. COLBY WILLIAMS

Title:

 

EVP & General Counsel

Date:

 

6.9.26

 

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EXHIBIT A

GENERAL RELEASE AND COVENANT NOT TO SUE

This GENERAL RELEASE AND COVENANT NOT TO SUE (this “Release”) is executed and delivered by J. COLBY WILLIAMS (the “Executive”) to RED ROCK RESORTS, INC., STATION CASINOS LLC, and STATION HOLDCO LLC (collectively, the “Company”).

In consideration of the agreement by the Company or its affiliates to provide certain separation payments pursuant to [Section 6.4]/[Section 6.5] of the Employment Agreement between the Executive and the Company, dated as of June[_], 2026 (the “Employment Agreement”), and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Executive hereby agrees as follows:

1.  RELEASE AND COVENANT. THE EXECUTIVE, OF HIS OWN FREE WILL, VOLUNTARILY RELEASES AND FOREVER DISCHARGES THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES, AND EACH OF THEIR RESPECTIVE PAST AND PRESENT AGENTS, EMPLOYEES, MANAGERS, REPRESENTATIVES, OFFICERS, DIRECTORS, ATTORNEYS, ACCOUNTANTS, TRUSTEES, SHAREHOLDERS, PARTNERS, INSURERS, HEIRS, PREDECESSORS-IN-INTEREST, ADVISORS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”) FROM, AND COVENANTS NOT TO SUE OR PROCEED AGAINST ANY OF THE FOREGOING ON THE BASIS OF, ANY AND ALL PAST OR PRESENT CAUSES OF ACTION, SUITS, AGREEMENTS OR OTHER RIGHTS OR CLAIMS WHICH THE EXECUTIVE, HIS DEPENDENTS, RELATIVES, HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS HAS OR HAVE AGAINST ANY OF THE RELEASED PARTIES UPON OR BY REASON OF ANY MATTER ARISING OUT OF HIS EMPLOYMENT BY THE COMPANY AND ITS SUBSIDIARIES AND THE CESSATION OF SAID EMPLOYMENT, AND INCLUDING, BUT NOT LIMITED TO, ANY ALLEGED VIOLATION OF THE CIVIL RIGHTS ACTS OF 1964 AND 1991, THE EQUAL PAY ACT OF 1963, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967 (INCLUDING THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990), THE REHABILITATION ACT OF 1973, THE FAMILY AND MEDICAL LEAVE ACT OF 1993, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE EMPLOYMENT RETIREMENT INCOME SECURITY ACT OF 1974, THE NEVADA FAIR EMPLOYMENT PRACTICES ACT, THE LABOR LAWS OF THE UNITED STATES AND NEVADA, AND ANY OTHER FEDERAL, STATE OR LOCAL LAW, REGULATION OR ORDINANCE, OR PUBLIC POLICY, CONTRACT OR TORT LAW, HAVING ANY BEARING WHATSOEVER ON THE TERMS AND CONDITIONS OR CESSATION OF HIS EMPLOYMENT WITH THE COMPANY AND ITS SUBSIDIARIES. THIS RELEASE DOES NOT AFFECT ANY RIGHTS THE EXECUTIVE MAY HA VE TO FILE A CHARGE WITH ANY FEDERAL OR STATE ADMINISTRATIVE AGENCY; PROVIDED, HOWEVER, THAT THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE EXECUTIVE IS NOT ENTITLED TO ANY PERSONAL RECOVERY IN ANY SUCH AGENCY PROCEEDINGS (EXCEPT AS OTHERWISE PERMITTED PURSUANT TO SECTION 10.8 OF THE EMPLOYMENT AGREEMENT).

 

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2.  DUE CARE. THE EXECUTIVE ACKNOWLEDGES THAT HE HAS RECEIVED A COPY OF THIS RELEASE PRIOR TO ITS EXECUTION AND HAS BEEN ADVISED HEREBY OF HIS OPPORTUNITY TO REVIEW AND CONSIDER THIS RELEASE FOR TWENTY-ONE (21) DAYS FOLLOWING RECEIPT PRIOR TO EXECUTING. THE EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS BEEN ADVISED HEREBY TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS RELEASE. THE EXECUTIVE ENTERS INTO THIS RELEASE HAYING FREELY AND KNOWINGLY ELECTED, AFTER DUE CONSIDERATION, TO EXECUTE THIS RELEASE AND TO FULFILL THE PROMISES SET FORTH HEREIN. THIS RELEASE SHALL BE REVOCABLE BY THE EXECUTIVE DURING THE SEVEN (7) DAY PERIOD FOLLOWING ITS EXECUTION, AND SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE EXPIRATION OF SUCH SEVEN (7) DAY PERIOD. IN THE EVENT OF SUCH A REVOCATION, THE EXECUTIVE SHALL NOT BE ENTITLED TO THE CONSIDERATION FOR THIS RELEASE SET FORTH ABOVE.

3.  RELIANCE BY THE EXECUTIVE. THE EXECUTIVE ACKNOWLEDGES THAT, IN HIS DECISION TO ENTER INTO THIS RELEASE, HE HAS NOT RELIED ON ANY REPRESENTATIONS, PROMISES OR ARRANGEMENT OF ANY KIND, INCLUDING ORAL STATEMENTS BY REPRESENTATIVES OF THE COMPANY, EXCEPT AS SET FORTH IN THIS RELEASE.

4.  MISCELLANEOUS. THIS RELEASE SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA WITHOUT REFERENCE TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF. IF ANY PROVISION OF THIS RELEASE IS HELD INVALID OR UNENFORCEABLE FOR ANY REASON, THE REMAINING PROVISIONS SHALL BE CONSTRUED AS IF THE INVALID OR UNENFORCEABLE PROVISION HAD NOT BEEN INCLUDED.

This GENERAL RELEASE AND COVENANT NOT TO SUE is executed by the Executive and delivered to the Company [date]

 

“Executive”

                   

J. COLBY WILLIAMS

 

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EX-31.1 3 rrrex311-63026.htm EX-31.1 Document

Exhibit 31.1

CERTIFICATION
I, Frank J. Fertitta III, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Red Rock Resorts, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
(c)evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 6, 2026
/s/ FRANK J. FERTITTA III
Frank J. Fertitta III
Chief Executive Officer


EX-31.2 4 rrrex312-63026.htm EX-31.2 Document

Exhibit 31.2

CERTIFICATION
I, Stephen L. Cootey, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Red Rock Resorts, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
(c)evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 6, 2026
/s/ STEPHEN L. COOTEY
Stephen L. Cootey
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)


EX-32.1 5 rrrex321-63026.htm EX-32.1 Document

Exhibit 32.1

Red Rock Resorts, Inc.
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(18 U.S.C. Section 1350)
    Pursuant to the requirements of Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Sections 1350(a) and (b)), the undersigned hereby certifies as follows:
1.Frank J. Fertitta III is the Chief Executive Officer of Red Rock Resorts, Inc. (the "Company").
2.The undersigned certifies to the best of his knowledge:
(A)The Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 accompanying this Certification, in the form filed with the Securities and Exchange Commission (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(B)The information in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: August 6, 2026
/s/ FRANK J. FERTITTA III
Frank J. Fertitta III
Chief Executive Officer


EX-32.2 6 rrrex322-63026.htm EX-32.2 Document

Exhibit 32.2

Red Rock Resorts, Inc.
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(18 U.S.C. Section 1350)
    Pursuant to the requirements of Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Sections 1350(a) and (b)), the undersigned hereby certifies as follows:
1.Stephen L. Cootey is the Principal Financial Officer of Red Rock Resorts, Inc. (the "Company").
2.The undersigned certifies to the best of his knowledge:
(A)The Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 accompanying this Certification, in the form filed with the Securities and Exchange Commission (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(B)The information in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: August 6, 2026
/s/ STEPHEN L. COOTEY
Stephen L. Cootey
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)