of this Current Report on Form 8-K12B is incorporated hereunder by reference. Pursuant to the terms of the MTA, as a result of the Transactions, each Company Option outstanding as of the Equity Award Settlement Date was accelerated and became fully vested and exercisable as of the Equity Award Settlement Date. Effective on the Equity Award Settlement Date and prior to the F Reorganization Effective Time, each vested Company Option (after giving effect to such acceleration) that was then outst…

Material Modification to Rights of Security Holders. The information set forth above under Introduction and in Items 1.02, 2.01, 3.01 and 5.01 of this Current Report on Form 8-K12B is incorporated by reference into this

Changes in Control of Registrant. The information set forth above under Introduction and in Items 1.02, 2.01, 3.01 and 5.02 of this Current Report on Form 8-K12B is incorporated by reference into this

Completion of Acquisition or Disposition of Assets. The information set forth above under Introduction and

On April 30, 2026, the Registrant notified Nasdaq that the Transactions had been completed. The Registrant also requested that Nasdaq suspend trading of New HoldCo common stock and file a Form 25 with the Securities and Exchange Commission (the “ SEC ”) to delist New HoldCo common stock from Nasdaq and deregister New HoldCo common stock under Section 12(b) of the Exchange Act. The Registrant also intends to file a Form 15 with the SEC requesting the termination of registration of New HoldCo c…

Blake L. Sartini, Mark A. Lipparelli, Ann D. Dozier, Terrence L. Wright, Andy H. Chien, Charles H. Protell, Blake L. Sartini II, Viktoryia G. Pulliam, Phyllis Gilland: All board members and officers resigned or ceased their roles due to the Transactions, with Blake L. Sartini's employment also being terminated.

Other Events. Anticipated Closing Date As previously disclosed, Golden Entertainment, Inc. (the “ Company ”) entered into a Master Transaction Agreement (as may be amended, supplemented or modified from time to time, the “ MTA ”) with Argento, LLC, VICI Properties Inc., and VICI ROYAL MERGER SUB LLC on November 6, 2025. The closing of the transactions contemplated by the MTA (the “ Closing ”) is conditioned on, among other things, receipt of all waivers, consents, clearances, approvals and au…

Results of Operations and Financial Condition. On February 27, 2026, Golden Entertainment, Inc. issued a press release announcing its financial results for the quarter and year ended December 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2. of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Ex…

Entry into a Material Definitive Agreement. On November 6, 2025, Golden Entertainment, Inc., a Minnesota corporation (the “ Company ,” “ we ,” “ us ,” or “ our ”), entered into a Master Transaction Agreement (the “ MTA ”) with Argento, LLC, a Nevada limited liability company (“ OpCo Buyer ”), VICI Properties Inc., a Maryland corporation (“ PropCo Buyer ”), and VICI ROYAL MERGER SUB LLC, a Delaware limited liability company and a wholly owned subsidiary of PropCo Buyer (“ PropCo Merger Sub ”).…

and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act. No Offer or Solicitation This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities…

Results of Operations and Financial Condition. On November 6, 2025, Golden Entertainment, Inc. issued a press release announcing its financial results for the three and nine months ended September 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2. of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securiti…

Results of Operations and Financial Condition. On August 7, 2025, Golden Entertainment, Inc. issued a press release announcing its financial results for the three and six months ended June 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2. of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Excha…

The filing discloses the shareholder approval of an amended incentive award plan, which is a compensatory arrangement rather than a change in management or board composition.

Results of Operations and Financial Condition. On May 8, 2025, Golden Entertainment, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2. of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934…

Chief Accounting Officer — Thomas E. Haas: The Chief Accounting Officer is retiring with a named internal successor, representing an orderly succession rather than a sudden loss of leadership.

Results of Operations and Financial Condition. On February 27, 2025, Golden Entertainment, Inc. issued a press release announcing its financial results for the quarter and year ended December 31, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2. of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Ex…

Results of Operations and Financial Condition. On November 7, 2024, Golden Entertainment, Inc. issued a press release announcing its financial results for the three and nine months ended September 30, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2. of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securiti…

Results of Operations and Financial Condition. On August 8, 2024, Golden Entertainment, Inc. issued a press release announcing its financial results for the three and six months ended June 30, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2. of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Excha…

Changes in Registrant’s Certifying Accountants. On June 19, 2024, the Audit Committee of the Board of Directors of Golden Entertainment, Inc. (the “Company”) completed a process to review the appointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. As a result of this process, following the review and evaluation of the proposals from the participating firms, the Audit Committee notified Ernst & Young LLP (“EY”) that it had determ…

Entry into a Material Definitive Agreement. On May 29, 2024, Golden Entertainment, Inc. (the “Company”) entered into the Third Amendment to First Lien Credit Agreement (the “Third Amendment”), by and among the Company, the subsidiary guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (the “Agent”). The Third Amendment amended that certain First Lien Credit Agreement, dated as of October 20, 2017, by and among the Company, the subsidiary…

Director — Anthony A. Marnell III: A director resigned for personal reasons with no disagreement, which is a standard board turnover event rather than a loss of a senior executive officer.

Results of Operations and Financial Condition. On May 8, 2024, Golden Entertainment, Inc. issued a press release announcing its financial results for the first quarter ended March 31, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2. of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act o…

Termination of a Material Definitive Agreement. On April 15, 2024, Golden Entertainment, Inc. (the “Company”) redeemed and repaid in full all of its 7.625% Senior Unsecured Notes due April 15, 2026 (“2026 Unsecured Notes”), issued as of April 15, 2019 (as amended, supplemented or otherwise modified, the “Indenture”), by and between the Company, the guarantors party thereto and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”). The Company’s pay…

COO — Blake L. Sartini II: The filing discloses the internal promotion of Blake L. Sartini II to COO and the role transition of Stephen A. Arcana to Chief Development Officer, representing an orderly succession rather than a loss of executive talent.

Results of Operations and Financial Condition. On February 29, 2024, Golden Entertainment, Inc. issued a press release announcing its financial results for the quarter and year ended December 31, 2023. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2. of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Ex…