Amendment: SEC Form SCHEDULE 13D/A filed by Red Rock Resorts Inc.
$RRR
Hotels/Resorts
Consumer Discretionary
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)
|
Red Rock Resorts, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.01 (Title of Class of Securities) |
75700L108 (CUSIP Number) |
Frank J. Fertitta III 1505 South Pavilion Center Drive, Las Vegas, NV, 89135 (702) 495-3000 Brett D. Nadritch, Esq. Milbank LLP, 55 Hudson Yards New York, NY, 10001 (212) 530-5100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/11/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 75700L108 |
| 1 |
Name of reporting person
Fertitta Business Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEVADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
25,611,797.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
30.24 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 75700L108 |
| 1 |
Name of reporting person
FI Station Investor LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
20,573,553.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
25.84 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 75700L108 |
| 1 |
Name of reporting person
FBM Sub 1 LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,258,024.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 75700L108 |
| 1 |
Name of reporting person
The Frank J. Fertitta, III and Jill Ann Fertitta Family Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEVADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,897,535.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.21 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 75700L108 |
| 1 |
Name of reporting person
FJF, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEVADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,897,535.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.21 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 75700L108 |
| 1 |
Name of reporting person
The Lorenzo J. Fertitta and Teresa Jo Fertitta Family Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEVADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,829,535.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.79 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 75700L108 |
| 1 |
Name of reporting person
Frank J. Fertitta, III 2006 Irrevocable Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEVADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 75700L108 |
| 1 |
Name of reporting person
Lorenzo J. Fertitta 2006 Irrevocable Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEVADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 75700L108 |
| 1 |
Name of reporting person
Fertitta Holdco LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
20,573,553.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
25.84 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 75700L108 |
| 1 |
Name of reporting person
Fertitta Investment LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
18,984,810.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.33 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 75700L108 |
| 1 |
Name of reporting person
KVF Investments, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEVADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,818,204.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.69 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 75700L108 |
| 1 |
Name of reporting person
LNA Investments, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEVADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,818,204.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.69 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 75700L108 |
| 1 |
Name of reporting person
KVF RRR, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEVADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,843,134.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.12 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 75700L108 |
| 1 |
Name of reporting person
LNA RRR, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEVADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
911,134.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.54 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 75700L108 |
| 1 |
Name of reporting person
F & J Fertitta Family Business Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEVADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,805,899.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.81 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 75700L108 |
| 1 |
Name of reporting person
L & T Fertitta Family Business Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEVADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,805,899.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.81 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 75700L108 |
| 1 |
Name of reporting person
F & J Fertitta Grandchildren's 2020 Irrevocable Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEVADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
675,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.14 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 75700L108 |
| 1 |
Name of reporting person
L & T Fertitta Grandchildren's 2020 Irrevocable Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEVADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
675,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.14 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 75700L108 |
| 1 |
Name of reporting person
Frank J. Fertitta III | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
45,663,874.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
45.53 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 75700L108 |
| 1 |
Name of reporting person
Lorenzo J. Fertitta | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
45,663,874.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
45.53 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.01 | |
| (b) | Name of Issuer:
Red Rock Resorts, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
1505 SOUTH PAVILION CENTER DRIVE, LAS VEGAS,
NEVADA
, 89135. | |
Item 1 Comment:
EXPLANATORY NOTE
This Amendment No. 13 to Schedule 13D (this "Amendment No. 13") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on May 12, 2016 (the "Original Schedule 13D"), as amended by Amendment No. 1 to Schedule 13D filed with the SEC on May 20, 2016 ("Amendment No. 1"), as amended by Amendment No. 2 to Schedule 13D filed with the SEC on August 12, 2019 ("Amendment No. 2"), as amended by Amendment No. 3 to Schedule 13D filed with the SEC on August 16, 2019 ("Amendment No. 3"), as amended by Amendment No. 4 to Schedule 13D filed with the SEC on August 23, 2019 ("Amendment No. 4"), as amended by Amendment No. 5 to Schedule 13D filed with the SEC on August 10, 2020 ("Amendment No. 5"), as amended by Amendment No. 6 to Schedule 13D filed with the SEC on August 11, 2020 ("Amendment No. 6"), as amended by Amendment No. 7 to Schedule 13D filed with the SEC on August 13, 2020 ("Amendment No. 7"), as amended by Amendment No. 8 to Schedule 13D filed with the SEC on August 19, 2020 ("Amendment No. 8"), as amended by Amendment No. 9 to Schedule 13D filed with the SEC on August 25, 2020 ("Amendment No. 9"), as amended by Amendment No. 10 to Schedule 13D filed with the SEC on August 25, 2021 ("Amendment No. 10"), as amended by Amendment No. 11 to Schedule 13D filed with the SEC on December 14, 2021 ("Amendment No. 11"), as amended by Amendment No. 12 to Schedule 13D filed with the SEC on May 13, 2024 ("Amendment No. 12," and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10 and Amendment No. 11, the "Schedule 13D"), as specifically set forth herein. Capitalized terms used but not defined in this Amendment No. 13 have the meanings given to such terms in the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11 and Amendment No. 12, as the case may be. | ||
| Item 4. | Purpose of Transaction | |
The disclosure in Item 4 is hereby supplemented by adding the following:
On September 12, 2025, FJF, LLC sold 200,000 shares of Class A Common Stock, at the opening price of the Class A Common Stock on September 12, 2025, to the Frank J. Fertitta, III 2006 Irrevocable Trust in connection with an estate planning transaction.
On November 4, 2025, the FJF 2006 Irrevocable Trust transferred 1,843,134 shares of Class A Common Stock to KVF RRR, LLC and the LJF 2006 Irrevocable Trust transferred 911,134 shares of Class A Common Stock to LNA RRR, LLC. KVF RRR, LLC and LNA RRR, LLC are each newly formed entities managed solely by Frank J. Fertitta III and Lorenzo J. Fertitta, respectively. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a), (b) and (e) are amended and restated to read as follows:
(a) The following table sets forth the aggregate number and percentage of the Class A Common Stock beneficially owned by each Reporting Person (assuming (A) 59,089,345 shares of Class A Common Stock outstanding, which is based on (i) 59,089,345 shares of Class A Common Stock outstanding as of December 8, 2025 and (B) as of December 12, 2025, the exchange ratio for the exchange of LLC Units into shares of Class A Common stock is 0.9079 (as reported by the Issuer to the Reporting Persons)). The aggregate number and percentage of the Class A Common Stock beneficially owned by each Reporting Person is calculated in accordance with Rule 13d-3.
Number of Shares Percentage of Class A
Beneficially Common Stock
Owned Outstanding(1)
Reporting Person
Fertitta Business Management LLC 25,611,797 30.24 %
FI Station Investor LLC 20,573,553 25.84 %
FBM Sub 1 LLC 11,258,024 16.00 %
The Frank J. Fertitta and Jill Ann Fertitta Family Trust 1,897,535 3.21 %
FJF, LLC 1,897,535 3.21 %
The Lorenzo J. Fertitta and Teresa Jo Fertitta Family Trust 2,829,535 4.79 %
Fertitta Holdco LLC 20,573,553 25.84 %
Fertitta Investment LLC 18,984,810 24.33 %
KVF Investments, LLC 7,818,204 11.69 %
LNA Investments, LLC 7,818,204 11.69 %
KVF RRR, LLC 1,843,134 3.12 %
LNA RRR, LLC 911,134 1.54 %
F & J Fertitta Family Business Trust 12,805,899 17.81 %
L & T Fertitta Family Business Trust 12,805,899 17.81 %
F & J Fertitta Grandchildren's 2020 Irrevocable Trust 675,000 1.14 %
L & T Fertitta Grandchildren's 2020 Irrevocable Trust 675,000 1.14 %
Frank J. Fertitta III 45,663,874 45.53 %
Lorenzo J. Fertitta 45,663,874 45.53 %
Total for Group 50,079,543 49.93 %
(1) Assumes (a) all outstanding Class B Common Stock and LLC Units beneficially owned by the Reporting Person were exchanged for newly-issued shares of Class A Common Stock in accordance with the terms of the Exchange Agreement dated April 28, 2016 (the "Exchange Agreement") and (b) the exchange ratio under such Agreement as of December 12, 2025 is 0.9079.
| |
| (b) | Item 5(b) is amended and restated in its entirety as follows:
The information set forth in items 7, 8, 9 and 10 of the cover pages to this Amendment and in Item 5(a) is incorporated herein by reference. | |
| (e) | As of November 4, 2025, the FJF 2006 Irrevocable Trust and the LJF 2006 Irrevocable Trust no longer held any Class A Common Stock. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended to add the following supplemental information:
On December 8, 2025, Fertitta Business Management LLC ("FBM") transferred 6,400,000 shares of Class B Common Stock of Red Rock Resorts, Inc. ("RRR") and 6,400,000 limited liability company units in Station Holdco LLC ("Station") to FBM Sub 1 LLC ("FBM Sub 1"). On December 11, 2025, FBM Sub 1 entered into two Loan Agreements (each a "Margin Loan Agreement") with Bank of America, N.A. ("BofA"), each of which is an uncommitted revolving credit facility for up to $150,000,000. In connection with the Margin Loan Agreements, FBM Sub 1 entered into two Pledge Agreements, each dated as of December 11, 2025 (each, a "Pledge Agreement" and, together with the related Margin Loan Agreement, the "Loan Documents") with BofA pursuant to which FBM Sub 1 pledged 6,200,000 shares of Class B Common Stock of RRR and 6,200,000 limited liability company units in Station under each Pledge Agreement (totaling 12,400,000 shares of Class B Common Stock of RRR and 12,400,000 limited liability company interests in Station in the aggregate across both Pledge Agreements) (the "Collateral") owned by FBM Sub 1 to BofA as collateral security for the obligations of FBM Sub 1 LLC under the Margin Loan Agreements. The obligations of FBM Sub 1 under one of the Margin Loan Agreements are guaranteed by Frank J. Fertitta III, an individual, Jill Ann Fertitta, an individual, The Frank J. Fertitta, III & Jill Ann Fertitta Family Trust, F & J Fertitta Family Business Trust and Fertitta Business Management, on a joint and several basis, pursuant to a Limited Guaranty, dated as of December 11, 2025. The obligations of FBM Sub 1 under the other Margin Loan Agreement are guaranteed by Lorenzo J. Fertitta, an individual, Teresa Jo Fertitta, an individual, The Lorenzo J. Fertitta and Teresa Jo Fertitta Family Trust, L & T Fertitta Family Business Trust and Fertitta Business Management, on a joint and several basis, pursuant to a Limited Guaranty, dated as of December 11, 2025. The obligations of FBM Sub 1 under the Margin Loan Agreements mature on December 11, 2027, and may be extended pursuant to the terms of the Margin Loan Agreements. In connection with each of the Margin Loan Agreements, upon the occurrence of certain events that are customary with this type of transaction, BofA may exercise certain rights with respect to the Collateral for such Margin Loan Agreement in accordance with the related Loan Documents.
Except as set forth herein, the Reporting Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of RRR, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. RRR has consented to the arrangements set forth in the Loan Documents referred to above pursuant to customary documentation. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit Description
Exhibit 1 Power of Attorney for Fertitta Business Management LLC (incorporated by reference to Exhibit 1 to Amendment No. 12 to the Schedule 13D filed by certain of the Reporting Persons on May 15, 2024)
Exhibit 2 Power of Attorney for FI Station Investor LLC (incorporated by reference to Exhibit 2 to Amendment No. 12 to the Schedule 13D filed by certain of the Reporting Persons on May 15, 2024)
Exhibit 3 Power of Attorney for FBM Sub 1 LLC (incorporated by reference to Exhibit 3 to Amendment No. 12 to the Schedule 13D filed by certain of the Reporting Persons on May 15, 2024)
Exhibit 4 Power of Attorney for The Frank J. Fertitta, III and Jill Ann Fertitta Family Trust (incorporated by reference to Exhibit 4 to Amendment No. 12 to the Schedule 13D filed by certain of the Reporting Persons on May 15, 2024)
Exhibit 5 Power of Attorney for FJF, LLC (incorporated by reference to Exhibit 5 to Amendment No. 12 to the Schedule 13D filed by certain of the Reporting Persons on May 15, 2024)
Exhibit 6 Power of Attorney for The Lorenzo J. Fertitta and Teresa Jo Fertitta Family Trust (incorporated by reference to Exhibit 6 to Amendment No. 12 to the Schedule 13D filed by certain of the Reporting Persons on May 15, 2024)
Exhibit 7 Power of Attorney for Frank J. Fertitta, III 2006 Irrevocable Trust (incorporated by reference to Exhibit 7 to Amendment No. 12 to the Schedule 13D filed by certain of the Reporting Persons on May 15, 2024)
Exhibit 8 Power of Attorney for Lorenzo J. Fertitta 2006 Irrevocable Trust (incorporated by reference to Exhibit 8 to Amendment No. 12 to the Schedule 13D filed by certain of the Reporting Persons on May 15, 2024)
Exhibit 9 Power of Attorney for Fertitta Holdco LLC (incorporated by reference to Exhibit 9 to Amendment No. 12 to the Schedule 13D filed by certain of the Reporting Persons on May 15, 2024)
Exhibit 10 Power of Attorney for Fertitta Investment LLC (incorporated by reference to Exhibit 10 to Amendment No. 12 to the Schedule 13D filed by certain of the Reporting Persons on May 15, 2024)
Exhibit 11 Power of Attorney for KVF Investments, LLC (incorporated by reference to Exhibit 11 to Amendment No. 12 to the Schedule 13D filed by certain of the Reporting Persons on May 15, 2024)
Exhibit 12 Power of Attorney for LNA Investments, LLC (incorporated by reference to Exhibit 12 to Amendment No. 12 to the Schedule 13D filed by certain of the Reporting Persons on May 15, 2024)
Exhibit 13 Power of Attorney for F & J Fertitta Family Business Trust (incorporated by reference to Exhibit 13 to Amendment No. 12 to the Schedule 13D filed by certain of the Reporting Persons on May 15, 2024)
Exhibit 14 Power of Attorney for L & T Fertitta Family Business Trust (incorporated by reference to Exhibit 14 to Amendment No. 12 to the Schedule 13D filed by certain of the Reporting Persons on May 15, 2024)
Exhibit 15 Power of Attorney for F & J Fertitta Grandchildren's 2020 Irrevocable Trust (incorporated by reference to Exhibit 15 to Amendment No. 12 to the Schedule 13D filed by certain of the Reporting Persons on May 15, 2024)
Exhibit 16 Power of Attorney for L & T Fertitta Grandchildren's 2020 Irrevocable Trust (incorporated by reference to Exhibit 16 to Amendment No. 12 to the Schedule 13D filed by certain of the Reporting Persons on May 15, 2024)
Exhibit 17 Power of Attorney for Frank J. Fertitta III (incorporated by reference to Exhibit 17 to Amendment No. 12 to the Schedule 13D filed by certain of the Reporting Persons on May 15, 2024)
Exhibit 18 Power of Attorney for Lorenzo J. Fertitta (incorporated by reference to Exhibit 18 to Amendment No. 12 to the Schedule 13D filed by certain of the Reporting Persons on May 15, 2024)
Exhibit 19 Power of Attorney for KVF RRR, LLC
Exhibit 20 Power of Attorney for LNA RRR, LLC
Exhibit 21 Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended
Exhibit 22 Guaranty dated as of December 11, 2025, among FBM Sub 1 LLC, and Frank J. Fertitta III, Jill Ann Fertitta, The Frank J. Fertitta, III & Jill Ann Fertitta Family Trust, F & J Fertitta Family Business Trust and Fertitta Business Management
Exhibit 23 Guaranty dated as of December 11, 2025, among FBM Sub 1 LLC, and Lorenzo J. Fertitta, Teresa Jo Fertitta, The Lorenzo J. Fertitta and Teresa Jo Fertitta Family Trust, L & T Fertitta Family Business Trust and Fertitta Business Management | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|