CFO Cameron-Doe Julie was granted 16,952 shares, covered exercise/tax liability with 5,911 shares and converted options into 5,789 shares, increasing direct ownership by 60% to 44,848 units (SEC Form 4)
$WYNN
Hotels/Resorts
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
WYNN RESORTS LTD [ WYNN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 01/07/2026 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.01 per share | 01/07/2026 | A | 5,522(1) | A | $0 | 33,540 | D | |||
| Common Stock, par value $0.01 per share | 01/07/2026 | F | 1,411(2) | D | $116.37 | 32,129 | D | |||
| Common Stock, par value $0.01 per share | 01/07/2026 | A | 6,429(3) | A | $0 | 38,558 | D | |||
| Common Stock, par value $0.01 per share | 01/07/2026 | A | 5,001(4) | A | $0 | 43,559 | D | |||
| Common Stock, par value $0.01 per share | 01/07/2026 | M | 5,789(5) | A | (5) | 49,348 | D | |||
| Common Stock, par value $0.01 per share | 01/07/2026 | F | 1,191(6) | D | $116.37 | 48,157 | D | |||
| Common Stock, par value $0.01 per share | 01/07/2026 | F | 2,278(7) | D | $116.37 | 45,879 | D | |||
| Common Stock, par value $0.01 per share | 01/09/2026 | F | 1,031(8) | D | $117.83 | 44,848 | D | |||
| Common Stock, par value $0.01 per share | 57,078 | I | By Family Trust | |||||||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Share Units | (9) | 01/07/2026 | A | 2,858 | (9) | (9) | Common Stock, par value $0.01 | 2,858 | $0 | 2,858 | D | ||||
| Performance Share Units | (10) | 01/07/2026 | M | 3,994 | (10) | (10) | Common Stock, par value $0.01 | 3,994 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Shares of common stock, par value $0.01 per share, of Wynn Resorts, Limited (the "Company") granted pursuant to the Company's Amended and Restated 2014 Omnibus Incentive Plan (the "Plan"), which shares vested immediately upon grant. |
| 2. Shares withheld to satisfy tax withholding obligation upon vesting of immediately vested stock granted on January 7, 2026. |
| 3. Restricted shares of common stock, par value $0.01 per share, of the Company granted pursuant to the Plan. Vesting of the shares is conditioned on continued service through January 7, 2029, with 1/3 of the shares vesting on each of the three consecutive anniversary dates from the date of grant; provided that if the reporting person's employment with the Company is terminated, certain accelerated vesting provisions may apply. |
| 4. Restricted shares of common stock, par value $0.01 per share, of the Company granted pursuant to the Plan. Vesting of the shares is based on achievement of pre-established financial performance goals for each of the years ending December 31, 2026, 2027 and 2028, and if met, 1/3 of the shares will vest on February 28, 2027, 2028 and 2029, respectively; provided that if the reporting person's employment with the Company is terminated, certain accelerated vesting provisions may apply. |
| 5. Represents the number of shares of common stock, par value $0.01 per share, of the Company underlying performance share units ("PSUs") previously granted pursuant to the Plan on January 12, 2023 that were earned and vested based on the level of performance achieved, as certified by the Compensation Committee of the Board of Directors of the Company on January 7, 2026. |
| 6. Shares withheld to satisfy tax withholding obligation upon vesting of restricted stock previously granted on January 7, 2025. |
| 7. Shares withheld to satisfy tax withholding obligation upon vesting of PSUs granted on January 12, 2023. |
| 8. Shares withheld to satisfy tax withholding obligation upon vesting of restricted stock previously granted on January 9, 2024. |
| 9. Represents the grant of PSUs pursuant to the Plan. Each PSU represents the contingent right to receive between 0 and 1.6 shares of the Company's common stock, par value $0.01 per share, based on the total shareholder return ("TSR") performance of the common stock for the period January 1, 2026 to January 1, 2029. |
| 10. Each PSU represented the contingent right to receive between 0 and 1.6 shares of the Company's common stock, par value $0.01 per share, based on the TSR performance of the common stock for the period January 1, 2023 to January 1, 2026. |
| Remarks: |
| /s/ Nicholas Pannucci, attorney-in-fact for Julie Cameron-Doe | 01/09/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||