Golden Entertainment Wins Shareholder Approval and Goes Private

Golden Entertainment has cleared a major hurdle in its plan to go private. Shareholders approved the transaction with Chief Executive Blake L. Sartini and VICI Properties, putting the casino operator on track to leave Nasdaq in the second quarter of 2026 if regulators also sign off.

Good to Know

• The master transaction agreement passed with about 20.4 million votes in favor.
• Golden shareholders are set to receive about 0.902 shares of VICI stock plus about $2.75 in cash per share.
• Seven Nevada casino real estate assets are part of a $1.16 billion sale leaseback with VICI.

Golden Entertainment Vote Pushes Deal Ahead

The vote was not close. Golden said the deal won roughly 20.4 million votes in favor, against 208,131 opposed and 20,158 abstentions. A related proposal covering executive compensation linked to the transaction also passed, though it drew about 2.3 million votes against.

Under the deal, Golden will go private and its stock will be delisted from Nasdaq once the transaction closes. The package values Golden at $30 per share, which the merger documents describe as a 40% premium to the November 5, 2025 closing price. Golden has said the closing is expected in the second quarter of 2026, subject to gaming approvals and other standard conditions.

VICI is taking the real estate side. It agreed to buy seven casino properties in Nevada for $1.16 billion and lease them back to a new entity controlled by Sartini. VICI said the portfolio includes The STRAT, Arizona Charlie’s Decatur, Arizona Charlie’s Boulder, Aquarius, Edgewater, Pahrump Nugget, and Rocky Gap is not part of this deal. Golden operating assets will sit with the private entity after closing.

Sartini said:

“I believe this transaction maximises value for our shareholders by providing a significant premium to our current share price.

“We are pleased to combine our high-quality Nevada casino real estate with one of the most attractive experiential real estate platforms in the country and partner together to unlock value in our company and explore future opportunities.”

Golden runs eight casinos and 73 gaming taverns in Nevada. It says the portfolio includes around 5,500 slot machines, 80 table games, and about 6,000 hotel rooms.

“This mission will remain unchanged and I am incredibly honoured to lead Golden’s 5,000 employees into the next stage of our evolution as a private company,” Sartini said.

The timing follows a weak set of recent numbers. Golden reported a fourth quarter adjusted loss of $0.33 per share on $155.6 million in revenue, both below analyst expectations, and said it would skip an earnings call because of the pending transaction. For 2025 the operator recorded a net loss of $6 million.

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