Form 4: Wynn Resorts CEO Billings Reports Stock Transactions

Wynn Resorts CEO Craig Scott Billings reported multiple stock acquisitions and tax-related dispositions of company shares and performance share units.

Summary

• Craig Scott Billings, CEO and Director of Wynn Resorts, Limited, reported several transactions involving the company's common stock and performance share units (PSUs).
• On January 7, 2026, Billings acquired 14,533 shares of common stock that vested immediately upon grant.
• On the same date, 4,478 shares were disposed of to satisfy tax withholding obligations at a price of $116.37 per share.
• Billings also received a grant of 31,710 restricted shares, which will vest in three equal annual installments starting January 7, 2029, conditioned on continued service.
• An additional 24,663 restricted shares were granted, vesting based on financial performance goals for 2026, 2027, and 2028, with 1/3 vesting on February 28, 2027, 2028, and 2029, respectively.
• 30,312 shares underlying previously granted PSUs (January 12, 2023 grant) were earned and vested based on performance certified by the Compensation Committee on January 7, 2026.
• Further tax withholdings occurred on January 7, 2026, for 5,871 shares (from January 7, 2025 restricted stock vesting) and 11,928 shares (from January 12, 2023 PSU vesting), both at $116.37 per share.
• On January 9, 2026, 5,081 shares were disposed of at $117.83 per share to cover tax obligations from restricted stock granted on January 9, 2024.
• Billings was granted 14,093 new Performance Share Units (PSUs) on January 7, 2026, where each PSU represents the contingent right to receive between 0 and 1.6 shares based on Total Shareholder Return (TSR) performance from January 1, 2026, to January 1, 2029.
• 20,916 PSUs, previously granted for the TSR performance period of January 1, 2023, to January 1, 2026, matured on January 7, 2026.
• Following these transactions, Billings directly beneficially owns 277,869 shares and indirectly owns 156,189 shares through a Family Trust.

Sentiment

Score: 6

Explanation: The filing reports routine executive compensation activities, including grants of new equity and vesting of prior awards, alongside tax-related dispositions. While the grants are positive for the executive and align incentives, the overall impact on company sentiment is neutral as these are expected compensation events rather than new strategic developments or financial performance announcements.

Positives

• Grant of 14,533 immediately vested shares of common stock.
• Grant of 31,710 restricted shares, providing future equity ownership.
• Grant of 24,663 performance-based restricted shares, aligning executive incentives with company performance.
• Vesting of 30,312 shares from previously granted PSUs, indicating achievement of past performance targets.
• Grant of 14,093 new Performance Share Units (PSUs) with a potential payout of up to 1.6 shares per unit based on future Total Shareholder Return (TSR).

Negatives

• Disposition of 4,478 shares at $116.37 to satisfy tax withholding obligations.
• Disposition of 5,871 shares at $116.37 to satisfy tax withholding obligations from a prior restricted stock grant.
• Disposition of 11,928 shares at $116.37 to satisfy tax withholding obligations from prior PSU vesting.
• Disposition of 5,081 shares at $117.83 to satisfy tax withholding obligations from a prior restricted stock grant.

Risks

• Vesting of restricted shares and PSUs is conditioned on continued service and/or achievement of pre-established financial performance goals, meaning the full potential value is not guaranteed if conditions are not met or employment terminates.
• The payout for new PSUs (14,093 units) is contingent on Total Shareholder Return (TSR) performance, with a potential range of 0 to 1.6 shares per unit, introducing variability based on market performance.

Future Outlook

The grant of new performance share units (PSUs) and restricted shares indicates a continued focus on aligning executive compensation with future company performance and Total Shareholder Return (TSR) through January 2029.

Management Comments

• The Compensation Committee of the Board of Directors certified the achievement of performance levels for previously granted PSUs.
• Vesting of certain restricted shares is conditioned on continued service through January 7, 2029.
• Vesting of other restricted shares is based on achievement of pre-established financial performance goals for the years ending December 31, 2026, 2027, and 2028.
• New Performance Share Units (PSUs) are tied to the Total Shareholder Return (TSR) performance of the common stock for the period January 1, 2026, to January 1, 2029.

Industry Context

This Form 4 filing reflects routine executive compensation practices common in the gaming and hospitality industry, where equity grants, including restricted stock and performance share units, are used to incentivize long-term performance and align management interests with shareholder value. The use of TSR-based PSUs is a standard mechanism to link executive pay directly to market performance relative to peers.

Comparison to Industry Standards

• The structure of executive compensation, including grants of immediately vested stock, service-based restricted stock, and performance-based restricted stock and PSUs, is consistent with best practices observed in major publicly traded companies within the casino and resort industry, such as Las Vegas Sands (LVS) and MGM Resorts International (MGM).
• The use of Total Shareholder Return (TSR) as a performance metric for PSUs is a common and well-regarded approach for executive incentives, aligning with practices seen in global benchmarks for large-cap companies.
• The practice of withholding shares to cover tax obligations upon vesting is a standard procedure for equity compensation across all industries.

Stakeholder Impact

• Shareholders: The grants of performance-based equity align executive incentives with shareholder value creation, potentially benefiting long-term shareholders. The tax-related dispositions are a standard part of equity compensation and do not reflect a change in investment strategy.
• Employees: The compensation structure for the CEO may set a precedent or reflect the broader compensation philosophy within the company.

Next Steps

• Continued service by Craig Scott Billings through January 7, 2029, for full vesting of service-based restricted shares.
• Achievement of pre-established financial performance goals for 2026, 2027, and 2028 for the vesting of performance-based restricted shares.
• Monitoring of Total Shareholder Return (TSR) performance from January 1, 2026, to January 1, 2029, for the payout of new Performance Share Units (PSUs).

Key Dates

Recommendation

This Form 4 filing details routine executive compensation activities, including equity grants and tax-related dispositions. It does not contain new information regarding the company's operational performance, strategic direction, or financial health that would warrant a change in investment recommendation. The transactions are expected and part of a pre-existing compensation plan, thus having a neutral impact on the stock's fundamental value or short-term price movement. An investor would typically hold their position based solely on this type of filing, awaiting more substantive financial or strategic announcements.

Keywords

Wynn Resorts, WYNN, Craig Scott Billings, SEC Form 4, Insider Trading, Stock Grant, Restricted Stock, Performance Share Units, PSUs, Executive Compensation, Stock Vesting, Tax Withholding, Beneficial Ownership, Director, CEO