Form 4: Wynn Resorts CFO Reports Significant Equity Transactions

Wynn Resorts CFO Julie Cameron-Doe reported multiple transactions involving common stock and performance share units, primarily related to equity grants and tax withholdings.

Summary

• Julie Cameron-Doe, CFO of Wynn Resorts, Limited, reported several transactions involving the company's common stock and performance share units.
• On January 7, 2026, 5,522 shares of common stock were acquired upon immediate vesting of a grant under the Company's Amended and Restated 2014 Omnibus Incentive Plan (the "Plan").
• Concurrently, 1,411 shares were disposed of at $116.37 to satisfy tax withholding obligations related to the immediately vested stock.
• A grant of 6,429 restricted shares of common stock was made, with vesting conditioned on continued service through January 7, 2029, vesting 1/3 annually.
• Another grant of 5,001 restricted shares of common stock was made, with vesting based on achievement of pre-established financial performance goals for years ending December 31, 2026, 2027, and 2028, vesting on February 28, 2027, 2028, and 2029, respectively.
• 5,789 shares of common stock underlying performance share units (PSUs) previously granted on January 12, 2023, were earned and vested based on performance certified by the Compensation Committee on January 7, 2026.
• Additional shares were disposed of for tax withholding obligations: 1,191 shares at $116.37 (from restricted stock granted Jan 7, 2025), 2,278 shares at $116.37 (from PSUs granted Jan 12, 2023), and 1,031 shares at $117.83 (from restricted stock granted Jan 9, 2024).
• A new grant of 2,858 Performance Share Units (PSUs) was made, representing the contingent right to receive between 0 and 1.6 shares of common stock based on Total Shareholder Return (TSR) performance from January 1, 2026, to January 1, 2029.
• 3,994 PSUs from a previous grant (January 1, 2023, to January 1, 2026 performance period) were converted to common stock.
• Following these transactions, Julie Cameron-Doe directly beneficially owns 44,848 shares of common stock and indirectly owns 57,078 shares through a Family Trust.

Sentiment

Score: 7

Explanation: The filing reflects routine executive compensation activities, including significant equity grants and vesting of prior awards, which generally align management's interests with shareholders. The transactions are standard for an executive and do not indicate any unusual positive or negative sentiment beyond normal compensation practices.

Positives

• The CFO received significant equity grants, including 5,522 immediately vested shares, 6,429 time-based restricted shares, and 5,001 performance-based restricted shares, aligning her interests with long-term shareholder value.
• 5,789 shares from previously granted Performance Share Units (PSUs) vested, indicating successful achievement of prior performance targets.
• A new grant of 2,858 Performance Share Units (PSUs) was issued, providing future incentive tied to Total Shareholder Return (TSR) performance.

Negatives

• A total of 5,911 shares were disposed of across multiple transactions to satisfy tax withholding obligations, reducing direct beneficial ownership.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• The filing details transactions between Wynn Resorts, Limited and its Chief Financial Officer, Julie Cameron-Doe, involving grants of common stock and performance share units as part of her executive compensation.
• These transactions include the immediate vesting of 5,522 shares, grants of 6,429 time-based restricted shares, and 5,001 performance-based restricted shares.
• Also reported are the vesting of 5,789 shares from previously granted PSUs and the grant of 2,858 new PSUs.
• Dispositions of shares totaling 5,911 were made to cover tax withholding obligations related to these equity awards.

Stakeholder Impact

• Shareholders: The equity grants to the CFO align her financial interests with the long-term performance of the company, potentially fostering better decision-making for shareholder value. The dilution from these grants is a standard aspect of executive compensation plans.
• Employees: The compensation structure for the CFO, involving performance-based equity, sets a precedent for executive incentives within the company.

Next Steps

• Vesting of 1/3 of the 6,429 time-based restricted shares on January 7, 2027, 2028, and 2029, contingent on continued service.
• Vesting of 1/3 of the 5,001 performance-based restricted shares on February 28, 2027, 2028, and 2029, contingent on achievement of pre-established financial performance goals for the preceding fiscal years.
• Determination of vesting for the 2,858 newly granted Performance Share Units (PSUs) based on Total Shareholder Return (TSR) performance for the period ending January 1, 2029.

Key Dates

Recommendation

This Form 4 primarily details routine executive compensation, including equity grants and the vesting of previously awarded shares. These transactions are a standard part of executive incentive programs and aim to align the CFO's interests with shareholders. However, they do not provide new fundamental information about the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. The reported share dispositions are for tax withholding, which is a common and expected event following equity vesting.

Keywords

WYNN, Wynn Resorts, Form 4, Insider Transaction, Executive Compensation, Julie Cameron-Doe, CFO, Equity Grants, Restricted Stock, Performance Share Units, Stock Vesting, Tax Withholding