Golden Entertainment to Be Acquired by Blake Sartini and Enter Into Sale-Leaseback Transaction With VICI Properties

Golden Entertainment, Inc., an operator of a diversified entertainment platform of gaming and hospitality assets, announced that it entered into a definitive agreement to sell its operating assets to Blake L. Sartini and affiliates (“Blake Sartini”) and seven of its casino real estate assets to VICI Properties Inc. in a sale-leaseback transaction. Golden stockholders will receive total consideration of a fixed exchange ratio of 0.902 shares of VICI common stock for the sale of seven casino real estate assets and a cash distribution with proceeds from Blake Sartini of $2.75 for each share of Golden stock held at the closing of the transaction. The $30.00 value of consideration at signing represents a 41% premium to Golden’s closing share price on November 5, 2025. The Company will continue to pay shareholders regular quarterly cash dividends of $0.25 per share through the close of the transaction.

An Independent Committee of the Board of Directors (the “Independent Committee”) was formed to evaluate the transaction. The Independent Committee provided unanimous approval of the transaction and recommended that the Company’s stockholders approve the definitive agreement and the transactions contemplated thereby.

In conjunction with the transaction VICI will assume and repay up to $426 million of the outstanding debt under the Company’s Senior Secured Credit Facility. Santander has provided Blake Sartini a debt financing commitment to support the cash portion of the price, any excess debt and fees and expenses.

“I believe this transaction maximizes 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. Since founding Golden in 2001, I have focused on providing exceptional service to our guests on the Las Vegas Strip, in our Nevada regional resorts, local casinos and at our market leading taverns. This mission will remain unchanged and I am incredibly honored to lead Golden’s 5,000 employees into the next stage of our evolution as a private company,” said Blake L. Sartini, Chairman and Chief Executive Officer of Golden.

“Over the past several years, Golden’s Board of Directors and management have focused on delivering superior shareholder value through strategic actions, including divesting non-core assets, repaying debt and returning capital to shareholders in the form of dividends and share repurchases. The Company is excited to have reached an agreement with Blake Sartini to acquire the company at a significant premium to Golden’s current share price with VICI providing capital support through a sale-leaseback transaction in a tax efficient structure,” said Charles Protell, President and Chief Financial Officer of Golden.

“The acquisition of Golden Entertainment’s casino real estate assets further strengthens our market-leading Nevada gaming portfolio and we could not be more enthusiastic to broaden our presence in the attractive and growing Nevada market. We look forward to benefitting from the long-term value of these properties as Nevada continues to grow as one of the nation’s most attractive leisure and entertainment destinations,” said John Payne, President and Chief Operating Officer of VICI.