=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-01-07
10b5-1 Pre-arranged Plan: No
--- Issuer ---
Name: WYNN RESORTS LTD (WYNN)
CIK: 0001174922
--- Reporting Owner ---
Name: Billings Craig Scott
CIK: 0001699174
Role: Director, Officer (CEO)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Common Stock, par value $0.01 per share
Date: 2026-01-07 | Code: A (Grant or award)
Shares: +14,533 | Price: $0.00
Shares Owned After: 218,542 | Ownership: D (Direct)
Footnotes:
[F1] 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.
[Transaction #2]
Security: Common Stock, par value $0.01 per share
Date: 2026-01-07 | Code: F (Payment of exercise/tax)
Shares: -4,478 | Price: $116.37
Total Value: $521,104.86
Shares Owned After: 214,064 | Ownership: D (Direct)
Footnotes:
[F2] Shares withheld to satisfy tax withholding obligation upon vesting of immediately vested stock granted on January 7, 2026.
[Transaction #3]
Security: Common Stock, par value $0.01 per share
Date: 2026-01-07 | Code: A (Grant or award)
Shares: +31,710 | Price: $0.00
Shares Owned After: 245,774 | Ownership: D (Direct)
Footnotes:
[F3] 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.
[Transaction #4]
Security: Common Stock, par value $0.01 per share
Date: 2026-01-07 | Code: A (Grant or award)
Shares: +24,663 | Price: $0.00
Shares Owned After: 270,437 | Ownership: D (Direct)
Footnotes:
[F4] 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.
[Transaction #5]
Security: Common Stock, par value $0.01 per share
Date: 2026-01-07 | Code: M (Exercise of derivative)
Shares: +30,312
Shares Owned After: 300,749 | Ownership: D (Direct)
Footnotes:
[F5] 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.
[F5] 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.
[Transaction #6]
Security: Common Stock, par value $0.01 per share
Date: 2026-01-07 | Code: F (Payment of exercise/tax)
Shares: -5,871 | Price: $116.37
Total Value: $683,208.27
Shares Owned After: 294,878 | Ownership: D (Direct)
Footnotes:
[F6] Shares withheld to satisfy tax withholding obligation upon vesting of restricted stock previously granted on January 7, 2025.
[Transaction #7]
Security: Common Stock, par value $0.01 per share
Date: 2026-01-07 | Code: F (Payment of exercise/tax)
Shares: -11,928 | Price: $116.37
Total Value: $1,388,061.36
Shares Owned After: 282,950 | Ownership: D (Direct)
Footnotes:
[F7] Shares withheld to satisfy tax withholding obligation upon vesting of PSUs granted on January 12, 2023.
[Transaction #8]
Security: Common Stock, par value $0.01 per share
Date: 2026-01-09 | Code: F (Payment of exercise/tax)
Shares: -5,081 | Price: $117.83
Total Value: $598,694.23
Shares Owned After: 277,869 | Ownership: D (Direct)
Footnotes:
[F8] Shares withheld to satisfy tax withholding obligation upon vesting of restricted stock previously granted on January 9, 2024.
--- Derivative Transactions ---
[Transaction #1]
Security: Performance Share Units
Date: 2026-01-07 | Code: A (Grant or award)
Shares: +14,093 | Price: $0.00
Shares Owned After: 14,093 | Ownership: D (Direct)
Footnotes:
[F9] 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.
[F9] 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.
[F9] 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.
[Transaction #2]
Security: Performance Share Units
Date: 2026-01-07 | Code: M (Exercise of derivative)
Shares: -20,916 | Price: $0.00
Shares Owned After: 0 | Ownership: D (Direct)
Footnotes:
[F10] 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.
[F10] 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.
[F10] 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.
--- Holdings ---
[Holding #1]
Security: Common Stock, par value $0.01 per share
Ownership: I (Indirect)
--- Footnotes (Complete Index) ---
F1: 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.
F10: 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.
F2: Shares withheld to satisfy tax withholding obligation upon vesting of immediately vested stock granted on January 7, 2026.
F3: 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.
F4: 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.
F5: 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.
F6: Shares withheld to satisfy tax withholding obligation upon vesting of restricted stock previously granted on January 7, 2025.
F7: Shares withheld to satisfy tax withholding obligation upon vesting of PSUs granted on January 12, 2023.
F8: Shares withheld to satisfy tax withholding obligation upon vesting of restricted stock previously granted on January 9, 2024.
F9: 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.
--- Signature ---
/s/ /s/ Nicholas Pannucci, attorney-in-fact for Craig Scott Billings (2026-01-09)
