04/30/2026 | Press release | Distributed by Public on 04/30/2026 18:52
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option | $10.51 | 04/29/2026 | M(1) | 264,000 | (8) | 08/25/2026 | Common Stock | 264,000 | $ 0 (1) | 0 | D | ||||
| Stock Option | $11.5 | 04/29/2026 | M(1) | 200,000 | (8) | 03/19/2027 | Common Stock | 200,000 | $ 0 (1) | 0 | D | ||||
| Restricted Stock Units | (9) | 04/29/2026 | M(2) | 19,696 | (8) | (9) | Common Stock | 19,696 | $ 0 (2) | 0 | D | ||||
| Restricted Stock Units | (9) | 04/29/2026 | M(2) | 48,727 | (8) | (9) | Common Stock | 48,727 | $ 0 (2) | 0 | D | ||||
| Restricted Stock Units | (9) | 04/29/2026 | M(2) | 62,638 | (8) | (9) | Common Stock | 62,638 | $ 0 (2) | 0 | D | ||||
| Restricted Stock Units | (9) | 04/29/2026 | M(3) | 68,367 | (8) | (9) | Common Stock | 68,367 | $ 0 (3) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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SARTINI BLAKE L 6595 S. JONES BLVD. LAS VEGAS, NV 89118 |
X | X | Chairman and CEO | |
| /s/Charles H. Protell, attorney-in-fact | 04/30/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Represents the exercise of stock options on the Equity Award Settlement Date, as defined under, and in accordance with the terms of, that certain Master Transaction Agreement dated November 6, 2025 by and among the Issuer, Argento, LLC, VICI Properties Inc., and VICI Royal Merger Sub LLC, (the ''Master Transaction Agreement''). |
| (2) | Represents the accelerated vesting and conversion of restricted stock units (''RSUs'') or preferred stock units (''PSUs''), as applicable, on a one for one basis for shares of common stock, plus the issuance of shares of common stock in satisfaction of dividend equivalents, in accordance with the terms of the Master Transaction Agreement. |
| (3) | Represents the accelerated vesting and cash settlement of the RSUs granted in February 2026 in accordance with the terms of the award agreement and Master Transaction Agreement. For Form 4 reporting purposes, each RSU converted to one share of common stock which was disposed to the Issuer in exchange for the closing stock price on the Equity Award Settlement Date. |
| (4) | Represents the accelerated vesting and cash settlement of the PSUs granted in February 2026 in accordance with the terms of the Master Transaction Agreement. For Form 4 reporting purposes, each PSU converted to one share of common stock which was disposed to the Issuer in exchange for the closing stock price on the Equity Award Settlement Date. |
| (5) | Represents shares withheld by the Issuer in satisfaction of tax withholding obligations resulting from vesting of stock options, RSUs and PSUs, and shares withheld by the Issuer in satisfaction of payment of the exercise price for the options exercised. |
| (6) | Represents the disposition of shares of common stock of the successor entity to the Issuer, in the reorganziation and merger involving the Issuer, under and in accordance with the Master Transaction Agreement. Each share of common stock was exchanged for 0.902 shares of VICI Properties Inc., with cash paid in lieu of fractional shares. |
| (7) | Shares are owned directly by The Blake L. Sartini and Delise F. Sartini Family Trust, of which Blake Sartini and Delise Sartini are co-trustees. |
| (8) | The outstanding RSUs and PSUs vested in full, and all outstanding unvested stock options became fully exercisable and were exercised, on the Equity Award Settlement Date in accordance with the terms of the Master Transaction Agreement. |
| (9) | Represents a contingent right to receive shares of common stock, that convert into common stock on a one-for-one basis upon vesting, and have no expiration date. |