Golden Entertainment Inc.

04/30/2026 | Press release | Distributed by Public on 04/30/2026 18:54

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Protell Charles
2. Issuer Name and Ticker or Trading Symbol
NEW ROYAL HOLDCO I INC. [GDEN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CFO
(Last) (First) (Middle)
6595 S. JONES BLVD.
3. Date of Earliest Transaction (Month/Day/Year)
04/29/2026
(Street)
LAS VEGAS, NV 89118
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/29/2026 M(1) 150,000 A $10.57 732,932 D
Common Stock 04/29/2026 M(1) 25,000 A $11.5 757,932 D
Common Stock 04/29/2026 M(2) 11,780 A $ 0 (2) 769,712 D
Common Stock 04/29/2026 M(2) 29,144 A $ 0 (2) 798,856 D
Common Stock 04/29/2026 M(2) 37,463 A $ 0 (2) 836,319 D
Common Stock 04/29/2026 M(3) 40,890 A $ 0 (3) 877,209 D
Common Stock 04/29/2026 A(4) 40,889 A $ 0 (4) 918,098 D
Common Stock 04/29/2026 D(3)(4) 81,779 D $28.55(3)(4) 836,319 D
Common Stock 04/29/2026 F(5) 139,498 D $28.55(5) 696,821 D
Common Stock 04/30/2026 D(6) 696,821 D (6) 0 D
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)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $10.57 04/29/2026 M(1) 150,000 (7) 11/27/2026 Common Stock 150,000 $ 0 (1) 0 D
Stock Option $11.5 04/29/2026 M(1) 25,000 (7) 03/19/2027 Common Stock 25,000 $ 0 (1) 0 D
Restricted Stock Units (8) 04/29/2026 M(2) 11,780 (7) (8) Common Stock 11,780 $ 0 (2) 0 D
Restricted Stock Units (8) 04/29/2026 M(2) 29,144 (7) (8) Common Stock 29,144 $ 0 (2) 0 D
Restricted Stock Units (8) 04/29/2026 M(2) 37,463 (7) (8) Common Stock 37,463 $ 0 (2) 0 D
Restricted Stock Units (8) 04/29/2026 M(3) 40,890 (7) (8) Common Stock 40,890 $ 0 (3) 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Protell Charles
6595 S. JONES BLVD.
LAS VEGAS, NV 89118
President and CFO

Signatures

/s/ Protell, Charles 04/30/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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) 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.
(8) 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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