Golden Entertainment (GDEN) investor relations material

Executive summary

• Entered into a definitive agreement to sell operating assets to Blake L. Sartini and affiliates and seven casino real estate assets to VICI Properties in a sale-leaseback transaction, with a total value of $30.00 per share, representing a 41% premium to the prior closing price.

• Shareholders to receive 0.902 shares of VICI common stock and $2.75 in cash per share at closing; regular quarterly dividends of $0.25 per share will continue through transaction close.

• VICI will assume and repay up to $426 million of outstanding debt under the Senior Secured Credit Facility; Santander is providing debt financing to support the cash portion.

• Transaction expected to close in mid-2026, subject to regulatory and shareholder approvals; a “go-shop” period through December 5, 2025, allows for alternative proposals.

• Upon completion, shares will be delisted from NASDAQ; Blake Sartini and affiliates, holding 25% voting power, have agreed to support the deal.

Voting matters and shareholder proposals

• Shareholders will vote on the proposed transaction at a special meeting; proxy materials will be distributed in advance.

• The Independent Committee of the Board unanimously approved the transaction and recommends shareholder approval.

• A “go-shop” period allows the company to solicit superior proposals before December 5, 2025.

Board of directors and corporate governance

• An Independent Committee was formed to evaluate the transaction and provided unanimous approval.

• The Board and management have focused on strategic actions to deliver shareholder value, including divestitures, debt repayment, and capital returns.