NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Organization, Basis of Presentation and Significant Accounting Policies
Organization
Red Rock Resorts, Inc. (“Red Rock,” or the “Company”) was formed as a Delaware corporation in 2015 to own an indirect equity interest in and manage Station Casinos LLC (“Station LLC”), a Nevada limited liability company. Station LLC is a gaming, development and management company established in 1976 that owns and operates seven major gaming facilities and 14 smaller gaming properties (three of which are 50% owned) in the Las Vegas regional market.
The Company owns all of the outstanding voting interests in Station LLC and has an indirect equity interest in Station LLC through its ownership of limited liability interests in Station Holdco LLC (“Station Holdco,” and such interests, “LLC Units”), which owns all of the economic interests in Station LLC. At March 31, 2026, the Company held 59% of the economic interests and 100% of the voting power in Station Holdco, subject to certain limited exceptions, and is designated as the sole managing member of both Station Holdco and Station LLC. The Company controls and operates all of the business and affairs of Station Holdco and Station LLC, and conducts all of its operations through these entities.
Basis of Presentation
The accompanying condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments necessary for a fair presentation of the results for the interim periods have been made, and such adjustments were of a normal recurring nature. The interim results reflected in these condensed consolidated financial statements are not necessarily indicative of results to be expected for the full fiscal year. These financial statements should be read in conjunction with the audited financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Certain amounts in the condensed consolidated financial statements for the prior year have been reclassified to be consistent with the current year presentation.
Principles of Consolidation
Station Holdco and Station LLC are variable interest entities, of which the Company is the primary beneficiary. Accordingly, the Company consolidates the financial position and results of operations of Station LLC and its consolidated subsidiaries and Station Holdco, and presents the interests in Station Holdco not owned by Red Rock within noncontrolling interest in the condensed consolidated financial statements. All significant intercompany accounts and transactions have been eliminated. Investments in all 50% or less owned affiliated companies are accounted for using the equity method.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported and disclosed. Actual results could differ from those estimates.
Significant Accounting Policies
A description of the Company’s significant accounting policies is included in the audited financial statements within its Annual Report on Form 10-K for the year ended December 31, 2025.
RED ROCK RESORTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
Recently Issued Accounting Standards
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE). The ASU is intended to improve disclosure of expenses and requires disclosure of specific expenses included in the expense captions presented on the face of the income statement, as well as selling expenses. The guidance is effective for public entities for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The guidance can be applied prospectively or retrospectively and early adoption is permitted. The Company is currently evaluating the guidance and its impact on the Company’s disclosures. The guidance only impacts disclosures and is not expected to have an impact on the Company’s financial condition and results of operations.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The ASU is intended to modernize accounting for costs related to internal-use software by removing all references to project stages and clarifying the threshold entities apply to begin capitalizing costs. The guidance is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, and may be applied using a prospective, retrospective or modified transition approach. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the guidance and its impact on the financial statements.
2. Noncontrolling Interest in Station Holdco
As discussed in Note 1, Red Rock holds a controlling interest in and consolidates the financial position and results of operations of Station LLC and its subsidiaries and Station Holdco. The interests in Station Holdco not owned by Red Rock are presented within noncontrolling interest in the condensed consolidated financial statements.
Noncontrolling interest in Station Holdco represents the LLC Units held by certain owners who held such units prior to the Company’s 2016 initial public offering (the “IPO” and such owners, the “Continuing Owners”). Noncontrolling interest is reduced when Continuing Owners exchange their LLC Units, along with an equal number of shares of Class B common stock, for shares of Class A common stock. The noncontrolling interest holders’ ownership percentage of LLC Units is increased when LLC Units held by Red Rock are repurchased by Station Holdco, typically in connection with the Company’s repurchases of its issued and outstanding shares of its Class A common stock.
Entities controlled by Frank J. Fertitta III, the Company’s Chairman of the Board and Chief Executive Officer, and Lorenzo J. Fertitta, the Company’s Vice Chairman of the Board and a vice president of the Company (the “Fertitta Family Entities”), hold 99% of the noncontrolling interest. The Fertitta Family Entities have the power to control the Company’s management and affairs through their ownership of Class B common stock. See Note 8 for additional information.
The ownership of the LLC Units is summarized as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2026 | | December 31, 2025 |
| Units | | Ownership % | | Units | | Ownership % |
| Red Rock | 65,012,598 | | | 58.6 | % | | 65,084,820 | | | 58.7 | % |
| Noncontrolling interest holders | 45,885,804 | | | 41.4 | % | | 45,885,804 | | | 41.3 | % |
| Total | 110,898,402 | | | 100.0 | % | | 110,970,624 | | | 100.0 | % |
| | | | | | | |
The Company uses monthly weighted-average LLC Unit ownership to calculate the pretax income or loss of Station Holdco attributable to Red Rock and the noncontrolling interest holders. Station Holdco equity attributable to Red Rock and the noncontrolling interest holders is rebalanced, as needed, to reflect LLC Unit ownership at period end.
RED ROCK RESORTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
3. Native American Development
The Company, the North Fork Rancheria of Mono Indians (the “Mono”), a federally recognized Native American tribe located near Fresno, California and the North Fork Rancheria Economic Development Authority (the “Authority”) have entered into a Third Amended and Restated Management Agreement (the “Management Agreement”) and a Third Amended and Restated Development Agreement (the “Development Agreement”), each dated as of November 7, 2023. Pursuant to the Development Agreement, the Company has assisted and will assist the Mono and the Authority in developing a gaming and entertainment facility (the “North Fork Project”) to be located in Madera County, California. Pursuant to the Management Agreement, the Company will assist the Mono and the Authority in operating the North Fork Project. The Company purchased a 305-acre parcel of land adjacent to Highway 99 north of the city of Madera (the “North Fork Site”), which was taken into trust for the benefit of the Mono by the Department of the Interior (“DOI”) in February 2013. In July 2016, the DOI issued Secretarial procedures (the “Secretarial Procedures”) pursuant to which the Mono may conduct Class III gaming on the North Fork Site. As of January 5, 2024, Mono received the approval of the Management Agreement from the Chair of the National Indian Gaming Commission (“NIGC”).
As currently contemplated, the North Fork Project is expected to include approximately 2,000 Class III slot machines and additional Class II slot machines, approximately 40 table games and several restaurants. Total costs of the project are expected to be approximately $750 million which includes all design costs, construction costs, preopening expenses and financing and development fees. In September 2024, construction commenced on the site of the North Fork Project. The Company currently estimates that the North Fork Project will be completed and opened for business in the fourth quarter of 2026.
In March 2016, Picayune Rancheria of Chukchansi Indians (“Picayune”) filed a complaint for declaratory relief and petition for writ of mandate in California Superior Court for the County of Madera against Governor Edmund G. Brown, Jr., alleging that the referendum that invalidated the Compact also invalidated Governor Brown’s concurrence with the Secretary of the Interior’s determination that gaming on the North Fork Site would be in the best interest of the Mono and not detrimental to the surrounding community. The complaint seeks to vacate and set aside the Governor’s concurrence and was stayed from December 2016 to September 2021, when the Supreme Court of California denied the Mono’s and the State of California’s petition for review in Stand Up for California! v. Brown. As a result of the denial, litigation of this matter has resumed and a first amended complaint was filed by Picayune in December 2022. Each of the State of California and the Mono filed demurrers challenging the first amended complaint; in July 2023, the State of California’s demurrer was granted and the Mono’s demurrer was denied. The Mono has answered the first amended complaint and each of the Mono and Picayune have filed motions for summary judgment, which motions are fully briefed. In May 2024, the Superior Court of California granted Picayune’s motion for summary judgment and denied the Mono’s motion for summary judgment. Picayune has appealed the grant of the State of California’s demurrer and the Mono have appealed the grant of Picayune’s motion for summary judgment. In December 2025, in separate decisions, the appellate court affirmed the judgment of the lower court against the Mono and affirmed the dismissal by the lower court of Picayune’s case against the Governor. The Mono filed a petition for review with the Supreme Court of California, which was denied in April 2026.
Under the terms of the Development Agreement, the Company agreed to arrange and, effective as of April 4, 2025, has arranged the financing for the ongoing development costs and construction of the facility. The Company received a repayment of $110.5 million from the initial drawdown of the term loans, representing a portion of the amounts due on its advances to the Mono. In connection with the financing, the Company entered into a completion guaranty and a subordination agreement in favor of the financing parties and released its existing security interests in the assets of the North Fork Project. Under the completion guaranty, the Company has agreed to make reimbursable interest-bearing advances to the Mono for completion of the project in the event that total project costs exceed the financing available under the Mono’s facility loan. The Company’s commitment to make such advances is capped at $425.0 million. It is not probable that any such funding will be necessary to complete the project.
Through April 4, 2025, the Company had paid approximately $117.1 million of reimbursable advances to the Mono, primarily to complete the environmental impact study, purchase the North Fork Site and pay costs of litigation and certain construction costs. The Company accounts for the advances using the cost recovery method, and the Company recognizes no interest on the advances until the carrying amount of the advances has been recovered and the interest is received. Immediately prior to the receipt of the $110.5 million payment, the carrying amount of the advances was $102.0 million, which was net of a $15.1 million fair value adjustment recognized upon the Company’s adoption of fresh-start reporting in 2011. The $110.5 million repayment reduced the carrying amount of the advances to zero and the Company recognized a gain on Native
RED ROCK RESORTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
American development of $8.5 million, representing the excess of the repayment amount over the net carrying amount of the advances, which the Company recognized in the second quarter of 2025.
At March 31, 2026, there was $80.6 million in unrecognized amounts due from the Mono. As the Company will continue to use the cost recovery method, the unrecognized amount and future accrued interest will remain on nonaccrual status. The Company will recognize future payments related to unrecognized amounts due from the Mono as Gain on Native American development as they are received. Future repayments of amounts due from the Mono are expected to come from cash flows from the North Fork Project’s operations, from the North Fork Project’s financing, or from a combination of both.
Under the terms of the Development Agreement, the Company is entitled to receive a development fee of 4% of the costs of construction for its development services, which will be due and payable on the date the casino opens to the public. After the Mono’s receipt of the construction loan, the Company concluded that collection of this development fee was reasonably certain as this fee is stipulated as a permissible use of funds under the loan agreement. During the three months ended March 31, 2026, the Company recorded $2.9 million in development fee revenue and the corresponding receivable. The receivable from the Mono is presented in Receivables, net on the Condensed Consolidated Balance Sheets. The Company will recognize future development fee revenue over time as it satisfies its performance obligations under the Development Agreement.
The management agreement provides for the Company to receive a management fee of 30% of the North Fork Project’s net income. The Management Agreement has a term of seven years from the opening of the North Fork Project. The Management Agreement includes termination provisions whereby either party may terminate the agreement for cause, and may also be terminated at any time upon agreement of the parties. There is no provision in the Management Agreement allowing the tribe to buy out the agreement prior to its expiration. The Management Agreement provides that the Company will train the Mono tribal members such that they may assume responsibility for managing the North Fork Project upon the expiration of the agreement. For the three months ended March 31, 2026, the Company recorded $1.8 million of management fee revenue related to reimbursable costs for the North Fork Project. The reimbursable costs are primarily payroll related.
While the Company believes that the North Fork Project will be successfully completed and opened, developments of this nature are inherently uncertain and there can be no assurance that the North Fork Project will be successfully completed, that the cash flows from the North Fork Project will be sufficient to repay the remaining amounts due on the advances, including accrued interest thereon, or that the Company will recover all of its investment in the North Fork Project even if it is successfully completed and opened for business.
4. Other Accrued Liabilities
Other accrued liabilities consisted of the following (amounts in thousands):
| | | | | | | | | | | |
| | March 31, 2026 | | December 31, 2025 |
| Contract and customer-related liabilities: | | | |
| Unpaid wagers, outstanding chips and other customer-related liabilities | $ | 22,320 | | | $ | 23,577 | |
| Advance deposits and future wagers | 17,377 | | | 20,428 | |
| Rewards program liability | 11,421 | | | 11,293 | |
| Other accrued liabilities: | | | |
| Accrued payroll and related | 44,256 | | | 50,524 | |
| Accrued gaming and related | 35,584 | | | 35,446 | |
| Operating lease liabilities, current portion | 6,391 | | | 5,863 | |
| Other | 36,679 | | | 36,149 | |
| $ | 174,028 | | | $ | 183,280 | |
RED ROCK RESORTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
5. Long-term Debt
Long-term debt consisted of the following indebtedness of Station LLC (amounts in thousands):
| | | | | | | | | | | |
| March 31, 2026 | | December 31, 2025 |
Term Loan B Facility due March 14, 2031, interest at margin above SOFR or base rate (5.67% and 5.72% at March 31, 2026 and December 31, 2025, respectively), net of unamortized discount and deferred costs of $17.0 million and $17.8 million at March 31, 2026 and December 31, 2025, respectively | $ | 1,521,583 | | | $ | 1,524,766 | |
Revolving Credit Facility due March 14, 2029, interest at a margin above SOFR or base rate (5.17% and 5.22% at March 31, 2026 and December 31, 2025, respectively) | 310,000 | | | 155,000 | |
6.625% Senior Notes due March 15, 2032, net of unamortized deferred issuance costs of $5.3 million and $5.5 million at March 31, 2026 and December 31, 2025, respectively | 494,678 | | | 494,498 | |
4.625% Senior Notes due December 1, 2031, net of unamortized deferred issuance costs of $3.8 million and $3.9 million at March 31, 2026 and December 31, 2025, respectively | 496,239 | | | 496,095 | |
4.50% Senior Notes due February 15, 2028, net of unamortized discount and deferred issuance costs of $2.2 million and $2.5 million at March 31, 2026 and December 31, 2025, respectively | 688,563 | | | 688,279 | |
Other long-term debt, weighted-average interest of 5.45% and 5.50% at March 31, 2026 and December 31, 2025, respectively, net of unamortized discount and deferred issuance costs of $0.1 million at March 31, 2026 and December 31, 2025, respectively | 36,754 | | | 37,110 | |
| Total long-term debt | 3,547,817 | | | 3,395,748 | |
| Current portion of long-term debt | (17,247) | | | (17,247) | |
| Total long-term debt, net | $ | 3,530,570 | | | $ | 3,378,501 | |
Credit Facility
Station LLC’s credit facility consists of the Term Loan B Facility and the Revolving Credit Facility (collectively, the “Credit Facility”). The Term Loan B Facility bears interest at a rate per annum, at Station LLC’s option, equal to either the forward-looking Secured Overnight Financing Rate term (“Term SOFR”) plus 2.00% or base rate plus 1.00%. The Revolving Credit Facility bears interest at a rate per annum, at Station LLC’s option, equal to either Term SOFR plus an amount ranging from 1.50% to 1.75% or base rate plus an amount ranging from 0.50% to 0.75%, depending on Station LLC’s consolidated senior secured net leverage ratio. The Credit Facility contains a number of customary covenants, including requirements that Station LLC maintain throughout the term of such facility and measured as of the end of each quarter, a maximum total secured leverage ratio of 5.00 to 1.00. A breach of the financial ratio covenants shall only become an event of default if not cured and a Covenant Facility Acceleration has occurred. Management believes the Company was in compliance with all applicable covenants at March 31, 2026.
Revolving Credit Facility
At March 31, 2026, Station LLC’s borrowing availability under the Revolving Credit Facility, subject to continued compliance with the terms of the facility, was $743.0 million, which was net of $310.0 million in outstanding borrowings and $47.0 million in outstanding letters of credit and similar obligations.
6. Derivative Instruments
The Company’s objective in using derivative instruments is to manage its exposure to interest rate movements associated with its variable interest rate debt. To accomplish this objective, the Company uses interest rate contracts as a primary part of its cash flow hedging strategy. The Company does not use derivative financial instruments for trading or speculative purposes.
In April 2024, Station LLC entered into two zero cost interest rate collar agreements with an aggregate notional amount of $750.0 million. Both interest rate collars include a Term SOFR cap of 5.25% and a weighted average Term SOFR floor of 2.89% and will mature in April 2029. Monthly cash settlements are received from or paid to the counterparties when interest rates rise above or fall below the contractual cap or floor rates. The interest rate collars are not designated in hedging relationships for accounting purposes.
The Company records all derivative instruments on the balance sheet at fair value, which it determines using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This
RED ROCK RESORTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including forward interest rate curves. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. The Company does not offset derivative asset and liability positions when interest rate contracts are held with the same counterparty.
As the Company’s derivative instruments are not designated in hedging relationships, the changes in fair value and the related pretax gains and losses are recognized in Change in fair value of derivative instruments in the Condensed Consolidated Statements of Income in the period in which the change occurs. The Company recognizes cash settlements received or paid, if any, on the derivative instruments within Change in fair value of derivative instruments and classifies such cash flows within investing activities in the Condensed Consolidated Statements of Cash Flows.
Station LLC has not posted any collateral related to its interest rate collars; however, its obligations under the interest rate collars are subject to the security and guarantee arrangements applicable to the Credit Facility. The interest rate collar agreements contain cross-default provisions under which Station LLC could be declared in default on its obligations under such agreements if certain conditions of default exist on the Credit Facility. At March 31, 2026, the aggregate termination value of the interest rate collars, including accrued interest, but excluding any adjustment for nonperformance risk, was a liability of $3.4 million. Had Station LLC been in breach of the provisions of its interest rate collar agreements, it could have been required to pay the termination value to settle the obligations.
7. Fair Value Measurements
Information about the Company’s assets and liabilities measured at fair value on a recurring basis, aggregated by the level in the fair value hierarchy within which those measurements fall, is presented below (amounts in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Balance Sheet Classification | | March 31, 2026 | | December 31, 2025 | | Level of Fair Value Hierarchy |
| Liabilities | | | | | | | | |
| Interest rate collars | | Other accrued liabilities | | $ | 308 | | | $ | 483 | | | Level 2 – Other observable inputs |
| Interest rate collars | | Other long-term liabilities | | $ | 2,981 | | | $ | 3,772 | | | Level 2 – Other observable inputs |
The Company had no financial assets measured at fair value on a recurring basis at March 31, 2026 or December 31, 2025.
Fair Value of Long-term Debt
The estimated fair value of Station LLC’s long-term debt compared with its carrying amount is presented below (amounts in millions):
| | | | | | | | | | | |
| March 31, 2026 | | December 31, 2025 |
| Aggregate fair value | $ | 3,539 | | | $ | 3,412 | |
| Aggregate carrying amount | $ | 3,548 | | | $ | 3,396 | |
The estimated fair value of Station LLC’s long-term debt is based on quoted market prices from various banks for similar instruments, which is considered a Level 2 input under the fair value measurement hierarchy.
RED ROCK RESORTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
8. Stockholders’ Equity
Net Income Attributable to Red Rock Resorts, Inc. and Transfers from (to) Noncontrolling Interests
The table below presents the effect on Red Rock Resorts, Inc. stockholders’ equity from net income and transfers from (to) noncontrolling interests (amounts in thousands):
| | | | | | | | | | | | | | |
| | Three Months Ended March 31, |
| | 2026 | | 2025 |
| Net income attributable to Red Rock Resorts, Inc. | | $ | 42,889 | | | $ | 44,749 | |
| Transfers from (to) noncontrolling interests | | | | |
| Rebalancing of ownership percentage between the Company and noncontrolling interests in Station Holdco | | 1,119 | | | (1,065) | |
| Change from net income attributable to Red Rock Resorts, Inc. and net transfers from (to) noncontrolling interests | | $ | 44,008 | | | $ | 43,684 | |
| | | | |
Voting Rights
The holders of Class A common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. Holders of shares of the Company’s Class A common stock and Class B common stock vote together as a single class on all matters presented to the Company’s stockholders for their vote or approval, except as otherwise required by applicable law or the Certificate of Incorporation.
The Continuing Owners of Station Holdco hold shares of Class B common stock in an amount equal to the number of LLC Units owned. Although Class B shares have no economic rights, they allow those owners of Station Holdco to exercise voting power at Red Rock, which is the sole managing member of Station Holdco.
Each outstanding share of Class B common stock that is held by a holder that, together with its affiliates, owned LLC Units representing at least 30% of the outstanding LLC Units following the IPO and, at the applicable record date, maintains direct or indirect beneficial ownership of at least 10% of the outstanding shares of Class A common stock (determined on an as-exchanged basis assuming that all of the LLC Units were exchanged for Class A common stock) is entitled to ten votes and each other outstanding share of Class B common stock is entitled to one vote.
The Fertitta Family Entities hold all of the Company’s issued and outstanding shares of Class B common stock that have ten votes per share. As a result, Frank J. Fertitta III and Lorenzo J. Fertitta, together with their affiliates, control any action requiring the general approval of the Company’s stockholders, including the election of the board of directors, the adoption of amendments to the Certificate of Incorporation and bylaws and the approval of any merger or sale of substantially all of the Company’s assets.
Dividends and Distributions
During the three months ended March 31, 2026 and 2025, the Company declared and paid quarterly cash dividends of $0.26 per share of Class A common stock and $0.25 per share of Class A common stock, respectively, which included $2.4 million and $2.3 million, respectively, paid to Fertitta Family Entities.
Prior to the quarterly cash dividend payments, during the three months ended March 31, 2026 and 2025, Station Holdco paid distributions to noncontrolling interest holders of $11.9 million and $11.5 million, respectively, which included $11.8 million and $11.3 million, respectively, paid to Fertitta Family Entities. During the three months ended March 31, 2026 and 2025, Station Holdco paid no tax distributions to noncontrolling interest holders.
On April 29, 2026, the Company announced that it would pay a dividend of $0.26 per share to Class A shareholders of record as of June 15, 2026 to be paid on June 30, 2026, of which $2.4 million is expected to be paid to Fertitta Family Entities. Prior to the payment of the dividend, Station Holdco will make a cash distribution to all LLC Unit holders, including the Company, of $0.26 per LLC Unit, of which $11.8 million is expected to be paid to Fertitta Family Entities.
Special Dividends
In February 2026, the Company declared a special cash dividend of $1.00 per share of Class A common stock which was paid on February 27, 2026, and included $9.1 million paid to Fertitta Family Entities. Prior to the payment of the special
RED ROCK RESORTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
dividend, Station Holdco made a cash distribution to all LLC Unit holders, including the Company, of $1.00 per unit, of which $45.4 million was paid to Fertitta Family Entities.
Equity Repurchase Program
On October 27, 2025, the Company’s board of directors authorized the extension of the equity repurchase program through December 31, 2027 and authorized the repurchase of an additional $300.0 million of its Class A common stock, increasing the amount authorized for repurchases under the program to $900.0 million. During the three months ended March 31, 2026, the Company repurchased 635,657 shares of its Class A common stock for an aggregate purchase price of $38.3 million and a weighted average price per share of $60.32 in open market transactions. The Company made no repurchases during the three months ended March 31, 2025 under the program. At March 31, 2026, the remaining amount authorized for repurchase under the program was $486.0 million.
9. Share-based Compensation
The Company maintains an equity incentive plan designed to attract, retain and motivate employees and align the interests of those individuals with the interests of the Company. A total of 24.0 million shares of Class A common stock are reserved for issuance under the plan, of which approximately 12.6 million shares were available for issuance at March 31, 2026.
The following table presents information about the Company’s share-based compensation awards:
| | | | | | | | | | | | | | | | | | | | | | | |
| Restricted Class A Common Stock | | Stock Options |
| Shares | | Weighted-average grant date fair value | | Shares | | Weighted-average exercise price |
| Outstanding at January 1, 2026 | 770,806 | | | $ | 52.25 | | | 4,475,400 | | | $ | 45.40 | |
| Activity during the period: | | | | | | | |
| Granted | 9,663 | | | 62.09 | | | — | | | — | |
| Vested/exercised (a) | (151,708) | | | 47.60 | | | (171,722) | | | 31.09 | |
| Forfeited/expired | (9,597) | | | 52.10 | | | (20,216) | | | 50.22 | |
| Antidilution adjustment (b) | — | | | — | | | 66,218 | | | n/m |
| Outstanding at March 31, 2026 | 619,164 | | | $ | 53.55 | | | 4,349,680 | | | $ | 45.25 | |
_______________________________________________________________
n/m = Not meaningful
(a)Stock options exercised included 115,744 options that were not converted into shares due to net share settlements to cover the aggregate exercise price and employee withholding taxes.
(b)As a result of the special dividend paid in February 2026, all outstanding stock option awards were adjusted to decrease the exercise price of the options and increase the number of shares issuable under the awards pursuant to an antidilution provision in the Equity Incentive Plan.
The Company recognized share-based compensation expense of $7.7 million and $7.6 million for the three months ended March 31, 2026 and 2025, respectively. At March 31, 2026, unrecognized share-based compensation cost was $55.5 million, which is expected to be recognized over a weighted-average period of 2.4 years.
10. Income Taxes
Red Rock is a corporation and pays corporate federal, state and local taxes on its income, primarily pass-through income from Station Holdco based upon Red Rock’s economic interest held in Station Holdco. Station Holdco is a partnership for income tax reporting purposes. Station Holdco’s members, including the Company, are liable for federal, state and local income taxes based on their respective share of Station Holdco’s pass-through taxable income.
The Company’s tax provision or benefit from income taxes for interim periods is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, the Company updates the estimate of the annual effective tax rate and makes necessary cumulative adjustments to the total tax provision or benefit.
RED ROCK RESORTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
The Company’s effective tax rate for the three months ended March 31, 2026 was 13.7%, as compared to 13.0% for the three months ended March 31, 2025. The Company’s effective tax rate for the three months ended March 31, 2026 differs from the 21% statutory rate primarily because its effective tax rate includes a rate benefit attributable to the fact that Station Holdco operates as a limited liability company, which is not subject to federal income tax. Accordingly, the Company is not taxed on the portion of Station Holdco’s income attributable to noncontrolling interests. Additionally, the effective tax rate is impacted by the permanent tax adjustments.
As a result of the Company’s 2016 initial public offering (“IPO”) and certain reorganization transactions, the Company recorded a net deferred tax asset resulting from the outside basis difference of its interest in Station Holdco. The Company also recorded a deferred tax asset for its liability related to payments to be made pursuant to the tax receivable agreement (“TRA”) representing 85% of the tax savings the Company expects to realize from the amortization deductions associated with the step-up in the basis of depreciable assets under Section 754 of the Internal Revenue Code. This deferred tax asset will be recovered as cash payments are made to the TRA participants. In addition, the Company has recorded deferred tax assets related to net operating losses and other tax attributes, as applicable.
The Company considers both positive and negative evidence when measuring the need for a valuation allowance. A valuation allowance is not required to the extent that, in management’s judgment, positive evidence exists with a magnitude and duration sufficient to result in a conclusion that it is more likely than not (a likelihood of more than 50%) that the Company’s deferred tax assets will be realized.
Under the 2017 U.S. federal tax year examination, the Internal Revenue Service (“IRS”) previously issued a Notice of Proposed Adjustment in relation to the 2017 land lease deduction. During 2024, the Company came to a final agreement with the IRS on the 2017 federal tax year examination and made a deposit equal to what the Company expected to owe. During 2025, final determinations with respect to the deposits were received from the IRS, and immaterial differences were recorded through the provision for income taxes. No net liability remains on the balance sheet.
Tax Receivable Agreement
In connection with the IPO, the Company entered into the TRA with certain owners who held LLC Units prior to the IPO. In the event that such parties exchange any or all of their LLC Units for Class A common stock or cash, at the election of the Company, the TRA requires the Company to make payments to such holders for 85% of the tax benefits realized by the Company as a result of such exchange. The Company expects to realize these tax benefits based on current projections of taxable income. The annual tax benefits are computed by calculating the income taxes due, including such tax benefits, and the income taxes due without such benefits.
At March 31, 2026 and December 31, 2025, the Company’s liability under the TRA was $19.4 million and $20.6 million, respectively, of which $4.9 million and $5.2 million, respectively, was payable to Fertitta Family Entities. No LLC Units were exchanged during the three months ended March 31, 2026 or 2025. During the three months ended March 31, 2026, the Company made payments on the TRA liability of $1.2 million and expects to pay $1.2 million of the TRA liability within the next twelve months.
The timing and amount of aggregate payments due under the TRA may vary based on a number of factors, including the amount and timing of the taxable income the Company generates each year and the tax rate then applicable. The payment obligations under the TRA are Red Rock’s obligations and are not obligations of Station Holdco or Station LLC. Payments are generally due within a specified period of time following the filing of the Company’s annual tax return and interest on such payments will accrue from the original due date (without extensions) of the income tax return until the date paid. Payments not made within the required period after the filing of the income tax return generally accrue interest.
The TRA will remain in effect until all such tax benefits have been utilized or expired, unless the Company exercises its right to terminate the TRA. The TRA will also terminate if the Company breaches its obligations under the TRA or upon certain mergers, asset sales or other forms of business combinations, or other changes of control. If the Company exercises its right to terminate the TRA, or if the TRA is terminated early in accordance with its terms, the Company’s payment obligations would be accelerated based upon certain assumptions, including the assumption that the Company would have sufficient future taxable income to utilize such tax benefits, and may substantially exceed the actual benefits, if any, the Company realizes in respect of the tax attributes subject to the TRA.
11. Earnings Per Share
Basic earnings per share is calculated by dividing net income attributable to Red Rock by the weighted-average number of shares of Class A common stock outstanding during the period. The calculation of diluted earnings per share gives
RED ROCK RESORTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
effect to all potentially dilutive shares, including shares issuable pursuant to outstanding stock options and nonvested restricted shares of Class A common stock, based on the application of the treasury stock method, and outstanding Class B common stock that is exchangeable, along with an equal number of LLC Units, for Class A common stock, based on the application of the if-converted method. Dilutive shares included in the calculation of diluted earnings per share for the three months ended March 31, 2026, represented nonvested restricted shares of Class A common stock and outstanding stock options. Dilutive shares included in the calculation of diluted earnings per share for the three months ended March 31, 2025, represented outstanding shares of Class B common stock, nonvested restricted shares of Class A common stock and outstanding stock options. All other potentially dilutive securities have been excluded from the calculation of diluted earnings per share because their inclusion would have been antidilutive.
A reconciliation of the numerator and denominator used in the calculation of basic and diluted earnings per share is presented below (amounts in thousands):
| | | | | | | | | | | | | | |
| | Three Months Ended March 31, |
| | 2026 | | 2025 |
| Net income | | $ | 82,720 | | | $ | 85,950 | |
| Less: net income attributable to noncontrolling interests | | (39,831) | | | (41,201) | |
| Net income attributable to Red Rock, basic | | 42,889 | | | 44,749 | |
| Effect of dilutive securities | | 363 | | | 32,549 | |
| Net income attributable to Red Rock, diluted | | $ | 43,252 | | | $ | 77,298 | |
| | | | |
| | | | | | | | | | | | | | |
| | Three Months Ended March 31, |
| | 2026 | | 2025 |
| Weighted average shares of Class A common stock outstanding, basic | | 58,204 | | | 59,203 | |
| Effect of dilutive securities | | 1,165 | | | 44,190 | |
| Weighted average shares of Class A common stock outstanding, diluted | | 59,369 | | | 103,393 | |
| | | | |
The calculation of diluted earnings per share of Class A common stock excluded the following potentially dilutive securities that were outstanding at March 31, 2026 and 2025, respectively, because their inclusion would have been antidilutive (amounts in thousands):
| | | | | | | | | | | | | | |
| | Three Months Ended March 31, |
| | 2026 | | 2025 |
| Shares of Class B common stock and LLC Units exchangeable for Class A common stock | | 45,886 | | | — | |
| Stock options | | 1,254 | | | 2,936 | |
| Unvested restricted shares of Class A common stock | | 1 | | | 501 | |
Shares of Class B common stock are not entitled to share in the earnings of the Company and are not participating securities. Accordingly, earnings per share of Class B common stock under the two-class method has not been presented.
12. Finance Leases
In March 2026, the Company entered into a new finance lease agreement for certain equipment used in its operations. The lease commenced on March 1, 2026 and has a term of five years. The fixed monthly payment for the finance lease is $0.3 million. The lease does not contain purchase options or residual value guarantees and does not contain significant restrictions or covenants.
Upon commencement of the lease, the Company recognized a finance lease ROU asset and corresponding finance lease liability of $14.9 million, representing the present value of future lease payments discounted at the Company’s incremental borrowing rate of 5.74%. At March 31, 2026, the carrying amount of the new finance lease ROU asset was $14.7 million and the carrying amount of the finance lease liability was $15.0 million, of which $2.7 million is classified as current. At March 31, 2026, the new finance lease has a weighted-average remaining lease term of five years.
RED ROCK RESORTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
The components of finance lease expense and supplemental cash flow information related to finance leases under which the Company is the lessee was as follows (amounts in thousands):
| | | | | |
| Three Months Ended March 31, 2026 |
| Finance lease expense: | |
| Amortization of finance lease right-of use assets | $ | 2,858 | |
| Finance lease interest costs | 618 | |
| Total finance lease expense | $ | 3,476 | |
| |
| Cash paid for amounts included in the measurement of finance lease liabilities: | |
| Operating cash flows from finance leases | $ | 802 | |
| Financing cash flows from finance leases | $ | 3,320 | |
| |
| Right-of-use assets obtained in exchange for new finance lease liabilities | $ | 14,931 | |
There was no finance lease activity during the three months ended March 31, 2025.
Supplemental other information related to finance leases under which the Company is the lessee was as follows:
| | | | | | | | | | | |
| March 31, 2026 | | December 31, 2025 |
| Weighted-average remaining lease term (years) | 3.9 | | 3.7 |
| Weighted-average discount rate | 5.78 | % | | 5.80 | % |
Future minimum lease payments required under finance leases as of March 31, 2026 are as follows (amounts in thousands):
| | | | | |
| Year Ending December 31, | |
| 2026 | $ | 12,562 | |
| 2027 | 15,250 | |
| 2028 | 15,250 | |
| 2029 | 11,314 | |
| 2030 | 3,442 | |
| Thereafter | 574 | |
| Total future finance lease payments | 58,392 | |
| Less imputed interest | (6,031) | |
| Total finance lease liabilities | $ | 52,361 | |
13. Commitments and Contingencies
The Company and its subsidiaries are defendants in various lawsuits relating to routine matters incidental to their business. No assurance can be provided as to the outcome of any legal matters and litigation inherently involves significant risks. The Company does not believe there are any legal matters outstanding that would have a material impact on its financial condition or results of operations.
14. Segments
The Company views each of its Las Vegas casino properties and each of its Native American arrangements as an individual operating segment. The Company aggregates all of its Las Vegas properties into one reportable segment because all of the properties offer similar products, cater to the same customer base, have the same regulatory and tax structure, share the same marketing techniques, are directed by a centralized management structure and have similar economic characteristics. The Company also aggregates its Native American arrangements into one reportable segment.
RED ROCK RESORTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
The Company's chief operating decision maker (“CODM”) is its Chief Executive Officer. The Company utilizes adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) as its primary performance measure. The CODM uses Adjusted EBITDA to evaluate segment performance and make decisions about allocating resources.
The Company’s segment information and a reconciliation of Adjusted EBITDA to net income are presented below (amounts in thousands):
| | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2026 |
| Las Vegas operations | | Native American | | Total |
| Net revenues | | | | | |
| Casino | $ | 340,522 | | | $ | — | | | $ | 340,522 | |
| Food and beverage | 90,323 | | | — | | | 90,323 | |
| Room | 45,514 | | | — | | | 45,514 | |
| Native American management and development fees | — | | | 4,737 | | | 4,737 | |
| Other (a) | 23,163 | | | — | | | 23,163 | |
| Segment net revenues | 499,522 | | | 4,737 | | | 504,259 | |
| Corporate and other revenues (b) | | | | | 3,060 | |
| Net revenues | | | | | $ | 507,319 | |
| Less: | | | | | |
| Payroll and related | 136,877 | | | 1,497 | | | |
| Cost of sales (c) | 23,209 | | | — | | | |
| Gaming taxes | 25,904 | | | — | | | |
| Other segment expenses (d) | 81,115 | | | 317 | | | |
| Segment Adjusted EBITDA | 232,417 | | | 2,923 | | | 235,340 | |
| Corporate and other Adjusted EBITDA (e) | | | | | (22,712) | |
| Adjusted EBITDA (f) | | | | | $ | 212,628 | |
| | | | | |
| Adjustments and other reconciling items | | | | | |
| Depreciation and amortization | | | | | $ | 55,855 | |
| Share-based compensation | | | | | 7,680 | |
| Write-downs and other, net | | | | | 4,710 | |
| Interest expense, net | | | | | 49,504 | |
| Change in fair value of derivative instruments | | | | | (966) | |
| Provision for income tax | | | | | 13,125 | |
| Net income | | | | | $ | 82,720 | |
___________________________________(a)Primarily revenues from tenant leases, retail outlets, bowling, spas, and entertainment. For the three months ended March 31, 2026, tenant lease revenue was $7.0 million. Tenant lease revenue is accounted for under the lease accounting guidance and included in Other revenues in the Company’s Condensed Consolidated Statements of Income.
(b)Includes corporate tenant lease revenue and other.
(c)Primarily cost of goods sold for restaurants, bars and catering.
(d)Includes repairs and maintenance, utilities, professional services and other selling, general and administrative expenses.
(e)Primarily corporate expense including payroll and related and other general and administrative expenses.
(f)Adjusted EBITDA includes net income plus depreciation and amortization, share-based compensation, write-downs and other, net (including gains and losses on asset disposals, preopening and development, business innovation and technology enhancements, and non-routine items), interest expense, net, change in fair value of derivative instruments and provision for income tax.
RED ROCK RESORTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
| | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2025 |
| Las Vegas operations | | Native American | | Total |
| Net revenues | | | | | |
| Casino | $ | 333,245 | | | $ | — | | | $ | 333,245 | |
| Food and beverage | 89,272 | | | — | | | 89,272 | |
| Room | 50,170 | | | — | | | 50,170 | |
| Other (a) | 22,266 | | | — | | | 22,266 | |
| Segment net revenues | 494,953 | | | — | | | 494,953 | |
| Corporate and other revenues (b) | | | | | 2,908 | |
| Net revenues | | | | | $ | 497,861 | |
| Less: | | | | | |
| Payroll and related | 133,464 | | | — | | | |
| Cost of sales (c) | 23,471 | | | — | | | |
| Gaming taxes | 25,477 | | | — | | | |
| Other segment expenses (d) | 76,641 | | | — | | | |
| Segment Adjusted EBITDA | 235,900 | | | — | | | 235,900 | |
| Corporate and other Adjusted EBITDA (e) | | | | | (20,820) | |
| Adjusted EBITDA (f) | | | | | $ | 215,080 | |
| | | | | |
| Adjustments and other reconciling items | | | | | |
| Depreciation and amortization | | | | | $ | 48,331 | |
| Share-based compensation | | | | | 7,624 | |
| Write-downs and other, net | | | | | 4,060 | |
| Interest expense, net | | | | | 51,110 | |
| Change in fair value of derivative instruments | | | | | 5,194 | |
| Provision for income tax | | | | | 12,811 | |
| Net income | | | | | $ | 85,950 | |
___________________________________(a)Primarily revenues from tenant leases, retail outlets, bowling, spas, and entertainment. For the three months ended March 31, 2025, tenant lease revenue was $7.5 million. Tenant lease revenue is accounted for under the lease accounting guidance and included in Other revenues in the Company’s Condensed Consolidated Statements of Income.
(b)Includes corporate tenant lease revenue and other.
(c)Primarily cost of goods sold for restaurants, bars and catering.
(d)Includes repairs and maintenance, utilities, professional services and other selling, general and administrative expenses.
(e)Primarily corporate expense including payroll and related and other general and administrative expenses.
(f)Adjusted EBITDA includes net income plus depreciation and amortization, share-based compensation, write-downs and other, net (including gains and losses on asset disposals, preopening and development, business innovation and technology enhancements and non-routine items), interest expense, net, change in fair value of derivative instruments and provision for income tax.
The Company’s total assets for its two reportable segments and Corporate and other are presented in the table below (amounts in thousands):
| | | | | | | | | | | |
| March 31, 2026 | | December 31, 2025 |
| Total assets | | | |
| Las Vegas operations | $ | 3,522,861 | | | $ | 3,481,076 | |
| Native American | 22,770 | | | 19,632 | |
| Corporate and other | 677,629 | | | 666,365 | |
| $ | 4,223,260 | | | $ | 4,167,073 | |
Item 2.