Red Rock Resorts, Inc.RRR
Red Rock Resorts, Inc. Stock Compensation Disclosure
Share-based Compensation
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The Red Rock Resorts, Inc. 2016 Amended and Restated Equity Incentive Plan (the “Equity Incentive Plan”) is designed to attract, retain and motivate employees and to align the interests of those individuals with the interests of the Company. The Equity Incentive Plan was approved by the Company’s stockholders and is administered by the compensation committee or other designated committee of the board of directors (the “Committee”). The Equity Incentive Plan authorizes the Committee to grant share-based compensation awards, including stock options, restricted stock, performance awards, stock appreciation rights and certain other stock-based awards, to eligible participants. The Committee may designate plan participants, determine the types of awards to be granted and the number of shares covered by awards, and set the terms and conditions of awards, subject to limitations set forth in the plan. At December 31, 2025, a total of 24.0 million shares of Class A common stock were reserved for issuance under the plan, of which approximately 12.4 million shares were available to be issued.
Stock Options
Stock option awards issued under the plan generally vest over a requisite service period of four years and have a term of years from the grant date. The exercise price of stock options awarded under the plan is equal to the fair market value of the Company’s stock at the grant date. A summary of stock option activity is presented below:
| Shares | Weighted-average exercise price | Weighted-average remaining contractual life (years) | Aggregate intrinsic value (amounts in thousands) | ||||||||||||||||||||
| Outstanding at January 1, 2025 | 5,242,236 | $ | 38.23 | ||||||||||||||||||||
| Granted | 1,207,631 | 52.11 | |||||||||||||||||||||
| Exercised (a) | (1,985,211) | 27.20 | |||||||||||||||||||||
| Forfeited or expired | (122,439) | 50.36 | |||||||||||||||||||||
| Antidilution adjustment (b) | 133,183 | n/m | |||||||||||||||||||||
| Outstanding at December 31, 2025 | 4,475,400 | $ | 45.40 | 4.3 | $ | 74,079 | |||||||||||||||||
| Unvested instruments expected to vest | 2,939,627 | $ | 50.06 | 5.1 | $ | 34,944 | |||||||||||||||||
| Exercisable at December 31, 2025 | 1,535,773 | $ | 36.47 | 2.9 | $ | 39,135 | |||||||||||||||||
n/m = not meaningful
(a)Includes 1,324,293 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 May 2025, 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 following information is provided for stock options awarded under the plan:
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Weighted-average grant date fair value | $ | 25.55 | $ | 28.25 | $ | 22.31 | |||||||||||
| Total intrinsic value of stock options exercised (amounts in thousands) | $ | 60,051 | $ | 51,074 | $ | 51,559 | |||||||||||
The Company estimates the grant date fair value of stock option awards using the Black-Scholes model. The weighted- average assumptions used by the Company were as follows:
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Expected stock price volatility | 61.6% | 62.1% | 62.8% | ||||||||||||||
| Expected term (in years) | 5.0 | 5.0 | 5.0 | ||||||||||||||
| Risk-free interest rate | 4.3% | 4.2% | 3.9% | ||||||||||||||
| Expected dividend yield | 1.9% | 2.1% | 2.4% | ||||||||||||||
The Company uses the simplified method to estimate the expected term of stock option awards as it does not have sufficient historical exercise data on which to base its estimate. The expected volatility assumption is estimated based on the Company’s historical stock price volatility for a period equal to the expected term of the award. The risk-free interest rate is based on the U.S. Treasury yield in effect at the date of grant for a period equal to the award’s expected term. The expected dividend yield is based on the Company’s current annualized dividend as of the grant date and its average daily stock price for the year preceding the option grant.
At December 31, 2025, unrecognized share-based compensation cost related to stock options was $40.6 million which is expected to be recognized over a weighted-average period of 2.5 years.
Restricted Stock Awards
Restricted stock awards issued under the plan generally vest over requisite service periods of to four years for employee awards and one year for awards to independent directors. A summary of restricted stock activity is presented below:
| Shares | Weighted-average grant date fair value | ||||||||||
| Nonvested at January 1, 2025 | 536,185 | $ | 49.14 | ||||||||
| Granted | 417,076 | 52.16 | |||||||||
| Vested | (159,690) | 41.61 | |||||||||
| Forfeited | (22,765) | 52.16 | |||||||||
| Nonvested at December 31, 2025 | 770,806 | $ | 52.25 | ||||||||
The following information is provided for restricted stock awarded under the plan:
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Weighted-average grant date fair value per share | $ | 52.16 | $ | 58.50 | $ | 46.96 | |||||||||||
| Total fair value of shares vested (amounts in thousands) | $ | 7,825 | $ | 4,035 | $ | 5,554 | |||||||||||
At December 31, 2025, unrecognized share-based compensation cost for restricted stock awards was $23.1 million which is expected to be recognized over a weighted-average period of 2.7 years.
Share-based compensation is classified in the same financial statement line items as cash compensation. The following table presents the location of share-based compensation expense in the Consolidated Statements of Income (amounts in thousands):
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Operating costs and expenses: | |||||||||||||||||
| Casino | $ | 324 | $ | 220 | $ | 200 | |||||||||||
| Food and beverage | 148 | 109 | 71 | ||||||||||||||
| Room | 185 | 161 | 120 | ||||||||||||||
| Selling, general and administrative | 31,477 | 30,455 | 19,282 | ||||||||||||||
| Total share-based compensation expense | $ | 32,134 | $ | 30,945 | $ | 19,673 | |||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 20, 2026 | Showing above |
| 2024 | Feb 21, 2025 | |
| 2023 | Feb 21, 2024 | |
| 2022 | Feb 24, 2023 | |
| 2021 | Feb 25, 2022 | |
| 2020 | Feb 23, 2021 | |
| 2019 | Feb 21, 2020 | |
| 2018 | Feb 26, 2019 | |
| 2017 | Mar 1, 2018 | |
| 2016 | Mar 13, 2017 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.