WYNN RESORTS LTDWYNN
WYNN RESORTS LTD Stock Compensation Disclosure
Stock-Based Compensation
The Company has adopted equity plans that allow for grants of stock-based compensation awards. The following sections describe each of these plans.
Wynn Resorts, Limited Second Amended and Restated 2014 Omnibus Incentive Plan (the "WRL Omnibus Plan")
In January 2017, the Company adopted the WRL Omnibus Plan after approval from its stockholders, which was adopted for a period of 10 years. From time to time, the Company reserves additional shares of its common stock for issuance under the WRL Omnibus Plan. The WRL Omnibus Plan allows for the grant of stock options, restricted stock, restricted stock units, stock appreciation rights, performance awards, and other share-based awards to eligible participants.
In May 2024, the Company's shareholders approved an amendment to the WRL Omnibus Plan that increases the shares authorized for issuance by 2,000,000 shares, for an aggregate number of shares authorized for issuance to 7,909,390 shares.
As of December 31, 2025, the Company had 1,792,076 shares of its common stock available for grant as share-based awards under the WRL Omnibus Plan.
Wynn Macau, Limited Share Option and Share Award Plans
The Company's majority-owned subsidiary, WML, has two stock-based compensation plans that provide awards based on shares of WML's common stock. The shares available for issuance under these plans are separate and distinct from the common stock of Wynn Resorts' share plan and are not available for issuance for any awards under the Wynn Resorts share plan. The maximum number of shares which may be issued pursuant to WML's stock-based compensation plans is a combined aggregate of 523,843,160 shares. As of December 31, 2025, there were 504,297,160 shares available for issuance under WML's stock-based compensation plans.
WML Share Option Plan ("WML Share Option Plan")
WML adopted the WML Share Option Plan in May 2023 to supersede its share option plan adopted in May 2019. The WML Share Option Plan allows for the grant of stock options to purchase shares of WML to eligible directors and employees
of WML, its subsidiaries, and related entities, and service providers of WML and its subsidiaries. The WML Share Option Plan is administered by WML's board of directors, which has the discretion on the vesting and service requirements, exercise price, performance targets to exercise if applicable and other conditions, subject to certain limits. The WML Share Option Plan was adopted for a period of 10 years commencing from May 25, 2023.
WML Employee Share Ownership Scheme (the "WML Share Award Plan")
WML adopted the WML Share Award Plan in May 2023 to supersede its employee ownership scheme adopted on June 30, 2014. The Share Award Plan allows for the grant of nonvested shares of WML's common stock to eligible directors and employees of WML, its subsidiaries, and related entities, and service providers of WML and its subsidiaries. The WML Share Award Plan was adopted for a period of 10 years commencing from May 25, 2023.
Stock Options
The summary of stock option activity for the year ended December 31, 2025 is presented below:
| Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value | ||||||||||||||||||||
| WRL Omnibus Plan | |||||||||||||||||||||||
| Outstanding as of January 1, 2025 | 6,700 | $ | 68.25 | ||||||||||||||||||||
| Granted | 16,241 | $ | 81.55 | ||||||||||||||||||||
| Exercised | (6,700) | $ | 68.25 | ||||||||||||||||||||
| Outstanding as of December 31, 2025 | 16,241 | $ | 81.55 | 4.3 | $ | 629,826 | |||||||||||||||||
| Fully vested and expected to vest as of December 31, 2025 | 16,241 | $ | 81.55 | 4.3 | $ | 629,826 | |||||||||||||||||
| Exercisable as of December 31, 2025 | — | ||||||||||||||||||||||
| WML Share Option Plan | |||||||||||||||||||||||
| Outstanding as of January 1, 2025 | 41,559,400 | $ | 1.40 | ||||||||||||||||||||
| Granted | 4,856,000 | $ | 0.84 | ||||||||||||||||||||
| Forfeited or expired | (1,014,400) | $ | 1.99 | ||||||||||||||||||||
| Outstanding as of December 31, 2025 | 45,401,000 | $ | 1.32 | 6.1 | $ | 807,371 | |||||||||||||||||
| Fully vested and expected to vest as of December 31, 2025 | 45,401,000 | $ | 1.32 | 6.1 | $ | 807,371 | |||||||||||||||||
| Exercisable as of December 31, 2025 | 29,821,800 | $ | 1.61 | 4.8 | $ | 463,932 | |||||||||||||||||
The following is provided for stock options under the Company's stock-based compensation plans (in thousands, except weighted average grant date fair value):
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
WRL Omnibus Plan(1) | |||||||||||||||||
| Weighted average grant date fair value | $ | 23.09 | $ | — | $ | — | |||||||||||
| Intrinsic value of stock options exercised | $ | 306 | $ | 832 | $ | 1,475 | |||||||||||
| Cash received from the exercise of stock options | $ | 457 | $ | 1,017 | $ | 1,965 | |||||||||||
WML Share Option Plan(2) | |||||||||||||||||
| Weighted average grant date fair value | $ | 0.26 | $ | 0.25 | $ | 0.25 | |||||||||||
(1)As of December 31, 2025, there was $0.1 million in unamortized compensation expense related to stock options.
(2)As of December 31, 2025, there was $3.8 million of unamortized compensation expense related to stock options, which is expected to be recognized over a weighted average period of 3.46 years.
Option Valuation Inputs
The fair value of stock options granted under the WRL Omnibus Plan was estimated on the date of grant using the following weighted average assumption:
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Expected dividend yield | 1.2 | % | — | % | — | % | |||||||||||
| Expected volatility | 39.3 | % | — | % | — | % | |||||||||||
| Risk-free interest rate | 3.7 | % | — | % | — | % | |||||||||||
| Expected term (years) | 3.0 | — | — | ||||||||||||||
The fair value of stock options granted under WML's Share Option Plan was estimated on the date of grant using the following weighted average assumptions:
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Expected dividend yield | 5.4 | % | 5.4 | % | 5.7 | % | |||||||||||
| Expected volatility | 51.9 | % | 54.2 | % | 53.8 | % | |||||||||||
| Risk-free interest rate | 2.6 | % | 3.1 | % | 3.6 | % | |||||||||||
| Expected term (years) | 6.5 | 6.5 | 6.5 | ||||||||||||||
Nonvested and performance nonvested shares
The summary of nonvested and performance nonvested share activity under the Company's stock-based compensation plans for the year ended December 31, 2025 is presented below:
| Shares | Weighted Average Grant Date Fair Value | ||||||||||
| WRL Omnibus Plan | |||||||||||
Nonvested as of January 1, 2025 | 1,018,971 | $ | 95.52 | ||||||||
| Granted | 1,248,597 | $ | 83.53 | ||||||||
| Vested | (707,772) | $ | 112.43 | ||||||||
| Forfeited | (47,110) | $ | 86.68 | ||||||||
Nonvested as of December 31, 2025 | 1,512,685 | $ | 88.49 | ||||||||
| WML Share Award Plan | |||||||||||
Nonvested as of January 1, 2025 | 24,522,449 | $ | 0.89 | ||||||||
| Granted | 9,913,368 | $ | 0.74 | ||||||||
| Vested | (9,267,546) | $ | 0.82 | ||||||||
| Forfeited | (1,460,940) | $ | 0.87 | ||||||||
Nonvested as of December 31, 2025 | 23,707,331 | $ | 0.86 | ||||||||
Certain members of the executive management team receive grants of nonvested share awards that are subject to service and performance conditions. Generally, these awards vest if certain fair share metrics (as approved by the Company's Compensation Committee of the Board of Directors) are attained over a -, -, or three-year performance period. The Company records expense for these awards if it determines that vesting is probable. At December 31, 2025, all performance nonvested awards were deemed to be probable of vesting; however, none of the performance criteria contingencies have been resolved. The activity for these performance nonvested shares is included in the table above.
The following is provided for the share awards under the Company's stock-based compensation plans (in thousands, except weighted average grant date fair value):
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| WRL Omnibus Plan | |||||||||||||||||
| Weighted average grant date fair value | $ | 83.53 | $ | 93.12 | $ | 94.13 | |||||||||||
| Fair value of shares vested | $ | 55,636 | $ | 49,544 | $ | 56,689 | |||||||||||
| WML Share Award Plan | |||||||||||||||||
| Weighted average grant date fair value | $ | 0.74 | $ | 0.90 | $ | 1.08 | |||||||||||
| Fair value of shares vested | $ | 6,736 | $ | 4,422 | $ | 3,941 | |||||||||||
As of December 31, 2025, there was $61.4 million of unamortized compensation expense related to nonvested shares under the WRL Omnibus Plan, which is expected to be recognized over a weighted average period of 1.40 years. As of December 31, 2025, there was $9.6 million of unamortized compensation expense under the WML Share Award Plan, which is expected to be recognized over a weighted average period of 2.05 years.
Performance Share Units ("PSUs")
Certain members of the Wynn Resorts executive management team receive grants of PSUs that are subject to service and market conditions. Each PSU represents the right to receive between 0 and 1.6 shares of Wynn Resorts common stock depending on the performance of the common stock over a three-year period. The summary of PSU activity during the year ended December 31, 2025 is provided below:
| Units (at target) | Weighted Average Grant Date Fair Value | ||||||||||
Nonvested as of January 1, 2025 | 50,795 | $ | 115.94 | ||||||||
| Granted | 33,283 | $ | 71.70 | ||||||||
| Vested | — | $ | — | ||||||||
| Forfeited | — | $ | — | ||||||||
Nonvested as of December 31, 2025 | 84,078 | $ | 98.43 | ||||||||
The fair value of PSUs granted under the WRL Omnibus Plan was estimated on the date of grant using the following weighted average assumptions:
| Year Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Expected volatility | 40 | % | 45 | % | |||||||
| Risk-free interest rate | 4.3 | % | 4.1 | % | |||||||
Annual Incentive Bonus
Certain members of the Company's management team receive a portion of their annual incentive bonus in shares of the Company's stock. The number of shares is determined based on the closing stock price on the date the annual incentive bonus is settled. As the number of shares is variable, the Company records a liability for the fixed monetary amount over the service period. The Company recorded stock-based compensation expense associated with these awards of $5.4 million, $7.8 million and $8.0 million for each of the years ended December 31, 2025, 2024 and 2023, respectively. The Company settled its obligations for the 2025, 2024, and 2023 annual incentive bonuses by issuing 46,085, 94,350, and 84,130 of vested shares with a weighted-average grant date fair value of $116.37, $82.45, and $95.26, in January of the respective following year.
Compensation Cost
The total compensation cost for stock-based compensation plans was recorded as follows (in thousands):
During the years ended December 31, 2025, 2024 and 2023, the Company recognized income tax benefits related to stock-based compensation expense in the Consolidated Statements of Income of $17.8 million, $9.9 million, and $10.0 million, respectively. Additionally, during the years ended December 31, 2025, 2024, and 2023, the Company realized tax benefits related to stock option exercises and restricted stock vesting of $9.9 million, $5.8 million, and $7.5 million, respectively.| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Casino | $ | 10,778 | $ | 3,065 | $ | 2,163 | |||||||||||
| Rooms | 6,663 | 1,028 | 800 | ||||||||||||||
| Food and beverage | 17,689 | 2,197 | 1,636 | ||||||||||||||
| Entertainment, retail and other | 2,362 | 1,108 | 8,230 | ||||||||||||||
| General and administrative | 54,435 | 51,631 | 51,686 | ||||||||||||||
| Total stock-based compensation expense | 91,927 | 59,029 | 64,515 | ||||||||||||||
| Total stock-based compensation capitalized | 5,589 | 5,242 | 5,268 | ||||||||||||||
| Total stock-based compensation costs | $ | 97,516 | $ | 64,271 | $ | 69,783 | |||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 2, 2026 | Showing above |
| 2024 | Feb 13, 2025 | |
| 2018 | Feb 28, 2019 | |
| 2017 | Feb 28, 2018 | |
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.