WYNN RESORTS LTD — Director's Dealing 2025

Jan 11, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WYNN RESORTS LTD (WYNN)
CIK: 0001174922
Period of Report: 2025-01-07

Reporting Person: Billings Craig Scott (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-01-07	Common Stock, par value $0.01 per share	A	31837	—	Acquired	264757	Direct
2025-01-07	Common Stock, par value $0.01 per share	F	12589	$82.45	Disposed	252168	Direct
2025-01-07	Common Stock, par value $0.01 per share	A	44755	—	Acquired	296923	Direct
2025-01-07	Common Stock, par value $0.01 per share	A	29837	—	Acquired	326760	Direct
2025-01-09	Common Stock, par value $0.01 per share	F	5081	$81.17	Disposed	321679	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-01-07	Performance Share Units	$0	A	24864	Acquired	2028-01-01	Common Stock, par value $0.01 ()	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	60000	Indirect

Footnotes

F1: Shares of common stock, par value $0.01 per share, of Wynn Resorts, Limited (the "Company") granted pursuant to the Company's Amended and Restated 2014 Omnibus Incentive Plan (the "Plan"), which shares vested immediately upon grant.

F2: Shares withheld to satisfy tax withholding obligation upon vesting of immediately vested stock granted on January 7, 2025.

F3: Restricted shares of common stock, par value $0.01 per share, of the Company granted pursuant to the Plan. Vesting of the shares is conditioned on continued service through January 7, 2028, with 1/3 of the shares vesting on each of the three consecutive anniversary dates from the date of grant; provided that if the reporting person's employment with the Company is terminated, certain accelerated vesting provisions may apply.

F4: Restricted shares of common stock, par value $0.01 per share, of the Company granted pursuant to the Plan. Vesting of the shares is based on achievement of pre-established financial performance goals for the trailing one-, two-, and three-year periods ended December 31, 2025, 2026 and 2027, respectively, and if met, 1/3 of the shares will vest on each of the dates of February 28, 2026, 2027 and 2028; provided that if the reporting person's employment with the Company is terminated, certain accelerated vesting provisions may apply.

F5: Shares withheld to satisfy tax withholding obligation upon vesting of restricted stock previously granted on January 9, 2024.

F6: Represents the grant of performance share units ("PSUs") pursuant to the Plan. Each PSU represents the right to receive between 0 and 1.6 shares of Company common stock depending on the performance of the common stock from January 1, 2025 to January 1, 2028 (the "Vesting Date"), with such performance determined as the multiple of the volume-weighted average closing price of Company common stock over the 60 trading days preceding the Vesting Date, as adjusted to include dividends paid during the term of the PSU, to the volume-weighted average closing price of Company common stock over the 60 trading days preceding January 1, 2025.