Wynn Resorts LtdWYNN

Market position and competition · Disruptive competitors and new market entrants

If the Macau government were to allow additional competitors to operate in Macau, we would face additional competition, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. Several of the current concessionaires have opened facilities in the Cotai area over the past few years.

Market position and competition · Pricing pressure and margin compression

Our Las Vegas Operations compete with other Las Vegas Strip hotels and with other hotel casinos in Las Vegas on the basis of overall atmosphere, range of amenities, level of service, price, location, entertainment, theme and size, among other factors.

Market position and competition · Competitive pressure and market share loss

The casino resort and hotel industry is highly competitive. Increased competition could result in a loss of customers which may negatively affect our cash flows and results of operations.

Economic and market conditions · Economic recession and downturns

Our gaming revenues, financial condition, results of operations and cash flows could be adversely affected by a delay or stall in any economic recovery or, an economic slowdown or recession in the U.S. or global economy, or perception that any of these events may occur.

Social and demographic · Public perception and reputation

Our continued success depends on our ability to maintain the reputation of our resorts. Our strategy and integrated resort business model rely on positive perceptions of our resorts and the level of service we provide. Any deterioration in our reputation could have a material adverse effect on our business, results of operations and cash flows.

Geopolitical and trade · Political instability and government changes

Our Macau Operations are subject to significant political, economic and social risks inherent in doing business in an emerging market. The future success of our Macau Operations depends on political and economic conditions in Macau and PRC. Fiscal decline, international relations, and civil, domestic or international unrest in Macau, China or the surrounding region could significantly harm our business.

Natural and catastrophic events · Climate change and environmental impact

We are subject to the risk that natural and other disasters, including the potential effects of climate change such as severe storms, hurricanes, typhoons, rising sea levels, severe drought, or the outbreak of infectious diseases may negatively affect our results of operations.

Cybersecurity and data protection · Third party data security and vendors

We rely on information technology and other systems (including those maintained by third parties with whom we contract to provide data services) to maintain and transmit large volumes of customer financial information. Our third-party information system service providers face risks relating to cybersecurity similar to ours, and we do not directly control any of such parties' information security operations.

Corporate governance · Internal controls and risk management

Internal control policies and procedures and employee training and compliance programs that we have implemented to deter prohibited practices may not be effective in prohibiting our and our affiliates' directors, employees, contractors or agents from violating or circumventing our policies and the law.

Corporate governance · Shareholder rights and activism

Certain stockholders are able to exert significant influence over our operations and future direction. As of December 31, 2025, certain trusts created by Elaine P. Wynn owned approximately 9.12% of our outstanding shares of common stock.

Reputation and brand · Corporate social responsibility

Our business faces increasing scrutiny related to environmental, social and governance activities, and risk of damage to our reputation and the value of our brands if we fail to act responsibly in a number of areas, such as diversity and inclusion, environmental stewardship, supply chain management, sustainability, workplace conduct, human rights, philanthropy, and support for local communities.

Data and privacy · Data protection and privacy laws

The failure to protect the integrity and security of company employee and customer information could result in damage to reputation and/or subject us to fines, payment of damages, lawsuits or restrictions on our use or transfer of data. Our collection and use of personal data are governed by privacy laws and regulations.

Industry regulation · Licensing and permits

The operations of our resorts are contingent upon our obtaining and maintaining all necessary licenses, permits, approvals, registrations, findings of suitability, orders and authorizations in the jurisdictions in which our resorts are located.

Credit and liquidity · Credit risk and customer defaults

We conduct our gaming activities on a credit, as well as a cash, basis. The casino credit we extend is generally unsecured and due on demand. The collectability of receivables from customers could be negatively affected by future business or economic trends or by significant events in the countries in which these customers reside.

Credit and liquidity · Access to capital and financing

We may not be able to obtain additional financing, if needed. Failure to meet our payment obligations or other obligations could result in acceleration of our indebtedness, foreclosure upon our assets that serve as collateral or bankruptcy.

Credit and liquidity · Debt service and covenant compliance

The agreements governing our debt facilities contain certain covenants that restrict our ability to engage in certain transactions and may impair our ability to respond to changing business and economic conditions. Some of our debt facilities require us to satisfy various financial covenants, which include requirements for minimum interest coverage ratios and leverage ratios.

Credit and liquidity · Liquidity and cash flow constraints

We are a parent company with limited business operations of our own. Our primary sources of cash are dividends and distributions with respect to our ownership interests in our subsidiaries. Our subsidiaries might not generate sufficient earnings and cash flow to pay dividends or distributions in the future.

International and currency · Emerging markets exposure

Our Macau Operations are subject to significant political, economic and social risks inherent in doing business in an emerging market. The future success of our Macau Operations depends on political and economic conditions in Macau and PRC.

Human capital and workforce · Key personnel dependence and succession

We depend on the continued services of key managers and employees. Our ability to maintain our competitive position is dependent to a large degree on the services of our senior management team. The loss of key management and operating personnel would likely have a material adverse effect on our business, prospects, financial condition, and results of operations.

Core operations · Operational disruption and business continuity

Flooding, unscheduled interruption in the technology or transportation services or interruption in the supply of public utilities may lead to a shutdown of any of our resorts in Macau. The occurrence and timing of such events cannot be predicted or controlled by us and may have a material adverse effect on our business.