Golden Entertainment to sell OpCo for $2.75/share cash, merge PropCo into VICI for 0.902 VICI shares per GDEN share

NEW ROYAL HOLDCO I INC.

Golden Entertainment shareholders to receive $2.75 per share cash plus 0.902 VICI Properties shares per share held.
Transaction structured as sale of operating assets to Argento, LLC and merger of PropCo into VICI subsidiary; expected close mid-2026.
Shareholder vote required; board's independent committee unanimously recommended approval; certain shareholders entered voting agreement.
Company can solicit alternative proposals during go-shop period ending December 5, 2025; termination fee $37M ($16.4M during go-shop).
Blake L. Sartini provides limited guarantee of OpCo Buyer's reverse termination fee of $10M.

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