UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 31, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(702 ) 770-7555
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. | ||||
Reference is made to the Facility Agreement, dated as of September 16, 2021, by and among WM Cayman Holdings Limited II ("WM Cayman II"), an indirect wholly owned subsidiary of WML (as defined herein), as borrower, Wynn Macau, Limited ("WML"), an indirect subsidiary of Wynn Resorts, Limited with its shares listed on The Stock Exchange of Hong Kong Limited (the "HKSE"), as guarantor, and Bank of China Limited, Macau Branch, as Agent, and the syndicate of lenders party thereto (as amended, the "Facility Agreement").
Effective as of July 31, 2025, WM Cayman II requested, pursuant to Section 2.2 of the Facility Agreement, that the commitments related to the revolving unsecured loan facility (the "Revolver") provided under the Facility Agreement be increased in the amount of US$1.0 billion equivalent. Following delivery to the Agent of the required confirmation notice under the Facility Agreement, and the satisfaction of various conditions, the total commitments available under the Revolver were increased to US$2.5 billion equivalent.
The terms of the Facility Agreement otherwise remain unchanged.
| Item 7.01 | Regulation FD Disclosure. | ||||
On July 31, 2025, WML filed with the HKSE an announcement regarding the US$1.0 billion equivalent increase in commitments available under the Revolver, which announcement is furnished herewith as Exhibit 99.1.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d)Exhibits.
| Exhibit No. | Description | ||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WYNN RESORTS, LIMITED | ||||||||||||||
| Dated: July 31, 2025 | By: | /s/ Julie Cameron-Doe | ||||||||||||
| Julie Cameron-Doe | ||||||||||||||
| Chief Financial Officer | ||||||||||||||
1 * For identification purposes only Exhibit 99.1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. (incorporated in the Cayman Islands with limited liability) (Stock Code: 1128 and Debt Stock Codes: 5280, 40102, 40259, 40357, 5754) INSIDE INFORMATION INCREASE IN THE SENIOR UNSECURED REVOLVING CREDIT FACILITIES UNDER THE FACILITY AGREEMENT This announcement is issued by Wynn Macau, Limited (the “Company”) pursuant to Rules 13.09(2)(a) and 37.47B of the Listing Rules and under Part XIVA of the Securities and Futures Ordinance (Cap. 571). Reference is made to: (i) the Company’s announcement dated 16 September 2021 in connection with the Facility Agreement entered into by, among others, the Company, WM Cayman II, Bank of China Limited, Macau Branch, as agent and a syndicate of lenders; (ii) the Company’s announcement dated 5 May 2022 in connection with the amendments to the Facility Agreement; (iii) the Company’s 2023 Interim Report with respect to, among other things, the amendment and restatement of the Facility Agreement on 27 June 2023; and (iv) the Company’s announcement dated 23 September 2024 in connection with extension of the Facility Agreement (collectively, the “Previous Announcements”). Unless otherwise defined, capitalized terms used in this announcement shall have the same meanings as ascribed to them in the Previous Announcements. The Company announces that, on 31 July 2025, pursuant to the terms of the Facility Agreement, the Company, WM Cayman II, Bank of China Limited, Macau Branch, as agent and certain lenders as selected by WM Cayman II (the “Accordion Lenders”) have entered into documentation through which the Accordion Lenders will make available to WM Cayman II an additional aggregate amount of US$1.0 billion equivalent pursuant to the senior unsecured revolving credit facilities
2 under the Facility Agreement. As a result, the total committed amount of the senior unsecured revolving credit facilities under the Facility Agreement has increased to US$2.5 billion equivalent. Customary accordion fees payable to the Accordion Lenders in connection with the Facility Agreement will be paid by WM Cayman Holdings Limited II. The shareholders and potential investors of the Company are advised to exercise caution when dealing in the shares of the Company. By order of the Board Wynn Macau, Limited Dr. Allan Zeman Chairman Hong Kong, 31 July 2025 As at the date of this announcement, the Board comprises Craig S. Billings and Frederic Jean-Luc Luvisutto (as Executive Directors); Linda Chen (as Executive Director and Vice Chairman); Ellen F. Whittemore and Julie M. Cameron-Doe (as Non-Executive Directors); Allan Zeman (as Independent Non-Executive Director and Chairman); and Lam Kin Fung Jeffrey, Bruce Rockowitz, Nicholas Sallnow-Smith and Leah Dawn Xiaowei Ye (as Independent Non-Executive Directors).