Executive Summary

Q3 2025 came in soft operationally and missed S&P Global consensus: revenue $154.8M vs $156.8M est (−1.3%), EPS −$0.18 vs −$0.04 est, and S&P EBITDA $25.7M vs $31.5M est; company-reported Adjusted EBITDA was $30.5M, down YoY/QoQ . S&P Global values marked with asterisks; see Estimates Context.
The quarter was overshadowed by a major transaction: Golden agreed to sell operating assets to Blake L. Sartini and seven casino real estate assets to VICI, with consideration of 0.902 VICI shares plus $2.75 cash per GDEN share (valued at $30.00 at signing, ~41% premium to 11/5/25 close); the earnings call was canceled as a result .
Segment trends: Resorts declined YoY and QoQ on both revenue and EBITDA; Locals Casinos grew modestly YoY; Taverns were roughly flat YoY and slightly lower QoQ .
Liquidity modestly improved QoQ (cash $58.3M vs $52.3M; revolver availability $205M vs $200M), and total principal debt decreased to $430.1M from $436.9M; quarterly dividend of $0.25/share was maintained (authorized for 1/6/26) .

What Went Well and What Went Wrong

What Went Well

Maintained shareholder returns: paid $0.25/share dividend on 10/3/25 and authorized next $0.25/share dividend payable 1/6/26 .
Nevada Locals Casinos grew YoY on both revenue ($35.8M vs $35.4M) and Adjusted EBITDA ($14.9M vs $14.3M), indicating relative resilience in local markets .
Improved liquidity and modest debt reduction QoQ: cash up to $58.3M (from $52.3M) with undrawn revolver availability of $205M (from $200M); total principal debt down to $430.1M (from $436.9M) .

Management quotes:

“I believe this transaction maximizes value for our shareholders by providing a significant premium… I am incredibly honored to lead Golden’s 5,000 employees into the next stage of our evolution as a private company.” — Blake L. Sartini, Chairman & CEO .
“The Company is excited to have reached an agreement… at a significant premium… with VICI providing capital support through a sale-leaseback transaction in a tax efficient structure.” — Charles Protell, President & CFO .

What Went Wrong

Headline misses vs consensus: revenue $154.8M vs $156.8M est; EPS −$0.18 vs −$0.04 est; S&P EBITDA $25.7M vs $31.5M est; company Adjusted EBITDA fell to $30.5M (YoY −$3.5M; QoQ −$7.9M) .
Resorts softness: Resorts revenue declined YoY ($93.0M vs $99.5M) and QoQ ($93.0M vs $98.2M), with segment Adjusted EBITDA down to $21.5M from $24.6M YoY and $26.0M QoQ .
Earnings call canceled due to the announced transaction, reducing near-term transparency and eliminating Q&A clarifications this quarter .

Financial Results

Headline metrics vs prior periods (company-reported)

Metric	Q3 2024	Q1 2025	Q2 2025	Q3 2025
Revenue ($M)	161.233	160.843	163.620	154.818
Diluted EPS ($)	0.18	0.09	0.17	(0.18)
Adjusted EBITDA ($M)	34.014	37.581	38.440	30.481

Notes: Percent changes are calculated from the cited figures.

Q3 2025 actual vs S&P Global consensus

Metric	Consensus	Actual	Surprise
Revenue ($)	$156.81M*	$154.82M*	−1.3% (calc.)
Primary EPS ($)	−0.036*	−0.120*	More negative (calc.)
EBITDA ($)	$31.50M*	$25.65M*	−18.6% (calc.)

Values retrieved from S&P Global.
Note: Company-reported Adjusted EBITDA was $30.48M .

Segment revenues (company-reported)

Segment Revenue ($M)	Q3 2024	Q2 2025	Q3 2025
Nevada Casino Resorts	99.547	98.196	93.020
Nevada Locals Casinos	35.405	38.911	35.789
Nevada Taverns	26.042	26.255	25.733
Corporate & Other	0.239	0.258	0.276

Segment Adjusted EBITDA (company-reported)

Segment Adj. EBITDA ($M)	Q3 2024	Q2 2025	Q3 2025
Nevada Casino Resorts	24.614	25.970	21.463
Nevada Locals Casinos	14.274	18.063	14.939
Nevada Taverns	5.317	5.877	5.291
Corporate & Other	(10.191)	(11.470)	(11.212)

Balance sheet and liquidity

Metric	Q1 2025 (3/31)	Q2 2025 (6/30)	Q3 2025 (9/30)
Total principal debt ($M)	411.3	436.9	430.1
Term loan outstanding ($M)	393.0	392.0	391.0
Revolver borrowings ($M)	15.0	40.0	35.0
Cash & cash equivalents ($M)	50.5	52.3	58.3
Revolver availability ($M)	225.0	200.0	205.0

Guidance Changes

Metric	Period	Previous Guidance	Current Guidance	Change
Quarterly dividend	Q4 2025 payment (10/3/25)	$0.25/share authorized on 8/5/25	$0.25/share payable 1/6/26, record 12/22/25	Maintained
Strategic transaction consideration	At closing	N/A	0.902 VICI shares + $2.75 cash per GDEN share; $30.00 value at signing (~41% premium to 11/5/25 close)	New
Debt treatment at close	At closing	N/A	VICI to assume/repay up to $426M of Senior Secured Credit Facility	New
Expected close timing	Transaction close	N/A	Mid‑2026 expected close (regulatory and shareholder approvals)	New
Go‑shop period	Through 12/5/25	N/A	Go‑shop through Dec 5, 2025	New

Note: Company canceled the Q3 earnings call due to the transaction; no financial guidance ranges were provided this quarter .

Earnings Call Themes & Trends

Call was canceled; therefore, no Q3 transcript or Q&A. Contextual themes below reflect disclosures in company releases.

Topic	Previous Mentions (Q2 2025)	Previous Mentions (Q1 2025)	Current Period (Q3 2025)	Trend
Capital returns (dividends/buybacks)	Dividend $0.25; repurchased 514,150 shares ($14.6M) in Q2	Dividend $0.25; repurchased 273,945 shares ($7.6M) in Q1	Dividend $0.25 authorized for 1/6/26; no buyback update in release	Dividends maintained; buybacks not discussed
Balance sheet/liquidity	Cash $52.3M; availability $200M; debt $436.9M	Cash $50.5M; availability $225M; debt $411.3M	Cash $58.3M; availability $205M; debt $430.1M	Slight QoQ liquidity improvement
Strategic transactions	No disclosures	No disclosures	Announced sale of operating assets to Sartini and sale‑leaseback of seven casinos to VICI	New major event; primary narrative

Management Commentary

Blake L. Sartini, Chairman & CEO: “I believe this transaction maximizes value for our shareholders by providing a significant premium to our current share price… This mission will remain unchanged and I am incredibly honored to lead Golden’s 5,000 employees into the next stage of our evolution as a private company.”
Charles Protell, President & CFO: “Over the past several years… strategic actions, including divesting non-core assets, repaying debt and returning capital to shareholders… excited to have reached an agreement… at a significant premium… with VICI providing capital support through a sale-leaseback transaction in a tax efficient structure.”
Prior commentary (Q1 release) on operating focus: “Our focus on customer experience and operational efficiencies allowed us to generate strong financial performance despite uncertain macroeconomic conditions.” — Blake L. Sartini

Q&A Highlights

No Q&A this quarter; earnings call was canceled “in light of the transaction that we announced this morning.” Any clarifications on quarterly puts/takes were not provided .

Estimates Context

Versus S&P Global consensus, GDEN missed on revenue ($154.82M vs $156.81M est), EPS (−$0.120 vs −$0.036 est), and EBITDA ($25.65M vs $31.50M est). Company-reported Adjusted EBITDA was $30.48M, which differs from S&P’s EBITDA definition .
Given the transaction announcement and call cancellation, near‑term estimate revisions may focus more on deal timing/terms than on standalone operations.

Values retrieved from S&P Global.

Metric (Q3 2025)	Consensus	Actual
Revenue ($)	$156,807,580*	$154,818,000*
Primary EPS ($)	−0.03618*	−0.11950*
EBITDA ($)	$31,503,290*	$25,651,000*

Key Takeaways for Investors

The announced transaction (0.902 VICI shares + $2.75 cash per share; $30.00 value at signing, ~41% premium) is the dominant catalyst and will likely anchor the stock toward deal value pending approvals and potential go‑shop outcomes through 12/5/25 .
Operationally, Q3 trends were softer: revenue down QoQ and YoY, EPS negative, and EBITDA below S&P consensus; Resorts drove most of the pressure, while Locals showed relative stability YoY .
Liquidity improved modestly QoQ (higher cash, more revolver availability) and debt edged lower, which supports near‑term flexibility ahead of the transaction closing mid‑2026 .
Dividend continuity ($0.25/share) was reaffirmed through the transaction period, offering a carry component pending deal close .
For short‑term trading, deal‑spread dynamics, regulatory progress, and any competing proposals during the go‑shop window are likely to drive price action rather than fundamentals .
Medium‑term, absent the transaction, Resorts softness would warrant monitoring; however, the pro‑forma path points to a privatized operating company under Sartini and a sale‑leaseback with VICI that de‑risks GDEN’s capital structure at close (VICI assuming/repaying up to $426M of facility debt) .
With no Q3 call or guidance, additional color on Q4 seasonality, cost initiatives, or property‑level drivers was not provided; focus shifts to proxy materials and regulatory milestones for the deal .

Appendix: Additional Disclosures and KPIs

Operating footprint (as disclosed): 8 casinos and 72 gaming taverns in Nevada, ~5,600 slots, 80 table games, and 6,000 hotel rooms .
Consolidated Q3 2025 P&L highlights: Total revenues $154.818M; net loss $(4.658)M; diluted EPS $(0.18); SG&A $55.517M; D&A $22.868M .
Adjusted EBITDA reconciliation segments provided above .

GOLDEN ENTERTAINMENT, INC. (GDEN)·Q3 2025 Earnings Summary