EVP of Operations Sartini Blake L Ii returned $1,363,205 worth of shares to the company (549,391 units at $2.48), covered exercise/tax liability with 108,652 shares, exercised 213,703 shares at a strike of $7.48 and was granted 23,874 shares, closing all direct ownership in the company (SEC Form 4) to satisfy withholding tax
$GDEN
Services-Misc. Amusement & Recreation
Consumer Discretionary
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
NEW ROYAL HOLDCO I INC. [ GDEN ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 04/29/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 04/29/2026 | M(1) | 70,000 | A | $10.51 | 240,466 | D | |||
| Common Stock | 04/29/2026 | M(1) | 75,000 | A | $11.5 | 315,466 | D | |||
| Common Stock | 04/29/2026 | M(2) | 5,940 | A | $0(2) | 321,406 | D | |||
| Common Stock | 04/29/2026 | M(2) | 17,016 | A | $0(2) | 338,422 | D | |||
| Common Stock | 04/29/2026 | M(2) | 21,873 | A | $0(2) | 360,295 | D | |||
| Common Stock | 04/29/2026 | M(3) | 23,874 | A | $0(3) | 384,169 | D | |||
| Common Stock | 04/29/2026 | A(4) | 23,874 | A | $0(4) | 408,043 | D | |||
| Common Stock | 04/29/2026 | D(3)(4) | 47,748 | D | $28.55(3)(4) | 360,295 | D | |||
| Common Stock | 04/29/2026 | F(5) | 108,652 | D | $28.55(5) | 251,643 | D | |||
| Common Stock | 04/30/2026 | D(6) | 251,643 | D | (6) | 0 | D | |||
| Common Stock | 04/30/2026 | D(6) | 250,000 | D | (6) | 0 | I | See footnote(7) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option | $10.51 | 04/29/2026 | M(1) | 70,000 | (8) | 08/25/2026 | Common Stock | 70,000 | $0(1) | 0 | D | ||||
| Stock Option | $11.5 | 04/29/2026 | M(1) | 75,000 | (8) | 03/19/2027 | Common Stock | 75,000 | $0(1) | 0 | D | ||||
| Restricted Stock Units | (9) | 04/29/2026 | M(2) | 5,940 | (8) | (9) | Common Stock | 5,940 | $0(2) | 0 | D | ||||
| Restricted Stock Units | (9) | 04/29/2026 | M(2) | 17,016 | (8) | (9) | Common Stock | 17,016 | $0(2) | 0 | D | ||||
| Restricted Stock Units | (9) | 04/29/2026 | M(2) | 21,873 | (8) | (9) | Common Stock | 21,873 | $0(2) | 0 | D | ||||
| Restricted Stock Units | (9) | 04/29/2026 | M(3) | 23,874 | (8) | (9) | Common Stock | 23,874 | $0(3) | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents the exercise of stock options on the Equity Award Settlement Date, as defined under, and in accordance with the terms of, that certain Master Transaction Agreement dated November 6, 2025 by and among the Issuer, Argento, LLC, VICI Properties Inc., and VICI Royal Merger Sub LLC, (the ''Master Transaction Agreement''). |
| 2. Represents the accelerated vesting and conversion of restricted stock units (''RSU'') or preferred stock units (''PSUs''), as applicable, on a one for one basis for shares of common stock, plus the issuance of shares of common stock in satisfaction of dividend equivalents, in accordance with the terms of the Master Transaction Agreement. |
| 3. Represents the accelerated vesting and cash settlement of the RSUs granted in February 2026 in accordance with the terms of the award agreement and Master Transaction Agreement. For Form 4 reporting purposes, each RSU converted to one share of common stock which was disposed to the Issuer in exchange for the closing stock price on the Equity Award Settlement Date. |
| 4. Represents the accelerated vesting and cash settlement of the PSUs granted in February 2026 in accordance with the terms of the Master Transaction Agreement. For Form 4 reporting purposes, each PSU converted to one share of common stock which was disposed to the Issuer in exchange for the closing stock price on the Equity Award Settlement Date. |
| 5. Represents shares withheld by the Issuer in satisfaction of tax withholding obligations resulting from vesting of stock options, RSUs and PSUs, and shares withheld by the Issuer in satisfaction of payment of the exercise price for the options exercised. |
| 6. Represents the disposition of shares of common stock of the successor entity to the Issuer, in the reorganziation and merger involving the Issuer, under and in accordance with the Master Transaction Agreement. Each share of common stock was exchanged for 0.902 shares of VICI Properties Inc., with cash paid in lieu of fractional shares. |
| 7. Represents shares held by D'Oro Holdings, LLC in which Mr. Sartini II has a pecuniary interest. On May 12, 2021, Mr. Sartini II resigned as the sole manager of D'Oro Holdings, LLC, and on May 12, 2021, Mr. Sartini II resigned as trustee of certain family trusts that were members of D'Oro Holdings, LLC. Accordingly, Mr. Sartini II no longer has investment control over shares held by D'Oro Holdings, LLC. |
| 8. The outstanding RSUs and PSUs vested in full, and all outstanding unvested stock options became fully exercisable and were exercised, on the Equity Award Settlement Date in accordance with the terms of the Master Transaction Agreement. |
| 9. Represents a contingent right to receive shares of common stock, that convert into common stock on a one-for-one basis upon vesting, and have no expiration date. |
| Remarks: |
| /s/Charles H. Protell, attorney-in-fact | 04/30/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||