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Stockholders' Equity | 12 Months Ended
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Dec. 31, 2025
Equity [Abstract] |
Stockholders' Equity | Stockholders’ Equity The Company has two classes of common stock. The Company’s Certificate of Incorporation authorizes 500,000,000 shares of Class A common stock, par value $0.01 per share and 100,000,000 shares of Class B common stock, par value $0.00001 per share. The Certificate of Incorporation also authorizes up to 100,000,000 shares of preferred stock, par value of $0.01 per share, none of which have been issued. The holders of the Company’s Class A common stock hold 100% of the economic interests in the Company. Class A Common Stock Voting Rights The holders of Class A common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. Holders of shares of the Company’s Class A common stock and Class B common stock vote together as a single class on all matters presented to the Company’s stockholders for their vote or approval, except as otherwise required by applicable law or the Certificate of Incorporation. Dividend Rights and Distributions Subject to preferences that may be applicable to any outstanding preferred stock, the holders of Class A common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by the board of directors out of funds legally available therefor. The declaration, amount and payment of any future dividends on shares of Class A common stock will be at the sole discretion of the board of directors and it may increase, reduce or discontinue entirely the payment of such dividends at any time. The board of directors may take into account general economic and business conditions, the Company’s financial condition and operating results, its available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions and implications on the payment of dividends to stockholders or the payment of distributions by subsidiaries (including Station Holdco) to the Company, and such other factors as the board of directors may deem relevant. Red Rock is a holding company. Other than a note receivable from Station LLC and assets and liabilities related to income taxes and the tax receivable agreement, its only material assets are its equity interest in Station Holdco and its voting interest in Station LLC. Red Rock has no operations outside of its management of Station LLC. The Company intends to cause Station Holdco to make distributions in an amount sufficient to cover cash dividends declared, if any. If Station Holdco makes such distributions to Red Rock, the other holders of LLC Units will be entitled to receive proportionate distributions based on their percentage ownership of Station Holdco. The existing debt agreements of Station LLC, including those governing the Credit Facility, contain restrictive covenants that limit its ability to make cash distributions. Because the only asset of Station Holdco is its interest in Station LLC, the limitations on such distributions will effectively limit the ability of Station Holdco to make distributions to Red Rock, and any financing arrangements that the Company or any of its subsidiaries enter into in the future may contain similar restrictions. Station Holdco is generally prohibited under Delaware law from making a distribution to a member to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of Station Holdco (with certain exceptions) exceed the fair value of its assets. Subsidiaries of Station Holdco, including Station LLC and its subsidiaries, are generally subject to similar legal limitations on their ability to make distributions to their members or equityholders. Because the Company must pay taxes and make payments under the TRA, amounts ultimately distributed as dividends to holders of Class A common stock may be less than the amounts distributed by Station Holdco to its members on a per LLC Unit basis. During the years ended December 31, 2025 and 2024, the Company declared and paid quarterly cash dividends totaling $1.01 per share of Class A common stock and $1.00 per share of Class A common stock, respectively, which included $9.1 million and $8.7 million, respectively, paid to Fertitta Family Entities. Prior to the quarterly cash dividend payments, during the years ended December 31, 2025 and 2024, Station Holdco paid distributions to noncontrolling interest holders totaling $46.4 million and $46.0 million, respectively, which included $45.8 million and $45.4 million, respectively, paid to Fertitta Family Entities. During the years ended December 31, 2025 and 2024, Station Holdco paid tax distributions to noncontrolling interest holders of $43.9 million and $34.7 million, respectively, including $43.4 million and $34.3 million, respectively, paid to Fertitta Family Entities. On February 10, 2026, the Company announced that it would pay a dividend of $0.26 per share to Class A stockholders of record as of March 16, 2026 to be paid on March 31, 2026, of which $2.3 million is expected to be paid to Fertitta Family Entities. Prior to the payment of the dividend, Station Holdco will make a cash distribution to all LLC Unit Holders, including the Company, of $0.26 per LLC Unit, of which $11.8 million is expected to be paid to Fertitta Family Entities. Special Dividends On February 10, 2026, the Company announced that it would pay a special cash dividend of $1.00 per share of Class A common stock to stockholders of record as of February 20, 2026, to be paid on February 27, 2026, of which $9.1 million is expected to be paid to Fertitta Family Entities. Prior to the payment of the special dividend, Station Holdco will make a cash distribution to all LLC Unit holders, including the Company of $1.00 per unit, of which $45.4 million is expected to be paid to Fertitta Family Entities. In May 2025, the Company declared a special cash dividend of $1.00 per share of Class A common stock to stockholders on record as of May 14, 2025, which was paid on May 21, 2025, and included $9.1 million paid to Fertitta Family Entities. Prior to the payment of the special dividend, Station Holdco made a cash distribution to all LLC Unit holders, including the Company, of $1.00 per unit, of which $45.4 million was paid to Fertitta Family Entities. In February 2024, the Company declared a special cash dividend of $1.00 per share of Class A common stock to stockholders of record as of February 22, 2024, which was paid on March 4, 2024, and included $8.5 million paid to Fertitta Family Entities. Prior to the payment of the special dividend, Station Holdco made a cash distribution to all LLC Unit holders, including the Company, of $1.00 per unit, of which $45.4 million was paid to Fertitta Family Entities. Rights upon Liquidation In the event of liquidation, dissolution or winding-up of Red Rock, whether voluntarily or involuntarily, the holders of Class A common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding. Other Rights The holders of Class A common stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the Class A common stock. The rights, preferences and privileges of holders of Class A common stock will be subject to those of the holders of any shares of preferred stock the Company may issue in the future. Equity Repurchase Program On October 27, 2025, the Company’s board of directors extended the expiration date of the equity repurchase program to December 31, 2027 and authorized the repurchase of an additional $300.0 million of its Class A common stock, increasing the amount authorized for repurchases under the program to $900.0 million. As of December 31, 2025, the Company had repurchased an aggregate of 9.0 million shares of Class A common stock pursuant to the program, and the remaining amount authorized for repurchases was $524.4 million. The Company is not obligated to repurchase any shares under this program. Subject to applicable laws and the provisions of any agreements restricting the Company’s ability to do so, repurchases may be made at the Company’s discretion from time to time through open market purchases, negotiated transactions or tender offers, depending on market conditions and other factors. The repurchases for the year ended December 31, 2025 included 1,551,576 shares repurchased in open market transactions and 92,237 share repurchased in connection with an exchange of Class B shares for cash for an aggregate cost of $85.0 million. During the year ended December 31, 2024, the Company repurchased 75,000 shares of its Class A common stock in open market transactions for an aggregate cost of $3.9 million. The Class A shares were retired upon repurchase. The Company made no repurchases during the year ended December 31, 2023 under the program. Class B Common Stock Voting Rights The Continuing Owners of Station Holdco hold shares of Class B common stock in an amount equal to the number of LLC Units owned. Although Class B shares have no economic rights, they allow those owners of Station Holdco to exercise voting power at Red Rock, which is the sole managing member of Station Holdco. Each outstanding share of Class B common stock that is held by a holder that, together with its affiliates, owned LLC Units representing at least 30% of the outstanding LLC Units following the IPO and, at the applicable record date, maintains direct or indirect beneficial ownership of at least 10% of the outstanding shares of Class A common stock (determined on an as-exchanged basis assuming that all of the LLC Units were exchanged for Class A common stock) is entitled to ten votes and each other outstanding share of Class B common stock is entitled to one vote. The Fertitta Family Entities hold all of the Company’s issued and outstanding shares of Class B common stock that have ten votes per share. As a result, Frank J. Fertitta III and Lorenzo J. Fertitta, together with their affiliates, control any action requiring the general approval of the Company’s stockholders, including the election of the board of directors, the adoption of amendments to the Certificate of Incorporation and by laws and the approval of any merger or sale of substantially all of the Company’s assets. Holders of LLC Units are entitled at any time to exchange LLC Units, together with an equal number of shares of Class B common stock, for shares of Class A common stock or for cash, at the Company’s election. Accordingly, as members of Station Holdco entitled to ten votes per share exchange LLC Units, the voting power afforded to them by their shares of Class B common stock will be correspondingly reduced. Exchanges of LLC Units and shares of Class B common stock for shares of Class A common stock are based on an exchange ratio. The exchange ratio is a fraction, the numerator of which is the number of shares of Class A common stock outstanding immediately prior to the applicable exchange and the denominator of which is the number of LLC Units owned by Red Rock and its subsidiaries immediately prior to the applicable exchange. The initial exchange ratio at the IPO date was one share of Class A common stock for each LLC Unit and share of Class B common stock. The exchange ratio is subject to adjustment in the event that the number of outstanding shares of Class A common stock does not equal the number of LLC Units held by Red Rock. At December 31, 2025, the exchange ratio was 0.908 shares of Class A common stock for each LLC Unit and share of Class B common stock. During the year ended December 31, 2025, a noncontrolling interest holder unaffiliated with Red Rock exchanged 100,000 LLC Units, together with an equal number of Class B common shares, for cash at the election of the Company, which increased Red Rock’s percentage of ownership in Station Holdco. No shares of Class B common stock were exchanged for Class A shares or cash for the years ended December 31, 2024 and 2023. Automatic Transfer In the event that any outstanding share of Class B common stock shall cease to be held by a holder of an LLC Unit (including a transferee of an LLC Unit), such share shall automatically be transferred to the Company and thereupon shall be retired. Dividend Rights Class B stockholders will not participate in any dividends declared by the board of directors. Rights upon Liquidation In the event of any liquidation, dissolution, or winding-up of Red Rock, whether voluntary or involuntary, the Class B stockholders will not be entitled to receive any of the Company’s assets. Other Rights The holders of Class B common stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the Class B common stock. The rights, preferences and privileges of holders of Class B common stock will be subject to those of the holders of any shares of preferred stock the Company may issue in the future. Preferred Stock Subject to limitations prescribed by Delaware law and the Certificate of Incorporation, the board of directors is authorized to issue preferred stock and to determine the terms and conditions of the preferred stock, including whether the shares of preferred stock will be issued in one or more series, the number of shares to be included in each series and the powers, designations, preferences and rights of the shares. The board of directors is authorized to designate any qualifications, limitations or restrictions on the shares without any further vote or action by the stockholders. The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of the Company. The Company has no current plan to issue any shares of preferred stock. Net Income Attributable to Red Rock Resorts, Inc. and Transfers (to) from Noncontrolling Interests The table below presents the effect on Red Rock Resorts, Inc. stockholders’ equity from net income and changes in its ownership of Station Holdco (amounts in thousands):
| Year Ended December 31,
| 2025 |  | 2024 |  | 2023
Net income attributable to Red Rock Resorts, Inc. | $ | 188,066 |  |  | $ | 154,051 |  |  | $ | 176,004 |
Transfers (to) from noncontrolling interests: |  |  |  |  |
Exchanges of noncontrolling interests | 215 |  |  | — |  |  | — |
Rebalancing of ownership percentage between the Company and noncontrolling interests of Station Holdco | (1,111) |  |  | (6,166) |  |  | (1,504) |
Net transfers (to) from noncontrolling interests | (896) |  |  | (6,166) |  |  | (1,504) |
Change from net income attributable to Red Rock Resorts, Inc. and net transfers (to) from noncontrolling interests | $ | 187,170 |  |  | $ | 147,885 |  |  | $ | 174,500 |

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