On July 27, 2023, the Company’s Board of Directors increased its share repurchase program to $100 million. Share repurchases may be made from time to time in open market transactions, block trades or in private transactions in accordance with applicable securities laws and regulations and other legal requirements, including compliance with the Company’s finance agreements. There is no minimum number of shares that the Company is required to repurchase and the repurchase program may be suspended or discontinued at any time without prior notice. As of December 31, 2023, the Company had $90.9 million of remaining share repurchase availability under its July 27, 2023 authorization.


	Year Ended December 31,
	2023		2022		2021
(In thousands, except per share data)
Shares repurchased (1)	252		1,113		227
Total cost, including brokerage fees	$	9,134	$	51,202	$	10,616
Average repurchase price per share (2)	$	36.17	$	46.01	$	46.87

On August 27, 2015, the Company’s Board of Directors approved the Golden Entertainment, Inc. 2015 Incentive Award Plan (the “2015 Plan”), which was approved by the Company’s shareholders at the Company’s 2016 annual meeting. The 2015 Plan authorizes the issuance of stock options, restricted stock, restricted stock units, dividend equivalents, stock payment awards, stock appreciation rights, performance bonus awards and other incentive awards. The 2015 Plan authorizes the grant of awards to employees, non-employee directors and consultants of the Company and its subsidiaries. Options generally have a ten-year term. Except as provided in any employment agreement between the Company and the employee, if an employee is terminated, any unvested options will be forfeited.

The maximum number of shares of the Company’s common stock for which grants may be made under the 2015 Plan is 2.25 million shares, plus an annual increase on January 1st of each year during the ten-year term of the 2015 Plan equal to the lesser of 1.8 million shares, 4% of the total shares of the Company’s common stock outstanding (on an as-converted basis), or such smaller amount as may be determined by the Board of Directors at its sole discretion. The annual increase on January 1, 2023 was 1,127,160 shares. In addition, the maximum aggregate number of shares of common stock that may be subject to awards

granted to any one participant during a calendar year is 2.0 million shares. As of December 31, 2023, a total of 3,630,600 shares of the Company’s common stock remained available for grants of awards under the 2015 Plan.

In July 2023, the Company’s Board of Directors declared a one-time cash dividend of $2.00 per share of the outstanding common stock, totaling $57.7 million in aggregate. The one-time cash dividend was paid on August 25, 2023 to the Company’s shareholders of record as of August 11, 2023.


	Stock Options Outstanding	Weighted-Average Remaining Term (in years)	Weighted-Average Exercise Price			Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2021	2,891,341	5.5	$	11.07
Granted	—		$	—
Exercised	(749,847)		$	10.39
Cancelled	—		$	—
Expired	—		$	—
Outstanding at December 31, 2021	2,141,494	4.5	$	11.31		$	83,992
Granted	—		$	—
Exercised	(69,500)		$	9.94
Cancelled	—		$	—
Expired	—		$	—
Outstanding at December 31, 2022	2,071,994	3.5	$	11.35		$	53,966
Granted	—		$	—
Exercised	(160,640)		$	11.84	(1)
Cancelled	—		$	—
Expired	—		$	—
Outstanding at December 31, 2023	1,911,354	2.5	$	9.19	(1)	$	58,758

Exercisable at December 31, 2021	2,141,494	4.5	$	11.31		$	83,992

Exercisable at December 31, 2022	2,071,994	3.5	$	11.35		$	53,966

Exercisable at December 31, 2023	1,911,354	2.5	$	9.19		$	58,758

(1)In accordance with the provisions of the 2015 Plan, the declaration of a one-time cash dividend of $2.00 per share of the outstanding common stock triggered the requirement to make an equitable adjustment to the number and type of securities subject to each outstanding award and the exercise price or grant price. The 2015 Plan allows the Company to make such equitable adjustments at its discretion. As a result, on August 25, 2023, the Company elected to adjust the exercise price of vested but unexercised stock option awards to reflect an amount as if the cash dividend had been paid in stock. The conditions of each option grant remain the same.

The total intrinsic value of stock options exercised was $4.6 million, $2.6 million, and $26.1 million for the years ended December 31, 2023, 2022, and 2021, respectively. The Company has not granted any stock options since 2017. The Company did not receive any cash from stock options exercised during the year ended December 31, 2023.

The Company uses the Black-Scholes option pricing model to estimate the fair value and compensation cost associated with employee incentive stock options, which requires the consideration of historical employee exercise behavior data and the use of a number of assumptions including volatility of the Company’s stock price, the weighted-average risk-free interest rate and the

weighted-average expected life of the options. The Company’s determination of fair value of share-based option awards on the date of grant using the Black-Scholes option pricing model is affected by the following assumptions regarding complex and subjective variables. Any changes in these assumptions may materially affect the estimated fair value of the share-based award.

•Expected dividend yield — As the Company has not historically paid dividends, with the exception of the Special Dividend, the dividend rate variable used in the Black-Scholes model is zero.

•Risk-free interest rate — The risk-free interest rate assumption is based on the U.S. Treasury yield curve in effect at the time of grant and with maturities consistent with the expected term of options.

•Expected term — The expected term of employee stock options represents the weighted-average period that the stock options are expected to remain outstanding. It is based upon the Company’s experience as to the average historical term of option grants that were exercised, canceled or forfeited. Management believes historical data is reasonably representative of future exercise behavior.

•Expected volatility — The volatility assumption is based on the historical actual volatility of the Company’s stock. Management concluded there were no factors identified which were unusual and which would distort the volatility figure if used to estimate future volatility. Future volatility may be substantially less or greater than expected volatility.

Executive officers of the Company receive long-term incentive equity awards in a combination of RSUs and PSUs, issued under the 2015 Plan. The number of PSUs that will be eligible to vest will be determined based on the Company’s attainment of performance goals set by the Compensation Committee. Following the one-year performance period, the number of “vesting eligible” PSUs will then be subject to two additional years of time-based vesting. Share-based compensation costs related to RSU and PSU awards are calculated based on the market price on the date of the grant. The Company periodically reviews the estimates of performance against the defined criteria to assess the expected payout of each outstanding PSU grant and adjusts the stock compensation expense accordingly.


	RSUs
	Shares	Weighted- Average Grant Date Fair Value		Total Fair Value of Shares Vested (in thousands)
Outstanding at January 1, 2021	943,957	$	12.06
Granted	318,356	$	31.46
Vested	(426,770)	$	14.20	$	14,203
Cancelled	(20,123)	$	26.08
Outstanding at December 31, 2021	815,420	$	18.17
Granted	123,970	$	51.86
Vested	(363,450)	$	17.78	$	18,963
Cancelled	(28,269)	$	17.63
Outstanding at December 31, 2022	547,671	$	26.09
Granted	159,043	$	42.17
Vested	(299,131)	$	23.73	$	12,568
Issuance of dividend equivalent (1)	21,179	$	—
Outstanding at December 31, 2023	428,762	$	34.09

(1)In accordance with the provisions of the 2015 Plan, the declaration of a one-time cash dividend of $2.00 per share of the outstanding common stock triggered the requirement to make an equitable adjustment to the number and type of securities subject to each outstanding award and the exercise price or grant price. The 2015 Plan allows the Company to make such equitable adjustments at its discretion. As a result, on August 25, 2023, the Company elected to adjust the number of shares underlying unvested RSU awards to reflect an amount as if the one-time cash dividend of $2.00 per share of the outstanding common stock had been paid in stock. The vesting schedule and conditions of each grant remain the same (with these additional share amounts subject to forfeiture on the same terms as the underlying grants).


	PSUs
	Shares (1)		Weighted- Average Grant Date Fair Value		Total Fair Value of Shares Vested (in thousands)
Outstanding at January 1, 2021	743,719		$	13.82
Granted	129,503		$	29.00
Vested	(89,920)	(2)	$	25.73	$	2,608
Cancelled	(77,725)	(3)	$	25.23
Outstanding at December 31, 2021	705,577	(4)	$	13.84
Granted	83,579		$	53.51
Performance certification	534,383	(5)	$	—
Vested	(247,380)	(6)	$	12.51	$	13,030
Outstanding at December 31, 2022	1,076,159		$	17.17
Granted	114,898		$	41.92
Vested	(733,574)	(7)	$	8.86	$	30,751
Issuance of dividend equivalent (8)	23,151		$	—
Cancelled	(8,699)	(9)	$	53.51
Outstanding at December 31, 2023	471,935		$	36.40

(1)The number of shares for the PSUs listed as granted represents the “target” number of PSUs granted to each recipient eligible to vest if the Company meets its “target” performance goals for the applicable period. The actual number of PSUs eligible to vest for those PSUs will vary depending on whether or not the Company meets or exceeds the applicable threshold, target, or maximum performance goals for the PSUs, with 200% of the “target” number of PSUs eligible to vest at “maximum” performance levels.

(2)Includes 71,468 shares of PSUs granted in March 2018 and 18,452 shares of PSUs granted in March 2019 (the “2019 PSU Awards”) vested during the first quarter of 2021.

(3)62,791 of the 77,725 PSUs cancelled during the year ended December 31, 2021 related to PSUs granted in November 2017, for which applicable performance goals were not met. 14,934 of the 77,725 PSUs cancelled during the period related to the 2019 PSU Awards. The Company’s financial results for the applicable performance goals were certified in March 2021, which resulted in the reduction of the shares subject to the 2019 PSU Awards from 204,580 to 189,646.

(4)Includes 171,194 2019 PSU Awards that were certified below target during the three months ended March 31, 2021 and vested in March 2022. Also includes PSUs granted in March 2020 and March 2021 at “target.”

(5)The Company’s financial results for the applicable performance goals were certified during the three months ended March 31, 2022 and 200% of the target PSUs granted in March 2020 (the “2020 PSU Awards”) and March 2021 (the “2021 PSU Awards”) were deemed “earned.” Includes 38,093 incremental shares issued in March 2022 in connection with vesting of shares of 2020 PSU Awards due to such award “earned” at 200% of the “target.” The remaining 2020 PSU Awards vested in March 2023.

(8)In accordance with the provisions of the 2015 Plan, the declaration of a one-time cash dividend of $2.00 per share of the outstanding common stock triggered the requirement to make an equitable adjustment to the number and type of securities subject to each outstanding award and the exercise price or grant price. The 2015 Plan allows the Company to make such equitable adjustments at its discretion. As a result, on August 25, 2023, the Company elected to adjust the number of shares underlying unvested PSU awards to reflect an amount as if the one-time cash dividend of $2.00 per share of the outstanding common stock had been paid in stock. The vesting schedule and conditions of each grant remain the same (with these additional share amounts subject to forfeiture on the same terms as the underlying grants).

(9)The Company’s financial results for the applicable performance goals were certified during the three months ended March 31, 2023 and 89.6% of the target PSUs granted in March 2022 (the “2022 PSU Awards”) were deemed “earned.” This resulted in the reduction of the 2022 PSU Awards to the number of PSUs eligible to vest from 83,579 to 74,880.


	Year Ended December 31,
(In thousands)	2023		2022		2021
Stock options	$	—	$	—	$	191
RSUs	7,624		6,900		6,867
PSUs	5,188		5,980		6,786
Total share-based compensation costs	$	12,812	$	12,880	$	13,844