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Shareholders’ Equity and Stock Incentive Plans | 12 Months Ended
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Dec. 31, 2024
Share-Based Payment Arrangement [Abstract] |
Shareholders’ Equity and Stock Incentive Plans | Shareholders’ Equity and Stock Incentive Plans Share Repurchase Program From time to time, the Company repurchases shares of its common stock pursuant to the $100 million share repurchase program authorized by our Board of Directors on July 27, 2023, which was subsequently increased by $100 million on November 5, 2024. Share repurchases may be made from time to time in open market transactions, through block trades, pursuant to a Rule 10b5-1 trading plan or in private transactions in accordance with applicable securities laws and regulations and other legal requirements, including compliance with the Company’s finance agreements. Share repurchases may be made at management’s discretion based on market conditions and financial resources and there is no minimum number of shares that the Company is required to repurchase. The repurchase program may be suspended or discontinued at any time without prior notice. As of December 31, 2024, the Company had $99.4 million of remaining share repurchase availability under its share repurchase program. The following table includes the Company’s share repurchase activity:
| Year Ended December 31,
| 2024 |  | 2023 |  | 2022
(In thousands, except per share data) |  |  |  |  |
Shares repurchased (1)(2) | 2,892 |  |  | 252 |  |  | 1,113 |
Total cost, including brokerage fees and excise tax on repurchases | $ | 92,142 |  |  | $ | 9,134 |  |  | $ | 51,202 |
Average repurchase price per share (3)(4) | $ | 31.63 |  |  | $ | 36.17 |  |  | $ | 46.01 |
(1)All repurchased shares were retired and constitute authorized but unissued shares. Shares repurchased to settle employee tax withholding related to the vesting of RSUs or exercise of options are not included in the table above. (2)Of the shares repurchased in 2024, 949,729 were repurchased pursuant to a Rule 10b5-1 trading plan. (3)Figures in the table may not recalculate exactly due to rounding. Average repurchase price per share is calculated based on unrounded numbers. (4)Average repurchase price per share includes broker commissions but excludes our liability under the 1% excise tax on the net amount of our share repurchases required by the Inflation Reduction Act of 2022. Stock Incentive Plans 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 1 st 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, 2024 was 1.1 million 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, 2024, a total of 4.5 million shares of the Company’s common stock remained available for grants of awards under the 2015 Plan. Dividends 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. Commencing on February 27, 2024, the Company’s Board of Directors has declared a recurring quarterly dividend of $0.25 per share of the Company’s common stock. The dividends declared in 2024 were as follows:
Declaration Date |  | Record Date |  | Payment Date |  | Amount per Share |  | Aggregate Amount (in thousands)
February 27, 2024 |  | March 18, 2024 |  | April 4, 2024 |  | $ | 0.25 |  |  | $ | 7,237 |
May 2, 2024 |  | June 14, 2024 |  | July 2, 2024 |  | $ | 0.25 |  |  | $ | 7,107 |
August 6, 2024 |  | September 17, 2024 |  | October 2, 2024 |  | $ | 0.25 |  |  | $ | 6,962 |
November 5, 2024 |  | December 20, 2024 |  | January 7, 2025 |  | $ | 0.25 |  |  | $ | 6,641 |
In addition, subsequent to the fiscal year end, on February 25, 2025, the Board of Directors authorized its next recurring quarterly cash dividend of $0.25 per share of the Company’s common stock payable on April 2, 2025 to shareholders of record as of March 21, 2025. Stock Options The following table summarizes the Company’s stock option activity:
|  | Stock Options Outstanding |  | Weighted-Average Remaining Term (in years) |  | Weighted-Average Exercise Price |  | Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2022 |  | 2,141,494 |  |  | 4.5 |  | $ | 11.31 |  |  |
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 |
Granted |  | — |  |  |  |  | — |  |  |
Exercised |  | (421,000) |  |  |  |  | 9.17 |  |  |
Cancelled |  | — |  |  |  |  | — |  |  |
Expired |  | — |  |  |  |  | — |  |  |
Outstanding at December 31, 2024 |  | 1,490,354 |  |  | 1.5 |  | $ | 9.19 |  |  | $ | 33,395 |
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 |
Exercisable at December 31, 2024 |  | 1,490,354 |  |  | 1.5 |  | $ | 9.19 |  |  | $ | 33,395 |
(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 $8.9 million, $4.6 million and $2.6 million for the years ended December 31, 2024, 2023 and 2022, respectively. The Company has not granted any stock options since 2017. The Company received $3.2 million in proceeds from stock options exercised during the year ended December 31, 2024. The Company issues new shares of common stock upon exercise of stock options. RSUs and PSUs 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. The following table summarizes the Company’s RSU activity:
|  | RSUs
|  | Shares |  | Weighted- Average Grant Date Fair Value |  | Total Fair Value of Shares Vested (in thousands)
Outstanding at January 1, 2022 |  | 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 |  |  |
Granted |  | 232,766 |  |  | 33.57 |  |  |
Vested |  | (285,012) |  |  | 28.73 |  |  | $ | 9,150 |
Cancelled |  | (9,350) |  |  | 38.82 |  |  |
Outstanding at December 31, 2024 |  | 367,166 |  |  | $ | 37.67 |  |  |
(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). The following table summarizes the Company’s PSU activity:
|  | PSUs
|  | Shares (1) |  | Weighted- Average Grant Date Fair Value |  | Total Fair Value of Shares Vested (in thousands)
Outstanding at January 1, 2022 |  | 705,577 |  | (2) | $ | 13.84 |  |  |
Granted |  | 83,579 |  |  | 53.51 |  |  |
Performance certification |  | 534,383 |  | (3) | — |  |  |
Vested |  | (247,380) |  | (4) | 12.51 |  |  | $ | 13,030 |
Outstanding at December 31, 2022 |  | 1,076,159 |  |  | 17.17 |  |  |
Granted |  | 114,898 |  |  | 41.92 |  |  |
Vested |  | (733,574) |  | (5) | 8.86 |  |  | $ | 30,751 |
Issuance of dividend equivalent (6) |  | 23,151 |  |  | — |  |  |
Cancelled |  | (8,699) |  | (7) | 53.51 |  |  |
Outstanding at December 31, 2023 |  | 471,935 |  | (8) | 36.40 |  |  |
Granted |  | 131,906 |  |  | 34.06 |  |  |
Vested |  | (272,362) |  | (9) | 29.00 |  |  | $ | 9,277 |
Cancelled |  | (171,998) |  | (10) | 35.92 |  |  |
Outstanding at December 31, 2024 |  | 159,481 |  |  | $ | 47.54 |  |  |
(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 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.” (3)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. (4)Comprises 171,194 shares of 2019 PSU Awards and 76,186 shares of 2020 PSU Awards that vested in March 2022. (5)Represents 2020 PSU Awards that vested in March 2023 at 200% of the target PSUs. (6)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). (7)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. (8)Includes PSUs granted in March 2021 (“2021 PSU Awards”) at 200% of the target (based on awards deemed “earned”), PSUs granted in March 2022 at 89.6% of the target (based on awards deemed “earned”) and PSUs granted in March 2023 (“2023 PSU Awards”) at 100% of the target. (9)Represents 2021 PSU Awards that vested in March 2024 at 200% of the target PSUs. (10)The Company’s financial results for performance goals applicable to the 2023 PSU Awards were certified during the three months ended March 31, 2024 and 69.3% of the target 2023 PSU Awards were deemed “earned.” This resulted in the reduction of the PSUs listed as granted in March 2023 to the number of PSUs eligible to vest from 120,825 to 83,724. In addition, 5,467 shares of unvested PSU Awards were forfeited during the year ended December 31, 2024. In addition, 131,906 PSUs granted in March 2024 were cancelled due to the Company not meeting its performance target for 2024. Share-Based Compensation The following table summarizes share-based compensation costs by award type:
| Year Ended December 31,
(In thousands) | 2024 |  | 2023 |  | 2022
Stock options | $ | — |  |  | $ | — |  |  | $ | — |
RSUs | 7,178 |  |  | 7,624 |  |  | 6,900 |
PSUs | 2,866 |  |  | 5,188 |  |  | 5,980 |
Total share-based compensation costs | $ | 10,044 |  |  | $ | 12,812 |  |  | $ | 12,880 |
As of December 31, 2024, the Company’s unrecognized share-based compensation expense related to RSUs and PSUs was $7.6 million and $1.6 million, respectively, which is expected to be recognized over a weighted-average period of 1.6 years and 0.7 years for RSUs and PSUs, respectively. The Company did not have any remaining unrecognized share-based compensation expense related to stock options as of December 31, 2024.

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