| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/01/2026 |
3. Issuer Name and Ticker or Trading Symbol
WYNN RESORTS LTD [ WYNN ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock, par value $0.01 per share | 20,835(1)(2) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Explanation of Responses: |
| 1. Includes 18,662 restricted shares of common stock, par value $0.01 per share, of Wynn Resorts, Limited (the "Company") granted to the reporting person pursuant to the Company's Amended and Restated 2014 Omnibus Incentive Plan (the "Plan"). Vesting of the shares is conditioned on continued service through the applicable vesting dates, provided that if the reporting person's employment with the Company is terminated, certain accelerated vesting provisions may apply. |
| 2. Includes 1,475 restricted shares of common stock, par value $0.01 per share, of the Company granted pursuant to the Plan. Vesting is based on achievement of pre-established financial performance goals in each of the years ended December 31, 2026, 2027 and 2028, and if met, shares will vest on each of the dates of February 28, 2027, 2028 and 2029; provided that if the reporting person's employment with the Company is terminated, certain accelerated vesting provisions may apply. |
| Remarks: |
| Exhibit List: Exhibit 24 - Power of Attorney |
| /s/ Nicholas Pannucci, attorney-in-fact for Craig Jeffrey Fullalove | 04/07/2026 | |
| ** 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 5 (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. | ||
Exhibit 24
Power of Attorney
KNOW ALL BY THESE PRESENTS, that the person whose signature appears below revokes all prior Powers of Attorney relating to Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), and appoints each of Craig Billings, Nick Pannucci, and John Rudy as such person's true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution and fill power to act alone and without the other, for the undersigned and in the undersigned's name, place and stead, in any and all capabilities, to:
(i)(a) act as an account administrator (as such term may be defined by the Securities and Exchange Commission (the "SEC"), from time to time) with respect to the undersigned's EDGAR account and take all actions necessary or appropriate to enable the undersigned to make electronic filings with the SEC and (b) certify as to the identity and accuracy of (1) the individuals and entities authorized to act on the undersigned's behalf with respect to the EDGAR Next system and electronic filings made with the SEC and (2) all information about the undersigned reflected on the undersigned's EDGAR account;
(ii)designate certain individuals (other than the undersigned) to access and manage the undersigned's EDGAR account as an "account administrator," "user" or "technical administrator" or other such roles as the undersigned or the attorney-in-fact may designate and as such terms may be defined by the SEC, from time to time; and
(iii)to execute, acknowledge, deliver and file any and all filings required by the Act, including Section 16 of the Act, and the rules and regulations thereunder, and requisite documents in connection with such filings, respecting securities of Wynn Resorts, Limited, a Nevada corporation, including but not limited to Forms 3, 4 and 5 under such Act and any amendments thereto, with the SEC thereby ratifying and confirming all that said attorney-in tact may do or cause to be done by virtue hereof.
This power of attorney shall be valid from the date hereof until revoked by the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this instrument effective as of the 20th day of March, 2026.
Signed: /s/ Craig Jeffrey Fullalove
Craig Jeffrey Fullalove