SEC FORM 4

SEC Form 4

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^*

SARTINI BLAKE L

(Last)

(First)

(Middle)

6595 S. JONES BLVD.

(Street)

LAS VEGAS

NEVADA

89118

(City)

(State)

(Zip)

UNITED STATES

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/29/2026		M⁽¹⁾		264,000	A	$10.51	535,413	D
Common Stock	04/29/2026		M⁽¹⁾		200,000	A	$11.5	735,413	D
Common Stock	04/29/2026		M⁽²⁾		19,696	A	$0⁽²⁾	755,109	D
Common Stock	04/29/2026		M⁽²⁾		48,727	A	$0⁽²⁾	803,836	D
Common Stock	04/29/2026		M⁽²⁾		62,638	A	$0⁽²⁾	866,474	D
Common Stock	04/29/2026		M⁽³⁾		68,367	A	$0⁽³⁾	934,841	D
Common Stock	04/29/2026		A⁽⁴⁾		68,366	A	$0⁽⁴⁾	1,003,207	D
Common Stock	04/29/2026		D⁽³⁾⁽⁴⁾		136,733	D	$28.55⁽³⁾⁽⁴⁾	866,474	D
Common Stock	04/29/2026		F⁽⁵⁾		341,965	D	$28.55⁽⁵⁾	524,509	D
Common Stock	04/30/2026		D⁽⁶⁾		524,509	D	⁽⁶⁾	0	D
Common Stock⁽⁷⁾	04/30/2026		D⁽⁶⁾		5,644,788	D	⁽⁶⁾	0	I	By Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$10.51	04/29/2026		M⁽¹⁾			264,000	⁽⁸⁾	08/25/2026	Common Stock	264,000	$0⁽¹⁾	0	D
Stock Option	$11.5	04/29/2026		M⁽¹⁾			200,000	⁽⁸⁾	03/19/2027	Common Stock	200,000	$0⁽¹⁾	0	D
Restricted Stock Units	⁽⁹⁾	04/29/2026		M⁽²⁾			19,696	⁽⁸⁾	⁽⁹⁾	Common Stock	19,696	$0⁽²⁾	0	D
Restricted Stock Units	⁽⁹⁾	04/29/2026		M⁽²⁾			48,727	⁽⁸⁾	⁽⁹⁾	Common Stock	48,727	$0⁽²⁾	0	D
Restricted Stock Units	⁽⁹⁾	04/29/2026		M⁽²⁾			62,638	⁽⁸⁾	⁽⁹⁾	Common Stock	62,638	$0⁽²⁾	0	D
Restricted Stock Units	⁽⁹⁾	04/29/2026		M⁽³⁾			68,367	⁽⁸⁾	⁽⁹⁾	Common Stock	68,367	$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 (''RSUs'') 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. Shares are owned directly by The Blake L. Sartini and Delise F. Sartini Family Trust, of which Blake Sartini and Delise Sartini are co-trustees.

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)