Sec Form 3 Filing - FERTITTA TILMAN J @ WYNN RESORTS LTD - 2025-02-13

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person FERTITTA TILMAN J 2. Issuer Name and Ticker or Trading Symbol WYNN RESORTS LTD [ WYNN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O FERTITTA ENTERTAINMENT, INC., 1510 WEST LOOP SOUTH 3. Date of Earliest Transaction (MM/DD/YY) 02/13/2025 (Street) HOUSTON, TX77027 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 10,900,000 I See footnotes ( 1 ) ( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Derivative Transaction (right to buy and obligation to buy) $ 85.7333 ( 3 ) 05/13/2025 Common Stock 1,683,500 < span class="form4-data"> I See footnotes ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FERTITTA TILMAN J C/O FERTITTA ENTERTAINMENT, INC. 1510 WEST LOOP SOUTH HOUSTON, TX77027 X Fertitta Entertainment, Inc. 1510 WEST LOOP SOUTH HOUSTON, TX77027 X Fertitta Entertainment, LLC C/O FERTITTA ENTERTAINMENT, INC. 1510 WEST LOOP SOUTH HOUSTON, TX77027 X Signatures /s/ Tilman J. Fertitta 02/24/2025 Signature of Reporting Person Date Fertitta Entertainment, Inc., By: /s/ Tilman J. Fertitta, President and CEO 02/24/2025 Signature of Reporting Person Date Hospitality Headquarters, Inc., By: /s/ Tilman J. Fertitta, President and CEO 02/24/2025 Signature of Reporting Person Date Fertitta Entertainment, LLC, By: /s/ Tilman J. Fertitta, President 02/24/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The amount of Common Stock reported herein includes: (i) 161,925 shares of Common Stock that are held of record by Mr. Fertitta; (ii) 10,000 shares of Common Stock that are held of record by Fertitta Entertainment, Inc.; (iii) 6,863,324 shares of Common Stock that are held of record by Hospitality Headquarters, Inc. ("Hospitality Headquarters"); and (iv) 3,864,751 shares of Common Stock that are held of record by Fertitta Entertainment, LLC. ( 2 )Mr. Fertitta is the sole shareholder of Fertitta Entertainment, Inc., which is the sole shareholder of Hospitality Headquarters and the sole indirect owner of Fertitta Entertainment, LLC. As such, Mr. Fertitta may be deemed to share beneficial ownership of the securities held of record by Fertitta Entertainment, Inc., Hospitality Headquarters and Fertitta Entertainment, LLC. ( 3 )Hospitality Headquarters has entered into a share option transaction pursuant to which at any time prior to May 13, 2025, Hospitality Headquarters may purchase from the counterparty the amount of shares disclosed herein at the price disclosed herein plus a financing amount, or may be obligated to purchase from the counterparty on May 13, 2025, the same number of shares at the same price plus a financing amount. Such purchase is conditioned upon the Reporting Persons obtaining clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; otherwise the share option transaction will be settled in cash, in which case Hospitality Headquarters will pay to the counterparty any decrease in, and receive from the counterparty any increase in, the market price of the amount of shares disclosed herein during a period determined in accordance with the share option transaction relative to the price disclosed herein (plus a financing amount).

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).

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