Item 4 — Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information: Master Transaction Agreement On November 6, 2025, the Issuer entered into a Master Transaction Agreement (the "MTA") with Argento, LLC, a Nevada limited liability company ("OpCo Buyer"), VICI Properties Inc., a Maryland corporation ("PropCo Buyer") and VICI ROYAL MERGER SUB LLC, a Delaware limited liability company and a wholly owned subsidiary of PropCo Buyer ("PropCo Merger Sub"). The MTA provides, among other things, and subject to the terms and conditions set forth therein, that (i) (x) prior to the Closing, the Issuer will consummate the Pre-Closing Restructuring which contemplates, among other things, that the Issuer will form New HoldCo and New OpCo and (y) on the Closing Date, but prior to the OpCo Sale, the Issuer will merge with and into New OpCo, with New OpCo continuing as the surviving entity (the "F Reorganization Merger"), with the equity holders of the Issuer receiving equity, on a one-for-one basis, in New HoldCo and New HoldCo owning 100% of the membership interest of New OpCo and being the immediate parent of New OpCo, (ii) immediately following the F Reorganization Effective Time, but prior to the OpCo Sale, the distribution by New OpCo to New HoldCo of all of the membership interests in PropCo (the "PropCo Distribution"), (iii) on the Closing Date, immediately following the PropCo Distribution but prior to the Distribution (as defined below) and the Effective Time (as defined below), OpCo Buyer will acquire 100% of the equity interests of New OpCo (the "OpCo Sale") and, immediately following the consummation of the OpCo Sale, but prior to the Effective Time, the Issuer will distribute a dividend, as declared and paid by the Issuer, in an amount equal to $2.75 per share to the Issuer's shareholders as of the Closing as described in and pursuant to the MTA (the "Distribution") and (iv) on the Closing Date, immediately following the Distribution, New HoldCo (following the F Reorganization Effective Time, references to the Issuer shall mean New HoldCo) will merge with and into PropCo Merger Sub, with PropCo Merger Sub continuing as the surviving entity, and each share of common stock, par value $0.01 per share, of New HoldCo issued and outstanding immediately prior to the Effective Time will be converted into the right to receive a number of fully paid and nonassessable PropCo Buyer Shares equal to 0.902 (the "Exchange Ratio", and such merger, the "Merger," and together with the PropCo Distribution, the Distribution, the Pre-Closing Restructuring, the OpCo Sale and other transactions contemplated by the MTA, the "Transactions"). Capitalized terms used herein but not otherwise defined have the meanings set forth in the MTA. The board of directors of the Issuer (the "Board") established an independent committee of the Board consisting only of independent and disinterested directors of the Issuer (the "Independent Committee") to, among other things, review, evaluate, and negotiate the MTA and the Transactions. The Independent Committee has, upon the terms and subject to the conditions set forth in the MTA, unanimously (i) determined that the Transactions are advisable, fair to and in the best interest of the Issuer and its shareholders, and (ii) resolved to submit the MTA to the Issuer's shareholders for their adoption, and recommended that the Issuer's shareholders vote in favor of the adoption of the MTA and the Transactions (the "Independent Committee Approval"). Additional Agreements Concurrently with the execution of the MTA, (i) the Issuer and Mr. Sartini entered into a Limited Guarantee, (ii) the Issuer and certain shareholders of the Issuer entered into a Voting Agreement (as defined below), (iii) the Issuer, OpCo Buyer, PropCo Buyer and PropCo Merger Sub entered into a Tax Matters and Indemnity Agreement that, among other things, governs the respective rights, responsibilities and obligations of each of OpCo Buyer and PropCo Buyer after the OpCo Sale and the Merger with respect to tax liabilities and benefits, tax attributes, tax contests and certain other matters and provides for certain indemnities by OpCo Buyer in favor of PropCo Buyer with respect to certain matters in connection with the transactions contemplated by the MTA and (iv) PropCo Buyer, OpCo Buyer and Mr. Sartini entered into an Exclusivity Agreement, that, among other things, provides that the parties will not solicit, initiate or encourage any alternative proposals to the Transactions for a period beginning on November 6, 2025 and ending one year after the termination of the MTA, subject to earlier termination if the MTA is terminated in certain circumstances. At Closing, OpCo Buyer or its Affiliate and PropCo Buyer or its Affiliate will enter into a Master Lease for the Subject Properties, as described in the MTA. Consideration OpCo Sale and Distribution At the Closing, immediately following the PropCo Distribution but