[10-K] Bally's Corp Files Annual Report

Rhea-AI Filing Summary

Bally’s Corporation describes how it is evolving into a global, diversified gaming, hospitality and technology company spanning casinos, interactive gaming and lottery operations. The company owns and operates 20 casinos as of February 28, 2026, plus a racetrack and golf course, and controls a majority stake in Bally’s Intralot S.A., active in 39 jurisdictions worldwide.

In 2025 Bally’s completed the merger with Standard General’s Queen Casino properties, a multi-stage combination with Intralot that created B2B and B2C lottery and interactive segments, and a A$200 million convertible investment for an interest in The Star Entertainment Group. It continued building a permanent Chicago casino, advanced plans for a Las Vegas project tied to a future Major League Baseball stadium, and secured a New York downstate casino license for a planned $4 billion Bronx resort.

The report highlights a technology stack anchored by the Vitruvian data and marketing platform, extensive responsible gaming initiatives, and a marketing strategy built around its Bally Rewards loyalty program. Key risks include heavy regulation, intense competition, economic sensitivity, material weaknesses in internal control over financial reporting, cybersecurity and data-privacy exposure, and rising UK gambling taxes. As of June 30, 2025, non‑affiliate common stock had an aggregate market value of approximately $68.9 million, with 48,535,459 common shares outstanding as of February 28, 2026.

Insights

Equity analyst

Bally’s is reshaping itself into a global omni-channel gambling and lottery platform, but with high regulatory and execution risk.

Bally’s is moving beyond regional US casinos into a four-segment structure: Casinos & Resorts, Bally’s Intralot B2B, Bally’s Intralot B2C and North America Interactive. The Intralot deal and Standard General casino merger deepen both its physical footprint and recurring B2B lottery revenue base.

The strategy leans heavily on proprietary technology like the Vitruvian AI and ML platform, cross-channel Bally Rewards, and expanding iGaming and sports betting. However, the filing stresses exposure to stringent regulation, UK tax hikes on remote gaming duty to 40%, and identified material weaknesses in internal control over financial reporting, all of which could pressure margins.

Large development commitments in Chicago, Las Vegas and a planned $4 billion Bronx resort add long-duration growth potential but also capital intensity and construction, licensing and demand risks. Future disclosures in company filings will show how integration of Intralot, execution on major projects and tighter UK rules and taxes translate into cash flow and leverage trends.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-38850

BALLY’S CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		20-0904604
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
100 Westminster Street Providence, RI		02903
(Address of principal executive offices)		(Zip Code)

(401) 475-8474

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value of $0.01 per share	BALY	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ☐     No ☒ 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  ☐     No  ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during

the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the

past 90 days. Yes  ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of

Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes  ☒     No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an

emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in

Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐		Accelerated filer	☒
Non-accelerated filer	☐		Smaller reporting company	☒
			Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or

revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control

over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit

report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing

reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by

any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐     No  ☒

The aggregate market value of the voting common stock held by non-affiliates of the registrant as of June 30, 2025 based on the closing price on the New York

Stock Exchange for such date, was approximately $68.9 million.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

	Class		Outstanding as of February 28, 2026
	Common stock, $0.01 par value		48,535,459

For additional information regarding the Company’s shares outstanding, refer to Note 17 “Stockholders’ Equity.”

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement for the Annual Meeting of Stockholders to be held on May 19, 2026 are incorporated by reference into Part III

of this Annual Report on Form 10-K.

2

BALLY’S CORPORATION

ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

		Page No.
	PART I
ITEM 1.	Business	4
ITEM 1A.	Risk Factors	14
ITEM 1B.	Unresolved Staff Comments	42
ITEM 1C.	Cybersecurity	42
ITEM 2.	Properties	44
ITEM 3.	Legal Proceedings	44
ITEM 4.	Mine Safety Disclosures	44
	PART II
ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	45
ITEM 6.	[Reserved]	46
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	46
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk	64
ITEM 8.	Financial Statements and Supplementary Data	65
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	132
ITEM 9A.	Controls and Procedures	132
ITEM 9B.	Other Information	136
ITEM 9C.	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	136
	PART III
ITEM 10.	Directors, Executive Officers and Corporate Governance	137
ITEM 11.	Executive Compensation	137
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	137
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	137
ITEM 14.	Principal Accounting Fees and Services	137
	PART IV
ITEM 15.	Exhibits and Financial Statement Schedules	138
ITEM 16.	Form 10-K Summary	142
	SIGNATURES	143

3

Cautionary Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K includes forward-looking statements within the meaning of the federal securities laws.

Forward-looking statements are statements as to matters that are not historical facts, and include statements about our plans,

objectives, expectations and intentions.

Forward-looking statements are not guarantees and are subject to risks and uncertainties. Forward-looking statements are based

on our current expectations and assumptions. Although we believe that our expectations and assumptions are reasonable at this

time, they should not be regarded as representations that our expectations will be achieved. Actual results may vary materially.

Forward-looking statements speak only as of the time of this Annual Report on Form 10-K and we do not undertake to update

or revise them as more information becomes available, except as required by law.

Important factors beyond those that apply to most businesses, some of which are beyond our control, that could cause actual

results to differ materially from our expectations and assumptions include, without limitation:

•unexpected costs and other events impacting our planned construction projects, including Bally’s Chicago;

•unexpected costs, difficulties integrating and other events impacting our completed acquisitions and our ability to

realize anticipated benefits;

•risks associated with our rapid growth, including those affecting customer and employee retention, integration and

controls;

•risks associated with the impact of the digitalization of gaming on our casino operations, our expansion into online

gaming (“iGaming”) and sports betting and the highly competitive and rapidly changing aspects of our interactive

businesses generally;

•the very substantial regulatory restrictions applicable to us, including costs of compliance;

•global economic challenges, including the impact of public health crises, global and regional conflicts, rising inflation,

rising interest rates and supply-chain disruptions, could cause economic uncertainty and volatility and impact

discretionary consumer spending;

•restrictions and limitations in agreements to which we are subject, including our debt, could significantly affect our

ability to operate our business and our liquidity; and

•other risks identified in Part I. Item 1A. “Risk Factors” of this Annual Report on Form 10‑K.

The foregoing list of important factors is not exclusive and does not include matters like changes in general economic

conditions that affect substantially all gaming businesses.

You should not place undue reliance on our forward-looking statements.

4

PART I

ITEM 1.BUSINESS

Bally’s Corporation, a Delaware corporation, with global headquarters in Providence, Rhode Island, is referred to as the

“Company,” “Bally’s,” “we,” “our” or “us.” Our common stock is traded on the New York Stock Exchange (the “NYSE”)

under the symbol “BALY”.

Our Company

We are a global gaming, hospitality, entertainment and technology company with an expanding international footprint across

casino, interactive and lottery markets. We provide our customers and partners with physical and interactive entertainment and

gaming experiences worldwide. Our offerings include traditional casino gaming, iGaming, online bingo, sportsbook, free-to-

play games and technology driven lottery and gaming solutions.

As of February 28, 2026, we own and operate 20 casinos globally, including in the United Kingdom (“UK”) and in 11 states

across the United States (“US”), along with a golf course in New York and a horse racetrack in Colorado.

We also own Bally Bet Sportsbook & Casino, a premier sports betting and iCasino platform licensed in 14 jurisdictions in

North America, and a majority equity interest in Bally’s Intralot S.A. (“Intralot”) which is active in 39 jurisdictions worldwide

and is comprised of a global lottery, technology, management and services business and also the Bally’s Interactive

International division, a leading global interactive gaming operator. We also have rights to developable land in Las Vegas at the

site of the former Tropicana Las Vegas, have been awarded a license to build a full-scale casino and resort in The Bronx, New

York, and are developing an integrated destination resort in Chicago, Illinois.

Our revenues are primarily generated by these gaming and entertainment offerings. Our proprietary software and technology

stack is designed to allow us to provide consumers with differentiated offerings and exclusive content.

Our Strategy and Business Developments

We seek to continue to grow our business by focusing on expanding our integrated casino and interactive gaming platform,

optimizing our capital structure, and employing disciplined growth initiatives. We believe that interactive gaming represents a

significant strategic opportunity for the future growth of Bally’s and we will continue to proactively allocate resources in

regions where we anticipate iGaming regulation, in addition to those markets where iGaming is already well-established.

Across the globe, we engage in multiple state and private bidding processes, seeking to obtain new lottery agreements through

our innovative technology and solutions. We seek to increase revenues at our casinos and resorts through enhancing the guest

experience by providing popular games, restaurants, hotel accommodations, entertainment and other amenities in attractive

surroundings with high-quality guest service. We believe that our recent acquisitions have expanded and diversified us from

financial and market exposure perspectives, while continuing to mitigate our susceptibility to regional economic downturns,

idiosyncratic regulatory changes and increases in regional competition.

In 2025, we continued to execute our long-term strategy, focusing on portfolio expansion, interactive and digital growth, capital

structure optimization and operational excellence. Notable efforts included:

•In February 2025, we completed the previously announced merger transactions with Standard General L.P. and its

affiliates (“Standard General”) and The Queen Casino & Entertainment, Inc., and affiliate of Standard General

(“Queen Casino”), adding four regional gaming properties to our Casinos and Resorts portfolio. We believe that these

acquisitions strengthen our presence in core US markets and support our strategy of geographic diversification.

•In October 2025, we completed a landmark multi-stage transaction with Intralot that reshaped our operating footprint

by combining our Bally’s International Interactive business with Intralot’s lottery and gaming operations. We believe

that this strategic combination established a cohesive global footprint that strengthened both our business-to-business

(“B2B”) and business-to-consumer (“B2C”) channels. This integration brought together our advanced digital

technology framework, data systems and interactive expertise with Intralot’s established lottery infrastructure and

global market reach. We own 57.9% in the combined entity, which is listed on the Athens Stock Exchange as BYLOT.

•In April 2025, we committed A$200 million in convertible notes and subordinated debt to acquire an approximately

38% economic interest in The Star Entertainment Group Limited (“The Star”), a leading Australian casino operator

with properties in Sydney, Brisbane and the Gold Coast. This investment expands our international footprint and helps

position us for further long-term global growth.

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•During 2025, Bally’s Chicago, Inc., a consolidated subsidiary of the Company, successfully completed a public

offering and private placements, which offered equity to local and accredited investors in an innovative public-private

structure that enhances our local stakeholder alignment, demonstrating our commitment to communities in the City of

Chicago and other parts of Illinois.

•Construction of our permanent Chicago casino progressed throughout the year, supported by operations at the Bally’s

Chicago Casino temporary facility. We continued to refine customer engagement strategies and integrate data analytics

to optimize performance ahead of the permanent opening.

•In September 2025, we announced plans for the former Tropicana Las Vegas site that include the development of the

future Las Vegas Athletics Major League Baseball stadium and an expansive integrated casino, retail, dining and

entertainment complex.

•In December 2025, we were awarded one of New York State’s three downstate commercial casino licenses for our

Bally’s Bronx project, a transformational $4 billion integrated casino resort project located within Bally’s Golf Links

at Ferry Point in The Bronx, New York. This resort project aims to create sustainable economical advancement and

meaningful engagement and collaboration within the community.

•During 2025, several lottery contracts were awarded to Intralot including contracts for VLTs monitoring system in

Nebraska and in New Zealand and contracts for lottery systems in New Hampshire, Idaho and Arkansas.

Collectively, these initiatives have advanced our transformation into a globally diversified gaming and technology operator with

a strengthened portfolio, expanded global footprint and enhanced platforms across both digital and land-based channels.

2025 Transactions

On February 7, 2025, the Company completed the previously announced transactions under the Agreement and Plan of Merger

(as amended, the “Merger Agreement”) with SG Parent LLC, a Delaware limited liability company (“Parent”), The Queen

Casino & Entertainment, Inc., a Delaware corporation and affiliate of Parent (“Queen”), Epsilon Sub I, Inc., a Delaware

corporation and wholly owned subsidiary of the Company (“Merger Sub I”), Epsilon Sub II, Inc., a Delaware corporation and

wholly owned subsidiary of the Company (“Merger Sub II”, and together with the Company and Merger Sub I, the “Company

Parties”), and, solely for purposes of specified provisions thereof, SG CQ Gaming LLC, a Delaware limited liability company

(“SG Gaming” and together with Parent and Queen, the “Buyer Parties”). Refer to Note 1 “General Information” to our

consolidated financial statements presented in Part II, Item 8 of this Annual Report on Form 10-K for more information on the

Merger Agreement and the mergers.

On October 8, 2025 (the “Intralot Closing Date”), the Company completed the previously announced acquisition under the

transaction agreement (the “Transaction Agreement”) of Intralot, pursuant to which Intralot agreed to acquire Bally’s

International Interactive through a combined cash-and-equity transaction. Pursuant to the Transaction Agreement, (i) Intralot

paid the Company €1.5 million ($1.8 billion) in cash and issued approximately 873.7 million new shares in exchange for all of

the issued and outstanding capital stock of Bally’s Holdings Limited which held Bally’s International Interactive, (ii) the

Company’s ownership of Intralot increased to a controlling 57.9% interest through the issuance of equity to the Company’s

consolidated subsidiary Premier Entertainment Sub, LLC via PE Sub Holdings LLC, an indirect wholly owned subsidiary of the

Company, making the Company the majority shareholder of Intralot (the “Intralot Transaction”).

As a result of obtaining a controlling financial interest in Intralot, the Company retained control of Bally’s International

Interactive, via Bally’s Holdings Limited, throughout the transaction. On the Intralot Closing Date, legal ownership of Bally’s

Holdings Limited transferred from Premier Entertainment Sub to Intralot; however, Bally’s Corporation simultaneously

obtained control of Intralot. Accordingly, Bally’s maintained control of Bally’s International Interactive, and as a result, the

transfer of Bally’s International Interactive was accounted for as an equity transaction with the initial recognition of a 42.1%

non-controlling interest, and no gain or loss was recognized in earnings.

For further information on our recent acquisitions, refer to Notes 1 “General Information” and 7 “Business Combinations” to

our consolidated financial statements presented in Part II, Item 8 of this Annual Report on Form 10-K.

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Our Operating Structure

Our business is organized into four reportable segments: (i) Casinos & Resorts, (ii) Bally's Intralot B2B, (iii) Bally's Intralot

B2C and (iv) North America Interactive.

Casinos & Resorts - includes 19 land-based casino properties, one horse racetrack and one golf course in the US as of

February 28, 2026:

Property Name		Location
Bally’s Atlantic City Casino Resort (“Bally’s Atlantic City”)		Atlantic City, New Jersey
Bally’s Black Hawk(1)(2)		Black Hawk, Colorado
Bally’s Chicago Casino (“Bally’s Chicago”)(3)		Chicago, Illinois
Bally’s Dover Casino Resort (“Bally’s Dover”)(2)		Dover, Delaware
Bally’s Evansville Casino & Hotel (“Bally’s Evansville”)(2)		Evansville, Indiana
Bally’s Kansas City Casino (“Bally’s Kansas City”)(2)		Kansas City, Missouri
Bally’s Lake Tahoe Casino Resort (“Bally’s Lake Tahoe”)		Lake Tahoe, Nevada
Bally’s Quad Cities Casino & Hotel (“Bally’s Quad Cities”)(2)		Rock Island, Illinois
Bally’s Shreveport Casino & Hotel (“Bally’s Shreveport”)(2)		Shreveport, Louisiana
Bally’s Tiverton Casino & Hotel (“Bally’s Tiverton”)(2)		Tiverton, Rhode Island
Bally’s Twin River Lincoln Casino Resort (“Bally’s Twin River”)(2)		Lincoln, Rhode Island
Bally’s Vicksburg Casino (“Bally’s Vicksburg”)		Vicksburg, Mississippi
Hard Rock Hotel & Casino Biloxi (“Hard Rock Biloxi”)(2)		Biloxi, Mississippi
Bally’s Arapahoe Park		Aurora, Colorado
Bally’s Golf Links at Ferry Point (“Bally’s Golf Links”)		Bronx, New York
Casino Queen Marquette(2)		Marquette, Iowa
DraftKings at Casino Queen(2)		East St. Louis, Illinois
Bally's Baton Rouge Casino and Hotel(2)		Baton Rouge, Louisiana
The Queen Baton Rouge(2)		Baton Rouge, Louisiana

__________________________________

(1)Consists of three casino properties: Bally’s Black Hawk North Casino, Bally’s Black Hawk West Casino and Bally’s Black Hawk East Casino.

(2)Properties leased from Gaming & Leisure Properties (“GLPI”). Refer to Note 15 “Leases” presented in Part II, Item 8 of this Annual Report on Form 10-

K for additional information.

(3)Temporary casino facility while permanent casino resort is constructed. Site of future permanent casino resort is leased from GLPI.

Bally's Intralot B2B - includes Intralot’s global lottery operations and the Company’s licensing business.

Bally's Intralot B2C - includes the Company’s interactive European gaming operations, Intralot’s B2C lottery operations, as

well as one casino property, Bally's Newcastle, in the UK.

North America Interactive - includes the North American operations of Bally’s Interactive, primarily a B2C online iGaming and

online sportsbook operator; and consumer facing service and marketing engines.

Refer to Note 20 “Segment Reporting” to our consolidated financial statements presented in Part II, Item 8 of this Annual

Report on Form 10-K for additional information on our segment reporting structure.

Our Brands

Bally’s Brand

Bally’s is an iconic brand with broad recognition in the gaming industry. Our market research indicates that active gamers

demonstrate strong awareness of the Bally’s name, though historically they have had limited engagement with Bally’s‑branded

products and gaming offerings. In recent years, we have undertaken a comprehensive rebranding initiative across our casinos

and resorts portfolio to build upon the deep legacy of the Bally’s brand.

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Our research further indicates that gamers across demographic segments recognize Bally’s and associate the brand with gaming

entertainment, including slot machines, pinball machines, video gaming, and casinos. We continue to execute on our vision of

establishing Bally’s as a premier, fully integrated, omni‑channel gaming destination for both retail and online players. These

insights have informed the development of our Bally Rewards program, which enables customers to earn and redeem rewards

seamlessly across online platforms, our sportsbook, and our casino resorts.

We believe our phased approach to transforming and unifying the Bally’s brand has been thoughtful and deliberate. While

certain properties operate under legacy or third‑party naming rights arrangements, Bally’s remains central to our long‑term

strategic positioning.

In summary, we remain focused on advancing Bally’s as a legendary, integrated brand by leveraging our casinos and resorts

footprint, interactive offerings, media assets, and our comprehensive rewards program to enhance customer engagement and

rival our competition.

Interactive Brands

We operate a suite of award-winning brands and are focused on building a diverse portfolio of distinctive and recognizable

brands that deliver player experiences and gaming content globally. Our brands are generally as follows, which include certain

licensed brands:

•iGaming brands: Bally Bet, Rainbow Riches Casino, Virgin Games, Monopoly Casino;

•Online bingo: Jackpotjoy, Double Bubble Bingo and Botemania;

•Sportsbook: Bally Bet;

•Free-to-Play Games: Bally Play, Bally Sports Live and SportCaller;

•Telescope, a provider of real-time audience engagement solutions for live events, gamified second screen experiences

and interactive livestreams.

Lottery Brands

Our lottery brands include LotosX, which serves as our open and modular software ecosystem enabling operators to deliver

secure, reliable, and flexible gaming services with improved operational efficiency, and PhotonX, which is one of the market’s

highest‑performance retail lottery terminals, providing fast, dependable transaction processing and a seamless experience for

both operators and players.

Our Technology and Product Development

At Bally’s, we have developed an integrated suite of real‑money gaming and lottery technologies that support a diverse

portfolio of localized products. Our platforms combine proprietary innovation with third‑party solutions, enabling flexibility,

scalability, and responsiveness to market needs.

Our technology stack delivers core player account management capabilities, including responsible gaming tools, compliance

infrastructure, and secure, high‑performance digital wallets. Our data and analytics platform supports essential marketing

processes and enables a unified, customer‑focused experience across our casinos and resorts, as well as our online gaming,

sports betting, and lottery businesses.

We remain committed to advancing technology that strengthens our competitive position and enhances the customer

experience. A key objective is the continued integration of products and systems across our portfolio to deliver a seamless,

end‑to‑end experience. We also plan to expand our data analytics capabilities to improve the identification and management of

problem‑gambling indicators while enhancing product personalization and entertainment value.

Our approach is grounded in more than two decades of experience in global lottery and online gaming markets, combined with

Intralot’s extensive lottery heritage, Bally’s iGaming expertise, and longstanding partnerships with leading third‑party sports

and gaming providers. Our technology and product development teams continue to innovate, adapt to emerging trends, and

support expansion into new markets.

A significant milestone in our technology strategy is Vitruvian, our advanced data and marketing platform that leverages

real‑time data, artificial intelligence (“AI”), and machine learning (“ML”). Vitruvian supports predictive analytics, real‑time

responsible gaming monitoring, and highly personalized marketing and content recommendations. Together with our existing

lottery, sports, and gaming platforms, it provides a robust foundation for continued innovation and future market launches.

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In 2025, we continued to strengthen our online gaming and sports betting offerings, including the rollout of a redesigned

proprietary sportsbook interface in North America. Across the Bally’s Intralot B2C segment, we expanded sports offerings

through the Kambi platform, introduced the “Jackpot Blast” jackpot product, and completed deployment of Vitruvian. These

enhancements reinforced our responsible gaming frameworks, improved platform efficiency, and supported more personalized

customer engagement.

Intralot’s lottery portfolio further expands our global technology footprint, providing solutions across 40 markets. These include

proprietary systems for state‑operated traditional lotteries under long‑term contracts, iLottery platforms, advanced VLT

monitoring systems for large‑scale gaming networks, and “Orion,” a retail‑focused sports betting platform designed to leverage

existing retail infrastructure.

Throughout 2026, we expect to advance integration between Bally’s Interactive and Intralot technologies. This work is intended

to strengthen our long‑term technology roadmap, enhance future B2B opportunities, and introduce additional capabilities across

our B2C operations in both existing and emerging markets.

Marketing

Bally’s marketing strategy centers on a well-defined vision: driving sustainable growth, increasing market share, and

strengthening competitive advantage within each region in which we conduct business. To realize these objectives, we utilize a

cohesive, analytics-based strategy that spans six primary marketing channels - Advertising, Direct Marketing, Player

Development, Special Events and Promotions, Entertainment, and our Bally Rewards loyalty program.

This multi‑channel ecosystem enables us to create consistent brand experiences while tailoring our message to the unique

dynamics of each market. Our marketing system is crafted to drive both visitation and revenue with targeted precision,

efficiency and a strategic approach, serving over 12 million Bally Rewards members across North America.

Our transformation is clear and intentional. We are purposefully adopting a growth-oriented strategy, focusing on expanding

our database, enhancing customer loyalty and boosting revenue growth, all while upholding prudent reinvestment. By directing

resources towards high impact, high return initiatives, particularly in regional markets with fierce competition, Bally’s is

dedicated to capturing market share through more effective marketing, deeper customer engagement, and premier analytics.

Our strategy centers on a comprehensive analysis of data, assessing not only efficiency but also effectiveness. Through insights

into customer actions, prevailing market trends, and reinvestment economics, we are able to optimize returns and maintain

long-term growth, even when faced with strong competitive environments.

Advertising

Bally’s takes a distinctly different approach from traditional casino advertising, choosing to emphasize targeted, action-oriented

communications rather than widespread brand awareness campaigns. The Company allocates its advertising budget toward

initiatives that prompt instant customer engagement, such as special events, entertainment options, promotional activities, and

amenity‑based offers.

Years of operating in highly competitive regional markets have shown that targeted advertising outperforms generic messaging,

strengthening both visitation and overall brand value. We leverage a diversified media mix to connect with every customer

segment, ensuring relevance and maximizing conversion.

Direct Marketing

Direct marketing is the foundation of our customer engagement model. It allows us to build personalized, data‑driven

relationships through tailored offers designed to stimulate initial visits, increase frequency, and reactivate inactive or

low‑frequency players.

Our strategy differentiates itself by being more aggressive and more analytical than traditional approaches. We believe our

success across the portfolio has come from optimizing reinvestment without oversaturation and from leveraging a rules‑based

decision engine that incorporates multiple customer‑value and behavioral data points. This strategy is designed to promote

precision, improve ROI, and enhance the customer experience through relevancy and consistency.

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Player Development

Our VIP segment—representing over 60% of rated casino revenue—is the core of Bally’s business. The Player Development

team sits at the heart of our customer‑relationship strategy, building and maintaining high‑value relationships that directly

impact property performance.

This group works with divisional and property‑level leadership to drive:

•Premium player acquisition

•Retention and loyalty

•VIP revenue growth

•Best‑in‑class service delivery

We believe that providing exceptional hospitality, exclusive experiences, tailored offers, and personalized entertainment helps

Bally’s remains a preferred destination for our most valuable customers. Player Development is not just a marketing function—

it is a strategic revenue engine critical to our long‑term growth.

Special Events and Promotions

Programming is one of the most important drivers of visitation in regional gaming markets, and Bally’s leverages its loyalty

program to deliver high‑value, segmented event strategies. We believe gift programs, promotional offers, card‑tier events, and

themed activation calendars reinforce loyalty and accelerate repeat visitation.

Our approach seeks to balance broad‑appeal promotions with elevated, targeted experiences designed to deliver incremental

revenue from core customer segments. This approach aims to strengthen the Bally Rewards program and enhance brand affinity

across the database.

Entertainment

Entertainment plays a vital role in our mission to attract and retain gamers. Through a mix of headline acts and compelling local

entertainment in lounges and bars, Bally’s strives to create a differentiated customer experience that drives both gaming and

non‑gaming revenue.

By integrating entertainment into our marketing strategy, we expand our reach to new audiences, so that we may grow our

loyalty base and reinforce the Bally’s brand as engaging, fun, and experience‑driven.

Bally Rewards Loyalty Program

The Bally Rewards Program is the backbone of our customer ecosystem. Designed to unify the brand across all Casinos &

Resorts properties, the program features five tiers—Pro, Star, Superstar, Legend, and Champion—each offering escalating

benefits.

The future vision includes a true “one card system” allowing customers to seamlessly use their benefits across properties and

online.  Our focus is on expanding benefits beyond the casino floor, giving customers more reasons to stay loyal to the Bally’s

brand.

Interactive Cross Marketing

Our cross‑marketing strategy bridges online and land‑based gaming through coordinated campaigns across direct mail, property

marketing, and VIP channels. We believe these initiatives increase interactive product adoption while driving interactive

customers back into land‑based properties. In jurisdictions where we have both strong retail and interactive business, we believe

we have the opportunity to use our database to cross sell customers and unlock value in the database.  This is a growing area of

opportunity, and we look to deploy in more markets as our interactive business grows.

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Competition

The gaming industry is one of the most competitive in the entertainment landscape, spanning land‑based casinos, Native

American properties, online gaming, sports betting, Video Lottery Terminals (“VLTs”), sweepstakes, fantasy sports, and

countless non‑gaming leisure alternatives. Competitive pressure is significant in every jurisdiction where we operate—

especially from low‑tax competitors such as certain Native American casinos.

As legalized gaming continues to expand across the US and internationally, Bally’s must maintain a disciplined, data‑driven

marketing strategy to protect market share, grow in key regional markets, and continue positioning the brand for long‑term

success.

Seasonality

Seasonal patterns, including weather, tourism cycles, and transportation conditions, affect performance across several Bally’s

properties. Regional casinos often peak in the spring; destination properties in the summer. Sports betting follows major sports

seasons. Because these fluctuations can materially impact performance, Bally’s proactively aligns programming, reinvestment,

and marketing calendars to maximize results during peak demand and offset seasonal declines.

Human Capital Resources

Engaging and Investing in the Community

The Company believes that in order to flourish in a competitive environment and global economy, all ideas must be on the

table, and an environment that welcomes and encourages diverse perspectives leads to success in business. A driving factor of

our success is ensuring that our team members are player-centric and proactive in finding ways to entertain and deliver custom

experiences for our broad and diverse global players and guests.

We believe that by providing our employees with competitive pay and benefits, as well as opportunities for professional

development, we can achieve our goals of attracting and retaining a creative and engaged workforce reflective of our players,

guests and customers. Our professional development efforts include robust training programs, at no cost to the employee,

scholarships, and tuition reimbursement opportunities. In addition, we maintain a Management Development Program which is

designed to allow us to identify and promote high performing talent within our workforce. We also engage with our employees

through a number of health and wellness programs which include an annual wellness fair, annual flu shots, weight loss

programs, quarterly fitness challenges, employee assistance program, student loan assistance, and weekly wellness

communications providing helpful information on health initiatives.

We also believe in the importance of giving back to our communities and have several community impact initiatives, including

fundraising events to support local organizations and community service events. We encourage our employees to participate in

these events and recognize their efforts and contributions in their respective communities.

Labor Relations

As of December 31, 2025, we had approximately 11,700 employees. A large number of our employees at our Casinos &

Resorts properties within several US states are represented by a labor union and are subject to collective bargaining agreements

with us. As of December 31, 2025, we had 36 collective bargaining agreements covering 3,679 employees. Our collective

bargaining agreements generally have three-or-five-year terms.

Environmental, Social and Corporate Governance

Bally’s is committed to engaging and investing in the communities in which we operate and promoting a diverse and inclusive

workplace for our valued team members. We strive to make a positive impact and embrace our commitment to responsible

gaming and business practices.

Across all jurisdictions where we are located, we are dedicated to building stronger communities by becoming an integral part

of the local community by hosting fundraisers, building relationships, growing tourism, and supporting local non-profits. The

Company made a landmark $5 million commitment over five years to the Community College of Rhode Island Foundation as

part of a strategic workforce and economic development partnership in the State of Rhode Island. This investment has led to the

development and launch of a comprehensive Table Games Dealer Training Academy at the college campus near one of our

largest casinos. The program's inaugural class achieved a 100% graduation rate, with all graduates receiving job offers from

Bally’s, the majority of which remain active team members today.

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In addition, we are committed to ensuring responsible play and guest safety. All our employees participate in training to better

equip them to identify and mitigate problem play. The Company is a member of the U.S. Responsible Online Gaming

Association and the corporate Leadership Circle for the National Council on Problem Gambling, adopted American Gaming

Association’s Responsible Marketing Code of Conduct and supported its annual “Have a Game Plan” Campaign, and received

RG Check responsible gaming accreditation for online operations BallyCasino.com and VirginCasino.com (since rebranded to

MONOPOLYCasinoUS.com). We are also committed to supporting responsible gaming research and donated over $1 million

to the International Center of Responsible Gaming for expanded research for underage play prevention and the usage of

responsible gaming tools since 2022.

Governmental Gaming Regulation

General

The casino, iGaming and lottery industries are highly regulated, and we must maintain licenses and pay gaming taxes in each

jurisdiction in which we operate. Our casino and iGaming businesses, as well as our lottery contracts which are typically B2B

in nature, serving government run and state regulated lottery organizations, are subject to extensive regulation under the laws,

rules and regulations of the jurisdiction in which we operate. These laws, rules and regulations generally concern the

responsibility, financial stability, integrity and character of the owners, managers, officers and certain employees of our gaming

operations. Probity checks are conducted by regulatory authorities to establish that such persons are fit and proper. Violations

of laws or regulations in one jurisdiction could result in disciplinary action in that and other jurisdictions. 

Some jurisdictions, including those in which we are licensed, empower their regulators to investigate participation by licensees

in gaming outside their jurisdiction and require access to periodic reports reflecting those gaming activities.

Pursuant to the gaming laws in the jurisdictions where we have operations, and under our organizational documents, certain of

our securities are subject to restrictions on ownership which may be imposed by specified governmental authorities. These

restrictions may require a holder of our securities to dispose of the securities, or, if the holder refuses or is unable to dispose of

the securities, we may be required to repurchase the securities.

For a more detailed description of regulations to which we are subject, see Exhibit 99.1, to this Annual Report on Form 10-K,

which is incorporated herein by reference.

Our Regulatory Agreement

We are party to an Amended and Restated Regulatory Agreement (the “Regulatory Agreement”), with the Rhode Island

Department of Business Regulation (“DBR”) and the State Lottery Division of the Rhode Island Department of Revenue

(“DoL”). The Regulatory Agreement contains financial and other covenants that, among other things, (i) restrict the acquisition

of stock and other financial interests in us, (ii) relate to the licensing and composition of members of our management and

Board of Directors (the “Board”), (iii) prohibit certain competitive activities and related-party transactions and (iv) restrict our

ability to declare or make restricted payments (including dividends), incur additional indebtedness or take certain other actions,

if our leverage ratio exceeds 5.50 to 1.00 (in general being gross debt divided by Adjusted EBITDA, each as defined in the

Regulatory Agreement).

The Regulatory Agreement also provides affirmative obligations, including setting a minimum number of employees that we

must employ in Rhode Island and providing the DBR and DoL with periodic information updates about us. Among other

things, the Regulatory Agreement prohibits us and our subsidiaries from owning, operating, managing or providing gaming

specific goods and services to any properties in Rhode Island (other than Bally’s Twin River and Bally’s Tiverton),

Massachusetts, Connecticut or New Hampshire. A failure to comply with the Regulatory Agreement could subject us to

injunctive and monetary relief, and ultimately the revocation or suspension of our licenses to operate in Rhode Island.

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The DoL also has regulatory authority over Bally’s under our VLT master contracts with the DoL. Our master contracts with

Rhode Island extended through June 30, 2043, and allow for consolidation of promotional points between Bally’s Twin River

and Bally’s Tiverton, obligate Bally’s Twin River to build a 50,000 square foot expansion, obligate Bally’s to lease at least

20,000 square feet of commercial space in Providence, and commit us to invest $100 million in Rhode Island over the term,

including an expansion and the addition of new amenities at Bally’s Twin River. As a licensed Technology Provider since July

1, 2021, Bally’s Twin River is entitled to an additional share of net terminal income on VLTs which they owned or leased. June

2021 legislation in Rhode Island also authorized a joint venture between Bally’s and IGT Global Solutions Corporation (“IGT”)

to become a licensed technology provider and supply the State of Rhode Island with all VLTs at both Bally’s Twin River and

Bally’s Tiverton for a 20.5-year period starting January 1, 2023. The joint venture was organized as the Rhode Island VLT

Company, LLC, with IGT owning 60% of the membership interests and Bally’s or its affiliates owning 40% of the membership

interests (“RI Joint Venture”). On December 30, 2022, Bally’s Twin River and Bally’s Tiverton purchased additional machines

directly from IGT to effectively own 40% of the machines. On January 1, 2023, Bally’s Twin River and Bally’s Tiverton

contributed all of their machines to the RI Joint Venture in return for an aggregate 40% membership interest, and IGT

contributed all of their machines at Bally’s Twin River and Bally’s Tiverton to the RI Joint Venture in return for a 60%

membership interest.

Other Laws and Regulations

Our businesses are subject to various laws and regulations in addition to gaming regulations. These laws and regulations

include restrictions and conditions concerning alcoholic beverages, food service, smoking, environmental matters, employees

and employment practices, currency transactions, taxation, zoning and building codes, marketing and advertising and data

privacy. Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations

could be enacted. Material changes to any of the laws, rules, regulations. or ordinances to which we are subject, new laws or

regulations or material differences in interpretations by courts or governmental authorities could adversely affect our operating

results.

The sale of alcoholic beverages is subject to licensing, control, and regulation by applicable local regulatory agencies. All

licenses are revocable and are not transferable. The agencies involved have full power to limit, condition, suspend or revoke

any license, and any disciplinary action could, and revocation would, have a material adverse effect upon our operations.

Intellectual Property

We develop intellectual property to differentiate our retail casinos, interactive and lottery products from our competitors. Our

brands and technology constitute key business assets. In order to protect our brands, technology and other creative output, we

rely on a combination of trademarks, copyright, patents, trade secrets and contract law to establish and protect our proprietary

rights.

Our core brand in the United States is Bally’s and Bally. We use “Bally’s” in connection with a majority of our land-based

properties. We use variations of “Bally” in connection with our interactive products, including Bally Bet, Bally Sports Live and

Bally Play. The Bally’s and Bally brands are protected by approximately 200 trademark registrations and applications in the US

and foreign jurisdictions. In line with our multi-brand strategy, we register trademarks for brands either directly exploited by us

in the provision of gaming services or for the purpose of licensing to third parties. Following the sale of the Carved-Out

Business in the fourth quarter of 2024, our in-house brands in foreign jurisdictions include Jackpotjoy, Botemania, Vera & John

(in Sweden only) and Bally Bet Sports & Casino. We also operate interactive sites under brand license agreements with third

parties, including the Virgin Games, Rainbow Riches Casino, Double Bubble Bingo and Monopoly Casino brands. In addition,

we hold an exclusive trademark license for Hard Rock in relation to our Hard Rock Biloxi casino. The Hard Rock license

expires in 2027 with an option to renew for two successive ten-year terms.

We create original software code and designs for our interactive gaming, lottery and betting services. Our software code is

primarily protected by copyright and, to a lesser extent, patents. Although our business is not dependent on any one of our

patents or combination of our patents, we file patent applications where we believe it is appropriate to do so. Our Bally’s

Intralot research and development efforts have resulted in 166 granted patents and two additional active patent applications

pending in various stages. We also license patented technology where required for the operation of our business. We protect our

trade secrets and confidential information by nondisclosure agreements and confidentiality clauses.

While we take action to protect our intellectual property rights, there is always a risk that (i) our proprietary rights become

invalidated or unenforceable, (ii) we are unsuccessful in obtaining trademark or patent registrations, (iii) a brand license

agreement is terminated, and (iv) we are unsuccessful in our enforcement efforts and therefore unable to prevent what we

consider to be misuse of our intellectual property assets. The laws of some foreign countries do not protect intellectual property

rights to the same extent as the laws of the United States. Further, third parties may independently develop similar brands and

technologies which would negatively impact the value of our intellectual property.

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Corporate Information

We were incorporated in Delaware on March 1, 2004. Our principal executive offices are located at 100 Westminster Street,

Providence, Rhode Island 02903, and our telephone number is (401) 475-8474. Our website address is www.Ballys.com. The

information that is contained in, or that is accessible through, our website is not part of this filing.

Available Information

We are required to file annual, quarterly and current reports, proxy statements and other information with the Securities and

Exchange Commission (the “SEC”). These filings are available on the SEC’s website at www.sec.gov. We also make our

Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and all amendments to

these reports available free of charge through our corporate website as soon as reasonably practicable after such reports are filed

with, or furnished to, the SEC. In addition, our Code of Business Conduct, Corporate Governance Guidelines and charters of

the Audit Committee, the Compensation Committee and the Nominating and Governance Committee are available on our

website, www.Ballys.com. The information that is contained in, or that is accessed through, our website is not part of this filing.

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ITEM 1A.RISK FACTORS

In addition to the other information contained in this Annual Report on Form 10-K, the following risk factors should be

considered carefully in evaluating our business. If any of the following risks actually occur, our business, financial condition

and results of operations could be adversely affected. If this were to happen, the value of our securities, including our common

stock, could decline significantly, and investors could lose all or part of their investment.

Risk Factor Summary

Our business is subject to a number of risks and uncertainties, including those highlighted in this item in this Annual Report on

Form 10-K. Some of these principal risks include the following:

General Economic Conditions

•Our business is particularly sensitive to reductions in discretionary consumer spending.

Competition

•The gaming industry, including retail casinos and iGaming, is very competitive and increased competition, including

through legislative legalization or expansion of gaming by states in or near where we own facilities or through Native

American gaming facilities, could adversely affect our financial results.

•Portions of our operations are dependent on government contracts, which are generally awarded following lengthy and

competitive government bidding processes and include performance guarantees.

Compliance, Regulatory and Legal Risks

•We are subject to extensive laws, regulation and licensing, and gaming authorities have significant control over our

operations, which could have an adverse effect on our business.

•Failure to comply with the terms of the Regulatory Agreement could result in a breach and could harm our business.

•We are subject to extensive environmental regulation, which creates uncertainty regarding future environmental

expenditures and liabilities.

•We or certain third parties that we rely on may fail to establish and maintain effective and compliant anti‑money

laundering, counter terrorism financing, safer gambling, fraud detection, risk management and other regulatory

policies, procedures and controls.

•Our business is subject to a variety of US and foreign laws, many of which are unsettled and still developing, and

which could subject us to claims or otherwise harm our business across jurisdictions which could have a material

adverse effect on our financial condition and results of operations.

•Our growth prospects depend on the legal status of real money gaming in various jurisdictions and legalization may

not occur in as many jurisdictions as we expect or may occur at a slower pace than we anticipate which could

adversely affect our future results of operations.

Business Operational Risks

•We are reliant on effective payment processing services from a limited number of providers in each of the markets in

which we operate.

•Our profitability will be dependent, in part, on return to players.

•We extend credit to a portion of our customers, and we may not be able to collect gaming receivables from our credit

customers.

•Declining popularity of games and changes in device preferences of players could have a negative effect on our

business.

•The casino, hotel and hospitality industry is capital intensive and we may not be able to finance development,

expansion and renovation projects, which could put us at a competitive disadvantage.

•We are subject to various construction and development risks in connection with our current and future construction

projects.

•We may invest in or acquire other businesses, and our business may suffer if we are unable to successfully integrate

acquired businesses into our company or otherwise manage the growth associated with multiple acquisitions.

•We face risks associated with growth and acquisitions.

•Negative perceptions and publicity surrounding the lottery industry could lead to increased regulation.

•Our management identified material weaknesses in our internal control over financial reporting which could, if not

remediated, result in material misstatements in our consolidated financial statements.

•We may be unable to protect our intellectual property rights.

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•Our results of operations and financial condition could be adversely affected by the occurrence of natural disasters,

such as hurricanes, or other catastrophic events, including war, terrorism and public health crises such as the

COVID-19 pandemic.

Cybersecurity, Data Privacy and Technology Risks

•We rely on information technology, Internet infrastructure and other systems and platforms, and any failures, errors,

defects or disruptions in our systems or platforms could diminish our brand and reputation, subject us to liability,

disrupt our business, affect our ability to scale our technical infrastructure and adversely affect our operating results

and growth prospects.

•Our business may be harmed by cybersecurity and data privacy incidents.

•We may use AI in our business, and challenges with properly managing its use could result in reputational harm,

competitive harm and legal liability, and could have adverse effects on our business, operating results, and financial

condition.

Financing Risks

•Our debt agreements, the Regulatory Agreement and other future indebtedness contain or may contain restrictive

covenants that may limit our operating flexibility.

•Servicing our indebtedness and funding our other obligations requires a significant amount of cash, and our ability to

generate sufficient cash depends on many factors, some of which will be beyond our control.

Risks Related to our Common Stock

•The market price of our common stock could fluctuate significantly.

•Our largest shareholder owns a majority of our outstanding common stock, which could limit the ability of other

shareholders to influence corporate matters.

•We are a “controlled company” within the meaning of the corporate governance standards of NYSE. As a result, we

qualify for exemptions from certain corporate governance standards and our shareholders do not have the same

protections afforded to shareholders of companies that are subject to such requirements.

•We are not paying dividends and any decision to do so in the future will be at the discretion of our Board.

General Economic Conditions

Our business is particularly sensitive to periodic reductions in discretionary consumer spending.

Our business is particularly sensitive to periodic reductions in discretionary consumer spending. Demand for entertainment and

leisure activities, including gaming, can be affected by changes in the economy and consumer tastes, both of which are difficult

to predict and beyond our control. Unfavorable changes in general economic conditions, including recessions, economic

slowdowns, sustained high levels of unemployment and rising prices or the perception by consumers of weak or weakening

economic conditions, may reduce our users’ disposable income or result in fewer individuals engaging in entertainment and

leisure activities, such as visiting casinos and casino hotel properties, free-to-play games, sports betting, iCasino and online

bingo. A period of sustained inflation, particularly in the US, European Union (“EU”) and UK, could materially impact our

business. The effects of inflation on discretionary consumer spending could result in the reduction of the demand for

entertainment and leisure activities. Moreover, we rely on the strength of regional and local economies in the US for the

performance of each of our properties. As a result, we cannot ensure that demand for our offerings will remain constant.

Adverse developments affecting economies throughout the world including a general tightening of the availability of credit,

increasing energy costs, rising prices, inflation, acts of war or terrorism, natural disasters, declining consumer confidence,

significant declines in the stock market or epidemics, pandemics or other health-related events or widespread illnesses, like the

COVID-19 pandemic, could lead to a reduction in visitors to our properties, including those that stay in our hotels, or

discretionary spending by our customers on entertainment and leisure activities, which could adversely affect our business,

financial condition and results of operations.

Competition

The gaming industry, including retail casinos and iGaming, is very competitive and increased competition, including

through legislative legalization or expansion of gaming by states in or near where we own facilities or through Native

American gaming facilities, could adversely affect our financial results.

We face significant competition in all areas in which we conduct our business. Increased competitive pressures may adversely

affect our ability to continue to attract customers or affect our ability to compete efficiently.

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Several of our casinos and resorts are in jurisdictions that restrict gaming to certain areas and/or may be affected by state laws

that currently prohibit or restrict gaming operations. We also face the risk that existing casino licensees will expand their

operations and the risk that Native American gaming will continue to grow. Budgetary and other political pressures faced by

state governments could lead to intensified efforts directed at the legalization of gaming in jurisdictions where it is currently

prohibited. The legalization of gaming in such jurisdictions could be an expansion opportunity for our business, or create

competitive pressures, depending on where the legalization occurs and our ability to capitalize on it. Our ability to attract

customers to the existing casinos which we own could be significantly and adversely affected by the legalization or expansion

of gaming in certain jurisdictions and by the development or expansion of Native American casinos in areas where our

customers may visit.

In addition, our competitors may refurbish, rebrand, or expand their casino offerings, which could result in increased

competition. Furthermore, changes in ownership may result in improved quality of our competitors’ facilities, which may make

such facilities more competitive. Certain of our competitors are large gaming companies with greater name recognition,

marketing efforts and financial resources. In some instances, particularly in the case of Native American casinos, our

competitors pay lower taxes or no taxes. These factors create additional challenges for us in competing for customers and

accessing cash flow or financing to fund improvements for our casino and entertainment products that enable us to remain

competitive.

We also compete with other forms of legalized gaming and entertainment such as bingo, pull-tab games, card parlors,

sportsbooks, pari-mutuel or simulcast betting on horse and dog racing, state-sponsored lotteries, instant racing machines, VLTs

(including racetracks that offer VLTs) and video poker terminals and, in the future, we may compete with gaming or

entertainment at other venues. Further competition from online lotteries and other online wagering gaming services, which

allow their customers to wager on a wide variety of sporting events and play Las Vegas-style casino games from home, could

divert customers from the facilities we own and thus adversely affect our business. Such online wagering services are likely to

expand in future years and become more accessible to domestic gamblers as a result of US Department of Justice positions

related to the application of federal laws to intrastate online gaming and initiatives in some states to consider legislation to

legalize intrastate online wagering. The law in this area has been rapidly evolving, and additional legislative developments may

occur at the federal and state levels that would accelerate the proliferation of certain forms of online gaming in the US.

We may also face competition from other gaming facilities which are able to offer sports wagering services (including mobile

sports wagering) following the enactment of applicable legislation. Numerous states that border the states in which we operate

have pending or proposed legislation which would allow for sports betting, each of which could have an adverse effect on our

financial results.

The online gambling industry is highly competitive and we expect more competitors to enter the sector. With several thousand

online gambling sites accessible to potential customers around the world with little product differentiation, there is arguably an

excess of suppliers. Online and offline advertising is widespread, with operators competing for affiliates and customers who are

attracted by sign-up bonuses and other incentives.

Existing and new competitors may also increase marketing spending, including to unprofitable levels, in an attempt to distort

the online gambling market to build market share quickly. Some of our competitors have or will have significantly greater

financial, technical, marketing and sales resources and may be able to respond more quickly to changes in customer needs.

Additionally, these competitors may be able to devote a greater number of resources to the enhancement, promotion and sale of

their games and gaming systems. Our future success is or will be dependent upon our ability to retain our current customers and

to acquire new customers. Failure to do so could result in a material adverse effect on our business, financial condition and

results of operations.

Portions of our operations are dependent on government contracts, which are generally awarded following lengthy and

competitive government bidding processes and include performance guarantees.

We routinely engage in lengthy and highly competitive government bidding processes, which have resulted in contracts with

government entities across various jurisdictions. Our contracts contain terms and conditions and performance guarantees that

we must comply with throughout their term. Any delays in project execution could expose us to the risk of financial liabilities,

including the payment of damages and/or increased insurance premiums associated with the performance guarantees, which

could materially adversely affect our business.

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Compliance, Regulatory and Legal Risks

We are subject to extensive laws, regulation and licensing, and gaming authorities have significant control over our

operations, which could have an adverse effect on our business.

Our ownership and operation of casino gaming, horse racing facilities, sports betting, VLTs and online offerings are subject to

extensive regulation, and regulatory authorities have broad powers with respect to the licensing of these businesses, and may

revoke, suspend, condition, fail to renew or limit our gaming or other licenses, impose substantial fines and take other actions,

each of which poses a significant risk to our business, results of operations and financial condition. We currently hold all

licenses and related approvals necessary to conduct our present operations but must periodically apply to renew many of these

licenses and registrations and have the suitability of certain of our directors, officers and employees renewed. There can be no

assurance that we will be able to obtain such renewals or that we will be able to obtain future approvals that would allow us to

expand our gaming operations. Any failure to maintain or renew existing licenses, registrations, permits or approvals would

have a material adverse effect on us. As we expand our gaming operations in our existing jurisdictions or to new areas, we may

have to meet additional suitability requirements and obtain additional licenses, registrations, permits and approvals from

gaming authorities in these jurisdictions. The approval process can be time-consuming and costly and we cannot be sure that we

will be successful. In addition, the loss of a license in one jurisdiction could trigger the loss of a license or affect our eligibility

for a license in another jurisdiction. Furthermore, if additional gaming laws or regulations are adopted in jurisdictions where we

operate, these regulations could impose additional restrictions or costs that could have a significant adverse effect on us.

Gaming authorities can generally require that any beneficial owner of our securities file an application for a finding of

suitability. If a gaming authority requires a record or beneficial owner of our securities to file a suitability application, the

owner must generally apply for a finding of suitability within 30 days or at an earlier time prescribed by the gaming authority.

The gaming authority has the power to investigate such an owner’s suitability and the owner must pay all costs of the

investigation. If the owner is found unsuitable, then the owner may be required by law to dispose of our securities.

Our officers, directors and key employees are also subject to a variety of regulatory requirements and various licensing and

related approval procedures in the various jurisdictions in which we operate. If any applicable gaming authority were to find

any of our officers, directors or key employees unsuitable for licensing or unsuitable to continue having a relationship with us,

we would have to sever all relationships with that person. Furthermore, the applicable gaming authority may require us to

terminate the employment of any person who refuses to file appropriate applications. Either result could adversely affect our

gaming operations.

Applicable gaming laws and regulations may restrict our ability to issue certain securities, incur debt and undertake other

financing activities. Such transactions would generally require notice and/or approval of applicable gaming authorities, and our

financing counterparties, including lenders, might be subject to various licensing and related approval procedures in the various

jurisdictions in which we conduct gaming operations. Applicable gaming laws further limit our ability to engage in certain

competitive activities and impose requirements relating to the composition of our Board and senior management personnel. If

gaming regulatory authorities were to find any person unsuitable with regard to their relationship to us or any of our

subsidiaries, we would be required to sever our relationship with that person, which could materially adversely affect our

business.

We are subject to numerous laws that may expose us to liabilities or have a significant adverse impact on our operations.

Changes to any such laws could have a material adverse effect on our operations and financial condition.

Our business is subject to a variety of laws, rules, regulations, and ordinances. These laws and regulations include, but are not

limited to, restrictions and conditions concerning alcoholic beverages, environmental matters, employees, currency transactions,

taxation, anti-money laundering measures, vulnerable customer protections, data privacy, zoning and building codes and

marketing and advertising and game design. Such laws and regulations could change or could be interpreted differently in the

future, or new laws and regulations could be enacted. Material changes to any of the laws, rules, regulations or ordinances to

which we are subject, new laws or regulations or material differences in interpretations by courts or governmental authorities

could have an adverse effect on our business, financial condition and results of operations.

Many of our employees, especially those that interact with our customers, receive a base salary or wage that is established by

applicable laws that establish a minimum hourly wage that is, in turn, supplemented through tips and gratuities from customers.

From time to time, lawmakers have increased the minimum wage. It is difficult to predict when such increases may take place.

Any such change to the minimum wage could have a material adverse effect on our business, financial condition and results of

operations.

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The sale of alcoholic beverages is a highly regulated and taxed business. In the US, federal, state and local laws and regulations

govern the production and distribution of alcoholic beverages, including permitting, licensing, trade practices, labeling,

advertising, marketing, distributor relationships and related matters. Federal, state and local governmental entities also levy

various taxes, license fees and other similar charges and may require bonds to ensure compliance with applicable laws and

regulations. Failure to comply with applicable federal, state or local laws and regulations could result in higher taxes, penalties,

fees and suspension or revocation of permits, licenses or approvals and could have a material adverse effect on our business,

financial condition and results of operations. From time to time, local and state lawmakers, as well as special interest groups,

have proposed legislation that would increase the federal and/or state excise tax on alcoholic beverages or certain types of

alcoholic beverages. If federal or state excise taxes are increased, we may have to raise prices to maintain our current profit

margins. Higher taxes may reduce overall demand for alcoholic beverages, thus negatively impacting sales of our alcoholic

beverages at our properties. Further federal or state regulation may be forthcoming that could further restrict the distribution and

sale of alcohol products. Any material increases in taxes or fees or the adoption of additional taxes, fees or regulations could

have a material adverse effect on our business, financial condition and results of operations.

Legislation in various forms to ban or substantially curtail indoor tobacco smoking in public places have been enacted or

introduced in many jurisdictions, including some of the jurisdictions in which we operate. We believe these smoking

restrictions can significantly impact business volumes. If additional smoking restrictions are enacted within jurisdictions where

we operate or seek to do business, our financial condition, results of operations and cash flows could be adversely affected.

In addition, each restaurant we operate must obtain a food service license from local authorities. Failure to comply with such

regulations could cause our licenses to be revoked or our related restaurant business or businesses to be forced to cease

operations. Moreover, state liquor laws may prevent the expansion of restaurant operations into certain markets.

Failure to comply with the terms of the Regulatory Agreement could result in a breach and could harm our business.

We are currently a party to the Regulatory Agreement with Rhode Island regulatory agencies. The Regulatory Agreement

imposes certain affirmative and negative covenants on us. For more detail on the Regulatory Agreement see the section entitled

“Governmental Gaming Regulation” in “Item I. Business” of this Annual Report on Form 10-K. A failure to comply with the

provisions in the Regulatory Agreement could subject us to injunctive or monetary relief, payments to the Rhode Island

regulatory agencies and ultimately the revocation or suspension of our licenses to operate in Rhode Island. Any such remedy

could adversely affect our business, financial condition and results of operations. Among other things, the Regulatory

Agreement prohibits us and our subsidiaries from owning, operating, managing or providing gaming specific goods and

services to any gaming facilities in Rhode Island (other than Bally’s Twin River and Bally’s Tiverton), Massachusetts,

Connecticut or New Hampshire, which may adversely affect our growth and market opportunity in those states.

We are subject to extensive environmental regulation, which creates uncertainty regarding future environmental

expenditures and liabilities.

We are subject to various environmental laws and regulations that govern activities that may have adverse environmental

effects, such as discharges to air and water, as well as the management and disposal of solid, animal and hazardous wastes and

exposure to hazardous materials. These laws and regulations, which are complex and subject to change, include US

Environmental Protection Agency regulations. In addition, our horse racing facility in Colorado is subject to state laws and

regulations that address the impacts of manure and wastewater generated by concentrated animal feeding operations (“CAFO”)

on water quality, including storm water discharges. CAFO regulations include permit requirements and water quality discharge

standards. Enforcement of CAFO regulations has been receiving increased governmental attention. Compliance with these and

other environmental laws can, in some circumstances, require significant capital expenditures. For example, we may incur

future costs under existing and new laws and regulations pertaining to storm water and wastewater management at our

racetracks. Moreover, violations can result in significant penalties and, in some instances, interruption or cessation of

operations.

We are also subject to laws and regulations that create liability and cleanup responsibility for releases of regulated materials

into the environment. Certain of these laws and regulations impose strict, and under certain circumstances joint and several,

liability on the current or previous owner or operator of property for the costs of remediating regulated materials on or

emanating from our property. The costs of investigation, remediation or removal of those substances may be substantial. The

presence of, or failure to remediate properly, such materials may adversely affect the ability to sell or rent such property or to

borrow funds using such property as collateral. Additionally, as an owner or manager of real property, we could be subject to

claims by third parties based on damages and costs resulting from environmental contamination at or emanating from third-

party sites. These laws typically impose clean-up responsibility and liability without regard to whether the owner or manager

knew of or caused the presence of the contaminants and the liability under those laws has been interpreted to be joint and

several unless the harm is divisible and there is a reasonable basis for allocation of the responsibility. In addition, environmental

requirements address the impacts of development on wetlands.

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The possibility exists that contamination, as yet unknown, may exist on our properties. There can be no assurance that we will

not incur expenditures for environmental investigations or remediation in the future.

We are or may become involved in legal proceedings that, if adversely adjudicated or settled, could impact our business and

financial condition.

From time to time, we are named in lawsuits or other legal proceedings relating to our businesses. In particular, the nature of

our business subjects us to the risk of lawsuits filed by customers, past and present employees, shareholders, competitors,

business partners and others in the ordinary course of business. As with all legal proceedings, no assurances can be given as to

the outcome of these matters. Moreover, legal proceedings can be expensive and time consuming, and we may not be successful

in defending or prosecuting these lawsuits, which could result in settlements or damages that could adversely affect our

business, financial condition and results of operations.

We or certain third parties that we rely on may fail to establish and maintain effective and compliant anti-money laundering

(“AML”), counter terrorism financing, safer gambling, fraud detection, risk management and other regulatory policies,

procedures and controls.

We operate under extremely stringent regulatory requirements in relation to our land-based casinos and online operations,

particularly so in both the United States and the United Kingdom. Regulatory authorities including US agencies and the Great

Britain Gambling Commission (“GBGC”) have increased scrutiny, with the GBGC’s 2025 enforcement priorities shaped by the

2023 White Paper and driven by automation, real‑time monitoring, and specific customer thresholds. We handle significant

amounts of cash in our land-based operations and see a high volume of digital money transactions in our online operations and

are subject to various reporting and AML laws and regulations. Recently, US governmental authorities and the GBGC, have

evidenced an increased focus on compliance with AML laws and regulations in the gaming industry, with the GBGC having

completed a series of high-profile enforcement action against both online operators and land-based casinos for AML failures. In

the UK, safer gambling obligations require operators to identify and act upon indicators of harm in a timely manner, proactively

monitor at risk customers, and adhere to new technical standards. Any violation of AML laws or regulations or of safer

gambling requirements could have a material adverse effect on our business, financial condition and results of operations.

Internal control policies and procedures and employee training and compliance programs that we have implemented to deter

prohibited practices may not be effective in prohibiting our customers, employees, contractors or agents from violating or

circumventing our policies and the law. If we or our employees or agents fail to comply with applicable laws or our policies

governing our operations, we may face investigations, prosecutions and other legal proceedings and actions which could result

in fines, license restrictions, civil penalties, administrative remedies and criminal sanctions. Any such government

investigations, prosecutions or other legal proceedings or actions could have a material adverse effect on our business, financial

condition and results of operations.

The regulatory framework which governs our business, and its interpretation, may be subject to change which we may fail to

anticipate and/or respond to.

Online and land-based gambling operators licensed in the UK and other jurisdictions are obliged to establish and maintain

compliant AML, anti-terrorism, safer gambling, fraud detection, risk management and other regulatory policies, procedures and

controls to mitigate and effectively manage these risks. In the event that they fail to do so, they may be subject to enforcement

action by gambling regulators or other governmental agencies or private action by affected third parties. In the event of a

breach, a range of sanctions may be imposed, including financial penalties or regulatory settlements, public warnings, the

imposition of special operating conditions or license conditions and the suspension or revocation of gambling licenses.

In addition, there is a risk that increased AML regulatory and safer gambling measures in the UK will prove to be challenging

for us. Financial vulnerability checks have been introduced by the GBGC on customers with £150 net deposits over 30 rolling

days based on publicly available data regarding customers. Further financial risk assessments are being considered by the

GBGC to assess the risk of harm of gambling in the context of high-spending remote gambling customers. If we are required to

conduct further financial risk checks on our highest value customers based on non-public information, some may be unwilling

to provide the additional information and/or documentation to ascertain their sources of wealth, the affordability of their leisure

spending with us or their risk of gambling related harm or vulnerability, and to continue to verify such information.

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We hold licenses issued by the GBGC. The holders of such licenses are bound to meet stringent compliance requirements

relating to matters such as AML, safer gambling, data protection, advertising and consumer rights issues. Compliance with such

requirements is incorporated into the relevant licenses as a licensing condition (or similar) with a corresponding requirement for

us to comply with various requirements. In September 2022, the GBGC began the implementation of updated social

responsibility licensing conditions. All licensees must now have in place effective systems and processes to monitor customer

activity to identify harm or potential harm associated with gambling, from the point when an account is opened. The indicators

licensees must use to identify harm or potential harm associated with gambling include customer spend, patterns of spend, time

spent gambling, gambling behavior indicators, customer-led contact, use of gambling management tools and account indicators.

These requirements may significantly impact our business if we are unable to establish the affordability of customers on the

basis of available evidence and/or because customers are unwilling to provide the information requested.

The failure by any third-party providers or any relevant entity within the Company to establish and maintain effective and

compliant AML, counter terrorism, anti-bribery, fraud detection, regulatory compliance and risk management processes may

have a material adverse effect on our business, financial condition and results of operations.

In carrying out its functions, the GBGC is under a statutory duty to ensure that license holders are operating their businesses in

ways that are reasonably consistent with the licensing objectives set out in the Gambling Act 2005 (currently the primary

legislation governing the licensing and regulation of gambling in Great Britain) (the “Gambling Act”), which are: (1)

preventing gambling from being a source of (or associated with) crime or disorder, or being used to support crime; (2) ensuring

that gambling is conducted in a fair and open way; and (3) protecting children and other vulnerable people from being harmed

or exploited by gambling.

While the objectives of regulation may remain largely stable, the methods that operators are required to employ to meet those

objectives, and the interpretation of those objections by the regulator, are in a state of constant evolution and development. We

must respond adequately to the challenges this presents. If we are found to be in breach of our obligation to comply with such

licensing requirements, then the GBGC may impose a financial penalty on us or impose other sanctions, including removing or

imposing conditions on the relevant gambling licenses. Such action could have a material adverse effect on our financial

performance.

New legislation governing the online gaming industry may be introduced in the UK which limits or restricts our operating

model in that market.

In December 2020, the UK government commenced a review of the Gambling Act. As a result of this review, in April 2023 the

UK government issued proposals to amend the Gambling Act, and these proposals are subject to a series of public

consultations. The UK government proposals are structured around six main themes: (1) online player protections regarding

players and products; (2) marketing and advertising; (3) the powers of the GBGC; (4) dispute resolution and consumer redress;

(5) children and young adults; and (6) land-based gambling. Changes have been introduced, including direct marketing

restrictions on communications with remote gambling customers, new remote game design requirements, financial vulnerability

checks, maximum stake limits, RTS security requirements and provisions on customer deposit prompts and reviews. A statutory

levy to fund research, prevention and treatment of gambling harm has been implemented in place of the previous voluntary

system. There is a risk that the introduction of more stringent, safer gambling and/or AML regulatory measures in the UK may

prove operationally onerous for us. Moreover, the potential for the introduction of further stake, speed and prize limits and the

introduction of deposit, loss and spend limits may operate to impact our financial performance and reduce the long-term growth

opportunities for us in the UK.

The United Kingdom gambling market is undergoing significant regulatory and fiscal changes that may materially impact the

profitability and operations of operators licensed by GBGC. The UK government has implemented major increases in gambling

tax revenues, resulting in a more restrictive and costly operating environment. Effective from April 1, 2026, the Remote

Gaming Duty (RGD) applicable to online gaming revenues, including online slots and casino games, increased from 21% to

40%. Effective from April 1, 2027, the General Betting Duty for remote betting will increase from 15% to 25%, other than for

remote bets on UK horse racing which will remain unchanged. These taxation increases materially raise the tax burden on

remote gambling operators and may significantly reduce operating margins and cash flows generated from UK online gaming

activities. There can be no assurance that operators will be able to offset these increased costs through pricing, operational

efficiencies, or other measures. As a result, these regulatory and fiscal developments could materially and adversely affect our

financial performance.

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Our business is subject to a variety of US and foreign laws, many of which are unsettled and still developing, and which

could subject us to claims or otherwise harm our business across jurisdictions. Any change in existing regulations or their

interpretation, or the regulatory or prosecutorial climate applicable to our products and services, or changes in tax rules and

regulations or interpretation thereof related to our products and services, could adversely impact our ability to operate our

business as currently conducted or as we seek to operate in the future, which could have a material adverse effect on our

financial condition and results of operations.

We are generally subject to laws and regulations relating to iGaming in the jurisdictions in which we conduct business, as well

as the general laws and regulations that apply to all e-commerce businesses, such as those related to privacy and personal

information, tax and consumer protection. These laws and regulations vary by jurisdiction, and future legislative and regulatory

action, court decisions or other governmental action, which may be affected by, among other things, political pressures,

attitudes and climates, as well as personal biases, may have a material impact on our operations and financial results. Some

jurisdictions have introduced regulations attempting to restrict or prohibit online gaming, while others have taken the position

that online gaming should be licensed and regulated and have adopted or are in the process of considering legislation and

regulations to enable that to happen. The regulatory environment in any particular jurisdiction may change in the future and any

such change could have a material adverse effect on our results of operations.

Future legislative and regulatory action, and court decisions or other governmental action, may have a material impact on our

operations and financial results. Governmental authorities could view us as having violated local laws, despite our efforts to

obtain all applicable licenses or approvals. There is also risk that civil and criminal proceedings, including class actions brought

by or on behalf of prosecutors or public entities or incumbent monopoly providers, or private individuals, could be initiated

against us, Internet service providers, credit card and other payment processors in the iGaming industry. Such potential

proceedings could involve substantial litigation expense, penalties, fines, seizure of assets, injunctions or other restrictions

being imposed upon our licensees or other business partners, while diverting the attention of key executives. Such proceedings

could have a material adverse effect on our business, financial condition and results of operations, as well as impact our

reputation.

Our growth prospects depend on the legal status of real money gaming in various jurisdictions and legalization may not

occur in as many jurisdictions as we expect, or may occur at a slower pace than we anticipate. Additionally, even if

jurisdictions legalize real money gaming, this may be accompanied by legislative or regulatory restrictions and/or taxes that

make it impracticable or less attractive to operate in those jurisdictions, or the process of implementing regulations or

securing the necessary licenses to operate in a particular jurisdiction may take longer than we anticipate, which could

adversely affect our future results of operations and make it more difficult to meet our expectations for financial

performance.

Several jurisdictions have legalized or are currently evaluating the legalization of real money gaming, and our business,

financial condition, results of operations and business prospects are significantly dependent upon the status of legalization in

these jurisdictions. Our business plan is partially based upon the legalization of real money gaming in additional jurisdictions

and the legalization may not occur as anticipated. Additionally, if a large number of additional jurisdictions enact real money

gaming legislation and we are unable to obtain, or are otherwise delayed in obtaining, the necessary licenses to operate iGaming

websites in jurisdictions where such games are legalized, our future growth in iGaming could be materially impaired.

As we enter new jurisdictions, governments may legalize real money gaming in a manner that is unfavorable to us. As a result,

we may encounter legal, regulatory and political challenges that are difficult or impossible to foresee and which could result in

an unforeseen adverse impact on planned revenues or costs associated with the new opportunity. Jurisdictions also impose

substantial tax rates on iGaming revenue. Tax rates, whether federal- or state-based, that are higher than we expect will make it

more costly and less desirable for us to launch in a given jurisdiction, while tax increases in any of our existing jurisdictions

may adversely impact profitability.

Therefore, even in cases in which a jurisdiction purports to license and regulate iGaming, the licensing and regulatory regimes

can vary considerably in terms of business-friendliness, and at times may be intended to provide incumbent operators with

advantages over new licensees. Therefore, some “liberalized” regulatory regimes are considerably more economically viable

than others.

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We derive revenues from players located in jurisdictions in which we do not hold a license.

In certain jurisdictions, online gambling is either not regulated at all, is subject to very limited regulation or its legality is

unclear. These jurisdictions are commonly referred to in the gaming industry as “unregulated jurisdictions” as it is not possible

to obtain a license. Certain of our products are made available to players in unregulated jurisdictions. The relevant transactions

in such unregulated jurisdictions and the associated player relationships that underpin them are generally regulated by “point of

supply” gambling regimes. We hold a point-of-supply license in Gibraltar and therefore, transactions are in fact heavily

regulated but are not themselves regulated in the jurisdiction within which the player is ultimately located.

Operators within the online gambling industry, including Bally’s, have commonly taken a risk-based approach when supplying

their online gambling services into jurisdictions in which it is not possible to obtain a gambling license. In these circumstances,

online gambling operators may justify their remote supply of gambling services for a number of reasons, including a “country

of origin” basis which asserts that it is lawful to supply online gambling services remotely from a jurisdiction in which a

gambling license is held in another jurisdiction, unless there is something within the laws of that second jurisdiction that

explicitly outlaws such provision and explicitly applies to such inward supply emanating from outside its borders.

There is a risk that such jurisdictions may enact regulations relating to online real money gaming and that we may be required

to register our activities or obtain licenses (or obtain further registrations or licenses, as applicable), pay taxes, royalties or fees

or that the operation of online gambling businesses in such jurisdictions may be prohibited entirely. The implementation of

additional licensing or regulatory requirements, prohibitions or payments in such jurisdictions could have an adverse effect on

the viability of our revenue, operations, business or financial performance. Where we or our partners fail to obtain the necessary

registrations or licenses, make the necessary payments or operate in a jurisdiction where online gambling is deemed to be or

becomes prohibited, we or our partners may be subject to investigation, penalties or sanctions or forced to discontinue

operations entirely in relation to that jurisdiction. Any such actions may also have an adverse impact on the way our regulators

regulate us in the jurisdictions in which we hold licenses.

Certain of our technology providers, payment processing partners or other suppliers of content or services (collectively,

“Infrastructure Services”) may cease to provide, or limit the availability of, such Infrastructure Services to the extent we derive

revenue from, or makes such Infrastructure Services available to customers in, unregulated jurisdictions. There is no assurance

that we would be able to identify suitable or economical replacements if such Infrastructure Services become unavailable.

There is also a risk that civil and criminal proceedings, including class actions brought by or on behalf of prosecutors or public

entities, incumbent monopoly providers or private individuals, could be initiated against us or providers of our Infrastructure

Services in unregulated jurisdictions. Such potential proceedings could assert that online gambling services have not been

lawfully supplied into the domestic market and could involve substantial litigation expense, penalties, fines, seizure of assets,

injunctions or other restrictions being imposed on us or our business partners and may divert the attention of our key

executives. If we become subject to any such investigations, proceedings and/or penalties in one jurisdiction, this may lead to

investigations, proceedings and/or penalties arising in other jurisdictions in which we operate and/or hold a license. Such

investigations, proceedings and/or penalties could have a material adverse effect on our business, financial condition and results

of operations, as well as our reputation.

We are exposed to exchange rate risks.

Foreign exchange risk arises when individual group entities enter into transactions denominated in a currency other than their

functional currency. Our policy is, where possible, to allow our entities to settle liabilities denominated in their functional

currency with the cash generated from their own operations in that currency. Where our entities have liabilities denominated in

a currency other than their functional currency (and have insufficient reserves of that currency to settle them), cash already

denominated in that currency will, where possible, be transferred from elsewhere within Bally’s. Apart from these particular

cash flows, we aim to fund expenses and investments in the respective currency and to manage foreign exchange risk at a local

level by matching the currency in which revenue is generated and expenses are incurred, as well as by matching the currency of

our debt structure with the currency that cash is generated in. However, no assurance can be given that these policies will

deliver all, or substantially all, of the expected benefits.

A vast majority of the revenues currently generated by Gamesys, our wholly owned subsidiary, are from the UK and are

conducted in British Pound Sterling (“GBP”) and are therefore susceptible to any movements in exchange rates between GBP

and US Dollars (“USD”). Any exchange rate risk may materially adversely affect our business, financial condition and results

of operations.

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Our substantial activities in foreign jurisdictions may be affected by factors outside of our control.

A portion of our operations are conducted in non-US jurisdictions. As such, our operations may be adversely affected by

changes in foreign government policies and legislation (including gambling legislation) or social instability and other factors

that are not within our control, including renegotiation or nullification of existing contracts or licenses, changes in gambling

policies, regulatory requirements or the personnel administering them, currency fluctuations and devaluations, exchange

controls, economic sanctions, tax increases, retroactive tax claims, changes in taxation policies, risk of terrorist activities,

revolution, border disputes, implementation of tariffs and other trade barriers and protectionist practices, volatility of financial

markets and fluctuations in foreign exchange rates, difficulties in the protection of intellectual property, labor disputes and other

risks arising out of foreign governmental sovereignty over the areas in which operations are conducted. Our operations may

also be adversely affected by laws and policies of such foreign jurisdictions affecting foreign trade, taxation and investment.

Accordingly, our activities in foreign jurisdictions could be substantially affected by factors beyond our control, any of which

could have a material adverse effect on our business, financial condition and results of operations.

In the event of a dispute arising in connection with operations in a foreign jurisdiction where we conduct business, we may be

subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdictions

of the courts of the US or enforcing US judgments in such other jurisdictions. We may also be hindered or prevented from

enforcing their rights with respect to a governmental instrumentality because of the doctrine of sovereign immunity.

We may also enter into agreements and conduct activities outside of the jurisdictions in which we currently carry on business,

which expansion may present challenges and risks as a result of the factors described above that we have not faced in the past,

any of which could have a material adverse effect on our business, financial condition and results of operations.

Our activities are affected by the General Data Protection Regulation, as implemented in each of the UK and the EU

(collectively, “GDPR”).

We are required to comply with the GDPR to the extent that we either: (1) have customers located in the UK and the EU or (2)

conduct the processing of personal data in the UK and the EU. The impact of GDPR is particularly relevant to our customer

data, marketing activities, information security systems, and associated procedures. The GDPR and associated e-privacy laws

impose constraints on the ability of a data controller to profile and market to customers. Data subjects have the right to object to

a controller processing their data in certain circumstances, including the right to object to their data being processed for the

purposes of direct marketing. Controllers of personal data are required to maintain written records as to how they comply with

GDPR and provide more detailed information to data subjects in relation to how their data is being processed. In addition,

updated e-privacy laws are under consideration in the EU to update the legislative rules applicable to digital and online data

processing and to align e-privacy laws to GDPR. The GBGC has separately introduced limitations on the use of personal data

by holders of operating licenses, particularly in relation to direct marketing.

The GDPR also increased the level of fines which may be imposed for a breach of data protection laws, with the maximum fine

(in the most serious cases of a breach of GDPR) being the higher of €20 million (£17.5 million for the UK) or four percent of

annual worldwide turnover. In certain instances, we could be held responsible for breaches committed by the third-party service

providers which we use or by other third parties with whom we share personal data.

Many of the obligations imposed on controllers by GDPR are expressed as high-level principles, such as the obligation to act

fairly with respect to the processing of personal data. The manner in which the data regulators and courts will interpret and

apply GDPR is and will continue to evolve over time. In addition, as a result of Brexit, the application of GDPR in the UK and

the EU will increasingly diverge, posing even greater compliance challenges for businesses operating in these jurisdictions.

These procedures and policies continually affect our business by constraining our data processing activities and increasing our

operational and compliance costs. Additional updates to these policies and procedures and associated operational changes may

be required and costs incurred to comply with updates to e-privacy laws.

If our or any third-party service providers’ data processing activities breach GDPR (or associated e-privacy laws), then we

could, whether as a result of a failure to implement adequate policies and procedures or otherwise, face significant fines and/or

the revocation of existing licenses and/or the refusal of new applications for licenses, as well customer claims. class actions and

reputational damage. The resultant losses suffered could materially adversely affect our business, financial condition and results

of operations. There can be no assurances that we would be able to recoup such losses, whether in whole or in part, from our

third-party service providers or insurers.

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Business Operational Risks

We will be reliant on effective payment processing services from a limited number of providers in each of the markets in

which we operate.

The provision of convenient, trusted, fast and effective payment processing services to our customers and potential customers is

critical to our business. If there is any deterioration in the quality of the payment processing services provided to these

customers or any interruption to those services (including with respect to system intrusions, unauthorized access or

manipulation), or if such services are only available at an increased cost to us or our customers or are terminated and no timely

and comparable replacement services are found, our customers and potential customers may be deterred from using our

products. In addition, our inability to secure payment processing services in markets into which we intend to expand may

seriously impair our growth opportunities and strategies. Any of these occurrences may have a material adverse effect on our

business, financial condition and results of operations.

Furthermore, a limited number of banks and credit card companies process online gambling related payments as a matter of

internal policy and any capacity to accept such payments may be limited by the regulatory regime of a given jurisdiction. The

introduction of legislation or regulations restricting financial transactions with online gambling operators, other prohibitions or

restrictions on the use of credit cards and other banking instruments for online gambling transactions may restrict our ability to

accept payments from our customers. These restrictions may be imposed as a result of concerns related to fraud, payment

processing, AML or other issues related to the provision of online gambling services. A number of issuing banks or credit card

companies may from time to time reject payments to us that are attempted to be made by our customers. Should such

restrictions and rejections become more prevalent, or any other restriction on payment processing be introduced, gambling

activity by our customers could be adversely affected, which in turn could have a material adverse effect on our business,

financial condition and results of operations.

In addition, we are subject to the risk of credit card chargebacks, which may also result in possible penalties. A chargeback is a

credit card originated deposit transaction to a player account with an operator that is later reversed or repudiated. The risk of

such chargeback transactions is greater in respect of certain markets and certain payment methods. We recognize revenue upon

the first loss of the player on amounts tendered, and any credit card chargebacks are then deducted from their revenues. Even

though security measures are in place, high rates of credit card chargebacks could result in credit card associations levying

additional costs and fines or withdrawing their service and could have a material adverse effect on our business, financial

condition and results of operations.

Our VLTs and table games hold percentages may fluctuate.

The gaming industry is characterized by an element of chance and our casino guests’ winnings depend on a variety of factors,

some of which are beyond our control. In addition to the element of chance, hold percentages (the ratio of net win to total

amount wagered) are affected by other factors, including players’ skill and experience, the mix of games played, the financial

resources of players, the volume of bets placed and the amount of time played. The variability of our hold percentages has the

potential to adversely affect our business, financial condition and results of operations.

Our profitability will be dependent, in part, on return to players.

The revenue from certain of our gaming products depends on the outcome of random number generators built into the gaming

software running the games made available to customers. Return to player is measured by dividing the amount of real money

won by players on a particular game by the total real money wagers over a particular period on that game. An increasing return

to player may negatively affect revenue as it represents a larger amount of money being won by players. Return to player is

driven by the overall random number generator outcome, the mechanics of different games and jackpot winnings. Each game

utilizes a random number generating engine; however, generally the return to player fluctuates in the short-term based on large

wins or jackpots or a large share of wagers made for higher-payout games. To the extent we are unable to set, or fail to obtain, a

favorable return to player in our (or a third-party supplier’s) gambling software which maximizes revenue, it could have a

material adverse effect on our business, financial condition and results of operations.

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The success, including win or hold rates, of existing or future sports betting and iGaming products depends on a variety of

factors and is not completely controlled by us.

The sports betting and iGaming industries are characterized by an element of chance. Accordingly, we employ theoretical win

rates to estimate what a certain type of sports bet or iGame, on average, will win or lose in the long run. Net win is impacted by

variations in the hold percentages, or actual outcomes, on our iGames and sports betting we offer to our users. We use the hold

percentages as an indicator of an iGame’s or sports bet’s performance against its expected outcome. Although each iGame or

sports bet generally performs within a defined statistical range of outcomes, actual outcomes may vary for any given period. In

addition to the element of chance, win rates (hold percentages) may also (depending on the game involved) be affected by the

spread of limits and factors that are beyond our control, such as a user’s skill, experience and behavior, the mix of games

played, the financial resources of users, the volume of bets placed and the amount of time spent gambling. As a result of the

variability in these factors, the actual win rates on our online iGames and sports bets may differ from the theoretical win rates

we have estimated and could result in the winnings of our iGame’s or sports bet’s users exceeding those anticipated. The

variability of win rates (hold rates) also have the potential to negatively impact our financial condition, results of operations and

cash flows.

Our success also depends in part on our ability to anticipate and satisfy user preferences in a timely manner. As we will operate

in a dynamic environment characterized by rapidly changing industry and legal standards, our products will be subject to

changing consumer preferences that cannot be predicted with certainty. We will need to continually introduce new offerings

and identify future product offerings that complement our existing platforms, respond to our users’ needs and improve and

enhance our existing platforms to maintain or increase our user engagement and growth of our business. We may not be able to

compete effectively unless our product selection keeps up with trends in the digital sports entertainment and gaming industries

in which we compete, or trends in new gaming products.

We extend credit to a portion of our customers, and we may not be able to collect gaming receivables from our credit

customers.

We conduct our gaming activities on a credit and cash basis at many of our properties. Any such credit we extend is unsecured.

Table game players typically are extended more credit than slot players, and high-stakes players typically are extended more

credit than customers who tend to wager lower amounts. High-end gaming is more volatile than other forms of gaming, and

variances in win-loss results attributable to high-end gaming may have a significant positive or negative impact on cash flow

and earnings in a particular period. We extend credit to those customers whose level of play and financial resources warrant, in

the opinion of management, an extension of credit. These large receivables could have a significant impact on our results of

operations if deemed uncollectible. Gaming debts evidenced by a credit instrument, including what is commonly referred to as a

“marker,” and judgments on gaming debts are enforceable under the current laws of the jurisdictions in which we allow play on

a credit basis, and judgments on gaming debts in such jurisdictions are enforceable in all US states under the Full Faith and

Credit Clause of the US Constitution; however, other jurisdictions may determine that enforcement of gaming debts is against

public policy. Although courts of some foreign nations will enforce gaming debts directly and the assets in the US of foreign

debtors may be reached to satisfy a judgment, judgments on gaming debts from US courts are not binding on the courts of many

foreign nations.

Declining popularity of games and changes in device preferences of players could have a negative effect on our business.

Revenue from online games tends to decline over time after reaching a peak of popularity and player usage. The speed of this

decline is referred to as the decay rate of a game. As a result of this natural decline in the life cycle of our products, our business

depends on our ability and the ability of our third-party partners to consistently and timely launch new games across multiple

platforms and devices that achieve significant popularity. Our ability to successfully launch, sustain and expand games as

applicable, largely will depend on our ability to, amongst other things: (1) anticipate and effectively respond to changing game

player interests and preferences; (2) anticipate or respond to changes in the competitive landscape; (3) develop, sustain and

expand games that are fun, interesting and compelling to play; (4) minimize launch delays and cost overruns on new games; (5)

minimize downtime and other technical difficulties; (6) acquire leading technology and high quality personnel; and (7) comply

with constraints on game design and/or functionality imposed by regulators. There is a risk that we may not launch any new

games according to schedule, or that those games do not attract and retain a significant number of players, which could have a

negative effect on our business, financial condition and results of operations.

Furthermore, more individuals are using non-PC/laptop devices to access the internet and versions of our technology developed

for these devices may not be widely adopted by users of such devices. If we are unable to attract and retain a substantial number

of alternative device users to our gambling services or if we are slow to develop products and technologies that are more

compatible with non-PC/laptop communications devices relative to our competitors, we may fail to capture a significant share

of an increasingly important portion of the market for online gambling services.

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In addition to offering popular new games, we must extend the life of the existing games which we make available to users, in

particular the most successful games. While it is difficult to predict when revenues from any such existing games will begin to

decline, for a game to remain popular, we must constantly enhance, expand or upgrade the relevant game with new features that

players find attractive. There is a risk that we may not be successful in enhancing, expanding or upgrading our current games or

any new games in the future and, in addition, regulators may introduce new rules that limit functionality within existing games.

Should we not succeed in sufficiently offsetting the effects of declining popularity in the games we make available, this may

have a material adverse effect on our business, financial condition and results of operations.

The casino, hotel and hospitality industry is capital intensive and we may not be able to finance development, expansion and

renovation projects, which could put us at a competitive disadvantage.

Our casino and hotel properties have an ongoing need for renovations and other capital improvements to remain competitive,

including room refurbishments, amenity upgrades and replacement, from time to time, of furniture, fixtures and equipment. We

may also need to make capital expenditures to comply with applicable laws and regulations. Construction projects, such as our

construction of the permanent casino in Chicago, entail significant risks, which can substantially increase costs or delay

completion of a project. Such risks include shortages of materials or skilled labor, unforeseen engineering, environmental or

geological problems, work stoppages, weather interference and unanticipated cost increases. Most of these factors are beyond

our control. In addition, difficulties or delays in obtaining any of the requisite licenses, permits or authorizations from

regulatory authorities can increase the cost or delay the completion of an expansion or development. Significant budget

overruns or delays with respect to expansion and development projects could adversely affect our business and results of

operations.

Renovations and other capital improvements of casino properties in particular require significant capital expenditures. In

addition, any such renovations and capital improvements usually generate little or no cash flow until the projects are completed.

We may not be able to fund such projects solely from cash provided from operating activities. Consequently, we may have to

rely upon the availability of debt or equity capital to fund renovations and capital improvements, and our ability to carry them

out will be limited if we cannot obtain satisfactory debt or equity financing, which will depend on, among other things, market

conditions. We cannot assure you that we will be able to obtain additional equity or debt financing on favorable terms or at all.

Our failure to renovate and maintain gaming and entertainment venues from time to time may put us at a competitive

disadvantage to gaming and entertainment venues offering more modern and better maintained facilities, which could adversely

affect our business, financial condition and results of operations.

We are subject to various construction and development risks in connection with our current and future construction

projects.

Our business is subject to various construction and development risks in connection with construction projects, such as our

construction of the permanent casino in Chicago, the planned development at the former Tropicana Las Vegas and our planned

Bally’s Bronx project. Construction and development projects are often developed in multiple stages involving commercial and

governmental negotiations, site planning, due diligence, permit requests, environmental impact studies, permit applications and

review, marine logistics planning and transportation and end-user delivery logistics, each of which requires significant effort

and dedication to complete. Projects of this type are subject to a number of risks, including, among others:

•engineering, environmental or geological problems;

•shortages or delays in the delivery of equipment and supplies;

•government or regulatory approvals, permits or other authorizations;

•failure to meet technical specifications or adjustments being required based on testing or commissioning;

•construction accidents that could result in personal injury or loss of life;

•lack of adequate and qualified personnel to execute our current and future construction projects;

•weather interference;

•delays in removing current tenants from the proposed sites; and

•potential labor shortages, work stoppages or labor union disputes.

Furthermore, because of the nature of our business, we are dependent on numerous third parties, including local, state and

federal governmental entities that are required to certificate and license our facilities. Delays from such third parties or

governmental entities could prevent us from successfully executing our current and future construction projects. In addition, as

a builder of gaming facilities, we expect to face an intense regulatory process and heightened political pressure to finalize our

construction projects in a timely manner, which subjects us to risks associated with changes in the political views and structure,

government representatives, new regulations, regulatory reviews, employment laws and diligence requirements. Each of these

could make it more difficult, time-consuming and expensive to develop our current and future construction projects.

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The occurrence of any one of these factors, whatever the cause, could result in unforeseen delays or cost overruns. Delays in the

development beyond our estimated timelines, or amendments or change orders to our construction contracts, could result in

increases to our development costs beyond our original estimates, which could require us to obtain additional financing or

funding and could make our current and future construction projects less profitable than originally estimated or possibly not

profitable at all. Further, any such delays could cause a delay in the receipt of any anticipated revenues. We have experienced

time delays and cost overruns in the construction and development of construction projects in the past as a result of the

occurrence of various of the above factors, and no assurance can be given that we will not experience in the future similar

events, any of which could have a material adverse effect on our business, operating results, cash flows and liquidity.

We may invest in or acquire other businesses, and our business may suffer if we are unable to successfully integrate

acquired businesses into our company or otherwise manage the growth associated with multiple acquisitions.

Our completed or any future acquisitions, may not enhance our financial performance. Our ability to achieve the expected

benefits of any acquisitions will depend on, among other things, our ability to effectively translate our strategies into revenue,

our ability to retain and assimilate the acquired businesses’ employees, our ability to retain existing customers and suppliers on

terms similar to, or better than, those in place with the acquired businesses, our ability to attract new customers, the adequacy of

our implementation plans, our ability to maintain our financial and internal controls and systems as we expand our operations,

the ability of our management to oversee and operate effectively the combined operations and our ability to achieve desired

operating efficiencies and revenue goals. The integration of the businesses that we acquire might also cause us to incur costs

that are unforeseen or that exceed our estimates, which would lower our future earnings and would prevent us from realizing

the expected benefits of such acquisitions. In some cases, the services provided by the sellers are critical to the ongoing efficient

operation of the properties and may involve costly payments from us to the provider of the services. If the provision of these

services by the sellers is disrupted or given insufficient attention by the sellers, our ability to operate the properties may be

negatively impacted until such time as we are able to take full control over the services. Moreover, we must pay the sellers for

these services and the costs to us for these services may exceed our estimates and these expenses will negatively impact the

results of operations of these properties during these transition periods. Failure to achieve the anticipated benefits of these

acquisitions could result in decreases in the amount of expected revenues and diversion of management’s time and energy and

could adversely affect our business, financial condition and operating results including, ultimately, a reduction in our stock

price.

We face risks associated with growth and acquisitions.

As part of our business strategy, we regularly evaluate opportunities for growth through development of gaming operations in

existing or new markets, through acquiring other gaming entertainment facilities or through redeveloping our existing gaming

facilities. In the future, we may also pursue expansion opportunities, including joint ventures or partnerships, in jurisdictions

where casino gaming is not currently permitted in order to be prepared to develop projects upon approval of casino gaming.

Although we only intend to engage in acquisitions that, if consummated, will be accretive to us and our shareholders,

acquisitions require significant management attention and resources to integrate new properties, businesses and operations. Our

ability to realize the anticipated benefits of acquisitions will depend, in part, on our ability to integrate the acquired businesses

with our businesses. The combination of two independent companies is a complex, costly and time-consuming process. This

process may disrupt the business of either or both of the companies and may not result in the full benefits expected. Potential

difficulties we may encounter as part of the integration process that may negatively impact our earnings or otherwise adversely

affect our business and financial results include, among other things, the following:

•the inability to successfully incorporate acquired assets in a manner that permits us to achieve the full revenue

increases, cost reductions and other benefits anticipated to result from any acquisitions;

•complexities associated with managing the combined business, including difficulty addressing possible differences in

cultures and management philosophies and the challenge of integrating complex systems, technology, networks and

other assets of each of the companies in a seamless manner that minimizes any adverse impact on customers, suppliers,

employees and other constituencies;

•the disruption of, or the loss of momentum in, each of our ongoing businesses;

•inconsistencies in standards, controls, procedures and policies; and

•potential unknown liabilities and unforeseen increased expenses associated with acquisitions.

Additionally, even if integration is successful, the overall integration of acquired assets and businesses may result in material

unanticipated problems, expenses, liabilities, competitive responses, loss of customer and other business relationships and

diversion of management attention. There is also no guarantee that the acquired assets or businesses will generate any of the

projected synergies and earnings growth, and the failure to realize such projected synergies and earnings growth may adversely

affect our operating and financial results and derail any growth plans.

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There can be no assurance that we will be able to identify, acquire, develop or profitably manage additional companies or

operations or successfully integrate such companies or operations into our existing operations without substantial costs, delays

or other problems. Additionally, there can be no assurance that we will receive gaming or other necessary licenses or approvals

for new projects that we may pursue or that gaming will be approved in jurisdictions where it is not currently approved.

Ballot measures or other voter-approved initiatives to allow gaming in jurisdictions where gaming, or certain types of gaming

(such as slots and sports wagering), was not previously permitted could be challenged, and, if such challenges are successful,

these ballot measures or initiatives could be invalidated. Furthermore, there can be no assurance that there will not be similar or

other challenges to legalized gaming in existing or current markets in which we may operate or have development plans, and

successful challenges to legalized gaming could require us to abandon or substantially curtail our operations or development

plans in those locations, which could have a material adverse effect on our financial condition and results of operations.

There can be no assurance that we will not face similar challenges and difficulties with respect to new development projects,

such as the permanent casino project in Chicago, or expansion efforts that we may undertake, which could result in significant

sunk costs that we may not be able to fully recoup or that otherwise have a material adverse effect on our financial condition

and results of operations. We may not be able to obtain additional financing on acceptable terms or at all. To the extent that we

seek to acquire other businesses in exchange for our common stock, fluctuations in our stock price could adversely affect our

ability to complete acquisitions.

We may not realize the anticipated benefits of existing or pending strategic alliances, joint ventures, acquisitions, divestitures or

new business strategies.

We have invested in, formed strategic alliances with and announced proposed joint ventures with other companies, such as the

RI Joint Venture, and we may expand those relationships or enter into similar relationships with additional companies which

may require various state approvals which may or may not be granted. These initiatives are typically complex, and we may not

be able to complete anticipated alliance or joint venture transactions, the anticipated benefits of these transactions may not be

realized or the benefits may be delayed. For example, we may not successfully integrate an alliance or joint venture with our

operations, including the implementation of our controls, systems, procedures and policies, or unforeseen expenses or liabilities

may arise that were not discovered during due diligence prior to an investment or entry into a strategic alliance, or a

misalignment of interests may develop between us and the other party. Further, to the extent we share ownership, control or

management with another party in a joint venture, our ability to influence such joint venture may be limited, and we may be

unable to prevent misconduct or implement our compliance or internal control systems. In addition, implementation of a new

business strategy may lead to the disruption of our existing business operations, including distracting management from current

operations. Results of operations from new activities may be lower than our existing activities, and, if a strategy is unsuccessful,

we may not recoup our investments in that strategy. Failure to successfully and timely realize the anticipated benefits of these

transactions or strategies could have an adverse effect on our financial condition or results of operations.

Following the combination of the international interactive business within Bally’s Intralot, there can be no assurance that

Bally’s Intralot will be able to successfully integrate the combined lottery B2B and online gaming B2C businesses.

The integration of the two companies may result in material challenges, including the diversion of management’s attention from

ongoing business concerns; retaining key management and other employees; retaining or attracting business and operational

relationships; faulty assumptions underlying expectations regarding the integration process and associated expenses;

consolidating corporate and administrative infrastructures and eliminating duplicative operations; coordinating geographically

separate organizations; unanticipated issues in integrating information technology, communications and other systems; as well

as potential unknown liabilities, unforeseen expenses relating to integration, or delays associated with the merger transactions.

Accordingly, the future operating results, cash flows and financial condition of the combined company will be affected by its

ability to manage changing business conditions and to implement and adapt its financial controls and reporting systems in

response to the merger transactions.

29

Our business depends, in part, on strategic relationships with third parties. Overreliance on certain third parties or our

inability to extend existing relationships or agree to new relationships may cause unanticipated costs for us and impact our

financial performance in the future.

We have entered into strategic partnerships with the National Hockey League, MLB Professional Development Leagues, LLC,

among others, and may enter into relationships with advertisers, casinos and other third parties in order to attract users to our

platform. These relationships along with providers of online services, search engines, social media, directories and other

websites and e-commerce businesses direct consumers to our platform. In addition, parties with whom we have advertising

arrangements provide advertising services to other companies, including other fantasy sports and gaming platforms with which

we compete. While we believe there are other third parties that could drive users to our platform, adding or transitioning to

them may disrupt our business and increase our costs. In the event that any of our existing relationships or our future

relationships fails to provide services to us in accordance with the terms of our arrangement, or at all, and we are not able to

find suitable alternatives, this could impact our ability to attract consumers cost effectively and harm our business, financial

condition and results of operations.

Our branded sites are heavily reliant on well-known brands owned by third parties.

We operate certain branded sites, including sites branded as Virgin Games, Double Bubble Bingo and Monopoly Casino. All

such branded sites operated by us are reliant on the use of highly trusted and recognizable brands which are owned by third

parties (the “Third Party Brands”). We operate the Third Party Brands pursuant to brand licensing arrangements with the

relevant third party brand owner (the “Brand Owner”). We are contractually required to operate such branded sites in

accordance with those brand licensing arrangements, and any material breach of those requirements may expose us to claims for

breach of contract and/or may lead to the Brand Owner terminating or failing to renew the brand licensing arrangements. We

own the player data in respect of such branded sites, and in the event that the brand licensing arrangements for any of such

branded sites were to be terminated early or not renewed, then we would seek to migrate those players to a different gaming site

operated by us. However, there is a risk that any replacement branded site offered by us may not successfully retain those

players, and if we lose the right to use any of the Third Party Brands, our business, financial condition and results of operations

may be materially adversely affected.

We are exposed to the risk that the reputation of the Third Party Brands may be adversely affected by the activities of third

parties over whom we have no control. For example, we operate the Virgin Games site. The Virgin brand is used by a wide

range of businesses. In the event that the reputation of the Virgin brand was to be adversely affected due to the actions of third

parties, that may affect our business prospects.

Our online business model depends upon the continued compatibility between our apps and the major mobile operating

systems and upon third-party platforms for the distribution of our product offerings, which depend on factors beyond our

control such as the design of third-party operating systems and continued access to our apps on third-party distribution

platforms like the Apple App Store.

Our digital business is dependent on the interoperability of our technology with popular mobile operating systems,

technologies, networks and standards as our users access our online betting and gaming product offerings primarily on mobile

devices. As a result, our business model depends upon the continued compatibility between our app and the major mobile

operating systems, such as the Android and iOS operating systems, and we rely upon third-party platforms for distribution of

our product offerings. We do not have formal or informal relationships with parties that control design of mobile devices and

operating systems and there is no guarantee that popular mobile devices will start or continue to support or feature our product

offerings. Any changes, bugs, technical or regulatory issues in such operating systems, our relationships with mobile

manufacturers and carriers, or in their terms of service or policies that degrade our offerings’ functionality, reduce or eliminate

our ability to distribute our offerings, give preferential treatment to competitive products, limit our ability to deliver high quality

offerings, or impose fees or other charges related to delivering our offerings, could adversely affect our product usage and

monetization on mobile devices. In addition, if any of the third-party platforms used for distribution of our product offerings

were to limit or disable the availability of our app or advertising on their platforms, our ability to generate revenue could be

harmed. These changes could materially impact the way we do business, and if we are unable to adjust to those changes quickly

and effectively, there could be an adverse effect on our business, financial condition, results of operations and prospects.

30

A portion of our casinos are located on leased property. If we default on one or more leases, the applicable lessors could

terminate the affected leases and we could lose possession of the affected casino.

We currently lease certain real property interests underlying several of our Casino properties. Our leases provide that they may

be terminated for a number of reasons, including failure to pay rent, taxes or other payment obligations or the breach of other

covenants contained in the leases. Our leases with GLPI, excluding the Chicago MLA, require annual rent payments of

$233.1 million in 2026, which is subject to escalation annually, and in some instances, obligate us to make specified minimum

capital expenditures with respect to the leased properties. If our business and properties fail to generate sufficient earnings, the

payments required to service the rent obligations under our leases with GLPI could materially and adversely limit our ability to

react to changes in our business and make acquisitions and investments in our properties. Regarding our ground leases, we have

the right to use the leased land; however, we do not hold fee ownership of the underlying land. Accordingly, we have no

interest in the leased land or improvements thereon at the expiration of the ground leases. If our use of the land underlying our

casino properties is disrupted permanently or for a significant period of time, then the value of our assets could be impaired and

our business and operations could be adversely affected. If we were to default on any one or more of these leases, the applicable

lessors could terminate the affected leases and we could lose possession of the affected land and any improvements on the land,

including the hotels and casinos. Further, in the event that any lessor of our leased properties, including GLPI, encounters

financial, operational, regulatory or other challenges, there can be no assurance that such lessor will be able to comply with its

obligations under the applicable lease.

We entered into a lease with GLP and could experience risks associated with the leased property, including risks relating to

lease termination, inability to obtain a satisfactory lease extension, consents and approvals, charges and our relationship

with the landlord, which could have a material adverse effect on our business, financial position or results of operations.

On July 17, 2025, Bally’s Chicago Operating Company, LLC (“Bally’s Chicago OpCo”), an affiliate of the Company, entered

into (a) an amended and restated ground lease (the “Chicago MLA”) with GLP Capital, L.P. (“GLP”) pursuant to which Bally’s

Chicago OpCo leases the property on which it is developing our permanent Chicago resort and casino and (b) a development

agreement with GLP (the “GLP Development Agreement”) pursuant to which GLP has committed to advance up to $940

million (the “GLP Development Advances”) for the payment of hard costs used to construct our permanent Chicago resort and

casino in exchange for increasing the amount of rent that Bally’s Chicago OpCo pays to GLP under the Chicago MLA. The

Chicago MLA has a 15-year term and up to four renewal terms of five years each, if elected by Bally’s Chicago OpCo, and rent

payable under the Chicago MLA is (a) $20.0 million annually, subject to annual escalations set forth therein, plus (b) an annual

amount equal to 8.5% of the GLP Development Advances that GLP advances to Bally’s Chicago OpCo.

GLP has the right to terminate the Chicago MLA upon any event of default under the Chicago MLA. Such events of default

include, without limitation, a failure to pay amounts due after applicable notice and cure periods, certain bankruptcy or

insolvency events, a cross-default with the GLP Development Agreement and the failure to comply with a variety of covenants

after applicable notice and cure periods, including those related to the development of our permanent resort and casino, repair

and maintenance, alterations and insurance. In addition, from and after any refinancing, extension or majority amendment of

our Credit Agreement, the Chicago MLA will include a cross-default to (a) that certain Master Lease, dated June 3, 2021, as

subsequently amended, between GLP and Bally’s Management Group, LLC (“Bally’s Management”), an affiliate of the

Company, pursuant to which Bally’s Management leases the following properties from GLP: Bally’s Evansville, Bally’s Dover,

Bally’s Black Hawk North, Bally’s Black Hawk West, Bally’s Black Hawk East, Bally’s Quad Cities, Bally’s Tiverton and

Hard Rock Biloxi and (b) that certain Master Lease, dated December 16, 2024, as subsequently amended, between GLP and

Bally’s Management, pursuant to which Bally’s Management leases the following properties from GLP: Bally’s Kansas City,

Bally’s Shreveport, Bally’s Twin River, DraftKings at Casino Queen and The Queen Baton Rouge.

There are also certain restrictions on Bally’s Chicago OpCo’s ability to assign its interest in the Chicago MLA without having

to obtain GLP’s prior consent, including requirements for the transferee (or its parent company) to satisfy certain financial

metrics and have a certain level of experience in operating or managing casinos.

GLP’s obligation to make GLP Development Advances under the GLP Development Agreement is subject to certain

conditions, including that Bally’s Chicago OpCo shall have unrestricted access to funds in an amount sufficient at the time of

each GLP Development Advance to fund the construction of our permanent resort and casino. Bally’s Chicago OpCo is

obligated to construct our permanent resort and casino in compliance with terms and conditions set forth in the GLP

Development Agreement, which include the satisfaction of specified development and construction milestones.

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The GLP Development Agreement contains customary representations and covenants by Bally’s Chicago OpCo and contains

funding conditions, including, without limitation, (a) GLP’s reasonable approval of plans and specifications, the project budget

(including amendments thereto and reallocations therein except those permitted under the GLP Development Agreement), the

project schedule, the underlying construction and architect contracts, and all change orders (subject to exceptions set forth in the

GLP Development Agreement), (b) GLP’s receipt of appropriate lien waivers, (c) budget balancing requirements, (d) retainage

requirements, and (e) other customary conditions, all as set forth in the GLP Development Agreement. From and after the first

GLP Development Advance, Bally’s Chicago OpCo is required to fund all hard costs of construction of the permanent resort

and casino utilizing solely GLP Development Advances until GLP has funded its entire commitment or construction has been

completed. The GLP Development Agreement also contains defaults and remedies, including, without limitation, a cross-

default with the Chicago MLA. Bally’s Chicago OpCo is not permitted to assign, finance, transfer, pledge or encumber its

interest in the GLP Development Agreement without GLP’s prior written consent, whether or not any such assignment,

financing, transfer, pledge or encumbrance is permitted with respect to the GLP Lease Agreement, other than to a permitted

leasehold mortgagee under the Chicago MLA.

Termination of any or all of the casino lease agreements (including as a result of a default under the GLP Development

Agreement) would result in us losing some or all of our rights with respect to the applicable properties, could result in a default

under the Host Community Agreement, and could have a material adverse effect on our business, financial position or results of

operations. In the event of a termination of any of the casino lease agreements (including as a result of a default under the GLP

Development Agreement), we may be required to transfer all personal property located at the applicable property to a

designated successor, and we may not be adequately compensated for that personal property. Moreover, since as a lessee we do

not completely control the land and improvements underlying our operations, the lessors could take certain actions to disrupt

our rights in the properties leased under the casino lease agreements, which are beyond our control. If the lessors chose to

disrupt our use either permanently or for a significant period of time, then the value of our assets could be impaired and our

business and operations could be adversely affected. There can also be no assurance that we will be able to comply with our

obligations under the casino lease agreements (including our obligations under the GLP Development Agreement) in the future.

In addition, if the lessors have financial, operational, regulatory or other challenges, there can be no assurance that the lessors

will be able to comply with their obligations under the casino lease agreements, including their obligations to provide us

financing for the construction of our permanent resort and casino in Chicago.

We rely on other third-party sports data providers for real-time and accurate data for sporting events, and if such third

parties do not perform adequately or terminate their relationships with us, our costs may increase and our business,

financial condition and results of operations could be adversely affected.

We rely on third-party sports data providers to obtain accurate information regarding schedules, results, performance and

outcomes of sporting events. We rely on this data to determine when and how sports bets are settled. We have experienced, and

may continue to experience, errors in this data feed which may result in us incorrectly settling bets. If we cannot adequately

resolve the issue with our users, our users may have a negative experience with our offerings, our brand or reputation may be

negatively affected and our users may be less inclined to continue or resume utilizing our products or recommend our offerings

to other potential users. As such, a failure or significant interruption in our service may harm our reputation, business and

operating results.

Furthermore, if any of our sports data partners terminates its relationship with us or refuses to renew its agreement with us on

commercially reasonable terms, we would need to find an alternate provider, and may not be able to secure similar terms or

replace such providers in an acceptable time frame. Any of these risks could increase our costs and adversely affect our

business, financial condition and results of operations. Further, any negative publicity related to any of our third-party partners,

including any publicity related to regulatory concerns, could adversely affect our reputation and brand, and could potentially

lead to increased regulatory or litigation exposure.

32

Negative perceptions and publicity surrounding the lottery industry could lead to increased regulation.

Our Bally’s Intralot business includes a global lottery management and services business. The popularity and acceptance of

lottery games is influenced by prevailing social attitudes toward the lottery, and changes in social attitudes toward the lottery

could result in reduced acceptance of lottery play as a leisure activity. Further, from time to time, the lottery industry is exposed

to negative publicity related to player behavior, play by minors, the presence of point-of-sale machines in too many locations,

risks related to iLottery accessibility, and alleged association with money laundering. Publicity regarding problem gambling and

other concerns with the lottery industry, even if not directly connected to the Company, could adversely impact its business,

results of operations, and financial condition. For example, if the perception develops that the lottery industry is failing to

address responsible lottery concerns adequately, the resulting political pressure may result in the industry becoming subject to

increased regulation and restrictions on operations. Such an increase in regulation could adversely impact our results of

operations, business, financial condition, or prospects.

Our management identified a material weakness in our internal control over financial reporting which could, if not

remediated, result in material misstatements in our consolidated financial statements.

Our management is responsible for establishing and maintaining adequate internal controls over our financial reporting, as such

term is defined in Rule 13a-15(f) under the Exchange Act. As disclosed in this report, we evaluated the effectiveness of our

internal control over financial reporting and identified a material weakness as of December 31, 2025 relating to the ineffective

operation of management review controls over accounting for income taxes and related disclosures.

A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting,

such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be

prevented or detected on a timely basis. If not remediated, the material weakness identified above could result in material

misstatements in our consolidated financial statements.

We conduct our business in an industry that is subject to high taxes and may be subject to higher taxes in the future.

In gaming jurisdictions in which we conduct our business, with the exception of Rhode Island, state and local governments

raise considerable revenues from taxes based on casino revenues and operations. In Rhode Island, the state takes all of the

gaming win that comes into our Rhode Island operations and then pays us a percentage of the gaming win. We also pay

property taxes, occupancy taxes, sales and use taxes, payroll taxes, franchise taxes and income taxes. Our profitability will

depend on generating enough revenues to cover variable expenses, such as payroll and marketing, as well as largely fixed

expenses, such as property taxes and interest expense. From time to time, state and local governments have increased gaming

taxes and such increases could significantly impact the profitability of our gaming operations.

Our operations in other states are generally subject to significant revenue-based taxes and fees in addition to normal federal,

state and local income taxes, and such taxes and fees are subject to increase at any time. In addition, from time to time, federal,

state and local legislators and officials have proposed changes in tax laws, or in the administration of such laws, affecting the

gaming industry. Further, worsening economic conditions could intensify the efforts of applicable state and local governments

to raise revenues through increases in gaming taxes and/or property taxes. It is not possible to determine with certainty the

likelihood of changes in tax laws in these jurisdictions or in the administration of such laws. Such changes, if adopted, could

adversely affect our business, financial condition and results of operations. The large number of state and local governments

with significant current or projected budget deficits makes it more likely that those governments that currently permit gaming

will seek to fund such deficits with new or increased gaming taxes and/or property taxes and worsening economic conditions

could intensify those efforts. Any material increase, or the adoption of additional taxes or fees, could adversely affect our future

financial results.

There can be no assurance that governments in jurisdictions in which we conduct our business, or the federal government, will

not enact legislation that increases gaming tax rates. General economic pressures have the potential to reduce revenues of state

governments from traditional tax sources, which may cause state legislatures or the federal government to be more inclined to

increase gaming tax rates. See “New legislation governing the online gaming industry may be introduced in the UK which

limits or restricts our operating model in that market.”

33

New and future changes to US and non-US tax laws could adversely affect our business.

The US Congress, the Organization for Economic Co-operation and Development (the “OECD”) and other government

agencies in jurisdictions where Bally’s and its affiliates do business have had an extended focus on issues related to the taxation

of multinational corporations. One example is in the area of “base erosion and profit shifting,” including the OECD’s “Pillar

Two” framework, which, among other changes, generally provide for an effective global minimum corporate tax rate of 15% on

profits generated by certain multinational companies. Although this initiative is subject to further developments in the countries

where Bally’s and its affiliates do business, it is already in force in various jurisdictions, including the UK and the EU. On

January 5, 2026, the OECD announced a “side-by-side” elective safe harbor that exempts U.S.-parented multinational entities

from certain provisions of Pillar Two for fiscal years beginning on or after January 1, 2026. We are continuing to evaluate the

Pillar Two framework and related legislation and the potential impact on our business. The adoption of the Pillar Two

framework by countries in which Bally’s and its affiliates do business could adversely affect Bally’s and its affiliates’ effective

tax rate and increase tax complexity and uncertainty. Furthermore, as a result of the Pillar Two framework or other tax

initiatives, the tax laws in the US, the UK and other countries in which Bally’s and its affiliates do business could change on a

prospective or retroactive basis, and any such changes could adversely affect Bally’s and its affiliates.

In addition, the US government may enact significant changes to the taxation of business entities including, among others,

changes to the rules regarding controlled foreign corporations, the elimination of certain tax exemptions and the imposition of

further minimum taxes or surtaxes on certain types of income. Although a range of US tax legislation has been proposed, the

likelihood of these changes being enacted or implemented is unclear. We are currently unable to predict whether such changes

will occur and, if so, the ultimate impact on our business.

See “New legislation governing the online gaming industry may be introduced in the UK which limits or restricts our

operating model in that market.”

If we fail to detect fraud, theft or cheating, including by our customers and employees, our reputation may suffer which

could harm our brand and reputation and negatively impact our business, financial condition and results of operations and

can subject us to investigations and litigation.

We have in the past incurred, and may in the future incur, losses from various types of financial fraud, including use of stolen or

fraudulent credit card data, claims of unauthorized payments by a user and attempted payments by users with insufficient funds.

Bad actors use increasingly sophisticated methods to engage in illegal activities involving personal information, such as

unauthorized use of another person’s identity, account information or payment information and unauthorized acquisition or use

of credit or debit card details, bank account information and mobile phone numbers and accounts. Under current credit card

practices, we may be liable for use of funds on our platform with fraudulent credit card data, even if the associated financial

institution approved the credit card transaction.

Acts of fraud may involve various tactics, including collusion. Successful exploitation of our systems could have negative

effects on our product offerings, services and user experience and could harm our reputation. Failure to discover such acts or

schemes in a timely manner could result in harm to our operations. In addition, negative publicity related to such schemes could

have an adverse effect on our reputation, potentially causing a material adverse effect on our business, financial condition and

results of operations. In the event of the occurrence of any such issues with our existing platform or product offerings,

substantial engineering and marketing resources and management attention, may be diverted from other projects to correct these

issues, which may delay other projects and the achievement of our strategic objectives.

In addition, any misappropriation of, or access to, users’ or other proprietary information or other breach of our information

security could result in legal claims or legal proceedings, including regulatory investigations and actions, or liability for failure

to comply with privacy and information security laws, including for failure to protect personal information or for misusing

personal information, which could disrupt our operations, force us to modify our business practices, damage our reputation and

expose us to claims from our users, regulators, employees and other persons, any of which could have an adverse effect on our

business, financial condition and results of operations.

Despite measures we have taken to detect and reduce the occurrence of fraudulent or other malicious activity on our platform,

we cannot guarantee that any of our measures will be effective or will scale efficiently with our business. Our failure to

adequately detect or prevent fraudulent transactions could harm our reputation or brand, result in litigation or regulatory action

and lead to expenses that could adversely affect our business, financial condition and results of operations.

34

We are largely dependent on the skill and experience of management and key personnel.

We expect to experience strong competition in hiring and retaining qualified property and corporate management personnel,

including competition from Native American gaming facilities that are not subject to the same taxation regimes as we are and,

therefore, may be willing and able to pay higher rates of compensation. From time to time, a number of vacancies in key

corporate and property management positions can be expected. If we are unable to successfully recruit and retain qualified

management personnel at our facilities or at the corporate level, our results of operations could be adversely affected.

In addition, our officers, directors and key employees are required to file applications with the gaming authorities in each of the

jurisdictions in which we conduct our business and are required to be licensed or found suitable by these gaming authorities. If

the gaming authorities were to find an officer, director or key employee unsuitable for licensing or unsuitable to continue

having a relationship with us, we would have to sever all relationships with that person. Furthermore, the gaming authorities

may require us to terminate the employment of any person who refuses to file appropriate applications. Either result could

significantly impair our operations. The time and effort needed to successfully complete the application process could impact

our ability to attract, hire and retain top talent.

We are subject to risks associated with labor relations, labor costs and labor disruptions.

We are subject to the costs and risks generally associated with labor disputes and organizing activities related to unionized

labor. From time to time, our operations may be disrupted by strikes, public demonstrations or other coordinated actions and

publicity. We may incur increased legal costs and indirect labor costs as a result of contractual disputes, negotiations or other

labor-related disruptions.

A large number of our employees at our Casinos & Resorts properties within several US states are represented by a labor union

and are subject to collective bargaining agreements with us. As of December 31, 2025, we had 36 collective bargaining

agreements covering 3,679 employees. Our collective bargaining agreements generally have three-or-five-year terms. There can

be no assurance that we will be able to extend or enter into replacement agreements. If we are able to extend or enter into

replacement agreements, there can be no assurance as to whether the terms will be on comparable terms to the existing

agreements. We may also face organizing activities that could result in additional employees becoming unionized. Furthermore,

labor regulation and the negotiation of new or existing collective bargaining agreements could lead to higher wage and benefit

costs, changes in work rules that raise operating expenses and legal costs thereby affecting our profitability or interfering with

the ability of our management to focus on executing our business strategies, and could impose limitations on our ability to

reduce the size of our workforce during an economic downturn, which could put us at a competitive disadvantage.

Our obligation to fund multi-employer defined benefit pension plans to which we are a party may adversely affect us.

We must contribute to a number of multi-employer defined benefit pension plans under the terms of collective-bargaining

agreements that cover certain union-represented employees. The risks of participating in these multi-employer plans are

different from single-employer plans in the following aspects:

•assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other

participating employers;

•if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the

remaining participating employers; and

•if we choose to stop participating in some of our multi-employer plans, we may be required to pay those plans an

amount based on the underfunded status of the plan, referred to as a withdrawal liability.

In addition, the funding obligations for our pension plans will be impacted by the performance of the financial markets,

particularly the equity markets and interest rates. Funding obligations are determined by government regulations and are

measured each year based on the value of assets and liabilities on a specific date. If the financial markets do not provide the

long-term returns that are expected, we could be required to make larger contributions. The equity markets can be very volatile,

and, therefore, our estimate of future contribution requirements can change dramatically in relatively short periods of time.

Similarly, changes in interest rates and legislation enacted by governmental authorities can impact the timing and amounts of

contribution requirements. An adverse change in the funded status of the plans could significantly increase our required

contributions in the future and adversely impact our liquidity.

35

We may incur impairments to goodwill, indefinite-lived intangible assets or long-lived assets.

We monitor the recoverability of our long-lived assets, such as buildings, and evaluate their carrying value for impairment

whenever events or changes in circumstances indicate that the carrying amount of such assets may not be fully recoverable. We

annually review goodwill to determine if impairment has occurred. Additionally, interim reviews are performed whenever

events or changes in circumstances indicate that impairment may have occurred. If the testing performed indicates that

impairment has occurred, we are required to record a non-cash impairment charge for the difference between the carrying value

and fair value of the long-lived assets or the carrying value and fair value of the reporting unit, in the period the determination is

made. The testing of long-lived assets and goodwill for impairment requires us to make estimates that are subject to significant

assumptions about our future revenue, profitability, cash flows, fair value of assets and liabilities, weighted average cost of

capital, as well as other assumptions. Changes in these estimates, or changes in actual performance compared with these

estimates, may affect the fair value of long-lived assets or reporting unit, which may result in an impairment charge.

We cannot accurately predict the amount or timing of any impairment of assets. Should the value of long-lived assets or

goodwill become impaired, our financial condition and results of operations may be adversely affected.

Our operations have historically been subject to seasonal variations and quarterly fluctuations in operating results, and we

can expect to experience such variations and fluctuations in the future.

Casino, hotel and racing operations in our markets are subject to seasonal variation. Seasonal weather conditions can frequently

adversely affect transportation routes to each of our properties and may cause snowfall, flooding and other effects that result in

the closure of our properties. In addition, our sports betting business may experience seasonality based on the relative

popularity of certain sports at different parts of the year. As a result, unfavorable seasonal conditions could have a material

adverse effect on our business, financial condition and results of operations.

Our business is particularly sensitive to energy prices and a rise in energy prices could harm our operating results.

We are a large consumer of electricity and other energy and, therefore, higher energy prices may have an adverse effect on our

results of operations. Accordingly, increases in energy costs may have a negative impact on our operating results. Additionally,

higher electricity and gasoline prices that affect our customers may result in reduced visitation to our properties and a reduction

in our revenues. We may be indirectly impacted by regulatory requirements aimed at reducing the impacts of climate change

directed at up-stream utility providers, as we could experience potentially higher utility, fuel and transportation costs.

Expectations relating to environmental, social and governance considerations expose us to potential liabilities, reputational

harm and other unforeseen adverse effects on our business.

Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on

environmental, social and governance and sustainability considerations relating to businesses, including climate change and

greenhouse gas emissions, data privacy, artificial intelligence, human capital and diversity, equity and inclusion. We make

statements about goals and initiatives through information provided on our website, press statements and other

communications. Responding to these considerations and implementation of these goals and initiatives involves risks and

uncertainties and requires ongoing investments. The success of our goals and initiatives may be impacted by factors that are

outside our control. In addition, some stakeholders may disagree with our goals and initiatives and the focus and views of

stakeholders may change and evolve over time and vary depending on the jurisdictions in which we operate. Any failure, or

perceived failure, by us to achieve our goals, further our initiatives, adhere to our public statements, comply with federal, state

or international environmental, social and governance laws and regulations, or meet evolving and varied stakeholder

expectations and views could materially adversely affect our business, financial condition and results of operations.

36

Our insurance and self-insurance programs may not be adequate to cover future claims.

Although we maintain insurance that we believe is customary and appropriate for our business, we cannot assure that such

insurance programs will be available or adequate to cover all losses and damage to which our business or our assets might be

subjected. We use a combination of insurance and self-insurance to provide for potential liabilities, including employee

healthcare benefits, up to certain stop-loss amounts which limit our exposure above the amounts we have self-insured. We

estimate the liabilities and required reserves associated with the risks we retain. Any such estimates and actuarial projection of

losses is subject to a considerable degree of variability. If actual losses incurred are greater than those anticipated, our reserves

may be insufficient and additional costs could be recorded in our consolidated financial statements. If we suffer a substantial

loss that exceeds our self-insurance reserves, and any excess insurance coverage, the loss and attendant expenses could harm

our business, financial condition or results of operations. The lack of adequate insurance for certain types or levels of risk could

expose us to significant losses in the event that a catastrophe occurred for which we are uninsured or underinsured. Any losses

we incur that are not adequately covered by insurance may decrease our future operating income, require us to find

replacements or repairs for destroyed property and reduce the funds available for payments of our obligations. We renew our

insurance policies on an annual basis. The cost of coverage may become so high that we may need to further reduce our policy

limits, further increase our deductibles or agree to certain exclusions from our coverage.

We may be unable to protect our intellectual property rights.

We develop intellectual property to differentiate our retail casinos and interactive products from our competitors. Our brands

and technology constitute key business assets. In order to protect our brands, technology and other creative output, we rely on a

combination of trademarks, copyright, patents, trade secrets and contract law to establish and protect our proprietary rights. For

example, the Bally’s and Bally brand are protected by approximately 170 trademark registrations and applications in the U.S.

and foreign jurisdictions. While we take action to protect our intellectual property rights, there is always a risk that (i) our

proprietary rights become invalidated or unenforceable, (ii) we are unsuccessful in obtaining trademark or patent registrations

and (iii) we are unsuccessful in our enforcement efforts and, therefore, unable to prevent what we consider to be misuse of our

intellectual property assets. In addition, the laws of some foreign countries do not protect intellectual property rights to the same

extent as the laws of the United States. Finally, third parties may independently develop similar brands and technologies which

would negatively impact the value of our intellectual property.

Our results of operations and financial condition could be adversely affected by the occurrence of natural disasters, such as

hurricanes, or other catastrophic events, including war, terrorism and public health crises such as the COVID-19 pandemic.

In addition, results could be adversely impacted by other events beyond our control, including travel disruptions.

Natural disasters, such as major hurricanes, typhoons, tornados, floods, fires and earthquakes, could adversely affect our

business and operating results. Hurricanes are common in the areas in which our Mississippi and Louisiana properties are

located, and the severity of such natural disasters is unpredictable.

Catastrophic events, such as terrorist attacks and global and regional conflicts (e.g., the wars in Ukraine and Iran), have had a

negative effect on travel and leisure expenditures, including lodging, gaming (in some jurisdictions) and tourism. These events

can also lead to unstable market and economic conditions and have additional global consequences. We cannot accurately

predict the extent to which such events may affect us, directly or indirectly, in the future.

Public health crises may also significantly impact our business. For example, the global spread of the COVID-19 pandemic,

which began in early 2020, resulted in governments, public institutions and other organizations imposing or recommending, and

businesses and individuals implementing, restrictions on various activities or other actions to combat its spread, such as

restrictions and bans on travel or transportation, stay-at-home directives, requirements that individuals wear masks or other face

coverings, limitations on the size of gatherings, closures of work facilities, schools, public buildings and businesses,

cancellation of events, including sporting events, concerts, conferences and meetings and quarantines and lock-downs. The

pandemic and its consequences dramatically reduced travel and demand for hotel rooms and other casino resort amenities,

which had a negative impact on our results in 2020 and 2021. There are no assurances that future pandemics or other public

health crises will not cause similar disruptions that existed in 2020 and 2021.

In addition, other events beyond our control, such as travel disruptions impacting the ability of people to travel to our casino

properties, could impact our business. For example, the closure of Washington Bridge in Rhode Island has impacted foot traffic

at our Rhode Island properties, particularly Bally’s Twin River.

37

There can be no assurance that we will be able to obtain or choose to purchase any insurance coverage with respect to

occurrences of catastrophic events, such as those described above. If there is a prolonged disruption at our facilities due to

natural disasters, terrorist attacks, wars, public health crises or other catastrophic events, our results of operations and financial

condition would be adversely affected.

Cybersecurity and Technology Risks

We rely on information technology and other systems and platforms, and any failures, errors, defects or disruptions in our

systems or platforms could diminish our brand and reputation, subject us to liability, disrupt our business, affect our ability

to scale our technical infrastructure and adversely affect our operating results and growth prospects.

We engage a number of third parties to provide gaming operating systems for the facilities we own. As a result, we rely on such

third parties to provide uninterrupted services in order to run our business efficiently and effectively. In the event one of these

third parties experiences a disruption in its ability to provide such services (whether due to technological or financial difficulties

or power problems), this may result in a material disruption to the wagering activity at the casinos which we own and have a

material adverse effect on our business, operating results and financial condition.

If our user base and engagement continue to grow, and the amount and types of offerings continue to grow and evolve, we will

need an increasing amount of technical infrastructure, including network capacity and computing power, to continue to satisfy

our users’ needs. Such infrastructure expansion may be complex, and unanticipated delays in completing these projects or

availability of components may lead to increased project costs, operational inefficiencies or interruptions in the delivery or

degradation of the quality of our offerings. In addition, there may be issues related to this infrastructure that are not identified

during the testing phases of design and implementation, which may only become evident after we have started to fully use the

underlying equipment or software, that could further degrade the user experience or increase our costs. As such, we could fail to

continue to effectively scale and grow our technical infrastructure to accommodate increased demands. In addition, our business

may be subject to interruptions, delays or failures resulting from adverse weather conditions, other natural disasters, power loss,

terrorism, cyber-attacks, public health emergencies (such as the coronavirus) or other catastrophic events. Any unscheduled

interruption in our technology services is likely to result in an immediate, and possibly substantial, loss of revenues due to a

shutdown of our gaming operations, cloud computing and lottery systems.

We believe that if our users have a negative experience with our offerings, or if our brand or reputation is negatively affected,

users may be less inclined to continue or resume utilizing our products or recommend our platform to other potential users. As

such, a failure or significant interruption in our service would harm our reputation, business and operating results.

We are reliant on the reliability and viability of internet infrastructure, which is out of our control, and the proper

functioning of our own network systems.

The growth of internet usage has caused interruptions and delays in processing and transmitting data over the internet. There

can be no assurance that internet infrastructure or our own network systems will continue to be able to support the demands

placed on them by the continued growth of the internet, the overall online gambling industry or that of our customers. The

internet’s viability could be affected by delays in the development or adoption of new standards and protocols to handle

increased levels of internet activity or by increased government regulation. The introduction of legislation or regulations

requiring internet service providers in any jurisdiction to block access to our websites and products may restrict the ability of

our customers to access products and services offered by us. Such restrictions, should they be imposed, could have a material

adverse effect on our business, financial condition and results of operations.

If critical issues concerning the commercial use of the internet are not favorably resolved (including security, reliability, cost,

ease of use, accessibility and quality of service), if the necessary infrastructure is not sufficient or if other technologies and

technological devices eclipse the internet as a viable channel, this may negatively affect internet usage, and our business,

financial condition and results of operations will be materially adversely affected. Additionally, the increasing presence of

viruses and cyber-attacks may affect the viability and infrastructure of the internet and/or the proper functioning of our network

systems and could materially adversely affect our business, financial condition and results of operations.

38

Our business may be harmed from cybersecurity incidents and we may be subject to legal claims if there is loss, disclosure or

misappropriation of or access to our customers’, business partners’ or our own information or other breaches of

information security.

We make extensive use of online services and centralized data processing, including through third-party service providers. We

have experienced certain cyber-attacks, attempts to breach our systems and other similar incidents. The secure maintenance and

transmission of customer information is a critical element of our operations. Our information technology and other systems, or

those of service providers and business partners, that maintain and transmit customer or employee information may be

compromised by a malicious third-party penetration of our network security, or that of a third-party service provider or business

partner or impacted by intentional or unintentional actions or inactions by our employees, or those of a third-party service

provider or business partner. As a result, our customers’ or employee’s information may be lost, disclosed, accessed, or taken

without our customers’ or employees’ consent.

In addition, third-party service providers and other business partners process and maintain proprietary business information and

data related to our employees, customers, suppliers and other business partners. Our information technology and other systems

that maintain and transmit this information, or those of service providers or business partners, may also be compromised by a

malicious third-party penetration of our network security or that of a third-party service provider or business partner, or

impacted by intentional or unintentional actions or inactions by our employees or those of a third-party service provider or

business partner. As a result, our business information or customer, supplier and other business partner data may be lost,

disclosed, accessed or taken without consent.

Any such loss, disclosure, or misappropriation of, or access to, customers’ or business partners’ information or other breach of

our information security can result in legal claims or legal proceedings, including regulatory investigations and actions, may

have a serious impact on our reputation and may adversely affect our business, operating results and financial condition.

Furthermore, the loss, disclosure or misappropriation of our business information may adversely affect our reputation, business,

operating results, and financial condition.

We may use AI in our business, and challenges with properly managing its use could result in reputational harm,

competitive harm and legal liability, and could have adverse effects on our business, operating results, and financial

condition.

We may incorporate AI solutions into our business, and we may leverage AI, including generative AI, into our business

operations. Our competitors or other third parties, like third-party distribution channels, may incorporate AI into their products

more quickly or more successfully than we do, which could impair our ability to compete effectively and could adversely affect

our business, operating results, and financial condition. In addition, there are significant risks in using AI, and there can be no

assurance that the use of AI will enhance our business or be beneficial to our business operations, including our efficiency or

our profitability.

Additionally, if our AI applications, or the AI applications of third parties, are based on data, algorithms or other inputs that are

flawed, or if our AI applications, or the AI applications of third parties, assist us in producing content, analyses or

recommendations that are, or are alleged to be, deficient, inaccurate or biased, our business, results of operations and financial

conditions may be adversely affected. The increased use of AI applications generally has resulted in, and may in the future

result in, cybersecurity incidents that implicate the personal data of end users of such applications. Any such cybersecurity

incidents related to our own use of AI applications may increase our cybersecurity risks, as well as the cybersecurity risks of

third parties, which could adversely affect our reputation and results of operations. AI also presents emerging ethical issues, and

if our use of AI becomes controversial, we may experience brand, reputational or competitive harm, or legal liability. The rapid

evolution of AI, including the potential regulation of AI by governmental or other regulatory agencies, will require significant

resources to develop, test and implement AI ethically and to minimize any unintended, harmful impacts.

39

Financing Risks

Our debt agreements and the Regulatory Agreement contain restrictive covenants that may limit our operating flexibility.

Our current debt agreements and the Regulatory Agreement include, and our future debt agreements and regulatory agreements

will likely include numerous financial and other covenants, imposing financial and operating restrictions on our business. Our

ability to comply with these provisions may be affected by general economic conditions, industry conditions and other events

beyond our control. There can be no assurance that we will be able to comply with these covenants. The failure to comply with

a financial covenant or other restriction contained in the agreements governing our indebtedness or in the Regulatory

Agreement may result in an event of default under such agreements or sanctions or fines under the Regulatory Agreement. An

event of default under our debt agreements could result in acceleration of some or all the applicable indebtedness as well as

other indebtedness of ours and the inability to borrow additional funds. We do not have, and cannot be certain we would be able

to obtain, sufficient funds to repay any such indebtedness if it is accelerated. Restrictions in our debt agreements or in the

Regulatory Agreement might affect our ability to operate our business, might limit our ability to take advantage of potential

business opportunities as they arise and might adversely affect the conduct of our current business, including by restricting our

ability to finance future operations and capital needs and limiting our ability to engage in other business activities.

Our existing and future indebtedness may limit our operating and financial flexibility.

As of December 31, 2025, we had approximately $4.94 billion of total indebtedness outstanding consisting of $1.47 billion

outstanding under our term loan facility (the “Term Loan”) pursuant to the terms of a credit agreement we entered into on

October 1, 2021 (the “Credit Agreement”) with Deutsche Bank AG New York Branch, as administrative agent and collateral

agent, and the lenders party thereto, and $1.5 billion in aggregate principal amount of outstanding 5.625% senior notes due

2029 and 5.875% senior notes due 2031. As of December 31, 2025, we had $588.1 million available under our revolving credit

facility (the “Revolving Credit Facility” or “Revolver” and, together with the Term Loan, the “Credit Facility”). On February

11, 2026, we issued $1.1 billion Term Loans and repaid the previously outstanding $1.47 billion Term Loan. This indebtedness

may have important negative consequences for us, including:

•limiting our ability to satisfy obligations;

•increasing vulnerability to general adverse economic and industry conditions;

•limiting flexibility in planning for, or reacting to, changes in our businesses and the markets in which we conduct

business;

•increasing vulnerability to, and limiting our ability to react to, changing market conditions, changes in industry and

economic downturns;

•limiting our ability to obtain additional financing to fund working capital requirements, capital expenditures, debt

service, general corporate or other obligations;

•subjecting us to a number of restrictive covenants that, among other things, limit our ability to pay dividends and

distributions, make acquisitions and dispositions, borrow additional funds and make capital expenditures and other

investments;

•limiting our ability to use operating cash flow in other areas of our business because we must dedicate a significant

portion of these funds to make principal and/or interest payments on outstanding debt;

•exposing us to interest rate risk due to the variable interest rate on borrowings under our Credit Facility;

•causing our failure to comply with the financial and restrictive covenants contained in our current or future

indebtedness, which could cause a default under that indebtedness (and other indebtedness of ours) and which, if not

cured or waived, could adversely affect us; and

•affecting our ability to renew gaming and other licenses necessary to conduct our business.

Though we have significant amounts of indebtedness outstanding, as of December 31, 2025, we have the ability to borrow the

remaining amount available under our Revolving Credit Facility and may issue or incur additional indebtedness to fund our

operations, including as necessary to execute on our growth strategy. Further, we may incur other liabilities that do not

constitute indebtedness under the Credit Facility. The risks that we face based on our outstanding indebtedness may intensify if

we incur additional indebtedness or financing obligations in the future.

40

Servicing our indebtedness and funding our other obligations requires a significant amount of cash, and our ability to

generate sufficient cash depends on many factors, some of which will be beyond our control.

Our ability to make payments on and refinance our indebtedness and to fund our operations and capital expenditures depends

upon our ability to generate cash flow and secure financing in the future. Our ability to generate future cash flow depends,

among other things, upon:

•general economic conditions;

•competition;

•legislative and regulatory factors affecting our operations and businesses; and

•our future operating performance.

Some of these factors will be beyond our control. There can be no assurance that our business will generate cash flow from

operations, or that future debt or equity financings will be available to us to enable us to pay our indebtedness or to fund other

needs. If our operating results and available cash are insufficient to meet our debt service obligations, we could face substantial

liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other

obligations. We may not be able to consummate those dispositions or to obtain the proceeds that we could realize from them,

and these proceeds may not be adequate to meet any debt service obligations then due. The inability to generate cash flow could

result in us needing to refinance all or a portion of our indebtedness on or before maturity, including through the issuance of

additional debt or equity securities. If needed, there can be no assurance that we will be able to refinance any of our

indebtedness on favorable terms, or at all. Any inability to generate sufficient cash flow or refinance our indebtedness on

favorable terms could adversely affect our financial condition.

Our variable rate indebtedness exposes us to interest rate volatility, which could cause our debt service obligations to

increase significantly.

Borrowings under our Credit Facility are at variable rates of interest, such as the Secured Overnight Financing Rate (“SOFR”),

and expose us to interest rate volatility. If interest rates increase, our debt service obligations on certain of our variable rate

indebtedness will increase even though the amount borrowed remains the same.

A market downturn may negatively impact our access to financing.

A downturn in the financial markets or market volatility could negatively impact our ability to access capital and financing

(including financing necessary for acquisitions or to refinance our existing indebtedness) on acceptable terms and prices, that

we would otherwise need in connection with the operation of our business.

Risks Related to our Common Stock

The market price of our common stock could fluctuate significantly.

There have been and are periods of time when the US securities markets have experienced significant price fluctuations. These

price fluctuations may be day-to-day or they may last for extended periods of time. Significant price fluctuations in the

securities markets as a whole have caused, and may continue to cause, the market price of our common stock to be volatile and

subject to wide fluctuations. The trading volume of our common stock may fluctuate and cause significant price variations to

occur. Additional factors that could cause fluctuations in, or adversely affect, our stock price or trading volume include:

•general market and economic conditions, including market conditions in the gaming and hotel industries;

•actual or expected variations in quarterly operating results;

•differences between actual operating results and those expected by investors and analysts;

•sales of our common stock by current shareholders seeking liquidity in the public market;

•changes in recommendations by securities analysts;

•operations and stock performance of competitors;

•accounting charges, including charges relating to the impairment of goodwill;

•significant acquisitions or strategic alliances by us or by competitors;

•sales of our common stock by our directors and officers or significant investors; and

•recruitment or departure of key personnel.

There can be no assurance that the stock price of our common stock will not fluctuate or decline significantly in the future. In

addition, the stock market in general can experience considerable price and volume fluctuations that may be unrelated to our

performance.

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Our largest shareholder owns a majority of our outstanding common stock, which could limit the ability of other

shareholders to influence corporate matters.

Standard General, our largest shareholder, beneficially owned 67.1% of our outstanding common stock as of February 28, 2026

and, therefore, is able to control the outcome of matters submitted to our stockholders for approval. Standard General’s

Managing Partner and Chief Investment Officer serves as the Executive Chairman of our Board. This concentrated control may

limit or preclude your ability to influence corporate matters.

We are a “controlled company” within the meaning of the corporate governance standards of NYSE. As a result, we qualify

for exemptions from certain corporate governance standards and our shareholders do not have the same protections

afforded to shareholders of companies that are subject to such requirements.

Standard General owns more than 50% of the total voting power of our outstanding common stock and we are a “controlled

company” under NYSE corporate governance standards. As a controlled company, we are not required by NYSE, for continued

listing of our common stock, to (i) have a majority of our board of directors consist of independent directors, (ii) maintain a

nominating and governance committee that is composed entirely of independent directors with a written charter addressing the

committee’s purpose and responsibilities or (iii) maintain a compensation committee that is composed entirely of independent

directors with a written charter addressing the committee’s purpose and responsibilities. For so long as we qualify as a

“controlled company,” we may rely on some or all of these exemptions from NYSE listing requirements, subject to the

provisions set forth in our Sixth Amended and Restated Certificate of Incorporation. In accordance with these exemptions, we

have elected not to comply with certain corporate governance requirements. Specifically, we no longer have a Nominating and

Governance Committee composed of entirely independent directors.

Accordingly, our shareholders do not have the same protections afforded to stockholders of companies that are subject to all of

the NYSE corporate governance requirements and the ability of our independent directors to influence our business policies and

affairs may be reduced. As a result, our status as a “controlled company” could make our common stock less attractive to some

investors or could otherwise harm our common stock price.

We are not paying dividends and any decision to do so in the future will be at the discretion of our Board.

The timing, declaration, amount, and payment of any future dividends will be at the discretion of our Board and will depend

upon, among other factors, our earnings, cash requirements, financial condition, requirements to comply with the covenants

under our debt agreements and the Regulatory Agreement, legal considerations and other factors that our Board deems relevant.

If we do not pay cash dividends on our common stock in the future, then the return on an investment in our common stock will

depend upon our future stock price and other forms of returning capital. There is no guarantee that our common stock will

maintain its value or appreciate in value.

We are a holding company and will depend on our subsidiaries for dividends, distributions and other payments.

We are structured as a holding company, a legal entity separate and distinct from our subsidiaries. Our only significant asset is

the capital stock or other equity interests of our operating subsidiaries. As a holding company, we will conduct all of our

business through our subsidiaries. Consequently, our principal source of cash flow will be dividends and distributions from our

subsidiaries. Our right to participate in a distribution of assets upon a subsidiary’s liquidation or reorganization will be subject

to the prior claims of the subsidiary’s creditors.

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ITEM 1B.UNRESOLVED STAFF COMMENTS

None.

ITEM 1C.CYBERSECURITY

Risk Management and Strategy

We have established policies and processes for assessing, identifying, and managing material risks from cybersecurity threats,

and have integrated these processes into our overall risk management systems and practices. We routinely assess material risks

from cybersecurity threats, including any potential unauthorized attack on, or use of, our information systems that may result in

adverse effects on the confidentiality, integrity, or availability of our information systems or any information stored therein.

Our security incident response framework classifies potential incidents by risk levels, and we prioritize our incident mitigation

and impact evaluation efforts based on those risk classifications or security incident categories, while focusing on maintaining

the resiliency of our systems. The risk assessments support the identification of reasonably foreseeable internal and external

risks, the likelihood of occurrence and any potential damage that could result from such risks, and the sufficiency of existing

policies, procedures, systems, controls, and other safeguards in place to manage such risks.

Following these risk assessments, we design, implement, and maintain reasonable safeguards to minimize the identified risks;

reasonably address any identified gaps in existing safeguards; update existing safeguards as necessary; and monitor the

effectiveness of our controls. Some of the other steps we have taken to detect, identify, assess, classify, and attempt to mitigate

cybersecurity risks include:

•Adopting and periodically reviewing and updating information security and privacy policies;

•Conducting targeted audits and penetration tests throughout the year, using both internal and external resources;

•Complying with the Payment Card Industry Data Security Standard (PCI-DSS);

•Implementing an Information Security Management System (ISMS) that is designed to generally align with the

requirements of the ISO 27001 standard;

•Implementing a Privacy Information Management System (PIMS) that is designed to align with the requirements of

the ISO 27701 standard;

•Engaging an experienced third party to independently evaluate our information security systems on a regular basis;

•Adopting a vendor risk management program, which includes receiving the results of cybersecurity evaluations

conducted on certain vendors engaged in high-risk data processing;

•Providing security and data protection training and awareness to our employees, contractors and key partners with

access to sensitive information and systems; and

•Maintaining cyber liability insurance.

Although certain of our systems are designed to align with requirements of ISO 27701, this does not mean that we will meet

any particular technical standards, specifications, or requirements, but rather we use ISO 27701 and other cybersecurity

standards as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.

At this time, we have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity

incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business

strategy, results of operations, or financial condition. For additional information regarding risks from cybersecurity threats,

please refer to Item 1A “Risk Factors -Cybersecurity, Data Privacy and Technology Risks.

Governance

Cybersecurity and data protection are integrated into our overall risk management and oversight framework. Our Board of

Directors periodically receives reports from our committees, cybersecurity management, external professional advisors, and

other relevant Company personnel regarding various types of risks faced by the Company and the Company’s risk mitigation

efforts related thereto, including cybersecurity risks and related mitigation efforts.

The Board also receives presentations from management regarding trends in cybersecurity risks and risk mitigation initiatives

and plans, including briefings on recent breaches at other companies and key takeaways and lessons learned that are applicable

to our business. The Board will also periodically review key cybersecurity and data privacy related benchmarks for the

Company.

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Management’s Responsibilities

In the event we identify a potential cybersecurity issue, we have defined procedures for responding to such issues, including

procedures that address when and how to engage with Company management, our Board of Directors, other stakeholders, and

law enforcement when responding to such issues.

We have a dedicated management team overseeing our cybersecurity initiatives, led by our Chief Information Officer, our Vice

President and Global Data Privacy Officer, and our Vice President of Cybersecurity. Our Chief Information Officer has over 25

years’ experience overseeing and managing information technology teams and complex IT systems, and our Vice President of

Cybersecurity has over 15 years’ experience developing and managing cybersecurity functions and strategies. Our Vice

President of Global Data Privacy is a recognized leader in the industry with over 7 years’ experience in managing global data

privacy programs.

Our cybersecurity management team regularly meets with industry trust groups, senior executives and other team members to

provide oversight with respect to our cybersecurity risk detection, identification, assessment, classification, and mitigation

efforts.

The Company has a dedicated Security Forum and a Data Protection Committee comprising members from our senior

leadership that convene on a regular basis to receive updates from our committees, cybersecurity management, external

professional advisors, and other relevant Company personnel about the Cybersecurity and Privacy programs we have in place;

discuss and assess material risks and planned risk mitigation, incidents and planned remediation efforts, trends observed,

consider cybersecurity-related proposals, and review and adopt changes in cybersecurity policies.

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ITEM 2.PROPERTIES

The properties managed/owned by Bally’s as of December 31, 2025, as shown in the table below:

Property		Location		Property Type		Built/ Acquired		Gaming Square Footage		Reportable Segment
Bally’s Twin River Lincoln Casino Resort(1)(5)		Lincoln, RI		Casino and Resort		2004		188,070		Casinos & Resorts
Bally’s Arapahoe Park		Aurora, CO		Racetrack/OTB Site		2004		—		Casinos & Resorts
Hard Rock Hotel & Casino Biloxi(1)(3)		Biloxi, MS		Casino and Resort		2014		50,984		Casinos & Resorts
Bally’s Tiverton Casino & Hotel(1)(3)		Tiverton, RI		Casino and Hotel		2018		33,840		Casinos & Resorts
Bally’s Dover Casino Resort(1)(3)		Dover, DE		Casino, Resort and Raceway		2019		92,067		Casinos & Resorts
Bally’s Black Hawk(1)(2)(3)		Black Hawk, CO		Three Casinos		2020		34,632		Casinos & Resorts
Bally’s Kansas City Casino(1)(3)		Kansas City, MO		Casino		2020		50,000		Casinos & Resorts
Bally’s Vicksburg Casino(1)		Vicksburg, MS		Casino and Hotel		2020		32,608		Casinos & Resorts
Bally’s Atlantic City Casino Resort(1)		Atlantic City, NJ		Casino and Resort		2020		81,614		Casinos & Resorts
Bally’s Shreveport Casino & Hotel(1)(3)		Shreveport, LA		Casino and Hotel		2020		30,000		Casinos & Resorts
Bally’s Lake Tahoe Casino Resort		Lake Tahoe, NV		Casino and Resort		2021		46,665		Casinos & Resorts
Bally’s Evansville Casino & Hotel(1)(3)		Evansville, IN		Casino and Hotel		2021		46,265		Casinos & Resorts
Bally’s Quad Cities Casino & Hotel(1)(3)		Rock Island, IL		Casino and Hotel		2021		42,300		Casinos & Resorts
Bally’s Chicago Casino(4)		Chicago, IL		Casino		2023		34,894		Casinos & Resorts
Bally’s Golf Links at Ferry Point		Bronx, NY		Golf Course		2023		—		Casinos & Resorts
Bally's Newcastle		Newcastle, United Kingdom		Casino		2024		3,733		Bally's Intralot B2C
The Queen Baton Rouge(3)		Baton Rouge, LA		Casino		2025		31,056		Casinos & Resorts
Bally's Baton Rouge Casino and Hotel(3)		Baton Rouge, LA		Casino and Hotel		2025		25,000		Casinos & Resorts
Casino Queen Marquette(3)		Marquette, IA		Casino		2025		17,514		Casinos & Resorts
DraftKings at Casino Queen(3)		East St. Louis, IL		Casino and Hotel		2025		40,000		Casinos & Resorts

__________________________________

(1)The properties noted above are required to be mortgaged under and are encumbered under our Credit Agreement.

(2)These properties include Bally’s Black Hawk North Casino, Bally’s Black Hawk West Casino and Bally’s Black Hawk East Casino.

(3)Properties leased from GLPI. Refer to Note 15 “Leases” for further information.

(4)Temporary casino facility while permanent casino resort is constructed. Site of future permanent casino resort is leased from GLPI.

(5)On February 11, 2026, the Company completed the previously announced sale-leaseback to GLPI.

As of December 31, 2025, Bally’s had approximately 630,000 square feet of office space, including corporate headquarters

located in Providence, Rhode Island. Our Bally's Intralot B2B businesses operate primarily in leased office space located in

Greece, the US and Australia while our Bally's Intralot B2C businesses operate primarily in leased office space located in the

UK, US, Canada, Estonia, Gibraltar and Isle of Man. Bally’s also has rights to 35 acres of developable land in Las Vegas, NV

at the site of the former Tropicana Las Vegas.

ITEM 3.LEGAL PROCEEDINGS

We are party to various legal proceedings which have arisen in the normal course of our business. Such proceedings can be

costly, time consuming and unpredictable and, therefore, no assurance can be given that the final outcome of such proceedings

will not materially impact our consolidated financial condition or results of operations. While we maintain insurance coverage

that we believe is adequate to mitigate the risks of such proceedings, no assurance can be given that the amount or scope of

existing insurance coverage will be sufficient to cover losses arising from such matters. Estimated losses are accrued for these

proceedings when the loss is probable and can be estimated. The current liability for the estimated losses associated with these

proceedings is not material to our consolidated financial condition and those estimated losses are not expected to have a

material impact on our results of operations.

ITEM 4.MINE SAFETY DISCLOSURES

Not applicable.

45

PART II

ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND

ISSUER PURCHASES OF EQUITY SECURITIES

Market Information for Our Common Stock

Our common stock is listed on the NYSE under the symbol “BALY.”

Stock Performance Graph

The performance graph below compares the cumulative total return on our common stock to the cumulative total return of the

Standard & Poor’s 500 Stock Index (“S&P 500”) and the Dow Jones US Gambling Index. The performance graph assumes that

$100 was invested on December 31, 2020 in each of our common stock, the S&P 500 and the Dow Jones US Gambling Index,

and that all dividends were reinvested. The stock price performance shown in this graph is neither necessarily indicative of, nor

intended to suggest, future stock price performance.

*$100 invested on 12/31/20 in stock or index, including reinvestment of dividends.

Fiscal year ending December 31.

Copyright© 2026 Standard & Poor's, a division of S&P Global. All rights reserved.

Copyright© 2026 Russell Investment Group. All rights reserved.

Dividend Policy

We do not currently intend to pay any dividends on our common stock in the foreseeable future. Any future determinations

relating to our dividend policies will be made at the discretion of our Board and will depend on conditions then existing,

including our financial condition, results of operations, contractual restrictions, capital and regulatory requirements and other

factors our Board may deem relevant.

Holders

At February 28, 2026, there were 6 holders of record of our common stock, although we believe there are a larger number of

beneficial owners of our common stock because many shares are held by brokers and other institutions on behalf of

shareholders. Standard General, our largest shareholder, beneficially owned 67.1% of our outstanding common stock as of

February 28, 2026.

46

Issuer Purchases of Equity Securities

On June 14, 2019, we announced that the Board approved a capital return program (the “Capital Return Program”) under which

we may expend a total of up to $250 million for a share repurchase program and payment of dividends. On February 10, 2020,

and October 4, 2021, the Board approved an additional $100 million and $350 million for stock repurchases and payment of

dividends, respectively. As of December 31, 2025, $95.5 million was available for use under the Capital Return Program.

Share repurchases under publicly announced programs may be effected in various ways, which could include open-market or

private repurchase transactions, accelerated share repurchase programs, tender offers or other transactions. The amount, timing

and terms of any capital transactions will be determined based on prevailing market conditions and other factors and may be

suspended or discontinued at any time. There is no fixed time period to complete the capital returns.

During the fourth quarter of 2025, the Company did not make any repurchases of equity securities.

ITEM 6.[RESERVED]

ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our

consolidated financial statements and the related notes and other financial information included elsewhere in this Annual

Report on Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual

Report on Form 10-K, including information with respect to our plans and strategy for our business, includes forward-looking

statements that involve risks and uncertainties. You should review Item 1A. “Risk Factors” and “Cautionary Note Regarding

Forward-Looking Statements” in this Annual Report on Form 10-K for a discussion of important factors that could cause

actual results to differ materially from the results described in or implied by the forward-looking statements contained in the

following discussion and analysis.

Executive Overview

Our strategic initiatives in 2025 continued to advance our transformation into a more diversified, digitally enabled, and globally

scaled gaming and entertainment company.

•Portfolio Expansion: Completed the Merger with Standard General and Queen Casino, adding four regional properties

to our Casinos & Resorts portfolio and strengthening our US market presence.

•Strategic Transformation: Completed the multi-stage combination with Intralot, creating a unified global footprint and

strengthening both our B2B and B2C capabilities.

•International Growth: Invested A$200 million for a significant economic interest in The Star, expanding our global

reach.

•Bally’s Chicago: Completed the initial public offering and private placements of Bally’s Chicago Inc. and advanced

construction of the permanent casino supported by enhanced data-driven customer engagement.

•Major Developments: Announced planned development for an integrated resort and Major League Baseball stadium at

the former Tropicana Las Vegas site and secured a New York downstate commercial casino license for our anticipated

Bally’s Bronx integrated resort.

Together, we believe these steps continue to position the Company for sustainable long-term growth across our land-based and

interactive platforms, united under a single, leading brand.

Business Development Projects

Our business development projects are summarized above in “Our Strategy and Business Developments” section above and in

Note 7 “Business Combinations” to our consolidated financial statements presented in Part II, Item 8 of this Annual Report on

Form 10-K.

47

Macroeconomic and Other Factors

Our business is subject to risks caused by global economic challenges, including those caused by public health crises such as

the COVID-19 pandemic, the impact of global and regional conflicts, rising inflation, rising interest rates and supply-chain

disruptions, that can cause economic uncertainty and volatility. These challenges can negatively impact discretionary consumer

spending and could result in a reduction in visitors to our properties, including those that stay in our hotels, or discretionary

spending by our customers on entertainment and leisure activities. In addition, inflation generally affects our business by

increasing our cost of labor. In periods of sustained inflation, it may be difficult to effectively control such increases to our

costs and retain key personnel.

Key Performance Indicators

The key performance indicator used in managing our business is consolidated Adjusted EBITDA and segment Adjusted

EBITDAR which are non-GAAP measures. Adjusted EBITDA is defined as earnings, or loss, for the Company, or where noted

its reporting segments, before, in each case, interest expense, net of interest income, provision (benefit) for income taxes,

depreciation and amortization, non-operating (income) expense, acquisition and other transaction related costs, share-based

compensation and certain other gains or losses as well as, when presented for our reporting segments, an adjustment related to

the allocation of corporate cost among segments. Segment Adjusted EBITDAR is Adjusted EBITDA (as defined above) for the

Company’s reportable segments, plus rent expense associated with triple net operating leases with GLPI for the real estate

assets used in the operation of the Bally’s casinos and the assumption of the lease for real estate and land underlying the

operations of the Bally’s Lake Tahoe property.

We use consolidated Adjusted EBITDA and segment Adjusted EBITDAR to analyze the performance of our business and they

are used as determining factors for performance-based compensation for members of our management team. We use

consolidated Adjusted EBITDA and segment Adjusted EBITDAR when evaluating operating performance because we believe

that the inclusion or exclusion of certain recurring and non-recurring items is necessary to provide a more fulsome

understanding of our core operating results and as a means to evaluate period-to-period performance. Also, we present

consolidated Adjusted EBITDA and segment Adjusted EBITDAR because they are used by some investors and creditors as

indicators of the strength and performance of ongoing business operations, including our ability to service debt, and to fund

capital expenditures, acquisitions and operations. These calculations are commonly used as a basis for investors, analysts and

credit rating agencies to evaluate and compare operating performance and value companies within our industry. Consolidated

Adjusted EBITDA and segment Adjusted EBITDAR information is presented because management believes that they are

commonly used measures of performance in the gaming industry and that they are considered by many to be key indicators of

our operating results.

Consolidated Adjusted EBITDAR is used outside of our financial statements solely as a valuation metric. Consolidated

Adjusted EBITDAR is defined as consolidated Adjusted EBITDA plus rent expense associated with triple net operating leases.

Consolidated Adjusted EBITDAR is an additional metric used by analysts in valuing gaming companies subject to triple net

leases since it eliminates the effects of variability in leasing methods and capital structures. This metric is included as

supplemental disclosure because (i) we believe Consolidated Adjusted EBITDAR is used by gaming operator analysts and

investors to determine the equity value of gaming operators and (ii) financial analysts refer to Consolidated Adjusted

EBITDAR when valuing our business. We believe Consolidated Adjusted EBITDAR is useful for equity valuation purposes

because (i) its calculation isolates the effects of financing real estate, and (ii) using a multiple of Consolidated Adjusted

EBITDAR to calculate enterprise value allows for an adjustment to the balance sheet to recognize estimated liabilities arising

from operating leases related to real estate.

Consolidated Adjusted EBITDA and segment Adjusted EBITDAR should not be construed as alternatives to net income, the

most directly comparable GAAP measure, as indicators of our performance. In addition, consolidated Adjusted EBITDA and

segment Adjusted EBITDAR as used by us may not be defined in the same manner as other companies in our industry, and, as

a result, may not be comparable to similarly titled non-GAAP financial measures of other companies. Consolidated Adjusted

EBITDAR should not be viewed as a measure of overall operating performance or considered in isolation or as an alternative to

net income, because it excludes the rent expense associated with our triple net operating leases with GLPI and the lease for real

estate and land underlying the operations of the Bally’s Lake Tahoe property.

48

Results of Operations

The following table presents, for the periods indicated, certain revenue and income items:

	Successor			Predecessor
	Period from February 8, 2025 to December 31, 2025			Period from January 1, 2025 to February 7, 2025		Year Ended December 31, 2024
(In millions)
Total revenue	$2,436.2			$220.5		$2,450.5
Loss from operations	(277.7)			(20.8)		(258.3)
Net loss	(665.5)			(51.0)		(567.8)

The following table presents, for the periods indicated, certain income and expense items expressed as a percentage of total

revenue:

	Successor			Predecessor
	Period from February 8, 2025 to December 31, 2025			Period from January 1, 2025 to February 7, 2025		Year Ended December 31, 2024
Total revenue		100.0%					100.0%		100.0%
Gaming and non-gaming expenses	45.0%			47.4%		45.8%
General and administrative	47.0%			51.9%		42.6%
Gain on sale-leaseback, net	—%			—%		(3.5)%
Impairment charges	7.5%			—%		10.2%
Depreciation and amortization	12.0%			10.1%		15.5%
Total operating costs and expenses	111.4%			109.4%		110.5%
Loss from operations	(11.4)%			(9.4)%		(10.5)%
Other (expense) income:
Interest expense, net	(15.0)%			(12.3)%		(11.8)%
Other non-operating income (expense), net	1.0%			(1.1)%		(0.2)%
Total other expense, net	(14.0)%			(13.4)%		(12.0)%
Loss before income taxes	(25.4)%			(22.8)%		(22.5)%
Provision for income taxes	2.0%			0.3%		0.6%
Net loss	(27.3)%			(23.1)%		(23.2)%

__________________________________

Note: Amounts in table may not subtotal due to rounding.

Segment Information

During the first quarter of 2025, the Company moved a component of the North America Interactive operating segment into a

separate operating segment, which is reported in the Corporate & Other category. In the fourth quarter of 2025, the Company

further updated its operating and reportable segments in connection with the Intralot Transaction. These changes were made to

better align with the Company’s strategic growth initiatives and how its chief operating decision maker evaluates performance

and allocation resource. As a result, the Company determined it has four operating and reportable segments: Casinos & Resorts,

Bally's Intralot B2B, Bally's Intralot B2C and North America Interactive. Prior period reportable segment results and related

disclosures have been conformed to reflect the Company’s current reportable segments. Refer to “Our Operating Structure” in

Part I, Item 1 “Business” of this Annual Report on Form 10-K and Note 20 “Segment Reporting” to our consolidated financial

statements presented in Part II, Item 8 of this Annual Report on Form 10-K for additional information on our segment reporting

structure.

The following table sets forth certain financial information associated with results of operations. Non-gaming revenue includes

hotel, food and beverage, technology services, licensing and retail, entertainment and other revenue. Non-gaming expenses

include hotel, food and beverage, technology services, licensing and retail, entertainment and other expenses.

49

	Successor			Predecessor
	Period from February 8, 2025 to December 31, 2025			Period from January 1, 2025 to February 7, 2025		Year Ended December 31, 2024
(In thousands, except percentages)
Revenue:
Gaming
Casinos & Resorts	$1,072,888			$95,984		$1,008,361
Bally's Intralot B2B	—			—		—
Bally's Intralot B2C	749,651			74,849		893,756
North America Interactive	166,915			14,934		149,551
Corporate & Other	—			—		—
Total Gaming revenue	1,989,454			185,767		2,051,668
Non-gaming
Casinos & Resorts	309,550			28,315		354,752
Bally's Intralot B2B	97,354			3,720		6,861
Bally's Intralot B2C	3,345			416		8,876
North America Interactive	29,395			2,007		20,766
Corporate & Other	7,091			273		7,555
Total Non-gaming revenue	446,735			34,731		398,810
Total revenue	$2,436,189			$220,498		$2,450,478
Operating costs and expenses:
Gaming
Casinos & Resorts	$408,089			$37,637		$380,019
Bally's Intralot B2B	—			—		—
Bally's Intralot B2C	326,024			33,335		403,949
North America Interactive	150,518			17,022		150,095
Corporate & Other	—			—		—
Total Gaming expenses	884,631			87,994		934,063
Non-gaming
Casinos & Resorts	161,008			16,240		174,228
Bally's Intralot B2B	36,056			—		—
Bally's Intralot B2C	1,178			16		5,608
North America Interactive	11,899			68		1,385
Corporate & Other	564			202		7,867
Total Non-gaming expenses	210,705			16,526		189,088
General and administrative
Casinos & Resorts	740,738			75,197		791,316
Bally's Intralot B2B	48,261			—		—
Bally's Intralot B2C	196,773			16,834		198,560
North America Interactive	42,076			5,637		54,244
Corporate & Other	115,969			16,733		(634)
Total General and administrative	$1,143,817			$114,401		$1,043,486
Margins:
Gaming expenses as a percentage of Gaming revenue	44%			47%		46%
Non-gaming expenses as a percentage of Non-gaming revenue	47%			48%		47%
General and administrative as a percentage of Total revenue	47%			52%		43%

50

The predecessor period from January 1, 2025 to February 7, 2025 and successor period from February 8, 2025 to

December 31, 2025, compared to the year ended December 31, 2024.

Total revenue

Our total revenue consisted of the following:

	Successor			Predecessor
(in thousands)	Period from February 8, 2025 to December 31, 2025			Period from January 1, 2025 to February 7, 2025		Year Ended December 31, 2024
Gaming	$1,989,454			$185,767		$2,051,668
Hotel	119,409			11,006		148,693
Food and beverage	125,877			11,304		135,213
Technology Services	64,369			—		—
Licensing	20,880			3,720		6,861
Retail, entertainment and other	116,200			8,701		108,043
Total revenue	$2,436,189			$220,498		$2,450,478

Total revenue for the Predecessor period from January 1, 2025 to February 7, 2025 and the Successor period from February 8,

2025 to December 31, 2025 increased 8.4%, from $2.5 billion for the year ended December 31, 2024 (Predecessor). Increases

in total revenue from the year ended December 31, 2024 are primarily driven by the revenue additions from Queen, beginning

on February 8, 2025, and the Intralot entities, beginning October 8, 2025, contributing $216.0 million and $98.2 million,

respectively, to the Successor period from February 8, 2025 to December 31, 2025. These increases were partially offset by a

$170.1 million decrease in revenue from our previous markets associated with the sale of the Carved-Out Business in the fourth

quarter of 2024.

Gaming and non-gaming expenses

During the Predecessor period from January 1, 2025 to February 7, 2025 and the Successor period from February 8, 2025 to

December 31, 2025, gaming and non-gaming expenses grew proportionally relative to total revenue. The expenses for the year

ended December 31, 2024 (Predecessor) amounted to $1.1 billion. This growth in expense compared to the prior year is

primarily due to the changes in revenue year over year.

General and administrative

General and administrative expense for the Predecessor period from January 1, 2025 to February 7, 2025 and the Successor

period from February 8, 2025 to December 31, 2025 compared to the year ended December 31, 2024 (Predecessor), increased

20.6% or $214.7 million, from $1.0 billion. These increases in the year to date comparable periods were mainly attributable to

additional costs for the Queen properties and Intralot entities of $91.7 million and $54.6 million, respectively, costs incurred in

connection with the Merger Agreement and Intralot Transaction of $33.9 million and $40.5 million, respectively, and a $17.1

million provision for credit loss on long-term note receivable related to the Carved-Out Business. These increases were partially

offset by the Loss on disposal of business of $27.8 million recorded in the prior year related to the sale of the Carved-Out

Business in the fourth quarter of 2024.

Impairment charges

In the Successor period from February 8, 2025 to December 31, 2025, we recorded total impairment charges of $181.6 million

which included $109.1 million and $72.5 million impairment charges in the Bally's Intralot B2B segment related to its

intangible assets and goodwill, respectively, due to declining projected cash flows within its licensing business.

Depreciation and amortization

Depreciation and amortization expense for the Predecessor period from January 1, 2025 to February 7, 2025 and the Successor

period from February 8, 2025 to December 31, 2025 decreased $64.1 million from $379.5 million compared to the Predecessor

year ended December 31, 2024. Changes year over year are primarily due to the closure of our Tropicana Las Vegas property in

the first quarter of 2024, which caused the Company to record $80.1 million of accelerated depreciation in the prior year,

partially offset by a $22.8 million increase in expense from the Intralot entities in the fourth quarter of 2025.

51

Loss from operations

Loss from operations for the Predecessor period from January 1, 2025 to February 7, 2025 and the Successor period from

February 8, 2025 to December 31, 2025 increased $40.1 million compared to the Predecessor year ended December 31, 2024.

These increased losses were primarily due to the incremental increase in Merger and Acquisition and integration costs of $106.1

million, partially offset by the decrease in impairment charges of $67.3 million.

Other (expense) income

Total Other expense, net for the Predecessor period from January 1, 2025 to February 7, 2025 and the Successor period from

February 8, 2025 to December 31, 2025 increased $75.7 million compared to the Predecessor year ended December 31, 2024.

These increases were primarily due to the $93.1 million loss on debt extinguishment recorded in the Successor period from

February 8, 2025 to December 31, 2025, increased interest expense from to higher borrowings and related interest rates year-

over-year and increased foreign exchange losses, partially offset by increased fair value gains of $219.0 million recorded in the

Successor period on the Company’s fair value option assets.

Provision for income taxes

The Company recorded a provision for income taxes of $47.6 million, $0.7 million, and $15.3 million during the period from

February 8, 2025 to December 31, 2025 (Successor), period from January 1, 2025 to February 7, 2025 (Predecessor), and the

year ended December 31, 2024 (Predecessor), respectively. The effective tax rate was (7.70)%, (1.32)%, and (2.76)%,

respectively, for these same periods. The effective tax rates during the successor periods in the 2025 calendar year differed from

the US federal statutory rate of 21%, creating a provision for income tax on the Company’s Loss before income taxes, largely

due to an increase in the valuation allowance and the negative rate differential driven by the increased impairment charges

within our foreign entities.

Net loss and loss per share

Net loss for the Predecessor period from January 1, 2025 to February 7, 2025 and the Successor period from February 8, 2025

to December 31, 2025 was $51.0 million and $650.1 million, respectively. Net loss for the Predecessor year ended December

31, 2024 was $567.8 million. These changes were all primarily attributable to the factors noted above.

52

Adjusted EBITDA and Adjusted EBITDAR by Segment

The following table presents segment Adjusted EBITDAR, which is our reportable segment GAAP measure and our primary

measure for profit or loss for our reportable segments, and reconciles Adjusted EBITDAR on a consolidated basis to net loss.

The Other category is included in the following tables in order to reconcile the segment information to the Company’s

consolidated financial statements.

	Successor			Predecessor
	Period from February 8, 2025 to December 31, 2025			Period from January 1, 2025 to February 7, 2025		Year Ended December 31, 2024
(in thousands)
Adjusted EBITDAR:
Casinos & Resorts	$370,774			$23,554		$370,518
Bally's Intralot B2B	34,769			3,720		6,861
Bally's Intralot B2C	297,788			25,220		329,599
North America Interactive	(5,007)			(5,661)		(27,498)
Corporate & Other	(61,087)			(6,774)		(64,950)
Total	637,237			40,059		614,530
Rent expense associated with triple net operating leases(1)	(159,228)			(15,669)		(118,919)
Adjusted EBITDA	478,009			24,390		495,611
Interest expense, net of interest income	(365,233)			(27,229)		(289,629)
(Benefit) provision for income taxes	(47,564)			(664)		(15,252)
Depreciation and amortization	(293,118)			(22,343)		(379,544)
Non-operating expense, net(2)	50,041			(3,525)		(25,608)
Foreign exchange (gain) loss	(34,768)			194		10,271
Transaction costs(3)	(100,488)			(5,106)		(41,060)
Restructuring charges(4)	—			—		(17,921)
Tropicana Las Vegas demolition and closure costs(5)	(28,332)			(2,605)		(59,838)
Share-based compensation	(31,111)			(1,954)		(14,752)
Gain on sale-leaseback, net(6)	—			—		86,254
Loss on disposal of business(7)	—			—		(27,796)
Impairment charges(8)	(181,620)			—		(248,879)
Merger Agreement and Intralot Transaction costs(9)	(63,161)			(11,233)		(14,808)
Payment Service Provider write-off(10)	—			—		(6,333)
Other(11)	(48,194)			(949)		(18,470)
Net loss	$(665,539)			$(51,024)		$(567,754)

__________________________________

(1)Consists of the operating lease components contained within our triple net leases with GLPI for the real estate assets used in the operations of certain

Casinos & Resorts properties, and the triple net lease associated with the real estate and land underlying the operations of the Bally’s Lake Tahoe facility.

(2)Non-operating expense, net includes: (i) change in value of performance warrants, (ii) loss on extinguishment of debt, (iii) non-operating items of equity

method investments and fair value option assets, and (iv) other (income) expense, net.

(3)Includes acquisition, integration and other transaction related costs, as well as financing costs incurred in connection with the Company's sale lease-back

transactions. 

(4)Restructuring charges representing the severance and employee related benefits related to the announced Interactive business restructuring initiatives and

the closure of the Company’s Tropicana Las Vegas property on April 2, 2024 (Predecessor).

(5)Demolition and closure costs associated with the Tropicana Las Vegas property which is part of the plan to redevelop the site with a state-of-the-art

integrated resort and ballpark. As part of the binding term sheet, GLPI has reimbursed the Company for its demolition expenses and had increased rent to

reflect the additional funding.

(6)Gain on sale-leaseback, net is related to Bally’s Kansas City, Bally’s Shreveport and the Company’s Bally’s Chicago project during the year ended

December 31, 2024 (Predecessor).

(7)Loss on disposal of business of $27.8 million recorded in 2024 (Predecessor) related to the sale of its interactive business in Asia and certain other

international markets in its Bally's Intralot B2C reportable segment in the fourth quarter of 2024 (Predecessor).

53

(8)Impairment charges in the Successor period from February 8, 2025 to December 31, 2025 includes $109.1 million and $72.5 million impairment charges

in the Bally's Intralot B2B segment related to its intangible assets and goodwill, respectively. Impairment charges for 2024 includes $125.9 million and

$71.6 million impairment charges in the Bally's Intralot B2B segment related to its intangible assets and goodwill, respectively, $12.8 million impairment

charges in the Bally's Intralot B2C segment related to certain other long-lived assets, as well as $38.6 million of impairment charges on gaming licenses in

connection with our Casinos & Resorts reportable segment.

(9)Costs incurred in connection with the Company’s Merger with Standard General and Intralot Transaction

(10)In the third quarter of 2024 (Predecessor), the Company recorded a $6.3 million charge to reduce amounts due from payment service providers (“PSP”)

due to a circumstance whereby the payment processer for certain online sports wagering deposits failed to capture and settle funds with patrons of the

Company. The Company was not able to recover the full amount due from the payment service provider, resulting in a write down to the recoverable

amount. In addition to amounts recovered, the Company received $5.1 million from the PSP as a signing bonus for entering into an extension agreement.

(11)Other includes the following items in the Successor period from February 8, 2025 to December 31, 2025: (i) a provision for credit loss of $17.1 million

related on the term loan receivable related to the sale of the Carved-Out Business in 2024, (ii) reorganization costs in connection with the Merger, Intralot

acquisition and other restructuring initiatives of $15.3 million, (iii) Oracle ERP non-capitalizable implementation costs of $8.5 million, and (iv) other

individually de minimis expenses. Other includes non-routine, individually de minimis, expenses in the Predecessor period from January 1, 2025 to

February 7, 2025. For the year ended December 31, 2024, other includes: (i) non-routine legal expenses, contract termination charges, and settlement

costs for matters outside the normal course of business, (ii) storm related insurance and business interruption recoveries, and (iii) other individually de

minimis expenses.

Liquidity and Capital Resources

Overview

We are a holding company. Our ability to fund our obligations depends on existing cash on hand, cash flow from our

subsidiaries and our ability to raise capital. Our primary sources of liquidity and capital resources have been cash on hand, cash

flow from operations, borrowings under our Revolving Credit Facility (as defined herein) and proceeds from the issuance of

debt and equity securities. We assess liquidity in terms of the ability to generate cash or obtain financing in order to fund

operating, investing and debt service requirements. Our primary ongoing cash requirements include the funding of operations,

capital expenditures, acquisitions and other investments in line with our business strategy and debt repayment obligations and

interest payments. Our strategy has been to maintain moderate leverage and substantial capital resources in order to take

advantage of opportunities, to invest in our businesses and acquire properties at what we believe to be attractive valuations. As

such, we have continued to invest in our land-based casino business and build on our interactive/iGaming business. We believe

that existing cash balances, operating cash flows and availability under our Revolving Credit Facility, as explained below, will

be sufficient to meet funding needs for operating, capital expenditure and debt service purposes.

Cash Flows Summary

	Successor			Predecessor
	Period from February 8, 2025 to December 31, 2025			Period from January 1, 2025 to February 7, 2025		Year Ended December 31, 2024
(In thousands)
Net cash (used in) provided by operating activities	$(11,014)			$(80,186)		$113,999
Net cash provided by (used in) investing activities	1,842,289			(17,697)		97,835
Net cash (used in) provided by financing activities	(1,141,191)			97,988		(287,840)
Effect of foreign currency on cash and cash equivalents	(14,300)			(457)		(8,002)
Net change in cash and cash equivalents and restricted cash	675,784			(352)		(84,008)
Cash and cash equivalents and restricted cash, beginning of period	230,902			231,254		315,262
Cash and cash equivalents and restricted cash, end of period	$906,686			$230,902		$231,254

54

Operating Activities

Net cash used in operating activities for the Predecessor period from January 1, 2025 to February 7, 2025 and the Successor

period from February 8, 2025 to December 31, 2025 was $91.2 million compared to $114.0 million net cash provided by

operating activities for the year ended December 31, 2024 (Predecessor). The increase in cash used was primarily driven by

increased net losses in the Successor period from February 8, 2025 to December 31, 2025 and the predecessor period from

January 1, 2025 to February 7, 2025 of $148.8 million, coupled with the changes in working capital.

Investing Activities

Net cash provided by investing activities for the Successor period from February 8, 2025 to December 31, 2025 of $1.8 billion

and cash used in investing for the Predecessor period from January 1, 2025 to February 7, 2025 of $17.7 million, compared to

$97.8 million of cash used in investing for the Year Ended December 31, 2024 (Predecessor) was driven primarily by net cash

acquired from acquisitions of $2.1 billion, offset by cash paid for the Star Investment of $127.6 million and capital expenditures

of $167.9 million.

Financing Activities

Net cash used in financing activities for the Successor period from February 8, 2025 to December 31, 2025 of $1.1 billion and

cash provided by financing for the Predecessor period from January 1, 2025 to February 7, 2025 of $98.0 million, compared to

$287.8 million of cash used in financing for the Year Ended December 31, 2024 (Predecessor) was driven primarily by

repayments of long term debt of $1.9 billion and share repurchases of $416.2 million, offset by issuances of long term debt of

$1.3 billion

Capital Return Program

As of December 31, 2025 (Successor), there was $95.5 million available for use under the Capital Return Program, subject to

limitations in our regulatory and debt agreements. Future share repurchases may be effected in various ways, which could

include open-market or private repurchase transactions, accelerated stock repurchase programs, tender offers or other

transactions. The amount, timing and terms of any return of capital transaction will be determined based on prevailing market

conditions and other factors. There is no fixed time period to complete share repurchases.

We did not pay cash dividends during the period from February 8, 2025 to December 31, 2025 (Successor) or period from

January 1, 2025 to February 7, 2025 (Predecessor), nor do we currently intend to pay any dividends on our common stock in the

foreseeable future. Any future determinations relating to our dividend policies will be made at the discretion of our Board and

will depend on conditions then existing, including our financial condition, results of operations, contractual restrictions, capital

and regulatory requirements and other factors our Board may deem relevant.

Debt and Lease Obligations

Unsecured Notes

On August 20, 2021, we issued $750.0 million aggregate principal amount of 5.625% senior notes due 2029 and $750.0 million

aggregate principal amount of 5.875% senior notes due 2031. On October 1, 2021, upon the closing of the Gamesys acquisition,

we assumed the issuer’s obligation under the unsecured notes.

The indenture contains covenants that limit the ability of the Company and its restricted subsidiaries to, among other things, (i)

incur additional indebtedness, (ii) pay dividends on or make distributions in respect of capital stock or make certain other

restricted payments or investments, (iii) enter into certain transactions with affiliates, (iv) sell or otherwise dispose of assets, (v)

create or incur liens and (vi) merge, consolidate or sell all or substantially all of the Company’s assets. These covenants are

subject to exceptions and qualifications set forth in the indenture.

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2028 Notes

In connection with the closing of the Merger on February 7, 2025, we entered into a note purchase agreement and issued $500

million in aggregate principal amount of first lien senior secured notes due October 2, 2028, at an annual interest rate of 11%,

payable quarterly (the “2028 Notes”). These notes were guaranteed by the same restricted subsidiaries that guarantee the credit

facilities under the Credit Agreement (as defined below) and secured by the same collateral securing the credit facilities under

the Credit Agreement. The note purchase agreement mandated redemption offers in certain situations, such as asset sales and

unpermitted debt issuances, with specific redemption premiums applicable within the first two years. After two years, notes can

be redeemed at par. The note purchase agreement also included covenants limiting, among other things additional indebtedness,

dividend payments, asset sales, investments, and liens, subject to certain exceptions and qualifications. In October 2025, the

Company paid down the entire $500 million outstanding on its 2028 Notes as further described below.

Credit Facility

On October 1, 2021, the Company and certain of its subsidiaries entered into a credit agreement (the “Credit Agreement”) with

Deutsche Bank AG New York Branch, as administrative agent (in such capacity, the “Administrative Agent”) and collateral

agent (in such capacity, the “Collateral Agent”), and the other lenders party thereto, providing for a senior secured term loan

facility in an initial aggregate principal amount of $1.945 billion (the “Term Loan Facility”), which was scheduled to mature in

2028, and a senior secured revolving credit facility in an initial aggregate principal amount of $620.0 million (the “Revolving

Credit Facility”), which had an initial maturity date in 2026.

In September 2025, the Company executed a Third Amendment to the Credit Agreement (“Amendment No. 3” and the Credit

Agreement, as so amended, the “Amended Credit Agreement”), by and among the Company, the subsidiaries of the Company

party thereto as guarantors, the lenders party thereto, the Administrative Agent and the Collateral agent, and an Incremental

Joinder Agreement (the “Incremental Joinder Agreement”) with Jefferies Finance LLC and the Administrative Agent. The

Incremental Joinder Agreement increased the available commitments under the Revolving Credit Facility by $50 million to

$670 million. Amendment No. 3 and the Incremental Joinder Agreement collectively extended the maturity date of a portion of

the Revolving Credit Facility and updated certain covenants and pricing provisions for the Revolving Credit Facility.

Following the effectiveness of Amendment No. 3 and the Incremental Joinder Agreement which occurred on January 6, 2026, a

portion of the Revolving Credit Facility will mature in 2028, while the remaining portion will continue to mature on its

originally scheduled maturity date in 2026.  Amendment No. 3 and the Amended Credit Agreement also provide for reductions

in revolving commitments and related prepayments if specified transactions are completed. The Revolving Credit Facility will

continue to bear interest, at the Company’s option, at a SOFR-based or base-rate benchmark plus an applicable margin

determined by the Company’s consolidated total-leverage ratio. The credit facilities under the Amended Credit Agreement

continue to be guaranteed by the Company’s restricted subsidiaries (subject to customary exceptions) and secured by a first-

priority lien on substantially all of the assets of the Company and such guarantors. Amendment No. 3 also refined the financial

maintenance covenant applicable to the revolving lenders and reduced the utilization threshold at which the covenant becomes

effective to 25%.

The Amended Credit Agreement allows the Company to increase the size of the Term Loan Facility or request one or more

incremental term loan facilities or increase commitments under the Revolving Credit Facility or add one or more incremental

revolving facilities in an aggregate amount not to exceed the greater of $325 million and 50% of the Company’s consolidated

EBITDA for the most recent four-quarter period plus or minus certain amounts as specified in the Amended Credit Agreement,

including an unlimited amount subject to compliance with specified financial ratios.

The Amended Credit Agreement contains covenants that limit the ability of the Company and its restricted subsidiaries to,

among other things, incur additional indebtedness, pay dividends or make certain other restricted payments, sell assets, make

certain investments, and grant liens. These covenants are subject to exceptions and qualifications set forth in the Amended

Credit Agreement. The Revolving Credit Facility also includes certain financial covenants the Company is required to maintain

throughout the term of the Revolving Credit Facility. These financial covenants include a provision whereby, in the event

borrowings under the Revolving Credit Facility exceed 25% of the total revolving commitment, the Company is required to

maintain a first lien secured indebtedness to Adjusted EBITDA ratio of 4.00 to 1.00. As of December 31, 2025 (Successor), the

Company was in compliance with all applicable covenants as in effect as of such date.

With proceeds from the Transaction Agreement, the Company paid down $500.0 million of its secured indebtedness, applied

pro rata across its 2028 Notes and Term Loan Facility. Subsequently, the Company satisfied the remaining principal balance of

its 2028 Notes with an additional payment of $395.0 million, and incurred and paid a make-whole payment pursuant to the note

purchase agreement. Additionally, the Company repaid all outstanding amounts under the Revolving Credit Facility.

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The Company is a party to certain currency swaps which synthetically convert $500 million of its Term Loan Facility to an

equivalent fixed-rate Euro-denominated instrument, due October 2028, with a weighted average fixed interest rate of

approximately 6.69% per annum. The Company is also a party to additional currency swaps to synthetically convert $200

million, notional, of its floating rate Term Loan Facility, to an equivalent GBP-denominated floating rate instrument, due

October 2026. Additionally, as part of the Company’s risk management program to manage its overall interest rate exposure,

the Company has entered into a series of interest rate contracts in a notional aggregate amount of $1.00 billion, to further

manage the Company’s exposure to interest rate movements associated with the Company’s variable rate Term Loan Facility

through its synthetic conversion to fixed rate debt. The tenor of these contracts were matched with the maturity of the Term

Loan Facility tranche maturing on October 1, 2028.

Intralot Greek Retail Bond

On February 27, 2024, Intralot established a common bond loan program (the “Intralot Greek Retail Bond”) for the issuance of

up to €130.0 million aggregate principal amount of bonds, with a minimum issuance of €120.0 million The bonds admitted to

trading on the Fixed Income Securities category of the Regulated Market of the Athens Stock Exchange. As of December 31,

2025 (Successor), €130.0 million aggregate principal amount ($152.7 million) was outstanding under the Intralot Greek Retail

Bond.

The bonds bear interest at a fixed annual percentage of 6.00% per annum, which will remain fixed throughout the duration of

the bond loan. The interest is payable semi-annually. The Intralot Greek Retail Bond matures February 27, 2029, at which time

the Intralot is obliged to repay the principal in full, together with outstanding accrued interest and any other amounts payable.

The Intralot Greek Retail Bond is an unsecured obligation of Intralot, with the benefit of a first-priority pledge over a

designated bond loan collateral account. The bonds rank pari passu with the claims of all other unsecured creditors of Intralot,

with the exception of claims that have a statutory privilege. The Intralot Greek Retail Bond is not guaranteed by any of

Intralot’s subsidiaries.

Intralot may not redeem the bonds prior to the expiration of the second interest period following the issue date. Thereafter,

Intralot may redeem all or a portion of the bonds, subject to a minimum redemption amount of €15.0 million and a requirement

that at least €50.0 million in aggregate principal amount remain outstanding after any partial redemption. Early redemption is

subject to the payment of applicable premiums.

In the event of a change of control each bondholder has the right to require Intralot to repurchase of part or all of such

bondholder’s bonds at a price equal to 101% of the nominal value, plus accrued and unpaid interest and any additional amounts.

Intralot Greek Senior Facilities Agreement

On October 3, 2025, Intralot Capital Luxembourg S.A. (“Intralot Capital”), a wholly owned subsidiary of Intralot, entered into a

Senior Facilities Agreement (the “Intralot Greek Term Loan”) with Alpha Bank S.A., Optima Bank S.A., Piraeus Bank S.A.,

CrediaBank S.A. and other parties, providing for an amortizing euro-denominated term loan facility in an aggregate amount up

to €270.0 million of which Intralot has drawn €200.0 million as of December 31, 2025 (Successor).

The Intralot Greek Term Loan bears interest at a rate equal to 7.0% per annum. Interest periods may be selected in accordance

with the agreement terms. The Intralot Greek Term Loan requires semi-annual principal repayments plus accrued interest

through the maturity date of October 8, 2029.

The Intralot Greek Term Loan is secured on a pari passu basis with other senior secured indebtedness, subject to an

intercreditor agreement.

Intralot British Pound Term Loan

On September 18, 2025, Intralot Capital entered into a Senior Facilities Agreement (the “Intralot British Term Loan”) with

various lenders and agents, providing for a settling-denominated term loan facility in an aggregate principal amount of

£400.0 million. As of December 31, 2025 (Successor), £400.0 million ($538.7 million) was outstanding under the Intralot

British Term Loan.

The Intralot British Term Loan bears interest at a rate equal to SONIA (Sterling Overnight Index Average) plus a margin of

5.5%. Interest periods may be one, three, or six months, or such other periods as agreed among the parties. The Borrower pays

accrued interest on the last day of each interest period.

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The Intralot British Term Loan is secured by first-ranking security interests, including pledges over shares in the obligors and

material subsidiaries and, in certain jurisdictions, security over substantially all assets of the obligors. The Intralot British Term

Loan matures on October 8, 2031.

Intralot Fixed and Floating Interest Rate Bonds

On September 30, 2025, Intralot Capital issued €600.0 million aggregate principal amount of 6.750% Senior Secured Fixed

Rate Notes due 2031 (the “Intralot Fixed Rate Notes”) and €300.0 million aggregate principal amount of Senior Secured

Floating Rate Notes due 2031 (the “Intralot Floating Rate Notes” and, together with the Intralot Fixed Rate Notes, the “Intralot

Notes”), pursuant to an indenture dated September 30, 2025 (the “Intralot Indenture”) among Intralot Capital, Intralot as

guarantor, and The Law Debenture Trust Corporation p.l.c., as trustee. As of December 31, 2025 (Successor), the full

€900.0 million aggregate principal amount ($1.1 billion) of the Intralot Notes was outstanding.

The Intralot Fixed Rate Notes bear interest at a fixed rate of 6.750% per annum, payable semi-annually on April 15 and October

15 of each year, commencing on April 15, 2026. The Intralot Floating Rate Notes bear interest at a rate per annum, reset

quarterly, equal to three-month EURIBOR (subject to a 0% floor) plus 4.500%, payable quarterly on February 28, May 31,

August 31 and November 30 in each year, commencing on February 28, 2026. The Intralot Notes mature on October 15, 2031.

The Intralot Notes are senior secured obligations of Intralot Capital, secured by first-ranking security interests (to the extent

legally possible) over the share of obligors and material subsidiaries, structural intercompany receivables, and to the extent

customary in the applicable jurisdiction, substantially all assets of the obligors. Enforcement of security is subject to an

intercreditor agreement, and the Intralot Notes may share collateral on a pari passu or junior basis with other permitted

indebtedness as described in the Intralot Indenture.

The Intralot Notes are unconditionally guaranteed, jointly and severally, by Intralot and future guarantors that are required to

become a guarantor under the Intralot Indenture. The guarantees are subject to customary limitations under applicable law.

The Intralot Fixed Rate Notes may be redeemed at the option of Intralot Capital, in whole or in part, at any time on or after

October 15, 2027, at determined redemption prices over time, plus accrued and unpaid interest. Prior to October 15, 2027,

Intralot Capital may redeem the Intralot Fixed Rate Notes at a premium, which is the greater of (a) 1% of the outstanding

principal amount and (b) the present value of the redemption price at October 15, 2027 plus all required interest payments

through that date, computed using a discount rate equal to the Bund Rate plus 0.005 basis points, over the outstanding principal

amount.

The Intralot Floating Rate Notes may be redeemed at the option of Intralot Capital at any time on or after October 15, 2026, at a

redemption price equal to 100.0% of the principal amount redeemed plus accrued and unpaid interest.

In addition, prior to October 15, 2027 (in the case of Intralot Fixed Rate Notes) or October 15, 2026 (in the case of Intralot

Floating Rate Notes), Intralot Capital may redeem up to 40% of the aggregate principal amount of the Intralot Notes with the

net cash proceeds of certain equity offerings at a redemption price equal to 106.750% (in the case of Intralot Fixed Rate Notes)

of the principal amount plus accrued and unpaid interest, subject to certain conditions, including that at least 50% of the original

aggregate principal amount of the Intralot Notes must remain outstanding immediately after each such redemption.

The Intralot Notes are not convertible into equity securities of Intralot Capital or any other entity.

Intralot Super Senior Revolving Credit Facility

On October 3, 2025, Intralot Capital entered into a Super Senior Revolving Credit Facility Agreement (the “Intralot RCF

Agreement”) with various lenders and agents, providing for revolving credit commitments in an aggregate principal amount

equal to the greater of €190.0 million and 40.0% of Intralot’s four-quarter consolidated EBITDA. The facility may be utilized

by way of revolving loans, letters of credit, or ancillary facilities. The minimum utilization amount is €0.5 million for euro-

denominated borrowings.

The Intralot RCF Agreement initially bears interest at the applicable reference rate plus a margin of 4.50% per annum, subject

to future leverage-based adjustments ranging from 4.75% to 3.75% based on Intralot’s senior secured net leverage ratio.

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Intralot Capital pays a commitment fee equal to 30% of the applicable margin on unused commitments, payable quarterly in

arrears. Letter of credit fees are equal to the applicable margin for revolving loans, plus a fronting fee of 0.125% per annum.

The facility matures on July 1, 2030.

New Term Loan Facility

On February 11, 2026, the Company entered into a new $1.1 billion term loan credit facility due 2031 (the “Term Loans”). The

Term Loans were provided by funds managed by Ares Management Credit, King Street Capital Management, and TPG Credit.

The Term Loans are secured by substantially all material assets of the Company and its wholly owned subsidiaries, subject to

customary exceptions and exclusions.

Term Loan Facility and Revolving Credit Facility Repayments

On February 11, 2026, the Company repaid in full the outstanding balance under its Term Loan Facility, resulting in cash

payments of $1.48 billion. Additionally, in February 2026, the Company paid down $448.0 million of amounts outstanding

under its Revolving Credit Facility, which had been drawn in January 2026 to fund the New York gaming license fee. In

accordance with Amendment No. 3, following the closing of the Bally’s Twin River sale-leaseback, the Company’s

commitments under its Revolving Credit Facility were reduced by 22.5%.

Refer to Note 14 “Long-Term Debt” in Item 8 of this Annual Report on Form 10-K for further information.

Operating leases

The Company is committed under various operating lease agreements for real estate and property used in operations. Minimum

rent payable under operating leases was $3.41 billion as of December 31, 2025 (Successor), of which $236.9 million is due

within the next twelve months. Refer to Note 15 “Leases” in Item 8 of this Annual Report on Form 10-K for further

information.

GLPI leases

As of December 31, 2025 (Successor), the Company leases certain properties from GLPI under two separate master lease

agreements, the “Master Lease,” and the “Master Lease No. 2.” The Company’s Bally’s Evansville, Bally’s Dover, Bally’s

Quad Cities, Bally’s Black Hawk, Bally’s Tiverton and Hard Rock Biloxi properties are leased under the terms of the “Master

Lease” which requires combined initial minimum annual payments of $101.5 million. The Company’s Bally’s Kansas City and

Bally’s Shreveport properties are leased under the terms of the “Master Lease No. 2” which requires combined initial minimum

annual payments of $32.2 million. Both leases have an initial term of 15 years and include four, five-year options to renew and

are subject to a minimum 1% annual escalation or greater escalation dependent on the consumer price index (“CPI”).

Following the Merger, the Company also has a master lease agreement through Queen with GLPI, the “Queen Master Lease”,

with The Queen Baton Rouge, Bally's Baton Rouge Casino and Hotel, Casino Queen Marquette and DraftKings at Casino

Queen properties originally being leased under the terms of the Queen Master Lease, which required combined initial minimum

annual payments of $31.7 million. The Queen Master Lease has an initial term of 15 years and includes four, five-year options

to renew and is subject to annual escalation. Effective July 1, 2025, the DraftKings at Casino Queen and The Queen Baton

Rouge properties were transferred to Master Lease No. 2 and the associated annual payments of $28.9 million was reallocated

from the Casino Queen Master Lease to Master Lease No. 2. This was treated as a lease modification event where lease

payments were reallocated across components of the Master Lease No. 2 on a relative fair value basis and the right of use assets

and lease liabilities were remeasured.

In addition to the properties under the master leases explained above, the Company also entered into a lease with GLPI for the

land associated with Tropicana Las Vegas. This lease has an initial term of 50 years, with the possibility of extending up to 99

years through renewal options, and requires initial minimum annual payments of $10.5 million, subject to minimum 1% annual

escalation or greater escalation dependent on CPI. In 2024, the Company modified the lease and GLPI paid $48.6 million to the

Company to fund the demolition of the building at the Tropicana Las Vegas site in exchange for increasing initial annual

payments by $4.1 million, subject to a minimum 1% annual increase or greater based on CPI, for a total modified initial

minimum annual payment of $14.6 million.

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On July 17, 2025, the Company entered into the Chicago MLA, as described in Note 15 “Leases” in Item 8 of this Annual

Report on Form 10-K, with GLP, that amended the existing ground lease for the property on which the Company plans to

develop its Permanent Facility and a development agreement with GLP pursuant to which GLP has committed to advance up to

$940 million for the payment of hard costs used to construct the Permanent Facility in exchange for increasing the amount of

rent payable to GLP under the Chicago MLA.

The Chicago MLA has an initial term of 15 years and includes four, five-year options to renew and is subject to annual

escalation. Annual rent under the Chicago MLA is $20 million, with additional rent equal to 8.5% of the GLP Development

Advances that are granted to the Company. The amended and restated ground lease was considered a lease termination in the

third quarter due to the Company ceasing to control the use of the land effective upon signing of the Chicago MLA. As a result

of the termination, the right of use asset and lease liability were derecognized, and a $0.5 million gain on lease termination was

recorded. Effective with the signing of the Development Agreement, the Company reclassified construction in process to

Accounts Receivable related to assets for which title has transferred to GLP and the Company expects to receive funding.

Additionally, to the extent costs exceed the amount to be reimbursed by GLP, such costs are considered prepaid rent, which will

be added to the associated operating lease right of use asset once the lease commences. As of December 31, 2025 (Successor),

the construction receivable balance was $63.2 million, classified within Accounts receivable, net, and the prepaid rent balance

was $175.8 million, classified within Other assets. The Company incurred a loss on sale of assets to GLP of $8.7 million during

the third quarter of 2025 related to construction costs previously capitalized that were determined not to represent prepaid rent.

This loss is classified within General and administrative on the Consolidated Statement of Operations. During the fourth quarter

of 2025, the Company received reimbursements from GLP totaling $201.6 million.

On February 11, 2026, the Company completed the previously announced sale-leaseback of its Bally’s Twin River property to

GLP for total consideration of $700 million, with initial annual rent of $56 million. Following the sale-leaseback, Bally’s Twin

River is leased under the terms of Master Lease No. 2.

The Star Entertainment Group Investment

On April 7, 2025, the Company entered into a Binding Term Sheet with The Star, an ASX-listed company, to invest up to

A$300.0 million in a multi-tranche issuance of convertible notes and subordinated debt (the “Investment”). On April 8, 2025,

The Star announced a commitment from its largest shareholder, Investment Holdings Pty, to subscribe for A$100.0 million of

the Investment, reducing the Company’s commitment to A$200.0 million. During the second quarter of 2025 (Successor), the

Company funded A$133.3 million, consisting of Tranche 1A convertible notes of A$22.2 million (the “Convertible Notes”) and

subordinated debt with a principal amount of A$111.1 million (the “Subordinated Notes”). Additionally, on May 23, 2025, the

Company and The Star entered into a Subscription Agreement and a Subordination Deed Poll in favor of certain of The Star’s

senior lenders. During the fourth quarter of 2025 (Successor), the remainder of the Company’s A$66.7 million commitment was

funded in the form of subordinated debt. Additionally, upon the Company’s receipt of regulatory approval of the Investment in

the fourth quarter of 2025 (Successor), the Subordinated Notes settled into Convertible Notes on a cashless basis. Subsequently,

the Company converted the principal amount of the Convertible Notes into 2.5 billion ordinary shares of The Star at a

conversion price of A$0.08 per share, giving the Company a 37.7% equity interest in The Star. As of December 31, 2025

(Successor) the Company accounts for its investment in The Star as an equity method investment under the fair value option of

ASC 825, Financial Instruments.

Capital Expenditures

Capital expenditures are accounted for as either project, maintenance or capitalized software expenditures. Project capital

expenditures are for fixed asset additions that expand an existing facility or create a new facility. Maintenance capital

expenditures are expenditures to replace existing fixed assets with a useful life greater than one year that are obsolete, worn out

or no longer cost effective to repair, along with spending on other small projects that do not fit into the project category.

Capitalized software expenditures relate to the creation, production and preparation of software for use in our online gaming

operations.

During the period from February 8, 2025 to December 31, 2025 (Successor) and period from January 1, 2025 to February 7,

2025 (Predecessor), capital expenditures were $346.1 million and $16.4 million, compared to $199.8 million during the year

ended December 31, 2024 (Predecessor). In 2025 successor and predecessor reporting periods, we continued our spending on

our planned projects and maintenance at our casino properties, the most significant being our future Bally’s Chicago permanent

facility. Through the Chicago MLA and Queen Master Lease, the Company has received reimbursement for capital

expenditures during the period from February 8, 2025 to December 31, 2025 (Successor) of $269.2 million for qualifying

capital expenditures related to the Bally’s Chicago permanent facility and renovations at Bally's Baton Rouge Casino and Hotel.

We expect that capital expenditures, outside of the construction of the Bally’s Chicago permanent facility and the development

of the New York City casino and Las Vegas project, will be relatively flat in 2026 compared to 2025 as we continue our focus

on generating cash flows to invest in long-term growth opportunities for the entire Bally’s portfolio.

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Bally’s Twin River - In connection with our partnership with IGT, we have committed to invest $100 million in Bally’s Twin

River over the term of our master contract, ending in 2043, with Rhode Island to expand the property and add additional

amenities along with other capital improvements. Approximately $40.5 million of the committed investment remains as of

December 31, 2025 (Successor).

Bally’s Chicago - In connection with the host community agreement with the City of Chicago to develop, Bally’s Chicago

Operating Company, LLC (the “Developer”), a majority owned subsidiary of the Company, has committed to develop a

destination casino resort, to be named Bally’s Chicago, in downtown Chicago, Illinois and pay an annual fixed host community

impact fees of $4.0 million. The project also provides the Company with the exclusive right to operate a temporary casino,

which commenced operations on September 9, 2023 (Predecessor) at the Medinah Temple, for up to three years while the

permanent casino resort is constructed. To date, we have spent approximately $481.3 million related to the construction and

development of our permanent casino and resort, which is expected to open to the public in 2026. We expect future funding of

the permanent casino construction to be financed through the Chicago MLA agreement noted above and the Company’s capital

resources.

Additionally, in connection with the host community agreement, the Company provided the City of Chicago with a

performance guaranty whereby the Company agreed to have and maintain available financial resources in an amount reasonably

sufficient to allow the Developer to complete its obligations under the host community agreement. In addition, upon notice

from the City of Chicago that the Developer has failed to perform various obligations under the host community agreement, the

Company has indemnified the City of Chicago against any and all liability, claim or reasonable and documented expense the

City of Chicago may suffer or incur by reason of any nonperformance of any of the Developer’s obligations.

In furtherance of these obligations, the host community agreement requires us to spend at least $1.34 billion on the design,

construction and outfitting of our temporary casino and our permanent resort and casino. The actual cost of the development

may exceed this minimum capital investment requirement. In addition, land acquisition costs and financing costs, among other

types of costs, do not count towards satisfying such minimum expenditure.

Bally’s New York -  In November 2025, we entered into a Conveyance Agreement with the City of New York where the City

agreed to (i) dispose of certain parkland property interests to Bally’s New York (the “Development Parcel”), (ii) alienate certain

parkland in order to grant Bally’s New York a non-exclusive easement over such lands for purposes of accessing the

Development Parcel and (iii) discontinue certain lands as parkland and alienate and transfer jurisdiction of such lands to the

City’s Department of Transportation for use as public roadways (the “Ring Road Parcel”) to facilitate access to the

Development Parcel and so the Development Parcel may be used by the Company for a gaming facility.

The closing of the transactions contemplated by the Conveyance Agreement was contingent upon, among other things, (i)

Bally’s New York’s agreement to make certain capital improvements to Bally’s Golf Links with a fair market value of

approximately $161 million and (b) to deliver security instruments to the City to secure the performance and completion of

such capital improvements, (ii) the Company being awarded a downstate gaming facility license from the New York State

Gaming Commission, (iii) payment by Bally’s New York to the City’s Department of Parks & Recreation of an administrative

fee in the amount of $1 million, (iv) Bally’s New York’s agreement to pay for all costs and expenses for the development and

mapping of the Ring Road Parcel and (v) Bally’s New York’s payment of real property transfer taxes with respect to the

transactions contemplated by the Conveyance Agreement.

New York Gaming License Commitments

In December 2025, the Company was awarded one of New York State’s three downstate commercial casino licenses for its

planned Bally’s Bronx project, requiring the Company to pay a $500 million license fee, which was paid in the first quarter of

2026, as well as post a bond or cash deposit equal to 5% of the total project investment. The Company must also implement its

community benefit commitments, including periodic public reporting, and engage an independent Compliance Monitoring

Team approved by the New York State Gaming Commission to oversee regulatory, anti‑money‑laundering, and

community‑benefit compliance. Additionally, in February 2026, the Company paid $115 million of the $125 million in total

contingent consideration due to the seller of Bally’s Golf Links.

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Other Contractual Obligations

Sponsorship Commitments - The Company has entered into several sponsorship agreements with various professional sports

leagues and teams, allowing the Company use of official league marks for branding and promotions, among other rights. As of

December 31, 2025 (Successor), obligations related to these agreements were $114.9 million, with contracts extending through

2036.

Interactive Technology Partnerships - The Company has certain multi-year agreements with its various market access and

content providers, as well as its online sports betting platform partners, that require the Company to pay variable fees based on

revenue, with minimum annual guarantees. As of December 31, 2025 (Successor), the cumulative minimum obligation

committed in these agreements is approximately $32.1 million, extending through 2029.

Critical Accounting Estimates

The preparation of our consolidated financial statements in accordance with US GAAP requires us to make estimates and apply

judgments that affect reported amounts. These estimates and judgments are based on past events and/or expectations of future

outcomes. Actual results may differ from our estimates. We discuss our significant accounting policies used in preparing the

financial statements in Note 2 of our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form

10-K. The following is a summary of our critical accounting estimates and how they are applied in preparation of our

consolidated financial statements.

Valuation of Intangible Assets Acquired in Business Combinations

Intangible assets consist primarily of gaming licenses, trade names, developed technology and customer lists which have all

been obtained through business combinations.

Gaming licenses obtained through business combinations are generally recorded at their fair values through purchase

accounting using the Greenfield Method under the income approach. This method estimates isolated income that is properly

attributable to a license based on modeling a hypothetical start-up company going into business without any other assets than

the gaming license being valued and building a new casino with similar utility to the existing casino. Using this method, the

valuation of the gaming license is dependent upon significant estimates such as projected revenues and cash flows, estimated

construction costs, duration of that construction, pre-opening expenses and appropriate discounting. Gaming licenses accounted

for as asset acquisitions are valued at cost.

Trade names obtained through business combinations are valued using the relief-from-royalty method under the income

approach. This method estimates the cost savings that accrue to the owner of an intangible asset who would otherwise have to

pay royalties or license fees on revenues earned through the use of the asset. As such, the value of a trade name acquired

through a business combination is dependent upon estimates such as projected revenues, selection of an appropriate

hypothetical royalty rate and appropriate discounting. Trade names accounted for as asset acquisitions are valued at cost.

Developed technology is obtained through business combinations and is recorded at fair value through purchase accounting

using the Multi-Period Excess Earnings Method under the income approach. The principle behind this method is that the value

of an intangible asset is equal to the present value of the incremental after tax cash flows attributable only to the subject

intangible asset after deducting Contributory Asset Charges (“CACs”). The principle behind a CAC is that an intangible asset

‘rents’ or ‘leases’ from a hypothetical third party all the assets it requires to produce the cash flows resulting from its

development, that each project rents only those assets it needs and not the ones that it does not need, and that each project pays

the owner of the assets a fair return on the value of the rented assets. Under this method, the valuation of developed technology

is dependent on estimates such as projected revenues and cash flows, CAC and appropriate discounting.

Certain trade names are considered to be indefinite lived based on future expectations of continuing to brand our corporate

name and certain properties and online operations under the Bally’s trade name indefinitely. Intangible assets not subject to

amortization are reviewed for impairment annually as of October 1 and between annual test dates whenever events or changes

in circumstances may indicate that the carrying amount of the related asset may not be recoverable.

For its finite-lived intangible assets, we establish a useful life upon initial recognition based on the period over which the asset

is expected to contribute to the future cash flows of the Company and periodically evaluates the remaining useful lives to

determine whether events and circumstances warrant a revision to the remaining amortization period. Finite-lived intangible

assets are amortized over their remaining useful lives in a pattern in which the economic benefits of the intangible asset are

consumed, which is generally on a straight-line basis.

62

Valuation and Subsequent Measurement of Goodwill

Assessing goodwill for impairment is a process that involves significant judgment and requires a qualitative and quantitative

analysis with many assumptions which fluctuate based on our business. We review goodwill at least annually and between

annual test dates if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. We have

elected to perform our annual tests for indications of impairment as of the first day of the fourth quarter of each year. The

evaluation of goodwill requires the use of estimates about future operating results of each reporting unit and asset to determine

the estimated fair value of the reporting unit. The Company must make various assumptions and estimates in performing its

impairment testing, including assumptions and estimates about future cash flows. Changes in estimates and assumptions used in

estimating future cash flows could produce significantly different results. If our ongoing estimates of future cash flows are not

met, we may have to record impairment charges in future periods.

When assessing goodwill for impairment, first, qualitative factors are assessed to determine whether it is more likely than not

that the fair value of a reporting unit is less than its carrying value. A qualitative impairment assessment involves analyzing

relevant events and circumstances, with greater weight assigned to events and circumstances that most affect the fair value or

the carrying amounts of a reporting unit’s assets. Items that are generally considered include, but are not limited to, the

following: macroeconomic conditions, industry and market conditions and overall financial performance. If the results of the

qualitative assessment are not conclusive, a quantitative goodwill test is performed. For the quantitative goodwill impairment

test, we estimate the fair value of the reporting unit using both income and market-based approaches. Specifically, the Company

applies the discounted cash flow (“DCF”) model under the income approach and the guideline public company method under

the market approach and weighs the results of the two valuation methodologies based on the facts and circumstances

surrounding the reporting unit. For the DCF model, we rely on the present value of expected future cash flows, including

terminal value, utilizing a market-based weighted average cost of capital (“WACC”) determined separately for the reporting

unit as of the valuation date. The determination of fair value under the DCF model involves the use of significant estimates and

assumptions, including revenue growth rates driven by future gaming activity, operating margins, capital expenditures, working

capital requirements, tax rates, terminal growth rates, and discount rates. For the market approach, we utilize a comparison of

the reporting unit to comparable publicly-traded companies and transactions and, based on the observed earnings multiples,

ultimately selects multiples to apply to the reporting unit. We then compare the fair value of our reporting units to the carrying

amounts. If the carrying amount of the reporting unit exceeds the fair value, an impairment is recorded equal to the amount of

the excess (not to exceed the amount of goodwill allocated to the reporting unit).

Assumptions and estimates about future cash flow levels and multiples by individual reporting units are complex and

subjective. The Company continuously monitors for events and circumstances that could negatively impact the key assumptions

in determining the fair value of its reporting units, including long-term revenue growth projections, profitability, discount rates,

external factors, such as industry, market and macro-economic conditions, and internal factors, such as changes in the

Company’s business strategy, which may re-allocate capital and resources to different or new opportunities but, in turn, may be

to the detriment of an individual reporting unit.

The Company completed its annual assessment for goodwill impairment as of October 1, 2025 (Successor), which resulted in

impairment charges to goodwill of $72.5 million related to a reporting unit within the Bally’s Intralot B2B segment due to

declining projected cash flows in the Company’s licensing revenues. The fair value was determined through a discounted cash

flow approach. The valuation utilized level 3 inputs including projected cash flows, a market-based WACC of 25% and a long

term growth rate of 2%. The most sensitive inputs to the estimated fair value of the reporting unit were the discount rate and

terminal growth rate. A hypothetical 100 basis point increase in the WACC or a 100 basis point decline in the terminal growth

rate would have resulted in incremental impairment charges of $1.5 million and $0.4 million, respectively. Material changes in

these estimates could occur and result in additional impairment in future periods.

Subsequent to the annual test, the Company identified a triggering event in affecting its International Interactive reporting unit

within its Bally's Intralot B2C segment due to the announced increase of the remote gaming duty tax in the UK from 21% to

40%, effective in April 2026. The Company performed a quantitative impairment test for a reporting unit within its Bally's

Intralot B2C segment. The estimated fair value of the reporting unit was determined through a combination of a discounted cash

flow model and market-based approach, which utilized inputs including future cash flow projections for the reporting units,

terminal growth rates of 3%, and discount rates of 12.0%. Goodwill associated with this reporting unit was $1.5 billion at

December 31, 2025 (Successor). The result of this assessment did not result in any impairment as fair value exceeded carrying

value by 82%. The most sensitive inputs to the estimated fair value of the reporting unit were the discount rate and terminal

growth rate. A hypothetical 100 basis point increase in the WACC or a 100 basis point decline in the terminal growth rate

would not have resulted in any impairment charge. Material changes in these estimates could occur and result in additional

impairment in future periods.

63

Income Taxes

We prepare our income tax provision in accordance with Accounting Standards Codification (“ASC”) 740, Income Taxes.

Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences

attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and

their respective tax basis and operating loss and tax credit carryforwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in

which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a

change in tax rates is recognized in income in the period that the rate change is enacted. A valuation allowance is required when

it is “more likely than not” that all or a portion of the deferred tax assets will not be realized. The consolidated financial

statements reflect expected future tax consequences of uncertain tax positions presuming the taxing authorities’ full knowledge

of the position and all relevant facts. We assessed our deferred tax liabilities arising from taxable temporary differences and

concluded such liabilities are not a sufficient source of income for the realization of deferred tax assets, including indefinite life

taxable temporary differences which offset, subject to limitation, deferred tax assets with unlimited carryovers, such as the

Section 163(j) interest limitation. Accordingly, the Company’s valuation allowance of $275.1 million reflects increases of

$127.9 million and $8.7 million recorded during the period from February 8, 2025 to December 31, 2025 and period from

January 1, 2025 to February 7, 2025, respectively. Additionally, the Company’s change in valuation allowance compared to the

balance at December 31, 2024 (Predecessor), included $36.3 million of purchase price allocation adjustments related to the

Intralot Transaction and Merger during the period from February 8, 2025 to December 31, 2025 (Successor).

The allocation of shared costs and intangible assets among our subsidiaries in various US domestic, state and international

jurisdictions is an estimate based on the principles of IRC Section 482, 1060 and 338 which is a critical estimate in the

computation of US and international tax provisions.

The interpretation of the IRC regulations related to the Tax Cuts and Jobs Acts, as it pertains to Section 163(j), is a critical

estimate in the computation of US federal taxes, and conforming states.

Recently Issued Accounting Pronouncements

For a discussion of recently issued financial accounting standards, refer to Note 5 “Recently Issued Accounting

Pronouncements,” of Part II. Item 8 of this Annual Report on Form 10-K for further detail.

64

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates and foreign

currency exchange rates. We are exposed to changes in interest rates primarily from variable rate long-term debt arrangements

and foreign currency risk attributable to our operations outside of the US Inflation generally affects us by increasing our cost of

labor. Bally’s does not believe that inflation had a material effect on our business, financial condition or results of operations

during the period from February 8, 2025 to December 31, 2025 (Successor), the period from January 1, 2025 to February 7,

2025 (Predecessor) or the year ended December 31, 2024 (Predecessor).

Interest Rate Risk

As of December 31, 2025 (Successor), interest on borrowings under our credit facility was subject to fluctuation based on

changes in short-term interest rates. On December 31, 2025 (Successor), we had $2.36 billion of variable rate debt outstanding

under our Term Loan, Intralot British Term Loan, Intralot Floating Rate Notes and Revolving Credit Facilities and $1.49 billion

of unsecured senior notes. Based upon a sensitivity analysis of our debt levels on December 31, 2025 (Successor), a

hypothetical increase of 1% in the effective interest rate would cause an increase in interest expense of approximately $23.6

million over the next twelve months while a decrease of 1% in the effective interest rate, not to exceed the interest rate floor,

would cause a decrease in interest expense of approximately $23.6 million over the same period.

We evaluate our exposure to market risk by monitoring interest rates in the marketplace and we have utilized derivative

financial instruments to help manage this risk. As part of the Company’s risk management and hedging program, the Company

utilizes interest rate swaps and collars used to hedge and offset, respectively, the variable interest rates on the credit facility as

described in Note 11, “Derivative Instruments” to our consolidated financial statements presented in Part II, Item 8 of this

Annual Report on Form 10-K.

We have not historically utilized derivative financial instruments for trading purposes. We do not believe that fluctuations in

interest rates had a material effect on our business, financial condition or results of operations during the period from February

8, 2025 to December 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) or year ended

December 31, 2024 (Predecessor).

Foreign Currency Risk

We are exposed to fluctuations in currency exchange rates as a result of our net investments and operations in countries other

than the US. A vast majority of our revenues are from the UK market and are conducted in GBP and are therefore susceptible to

any movements in exchange rates between the GBP and USD. Foreign currency transaction losses for the period from February

8, 2025 to December 31, 2025 (Successor) and gains for the period from January 1, 2025 to February 7, 2025 (Predecessor)

were $34.8 million and $0.2 million, respectively, compared to foreign currency transaction gains for the year ended December

31, 2024 (Predecessor) of $10.3 million. Movements in currency exchange rates could impact the translation of assets and

liabilities of these foreign operations which are translated at the exchange rate in effect on the balance sheet date. We have

utilized derivative financial instruments, such as cross currency swaps, as well as economic hedges or forward currency

exchange rate contracts, to manage the impact of currency exchange rate fluctuations on earnings and cash flows.

65

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements listed below are filed as part of this Annual Report on Form 10-K.

INDEX TO FINANCIAL STATEMENTS

	Page No.
Financial Statements:
Report of Independent Registered Public Accounting Firm (PCAOB ID 34)	66
Consolidated Balance Sheets at December 31, 2025 (Successor) and 2024 (Predecessor)	70
Consolidated Statements of Operations for the Period from February 8, 2025 to December 31, 2025 (Successor), Period from January 1, 2025 to February 7, 2025 (Predecessor) and Year ended December 31, 2024 (Predecessor)	71
Consolidated Statements of Comprehensive Loss for the Period from February 8, 2025 to December 31, 2025 (Successor), Period from January 1, 2025 to February 7, 2025 (Predecessor) and Year ended December 31, 2024 (Predecessor)	72
Consolidated Statements Stockholders’ Equity (Deficit) for the Period from February 8, 2025 to December 31, 2025 (Successor), Period from January 1, 2025 to February 7, 2025 (Predecessor) and Year ended December 31, 2024 (Predecessor)	73
Consolidated Statements of Cash Flows for the Period from February 8, 2025 to December 31, 2025 (Successor), the Period from January 1, 2025 to February 7, 2025 (Predecessor) and Year ended December 31, 2024 (Predecessor)	74
Notes to Consolidated Financial Statements	76

The accompanying audited consolidated financial statements of Bally’s Corporation (and together with its subsidiaries, the

“Company” or “Bally’s”) have been prepared in accordance with the instructions to Form 10-K and Regulation S-X and include

all information and footnote disclosures necessary for complete financial statements in conformity with accounting principles

generally accepted in the US (“US GAAP”). Financial statement schedules have been omitted because they are not applicable,

or the required information is included in the consolidated financial statements or the notes thereto.

66

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Bally’s Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Bally's Corporation and subsidiaries (the

“Company”) as of December 31, 2025 (successor) and 2024 (predecessor), the related consolidated statements of

comprehensive loss, stockholders’ equity (deficit), and cash flows for the periods from February 8, 2025 to

December 31, 2025 (successor), from January 1, 2025 to February 7, 2025 (predecessor), and for the year ended

December 31, 2024 (predecessor), and the related notes (collectively referred to as the “financial statements”). In our

opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of

December 31, 2025 (successor) and 2024 (predecessor), and the results of its operations and its cash flows for the

periods from February 8, 2025 to December 31, 2025 (successor), from January 1, 2025 to February 7, 2025

(predecessor), and for the year ended December 31, 2024 (predecessor),  in conformity with accounting principles

generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United

States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025 (successor),

based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of

Sponsoring Organizations of the Treadway Commission and our report dated March 23, 2026, expressed an adverse

opinion on the Company's internal control over financial reporting because of a material weakness.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an

opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with

the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the

PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and

perform the audit to obtain reasonable assurance about whether the financial statements are free of material

misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of

material misstatement of the financial statements, whether due to error or fraud, and performing procedures that

respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and

disclosures in the financial statements. Our audits also included evaluating the accounting principles used and

significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below are matters arising from the current-period audit of the financial

statements that were communicated or required to be communicated to the audit committee and that (1) relates to

accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,

subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion

on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below,

providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

67

Goodwill – International Interactive Reporting Unit – Refer to Notes 2 and 10 to the financial statements

Critical Audit Matter Description

The Company’s goodwill is tested annually for impairment, or more frequently if indicators of impairment exist, by

comparing the fair value of the respective reporting units to their carrying value. The Company determines the fair

value of its reporting units in consideration of the income-based and market-based approaches. The key inputs in

determining the fair value of the International Interactive reporting unit include expected cash flows and projected

financial results, including forecasted revenues (collectively the “International Interactive forecasts”), the selection

of the discount rate, and market multiples. As of December 31, 2025, the value of the International Interactive

reporting unit goodwill is $1.5 billion.

The Company’s fair value determination of its International Interactive reporting unit required management to make

significant estimates and assumptions of International Interactive forecasts, discount rates, and market multiples.

Therefore, performing audit procedures to evaluate the reasonableness of these estimates and assumptions involved

a high degree of auditor judgment and increased extent of effort, including the need to involve our fair value

specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the International Interactive forecasts, discount rates, and market multiples used by

management to estimate the fair value of the International Interactive reporting unit included the following, among

others:

•We tested the effectiveness of controls over determining the fair value of the Company’s International

Interactive reporting unit, including controls over the International Interactive forecasts and the selection of

discount rates and market multiples.

•We evaluated management’s ability to accurately project the International Interactive forecasts by

performing a retrospective review of actual results to management’s historical forecasts.

•We evaluated the reasonableness of management’s projected International Interactive forecasts by:

◦Comparing the International Interactive forecasts to information included in the Company’s

communications to the Board of Directors, industry reports, and analyst reports for the Company

and certain of its peer companies;

◦Comparing the International Interactive forecasts to historical financial results;

◦Evaluating the impact of changes in the regulatory environment on management’s forecasts;

◦Conducting inquiries with management; and

◦Evaluating whether the International Interactive forecasts were consistent with evidence obtained

in other areas of the audit.

•With the assistance of our fair value specialists, we evaluated the reasonableness of the International

Interactive discount rate and market multiples by:

◦Testing the inputs underlying the determination of the discount rate and testing the mathematical

accuracy of the calculation;

◦Developing a range of independent estimates and comparing those to the discount rate selected by

management;

◦Testing the source information underlying the determination of the market multiples; and

◦Developing a range of independent estimates and comparing those to the market multiples selected

by management.

Business Combination – Merger – Refer to Notes 1, 2, and 7 to the financial statements

Critical Audit Matter Description

On February 7, 2025, the Company completed the Merger with SG Parent LLC, (“Parent”), The Queen Casino &

Entertainment, Inc., (“Queen”), and as a result of the transactions, at closing, Parent and its affiliates beneficially

owned 73.8% of the issued and outstanding Company common stock.

68

The Merger between the Company and Queen was accounted for as a transaction between entities under common

control in accordance with ASC Topic 805, Business Combinations (“ASC 805”), in which the accounting acquirer

(Parent and its affiliates) obtained control of the Company. The Company has elected to push down its Parent’s basis

in its net assets into its financial statements, and as a result, the net assets of the Predecessor were measured and

recognized at their fair values as of the acquisition date and were combined with those of Queen at Queen’s

historical carrying amounts and are presented on a combined basis.

The fair value of the Merger consideration was $955.6 million which was allocated to the assets acquired and

liabilities assumed based on their respective fair values, including the fair value of the operating segments and

reporting units, gaming licenses, customer relationships, developed technology, trade names and Intellectual

property license.

The fair value determination of these intangible assets requires management to make significant estimates and

assumptions related to expected cash flows and projected financial results, including forecasted revenues

(collectively the “Merger forecasts”), and the selection of the discount rate. Changes to these assumptions could

result in a significant impact on the recognition of the acquired gaming licenses, customer relationships, developed

technology, trade name and intellectual property license intangible assets, and the determination of goodwill.

Therefore, performing audit procedures to evaluate the reasonableness of these assumptions required a high degree

of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

Business Combination – Intralot S.A. – Refer to Notes 1 and 7 to the financial statements

Critical Audit Matter Description

On October 8, 2025, Intralot S.A. (“Intralot”) completed the acquisition of the Company’s issued and outstanding

capital stock of Bally’s Holdings Limited, (“Bally’s International Interactive”) and combined it with Intralot’s global

lottery and gaming operations (the “Intralot Transaction”).

The Intralot Transaction consideration comprised of €1.530 billion ($1.8 billion) cash paid by Intralot, and 873.7

million newly issued Intralot shares to the Company.  Following the Intralot Transaction, the Company became the

majority shareholder of Intralot with an aggregate 57.9% interest. As the Company obtained a controlling financial

interest in Intralot as a result of the Intralot Transaction, the Company is deemed the accounting acquirer of Intralot

for purposes of financial reporting. Accordingly, the Intralot Transaction will be accounted for as a business

combination under ASC 805.

The consideration for the purchase accounting is approximately $1.60 billion, consisting of (i) the fair value of the

Intralot shares issued to the Company on the closing date, and (ii) the fair value of Bally’s previously held equity

interest in Intralot. The remaining 42.1% of Intralot’s equity interests held by third parties will be reflected as a

noncontrolling interest of the Company in the equity section of its consolidated balance sheet in accordance with

ASC 805. The preliminary fair value of the noncontrolling interest on the closing date was $1.1 billion, based on

Intralot’s share price on the closing date and the control premium.

The fair value of consideration was allocated to the assets acquired and liabilities assumed based on their respective

fair values, including the fair value of the synergies, developed technology, trade names, backlog, and customer

relationship.

The fair value determination of these intangible assets requires management to make significant estimates and

assumptions related to expected cash flows and projected financial results, including forecasted revenues

(collectively the “Intralot forecasts”), and the selection of the discount rate. Changes to these assumptions could

result in a significant impact on the recognition of the acquired developed technology, trade names, backlog and

customer relationship intangible assets and the determination of goodwill. Therefore, performing audit procedures to

evaluate the reasonableness of these assumptions required a high degree of auditor judgment and an increased extent

of effort, including the need to involve our fair value specialists.

How the Critical Audit Matters Were Addressed in the Audit

Our audit procedures related to the Merger forecasts and Intralot forecasts (collectively forecasts”) and the selection

of the discount rates used by management to determine the fair value of the acquired intangible assets and the

assigned goodwill included the following, among others:

69

•We tested the effectiveness of controls over the valuation of the operating segments, reporting units, and

intangible assets, including management’s controls over the forecasts and the selection of the discount rate

used.

•We evaluated the assumptions and estimates included in the forecasts by:

◦Comparing the forecasts to information included in the Company’s communications to the Board

of Directors, industry reports, and analyst reports for the Company and certain of its peer

companies;

◦Comparing the forecasts to historical financial results;

◦Conducting inquiries with management; and

◦Evaluating whether the forecasts were consistent with evidence obtained in other areas of the

audit.

•With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rate by:

◦Testing the inputs underlying the determination of the discount rate and testing the mathematical

accuracy of the calculation.

◦Developing a range of independent estimates and comparing those to the discount rate selected by

management.

New York, New York

March 23, 2026

We have served as the Company’s auditor since 2015.

70

BALLY’S CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

	Successor			Predecessor
	December 31, 2025			December 31, 2024
Assets
Cash and cash equivalents	$798,423			$171,233
Restricted cash	108,263			60,021
Accounts receivable, net	193,951			55,486
Inventory	55,842			19,317
Tax receivable	30,706			26,345
Prepaid expenses and other current assets	159,609			115,471
Total current assets	1,346,794			447,873
Property and equipment, net	1,063,739			630,702
Right of use assets, net	1,767,792			1,544,936
Goodwill	3,432,893			1,799,944
Intangible assets, net	3,000,983			1,307,343
Deferred tax asset	12,482			2,309
Other assets	605,693			127,030
Total assets	$11,230,376			$5,860,137
Liabilities and Stockholders’ Equity
Current portion of long-term debt	$37,344			$19,450
Current portion of lease liabilities	104,647			65,827
Accounts payable	196,890			85,771
Accrued income taxes	20,374			25,468
Accrued and other current liabilities	1,327,799			481,292
Total current liabilities	1,687,054			677,808
Long-term debt, net	4,463,313			3,299,323
Long-term portion of lease liabilities	1,829,190			1,554,479
Deferred tax liability	553,513			118,214
Other long-term liabilities	152,476			179,411
Total liabilities	8,685,546			5,829,235
Commitments and contingencies (Note 19)
Stockholders’ equity:
Common stock ($0.01 par value; 200,000,000 shares authorized; 48,524,809 (Successor) and 40,787,007 (Predecessor) shares issued; 48,524,809 (Successor) and 40,787,007 (Predecessor) shares outstanding)	484			408
Preferred stock ($0.01 par value; 10,000,000 shares authorized; no shares outstanding)	—			—
Additional paid-in-capital	1,574,827			1,414,410
Accumulated deficit	(650,074)			(1,123,649)
Accumulated other comprehensive income (loss)	69,421			(260,267)
Total Bally’s Corporation stockholders’ equity	994,658			30,902
Non-controlling interest	1,550,172			—
Total stockholders’ equity	2,544,830			30,902
Total liabilities and stockholders’ equity	$11,230,376			$5,860,137

The accompanying notes are an integral part of these consolidated financial statements.

71

BALLY’S CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

	Successor			Predecessor
	Period from February 8, 2025 to December 31, 2025			Period from January 1, 2025 to February 7, 2025		Year Ended December 31, 2024
Revenue:
Gaming	$1,989,454			$185,767		$2,051,668
Non-gaming	446,735			34,731		398,810
Total revenue	2,436,189			220,498		2,450,478
Operating (income) costs and expenses:
Gaming	884,631			87,994		934,063
Non-gaming	210,705			16,526		189,088
General and administrative	1,143,817			114,401		1,043,486
Impairment charges	181,620			—		248,879
Gain on sale-leaseback, net	—			—		(86,254)
Depreciation and amortization	293,118			22,343		379,544
Total operating costs and expenses	2,713,891			241,264		2,708,806
Loss from operations	(277,702)			(20,766)		(258,328)
Other (expense) income:
Interest expense, net	(365,233)			(27,229)		(289,629)
Other non-operating income (expense), net	24,960			(2,365)		(4,545)
Total other expense, net	(340,273)			(29,594)		(294,174)
Loss before income taxes	(617,975)			(50,360)		(552,502)
Provision for income taxes	47,564			664		15,252
Net loss	(665,539)			(51,024)		(567,754)
Less: Net loss attributable to non-controlling interests	(15,465)			—		—
Net loss attributable to Bally’s Corporation	$(650,074)			$(51,024)		$(567,754)
Basic and diluted loss per share	$(10.73)			$(1.05)		$(11.71)
Weighted average common shares outstanding, basic and diluted	60,556,906			48,742,859		48,468,887

The accompanying notes are an integral part of these consolidated financial statements.

72

BALLY’S CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

	Successor			Predecessor
	Period from February 8, 2025 to December 31, 2025			Period from January 1, 2025 to February 7, 2025		Year Ended December 31, 2024
Net loss		$(665,539)					$(51,024)		$(567,754)
Other comprehensive income (loss):
Foreign currency translation adjustments, net of tax	127,835			(13,097)		(84,542)
Defined benefit pension plan adjustments, net of tax	18			—		860
Net unrealized derivative gain (loss) on cash flow hedges, net of tax	(16,729)			968		3,057
Net unrealized derivative gain (loss) on net investment hedges, net of tax	(40,435)			2,686		29,916
Other comprehensive income (loss)	70,689			(9,443)		(50,709)
Total comprehensive loss	(594,850)			(60,467)		(618,463)
Comprehensive loss attributable to non-controlling interest	(1,268)			—		—
Comprehensive loss attributable to Bally’s Corporation	$(593,582)			$(60,467)		$(618,463)

The accompanying notes are an integral part of these consolidated financial statements.

73

BALLY’S CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(In thousands, except shares)

Predecessor
	Common Stock				Additional Paid-in Capital		Treasury Stock		Accumulated Deficit		Accumulated Other Comprehensive Loss		Non- controlling Interest		Total Stockholders’ Equity (Deficit)
	Shares Outstanding		Amount
Balance as of December 31, 2023 (Predecessor)	39,973,202		400		1,400,479		—		(555,895)		(209,558)		428		635,854
Issuance of restricted stock and other stock awards	723,990		7		(2,821)		—		—		—		—		(2,814)
Share-based compensation	—		—		14,752		—		—		—		—		14,752
Settlement of consideration	81,190		1		(178)		—		—		—		—		(177)
Acquired non-controlling interest	8,625		—		428		—		—		—		(428)		—
Other	—		—		1,750		—		—		—		—		1,750
Other comprehensive loss	—		—		—		—		—		(50,709)		—		(50,709)
Net loss	—		—		—		—		(567,754)		—		—		(567,754)
Balance as of December 31, 2024 (Predecessor)	40,787,007		408		1,414,410		—		(1,123,649)		(260,267)		—		30,902
Issuance of restricted stock and other stock awards	19,660		—		(76)		—		—		—		—		(76)
Share-based compensation	—		—		1,954		—		—		—		—		1,954
Other comprehensive loss	—		—		—		—		—		(9,443)		—		(9,443)
Net loss	—		—		—		—		(51,024)		—		—		(51,024)
Balance as of February 7, 2025 (Predecessor)	40,806,667		$408		$1,416,288		$—		$(1,174,673)		$(269,710)		$—		$(27,687)

Successor
	Common Stock				Additional Paid-in Capital		Treasury Stock		Accumulated Deficit		Accumulated Other Comprehensive Income		Non- controlling Interest		Total Stockholders’ Equity (Deficit)
	Shares Outstanding		Amount
Balance as of February 8, 2025 (Successor)	71,258,763		$712		$1,171,824		$—		$—		$—		$—		$1,172,536
Issuance of restricted stock and other stock awards	70,430		—		(11,887)		—		—		—		—		(11,887)
Share-based compensation - equity awards	—		—		31,111		—		—		—		—		31,111
Bally's Chicago Issuance	—		—		—		—		—		—		3,639		3,639
Share repurchases	(22,804,384)		(228)		(420,114)		—		—		—		—		(420,342)
Purchase of Bally's Intralot	—		—		1,324,107		—		—		—		1,063,663		2,387,770
Recognition of non-controlling interest in Bally's International Interactive	—	B a l a n c e a s o f	—		(534,324)		—		—		—		534,324		—
Purchase of incremental Intralot shares	—	B a l a n c e a s o f	—		15,424		—		—		—		(37,257)		(21,833)
Other	—		—		(1,314)		—		—		—		—		(1,314)
Other comprehensive income	—		—		—		—		—		69,421		1,268		70,689
Net loss	—		—		—		—		(650,074)		—		(15,465)		(665,539)
Balance as of December 31, 2025 (Successor	48,524,809		$484		$1,574,827		$—		$(650,074)		$69,421		$1,550,172		$2,544,830

The accompanying notes are an integral part of these consolidated financial statements.

74

BALLY’S CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Successor			Predecessor
	Period from February 8, 2025 to December 31, 2025			Period from January 1, 2025 to February 7, 2025		Year Ended December 31, 2024
(in thousands)
Cash flows from operating activities:
Net loss	$(665,539)			$(51,024)		$(567,754)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	293,118			22,343		379,544
Non-cash amortization of right of use assets	82,015			7,228		58,727
Share-based compensation	31,111			1,954		14,752
Impairment charges	181,620			—		248,879
Non-cash amortization of debt discounts, debt issuance costs and fair value adjustments	77,282			1,004		11,707
Loss on extinguishment of debt	93,120			—		—
Gain on sale-leaseback, net	—			—		(86,254)
Loss on disposal of business	—			—		27,796
Deferred income taxes	4,665			(3,010)		23,947
Change in fair value of fair value option assets	(218,950)			—		—
Loss from equity method investments	3,264			594		1,850
Change in value of performance warrants	—			1,180		13,965
Change in contingent consideration payable	63,176			786		1,343
Foreign exchange loss (gain)	34,768			(194)		(10,271)
Other operating activities	35,436			1,545		15,371
Changes in current operating assets and liabilities	(26,100)			(62,592)		(19,603)
Net cash used in (provided by) operating activities	(11,014)			(80,186)		113,999
Cash flows from investing activities:
Cash paid for acquisitions, net of cash acquired	2,117,529			—		(788)
Proceeds from sale-leaseback transactions	—			—		388,000
Cash paid for shares in Intralot	(13,799)			—		—
Cash paid for The Star Investment	(127,629)			—		—
Capital expenditures	(167,869)			(16,424)		(199,827)
Proceeds from sale of property and equipment to GLPI	68,816			—		—
Cash paid for capitalized software	(35,468)			(2,315)		(44,864)
Cash and cash equivalents transferred in sale of business	—			—		(4,178)
Restricted cash transferred in sale of business	—			—		(37,541)
Acquisition of gaming licenses	(3,002)			—		(2,508)
Other investing activities	3,711			1,042		(459)
Net cash provided by (used in) investing activities	1,842,289			(17,697)		97,835
Cash flows from financing activities:
Issuance of long-term debt	1,330,000			97,000		440,000
Repayments of long-term debt	(1,938,818)			(10,000)		(794,450)
Debt prepayment premium	(37,842)			—		—
Deferred payables, net	(41,437)			11,064		73,709
Payment of financing fees	(21,326)			—		—
Share repurchases	(416,180)			—		—
Purchase of incremental Intralot shares	(21,833)			—		—
Bally’s Chicago Inc. share issuance	18,132			—		—
Other financing activities	(11,887)			(76)		(7,099)
Net cash (used in) provided by financing activities	(1,141,191)			97,988		(287,840)
Effect of foreign currency on cash and cash equivalents	(14,300)			(457)		(8,002)
Net change in cash and cash equivalents and restricted cash	675,784			(352)		(84,008)
Cash and cash equivalents and restricted cash, beginning of period	230,902			231,254		315,262
Cash and cash equivalents and restricted cash, end of period	$906,686			$230,902		$231,254

75

	Successor			Predecessor
	Period from February 8, 2025 to December 31, 2025			Period from January 1, 2025 to February 7, 2025		Year Ended December 31, 2024
(in thousands)
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amounts capitalized	$340,739			$39,069		$314,245
Non-cash investing and financing activities:
Unpaid property and equipment	$23,963			$15,772		$20,256
Unpaid capitalized software	1,904			6,158		5,419
Consideration for purchase of Intralot	1,604,756			—		—
Non-controlling interest acquired	1,063,663			—		(428)
Consideration issued for the Company Merger	955,647			—		—
Consideration issued for the Queen Merger	555,751			—		—
Initial recognition of Bally’s International Interactive non-controlling interest	(534,324)			—		—
Unpaid New York gaming license fee	500,000			—		—
Intralot shares received as settlement of loan receivable	46,905			—		—
Consideration receivable from sale of assets	3,474			—		—
Sale of business in exchange for note receivable	—			—		32,868
Investment in GLP Capital, L.P.	—			—		6,837

	Successor			Predecessor
	Period from February 8, 2025 to December 31, 2025			Period from January 1, 2025 to February 7, 2025		Year Ended December 31, 2024
(in thousands)
Reconciliation of cash and cash equivalents and restricted cash:
Cash and cash equivalents	$798,423			$173,549		$171,233
Restricted cash	108,263			57,353		60,021
Total cash and cash equivalents and restricted cash	$906,686			$230,902		$231,254

The accompanying notes are an integral part of these consolidated financial statements.

76

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.GENERAL INFORMATION

Bally’s Corporation (the “Company,” or “Bally’s”) is a global gaming, hospitality and entertainment company with casinos and

resorts and online gaming (“iGaming”) businesses. As of December 31, 2025 (Successor), the Company owns and manages the

following properties within its Casinos & Resorts reportable segment:

Casinos and Resorts		Location		Type		Built/ Acquired
Bally’s Twin River Lincoln Casino Resort (“Bally’s Twin River”)		Lincoln, Rhode Island		Casino and Resort		2004
Bally’s Arapahoe Park		Aurora, Colorado		Racetrack/OTB Site		2004
Hard Rock Hotel & Casino Biloxi (“Hard Rock Biloxi”)(2)		Biloxi, Mississippi		Casino and Resort		2014
Bally’s Tiverton Casino & Hotel (“Bally’s Tiverton”)(2)		Tiverton, Rhode Island		Casino and Hotel		2018
Bally’s Dover Casino Resort (“Bally’s Dover”)(2)		Dover, Delaware		Casino, Resort and Raceway		2019
Bally’s Black Hawk(1)(2)		Black Hawk, Colorado		Three Casinos		2020
Bally’s Kansas City Casino (“Bally’s Kansas City”)(2)		Kansas City, Missouri		Casino		2020
Bally’s Vicksburg Casino (“Bally’s Vicksburg”)		Vicksburg, Mississippi		Casino and Hotel		2020
Bally’s Atlantic City Casino Resort (“Bally’s Atlantic City”)		Atlantic City, New Jersey		Casino and Resort		2020
Bally’s Shreveport Casino & Hotel (“Bally’s Shreveport”)(2)		Shreveport, Louisiana		Casino and Hotel		2020
Bally’s Lake Tahoe Casino Resort (“Bally’s Lake Tahoe”)		Lake Tahoe, Nevada		Casino and Resort		2021
Bally’s Evansville Casino & Hotel (“Bally’s Evansville”)(2)		Evansville, Indiana		Casino and Hotel		2021
Bally’s Quad Cities Casino & Hotel (“Bally’s Quad Cities”)(2)		Rock Island, Illinois		Casino and Hotel		2021
Bally’s Chicago Casino (“Bally’s Chicago”)(3)		Chicago, Illinois		Casino		2023
Bally’s Golf Links at Ferry Point (“Bally’s Golf Links”)		Bronx, New York		Golf Course		2023
The Queen Baton Rouge(2)		Baton Rouge, Louisiana		Casino		2025
Bally’s Baton Rouge Casino and Hotel (“Bally's Baton Rouge”)(2)		Baton Rouge, Louisiana		Casino and Hotel		2025
Casino Queen Marquette(2)		Marquette, Iowa		Casino		2025
DraftKings at Casino Queen(2)		East St. Louis, Illinois		Casino and Hotel		2025

__________________________________

(1)Includes Bally’s Black Hawk North Casino, Bally’s Black Hawk West Casino and Bally’s Black Hawk East Casino.

(2)Properties leased from Gaming and Leisure Properties, Inc. (“GLPI”). Refer to Note 15 “Leases” for further information.

(3)Temporary casino facility as permanent casino resort is constructed. Site of future permanent casino resort is leased from GLPI.

The Company’s Bally's Intralot B2B reportable segment includes Intralot’s global business-to-business (“B2B”) operations and

licensing revenue generating operations. Intralot was acquired by the Company in the fourth quarter of 2025. Refer to

“Acquisition of Intralot” subsection below for further information.

The Company’s Bally's Intralot B2C reportable segment includes the Company’s business-to-consumer (“B2C”) gaming

operations in international jurisdictions and one casino property, Bally's Newcastle, in the UK.

The North America Interactive reportable segment includes a portfolio of sports betting and iGaming offerings in the United

States and Canada.

Agreement and Plan of Merger

On February 7, 2025, the Company completed the previously announced transactions under the Agreement and Plan of Merger

(as amended, the “Merger Agreement”) with SG Parent LLC, a Delaware limited liability company (“Parent”), The Queen

Casino & Entertainment, Inc., a Delaware corporation and affiliate of Parent (“Queen”), Epsilon Sub I, Inc., a Delaware

corporation and wholly owned subsidiary of the Company (“Merger Sub I”), Epsilon Sub II, Inc., a Delaware corporation and

wholly owned subsidiary of the Company (“Merger Sub II”, and together with the Company and Merger Sub I, the “Company

Parties”), and, solely for purposes of specified provisions thereof, SG CQ Gaming LLC, a Delaware limited liability company

(“SG Gaming” and together with Parent and Queen, the “Buyer Parties”). On February 7, 2025, as a result of the transactions,

Parent and its affiliates beneficially owned 73.8% of the issued and outstanding Company common stock.

77

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the Merger Agreement, (i) SG Gaming contributed to the Company all shares of common stock of Queen that it

owned (the “Queen Share Contribution”) in exchange for 26,909,895 shares of common stock of the Company (“Company

Common Stock”) based on a 2.4536890595 share exchange ratio, (ii) the Company issued approximately 3,542,201 shares of

Company Common Stock to the other stockholders of Queen, (iii) immediately thereafter, Merger Sub I merged into the

Company (the “Company Merger”), with the Company surviving the Company Merger and (iv) immediately thereafter, Merger

Sub II merged into Queen (the “Queen Merger,” and together with the Company Merger, the “Merger”), with Queen surviving

the Queen Merger as a direct, wholly owned subsidiary of the Company.

At the effective time of the Merger, each share of the Company’s Common Stock issued and outstanding (other than shares of

common stock owned by (i) the Company or any of its wholly owned subsidiaries, (ii) Parent or any of Parent’s affiliates, (iii)

by holders exercising statutory appraisal rights; (iv) by SG Gaming following the Queen Share Contribution; or (v) by holders

who have elected to have such shares remain issued and outstanding following the Company Merger (a “Rolling Share

Election”)) were converted into the right to receive cash consideration equal to $18.25 per share of common stock (the “Per

Share Price”). Each holder of shares of Company Common Stock (other than the Company or its subsidiaries) had the option to

make a Rolling Share Election.

Concurrently with the Merger Agreement, the Company and Parent entered into support agreements with Standard RI Ltd.

(“SRL”) (the “SG Support Agreement”), SBG Gaming, LLC, a designated subsidiary of Sinclair (“SBG”) (the “SBG Support

Agreement”), and Noel Hayden (the “Hayden Support Agreement”), collectively known as the “Support Agreements”. The

Support Agreements obligated the parties to vote their respective shares in favor of the Merger Agreement and related

transactions, and to make a Rolling Share Election for their shares, including those acquired through options or warrants.

Additionally, under the SBG Support Agreement, SBG agreed to waive its right to the options it previously acquired under a

Framework Agreement originally entered into in 2020 (the “Framework Agreement”), upon completion of the Merger, and in

exchange, the Company issued SBG warrants to purchase 384,536 shares of the Company’s common stock under substantially

similar terms to the Penny Warrants issued to SBG under the Framework Agreement. In connection with the Merger, as of

February 7, 2025, all outstanding Performance Warrants became immediately exercisable at a price of $0.01 per share.

Acquisition of Intralot

In 2025, following the Queen Merger, the Company held an investment in Bally’s Intralot S.A. (“Intralot”), which was

accounted for as an equity method investment under the fair value option. The total initial investment represented

approximately 26.86% of Intralot’s outstanding shares. As part of this investment structure, the Company held a €25.0 million

delayed draw term loan receivable from a third‑party investment holding company, the repayment of which was contractually

tied to the delivery of Intralot shares. During the three months ended June 30, 2025 (Successor), the Company settled this

outstanding delayed draw term loan by receiving 34.3 million shares of Intralot in full satisfaction of the loan, consistent with

the fair value model that estimated repayment based on the value of Intralot shares. In addition, on June 30, 2025, the Company

purchased 4.8 million additional Intralot shares for €1.06 per share. These transactions collectively triggered a mandatory tender

offer for the remaining outstanding shares of Intralot. During the three months ended September 30, 2025 (Successor), the

mandatory tender offer was completed, and the Company’s acquired an additional 6.1 million shares of Intralot, increasing its

ownership to 34.35% of Intralot’s outstanding shares prior to the transaction described below.

On October 8, 2025 (the “Intralot Closing Date”), the Company completed the previously announced acquisition under the

transaction agreement (the “Transaction Agreement”) of Intralot, pursuant to which Intralot agreed to acquire Bally’s

International Interactive through a combined cash-and-equity transaction. Pursuant to the Transaction Agreement, (i) Intralot

paid the Company $1.8 billion in cash and issued approximately 873.7 million new shares in exchange for all of the issued and

outstanding capital stock of Bally’s Holdings Limited which held Bally’s International Interactive, (ii) the Company’s

ownership of Intralot increased to a controlling 57.9% interest through the issuance of equity to the Company’s consolidated

subsidiary Premier Entertainment Sub, LLC via PE Sub Holdings LLC, an indirect wholly owned subsidiary of the Company,

making the Company the majority shareholder of Intralot (the “Intralot Transaction”).

As a result of obtaining a controlling financial interest in Intralot, the Company retained control of Bally’s International

Interactive, via Bally’s Holdings Limited, throughout the transaction. On the Intralot Closing Date, legal ownership of Bally’s

Holdings Limited transferred from Premier Entertainment Sub to Intralot; however, Bally’s Corporation simultaneously

obtained control of Intralot. Accordingly, Bally’s maintained control of Bally’s International Interactive, and as a result, the

transfer of Bally’s International Interactive was accounted for as an equity transaction with the initial recognition of a 42.1%

non-controlling interest, and no gain or loss was recognized in earnings.

78

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally

accepted in the United States of America (“US GAAP”) and include the accounts of the Company, its majority-owned

subsidiaries and entities the Company identifies as variable interest entities (“VIEs”), of which the Company is determined to

be the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation. Any prior year

amounts have been reclassified to conform to the current year’s presentation. The financial statements of our foreign

subsidiaries are translated into US Dollars (“USD”) using exchange rates in effect at period-end for assets and liabilities and

average exchange rates during each reporting period for results of operations. Adjustments resulting from financial statement

translations are reflected as a separate component of accumulated other comprehensive income (loss). Foreign currency

transaction gains and losses are included in net income (loss).

As described in Note 1, “General Information”, the Company completed the Merger with Queen on February 7, 2025 (the

“Closing”), with Queen surviving the Merger as a wholly-owned subsidiary of the Company. The Parent and its affiliates

maintained a controlling financial interest, as defined by ASC 810, Consolidation, in Queen before and after the Merger, and in

the Company upon consummation of the Merger. The Merger with Queen was accounted for as a transaction between entities

under common control because the Parent and its affiliates contributed a wholly owned subsidiary into the Company, which

became a controlled subsidiary of the Parent and its affiliates upon consummation of the merger. The Company has elected to

push down its Parent’s basis in its net assets into its consolidated financial statements, and as a result, unless the context

otherwise requires, the “Company,” for periods prior to the Closing refers to Bally’s (“Predecessor”), and for the periods after

the Closing refers to the combined Company of Bally’s and Queen (“Successor” or the “Company”). As a result of the Merger,

the results of operations, financial position and cash flows of the Predecessor and the Successor are not directly comparable. As

Bally’s was deemed to be the predecessor entity, the historical financial statements of Bally’s became the historical financial

statements of the combined Company, upon the consummation of the Merger. As a result, the financial statements included in

this report reflect (i) the historical operating results of Bally’s prior to the Merger and (ii) the combined results of the Company

following the Closing. The accompanying consolidated financial statements include a Predecessor period, which includes the

period through February 7, 2025 concurrent with the Merger, and a Successor period from February 8, 2025 through

December 31, 2025. A black line between the Successor and Predecessor periods has been placed in the consolidated financial

statements and in the tables to the notes to the consolidated financial statements to highlight the lack of comparability between

these two periods.

Certain adjustments have been made to Queen’s historical carrying values to conform accounting policies with the Company,

with any such adjustments being recorded to equity. The preliminary purchase price of Queen is estimated based on the fair

value of all existing and outstanding shares of Queen that were exchanged for shares of Company common stock, with the net

effect of the transaction being charged to equity.

The preliminary purchase price of Queen and adjustment to equity resulting from the merger consists of the following:

(in thousands, except share and per share data)	Amount
Queen common stock outstanding on February 7, 2025	10,967,117
Per share ratio	2.45
Equivalent Bally’s common stock to be issued	26,909,895
Bally’s common stock issued to settle Queen’s outstanding warrant and restricted stock awards	3,542,201
Total Bally’s shares issued for Queen shares outstanding	30,452,096
Share price per Merger Agreement	$18.25
Total purchase price	$555,751
Less: Queen net assets assumed	217,027
Equity adjustment associated with the Queen merger	$338,724

For the period from February 8, 2025 to December 31, 2025 (Successor), revenue and net income from Queen was $216.0

million and $30.8 million, respectively.

79

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Star Entertainment Group Investment

On April 7, 2025 (Successor), the Company entered into a Binding Term Sheet with The Star Entertainment Group Limited

(“The Star”), an ASX-listed company, to invest up to A$300.0 million in a multi-tranche issuance of convertible notes and

subordinated debt (the “Investment”). On April 8, 2025 (Successor), The Star announced a commitment from its largest

shareholder, Investment Holdings Pty, to subscribe for A$100.0 million of the Investment, reducing the Company’s

commitment to A$200.0 million. On April 9, 2025 (Successor), the Company funded A$66.7 million, consisting of Tranche 1A

convertible notes of A$22.2 million (“the Convertible Notes”) and subordinated debt with a principal amount of A$44.4

million. Additionally, on May 23, 2025 (Successor), the Company and The Star entered into a Subscription Agreement and a

Subordination Deed Poll in favor of certain The Star’s senior lenders.

Following shareholder approval, the Company funded an additional principal amount of A$66.7 million in subordinated debt on

June 27, 2025 (Successor) and the remainder of the Company’s A$66.7 million commitment (the “Forward Obligation”) in

subordinated debt (together with the A$44.4 million and A$66.7 million, the “Subordinated Notes”) on October 9, 2025

(Successor). Both the Convertible Notes and Subordinated Notes matured on July 2, 2029, and bore interest at an annual rate of

9%, paid in-kind and compounded quarterly.

These investments were accounted for as debt securities under ASC 320, Investments - Debt Securities, for which the Company

had elected the fair value option allowed by ASC 825, Financial Instruments. Under the fair value option, the investment is

remeasured at fair value at each reporting period, with changes in fair value included within Other non-operating income

(expense), net. During the period from February 8, 2025 to December 31, 2025 (Successor), the Company recognized $3.9

million of interest income from the Star Investment, which it has elected to present as part of the total change in fair value. The

Company measures fair value using a binomial lattice model as well as a discounted cash flow model, classified within Level 3

of the hierarchy. Inputs to the valuation approach include the stock price and credit rating of The Star, volatility of 45%,

recovery rate of 10%, risk free rate of 3.6%, and the Company’s estimate of the probability of default.

During the fourth quarter of 2025, following all required regulatory approvals and pursuant to the terms of the Subscription

Agreement, The Star issued Tranche 2 convertible notes. Using the principal value of the Subordinated Notes as payment, the

Company effectively swapped the Subordinated Notes for Tranche 2 convertible notes. On November 28, 2025 (Successor), the

Company converted the principal amount of the outstanding convertible notes into 2.5 billion ordinary shares of The Star at a

conversion price of A$0.08 per share, giving the Company a 37.7% equity interest in The Star. The Company accounts for its

equity interest in The Star as an equity method investment under the fair value option.

Equity Method Investments

In 2025, following the Queen Merger, the Company had an investment in Intralot. The total initial investment represented

approximately 26.86% of the outstanding shares of Intralot. During the fourth quarter of 2025, the Company acquired a

controlling financial interest in Intralot as described in Note 1, “General Information” and will account for the Intralot

Transaction as a business combination (refer to Note 7 “Business Combinations” for further information). Prior to the Intralot

Transaction, the Company accounted for its shares as an equity method investment under the fair value option.

The Company also has other investments in unconsolidated subsidiaries, which are accounted for using equity method

accounting. The Company records its share of net income or loss and changes in fair value for equity method investments

accounted for under the fair value option within “Other non-operating income (expense), net” in the consolidated statements of

operations. Refer to Note 4 “Consolidated Financial Information” for further information.

Variable Interest Entities

The Company evaluates entities for which control is achieved through means other than voting rights to determine if it is the

primary beneficiary of a VIE. An entity is a VIE if it has any of the following characteristics (i) has insufficient equity to permit

the entity to finance its activities without additional subordinated financial support (ii) equity holders, as a group, lack the

characteristics of a controlling financial interest or (iii) the entity is structured with non-substantive voting rights. The primary

beneficiary of the VIE is generally the entity that has (a) the power to direct the activities of the VIE that most significantly

impact the VIE’s economic performance and (b) the obligation to absorb losses or the right to receive benefits that could

potentially be significant to the VIE. The Company consolidates its investment in a VIE when it determines that it is its primary

beneficiary.

In determining whether it is the primary beneficiary of the VIE, the Company considers qualitative and quantitative factors,

including, but not limited to which activities most significantly impact the VIE’s economic performance and which party

controls such activities and significance of the Company’s investment and other means of participation in the VIE’s expected

profits/losses. Significant judgments related to these determinations include estimates about the current and future fair values

and performance of assets held by these VIEs and general market conditions.

80

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company may change its original assessment of a VIE upon subsequent events such as the modification of contractual

arrangements that affect the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a

portion of an interest held by the primary beneficiary. The Company performs this analysis on an ongoing basis.

Related Parties

The Company evaluates related parties pursuant to ASC 850, Related Party Disclosures (“ASC 850”). Related parties include

VIE entities, shareholders of significant subsidiaries, key management personnel of the Company, and equity method

investments held by the Company. Refer to Note 3 “Related Party Transactions” for further information.

Non-controlling interest

As described in Note 1, “General Information,” on October 8, 2025 the Company acquired a controlling financial interest in

Intralot. In connection with the transaction, Bally’s International Interactive, a wholly owned subsidiary, was contributed to

Intralot. As a result, the Company consolidates Intralot and its subsidiaries, including Bally’s International Interactive, and the

equity interests in Intralot held by third parties are reflected as a noncontrolling interest in the Company’s Consolidated

Statements of Stockholders’ Equity. The non-controlling interest recognized at the Intralot Closing Date represents (i) the fair

value of the equity interests in Intralot held by third parties, which is based on Intralot’s closing share price as of that date and

(ii) the carrying value of the noncontrolling interests attributable to Bally’s International Interactive. As of December 31, 2025

(Successor), third parties held approximately 41.2% of the outstanding equity interests in Intralot. Net loss attributable to non-

controlling interest was $9.2 million for the period from February 8, 2025 to December 31, 2025 (Successor).

During the first quarter of 2025, Bally’s Chicago, Inc., a consolidated subsidiary of the Company, successfully completed a

private placement, whereby shares of Class A-1, A-2, A-3 and A-4 were issued to third parties for total consideration of $12.4

million, net of $0.8 million of issuance costs. Additionally, on August 14, 2025 (Successor), Bally’s Chicago, Inc. completed its

public offering and concurrent private placement, whereby additional shares of Class A-1, A-2, A-3 and A-4 were issued for

total consideration of $5.8 million, net of $0.3 million of issuance costs. As of December 31, 2025 (Successor), the Company’s

non-controlling interest in Bally’s Chicago, Inc. is 10.5%. Net loss attributable to non-controlling interest was $6.3 million for

the period from February 8, 2025 to December 31, 2025 period from February 8, 2025 to December 31, 2025 (Successor).

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with US GAAP requires management to make estimates and judgments

that affect the reported amounts of assets and liabilities and revenues and expenses and related disclosures of contingent assets

and liabilities. On an ongoing basis, the Company evaluates its estimates and judgments including those related to contingent

value rights, the allowance for credit losses, valuation of goodwill and intangible assets, recoverability and useful lives of

tangible and intangible long-lived assets, accruals for potential liabilities related to any lawsuits or claims brought against the

Company, fair value of financial instruments, capitalized software development costs, stock compensation and valuation

allowances for deferred tax assets. The Company bases its estimates and judgments on historical experience and other relevant

factors impacting the carrying value of assets and liabilities. Actual results may differ from these estimates.

Cash and Cash Equivalents and Restricted Cash

Cash and cash equivalents includes cash balances and highly liquid investments with an original maturity of three months or

less. Restricted cash includes player deposits, payment service provider deposits, cash collateral in connection with amounts

previously due to the Chicago Tribune, and VLT and table games related cash payable to certain states where we operate, which

are unavailable for the Company’s use.

Concentrations of Credit Risk

The Company’s financial instruments which potentially expose the Company to concentrations of credit risk consisted of cash

and cash equivalents and trade receivables. The Company maintains cash with financial institutions in excess of federally

insured limits, however, management believes the credit risk is mitigated by the quality of the institutions holding such

deposits.

81

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accounts Receivable, Net

Accounts receivable, net consists of the following:

	Successor			Predecessor
(in thousands)	December 31, 2025			December 31, 2024
Amounts due from GLPI(1)	$63,172			$—
Non-gaming receivables	93,698			27,803
Gaming receivables	24,392			20,700
Accounts due from Rhode Island and Delaware(2)	14,101			14,135
Accounts receivable	195,363			62,638
Less: Allowance for credit losses	(1,412)			(7,152)
Accounts receivable, net	$193,951			$55,486

__________________________________

(1)Represents amounts due from GLPI related to the development of the Company’s future permanent casino resort in Chicago. Refer to Note 15 “Leases”

for further information.

(2)Represents the Company’s share of VLT and table games revenue for Bally’s Twin River and Bally’s Tiverton due from the State of Rhode Island and for

Bally’s Dover from the State of Delaware.

An allowance for credit losses is determined to reduce the Company’s receivables for amounts that may not be collected. The

allowance is estimated based on historical collection experience, current economic and business conditions and forecasts that

affect the collectability and review of individual customer accounts and any other known information. Activity for the

allowance for credit losses is as follows (in thousands):

Allowance for credit losses as of December 31, 2023 (Predecessor)	$6,048
Charged to expense	1,990
Deductions	(886)
Allowance for credit losses as of December 31, 2024 (Predecessor)	7,152
Charged to expense	96
Deductions	(129)
Allowance for credit losses as of February 7, 2025 (Predecessor)	$7,119
Allowance for credit losses as of February 8, 2025 (Successor)	$—
Charged to expense	3,655
Deductions	(2,243)
Allowance for credit losses as of December 31, 2025 (Successor)	$1,412

Inventory

Inventory is stated at the lower of cost or net realizable value on either a first-in, first-out or weighted average cost basis and

consists primarily of food, beverage, promotional items, other supplies and technology hardware and terminals used in the

Company’s consumer lottery business.

82

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation and impairment losses, if applicable. Expenditures

for renewals and betterments that extend the life or value of an asset are capitalized and expenditures for repairs and

maintenance are charged to expense as incurred. The costs and related accumulated depreciation applicable to assets sold or

disposed of are removed from the balance sheet accounts and the resulting gains or losses are reflected in the consolidated

statements of operations. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets or

the related lease term, if any, as follows:

	Years
Land improvements	10-20
Building and improvements	2-50
Equipment	2-10
Furniture and fixtures	2-10

Development costs directly associated with the acquisition, development and construction of a project are capitalized as a cost

of the project during the periods in which activities necessary to prepare the property for its intended use are in progress.

Interest costs associated with major construction projects are capitalized as part of the cost of the constructed assets. When no

debt is incurred specifically for a project, interest is capitalized on amounts expended for the project using the weighted average

cost of borrowing. Capitalization of interest ceases when the project (or discernible portions of the project) is substantially

complete. If substantially all of the construction activities of a project are suspended, capitalization of interest will cease until

such activities are resumed. The Company recorded capitalized interest of $4.8 million, $0.8 million, and $8.0 million during

the period from February 8, 2025 to December 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025

(Predecessor), and the year ended December 31, 2024 (Predecessor), respectively. Refer to Note 15 “Leases” for further

information on capitalized interest in connection with the Company’s Bally’s Chicago permanent casino development.

Leases

The Company determines if a contract is or contains a lease at the contract inception date or the date on which a modification of

an existing contract occurs. A contract is or contains a lease if the contract conveys the right to control the use of an identified

asset for a period in exchange for consideration. Control over the use of the identified asset means the lessee has both (i) the

right to obtain substantially all of the economic benefits from the use of the identified asset throughout the period of use and (ii)

the right to direct the use of the identified asset.

Upon adoption of ASC 842, Leases, (“ASC 842”) the Company elected to account for lease and non-lease components as a

single component for all classes of underlying assets. Additionally, the Company elected to not recognize short-term leases

(defined as leases that are less than 12 months and do not contain purchase options) within the consolidated balance sheets.

The Company recognizes a lease liability for the present value of lease payments at the lease commencement date using its

incremental borrowing rate commensurate with the lease term based on information available at the commencement date unless

the rate implicit in the lease is readily determinable.

Certain of the Company’s leases include renewal options and escalation clauses; renewal options are included in the calculation

of the lease liabilities and right of use assets when the Company determines it is reasonably certain to exercise the options.

Variable expenses generally represent the Company’s share of the landlord’s operating expenses and consumer price index

(“CPI”) increases. Rent expense associated with the Company’s long and short term leases and their associated variable

expenses are reported in total operating costs and expenses within the consolidated statements of operations.

Goodwill

Goodwill consists of the excess of acquisition costs over the fair value of net assets acquired in business combinations.

Goodwill is not amortized, but is reviewed for impairment annually as of October 1st, or when events or changes in the

business environment indicate that the carrying value of the reporting unit may exceed its fair value, by comparing the fair

value of each reporting unit to its carrying value, including goodwill.

When assessing goodwill for impairment, first, qualitative factors are assessed to determine whether it is more likely than not

that the fair value of a reporting unit is less than its carrying value. Items that are considered in the qualitative assessment

include, but are not limited to, the following: macroeconomic conditions, industry and market conditions and overall financial

performance. If the results of the qualitative assessment indicate it is more likely than not that a reporting unit’s carrying value

exceeds its fair value, or if the Company elects to bypass the qualitative assessment, a quantitative goodwill test is performed.

83

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Intangible Assets

The Company’s intangible assets primarily consist of customer relationships, developed technology, internally developed

software, gaming licenses, backlog and trade names.

For its finite-lived intangible assets, the Company establishes a useful life upon initial recognition based on the period over

which the asset is expected to contribute to the future cash flows of the Company and periodically evaluates the remaining

useful lives to determine whether events and circumstances warrant a revision to the remaining amortization period. Finite-lived

intangible assets are amortized over their remaining useful lives in a pattern in which the economic benefits of the intangible

asset are consumed, which is generally on a straight-line basis. The Company reviews the carrying amount of its finite-lived

intangible assets for possible impairment whenever events or changes in circumstances indicate that their carrying amount may

not be recoverable. Should events and circumstances indicate finite-lived intangible assets may not be recoverable, the

Company performs a test for recoverability whereby estimated undiscounted cash flows are compared to the carrying values of

the assets. Should the estimated undiscounted cash flows exceed the carrying value, no impairments are recorded. If the

undiscounted cash flows do not exceed the carrying values, an impairment is recorded based on the fair value of the asset.

Customer Relationships - The Company considers customer relationships to be finite-lived intangible assets, which are

amortized over their estimated useful lives, and are recognized as the result of a business combination.

Developed Technology - Developed technology relates to the design and development of sports betting and casino gaming

software and online gaming products acquired through business combinations. Developed technology is considered to be a

finite-lived intangible asset, which are amortized over their estimated useful lives.

Internally Developed Software - Software that is developed for internal use is accounted for pursuant to ASC 350-40,

Intangibles, Goodwill and Other - Internal-Use Software. Qualifying costs incurred to develop internal-use software are

capitalized when (i) the preliminary project stage is completed, (ii) management has authorized further funding for the

completion of the project and (iii) it is probable that the project will be completed and perform as intended. These capitalized

costs include compensation for employees who develop internal-use software and external costs related to development of

internal use software. Capitalization of these costs ceases once the project is substantially complete and the software is ready for

its intended purpose. Once placed into service, internally developed software is amortized on a straight-line basis over its

estimated useful life, which is generally five years. All other expenditures, including those incurred in order to maintain an

intangible asset’s current level of performance, are expensed as incurred.

Gaming Licenses - Gaming licenses obtained through business combinations are generally recorded at their fair values through

purchase accounting using the Greenfield Method under the income approach. Gaming licenses accounted for as asset

acquisitions are valued at cost. The Company considers its gaming licenses to be finite lived intangibles assets, amortized over

the individual license’s estimated useful life, which is determined by various factors such as the regulatory life of the license,

costs to renew, and whether the real property assets used to operate the license are subject to a long term lease.

Trade Names - Certain trade names are classified as finite-lived based on expectations of future use and are amortized over their

estimated useful lives. The Company also has certain trade names, which are considered to be indefinite lived based on future

expectations of continuing to brand its corporate name and certain properties and online gaming operations under the Bally’s

trade name indefinitely. Intangible assets not subject to amortization are reviewed for impairment annually as of October 1 and

between annual test dates whenever events or changes in circumstances may indicate that the carrying amount of the related

asset may exceed its fair value.

Backlog - Represents the estimated fair value of contracted customer orders and committed future sales that existed but were

not yet fulfilled as of the acquisition date. The valuation includes only revenues that are contractually agreed to and specifically

identifiable at the acquisition date and excludes assumptions about renewals, future sales beyond the contracted period, or

expected synergies.

Refer to Note 10 “Goodwill and Intangible Assets” for further information.

84

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Long-lived Assets

The Company reviews its long-lived assets, other than goodwill and intangible assets not subject to amortization, for indicators

of impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may

not be recoverable. If an asset is still under development, the analysis includes the remaining construction costs. If the carrying

value of the asset exceeds the expected undiscounted future cash flows generated by the asset, the asset is written down to its

estimated fair value and an impairment loss is recognized.

Interest Expense, Net

Interest expense, net is comprised of interest costs for the Company’s debt, amortization of debt issuance costs, debt discounts

and fair value adjustments, interest costs associated with the Company’s deferred payable arrangements, net of interest income

earned on the note receivable (refer to Note 3 “Related Party Transactions”), amounts capitalized for construction projects,

realized changes in fair value relating to interest rate derivative contracts designated as cash flow hedges, and lease payments

associated with the Company’s financing obligation during the year ended December 31, 2023 (Predecessor).

Deferred Payables

In order to execute its strategy of improving working capital efficiency, the Company will, from time to time, participate in

trade finance or deferred payable initiatives, including programs that may extend trade terms with certain suppliers or vendors.

In certain cases, where the Company is not able to extend payment terms directly with suppliers or vendors, the Company will

consider deferred payable solutions that simulate such trade term extensions. These solutions generally involve entering into

exchange agreements with intermediary institutions who will make payment to the supplier or vendor within the original terms

on behalf of the Company, in exchange for a new bill with terms that conforms to the Company’s payment policy of net 90

days. The Company will then pay the new bill to the intermediary institutions, inclusive of any embedded premium, which the

Company records as “Interest expense, net,” within three months or less.

During the period from February 8, 2025 to December 31, 2025 (Successor), the period from January 1, 2025 to February 7,

2025 (Predecessor) and the year ended 2024 (Predecessor), the Company borrowed $272.1 million, $79.6 million and $239.1

million, respectively, under these deferred payable arrangements and repaid $313.6 million, $68.5 million and $165.4 million,

respectively. For the period from February 8, 2025 to December 31, 2025 (Successor), the period from January 1, 2025 to

February 7, 2025 (Predecessor) and the years ended 2024 (Predecessor), the Company incurred $8.7 million, 0.5 million, and

$6.4 million of interest expense, respectively, under these arrangements. Amounts outstanding under these deferred payable

arrangements were $47.0 million and 72.8 million as of December 31, 2025 (Successor) and December 31, 2024 (Predecessor),

respectively, and are included in “Accrued and other current liabilities” on the consolidated balance sheets. All outstanding

deferred payable arrangements as of December 31, 2025 (Successor) were held by Bally’s International Interactive.

Debt Issuance Costs, Debt Discounts and Fair Value Adjustments

Debt issuance costs and debt discounts incurred by the Company in connection with obtaining and amending financing, and fair

value adjustments in connection with business combinations have been included as a component of the carrying amount of debt

in the consolidated balance sheets. Debt issuance costs and debt discounts are amortized over the contractual term of the debt to

interest expense. Debt issuance costs of the revolving credit facility are amortized on a straight-line basis, while all other debt

issuance costs, debt discounts and fair value adjustments are amortized using the effective interest method. Amortization of debt

issuance costs, debt discounts and fair value adjustments included in “Interest expense” in the consolidated statements of

operations was $77.3 million, $1.0 million, and $11.7 million for the period from February 8, 2025 to December 31, 2025

(Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor), and the year ended December 31, 2024

(Predecessor), respectively.

Self-Insurance Reserves

The Company is self-insured for employee medical insurance coverage, general liability and workers’ compensation up to

certain stop-loss amounts. Self-insurance liabilities are estimated based on the Company’s claims experience using actuarial

methods to estimate the future cost of claims and related expenses that have been reported but not settled and that have been

incurred but not yet reported. The self-insurance liabilities are included in “Accrued and other current liabilities” in the

consolidated balance sheets and were $32.8 million and $23.9 million as of December 31, 2025 (Successor) and 2024

(Predecessor), respectively.

85

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Defined Contribution Plans

The Company operates defined contribution plans covering its non-union employees and certain union employees. The plans

allow for employee salary deferrals, which are matched at the Company’s discretion. Total employer contribution expense

attributable to defined contribution plans was $5.1 million, $1.0 million, and $10.3 million for the period from February 8, 2025

to December 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor), and the year ended

December 31, 2024 (Predecessor), respectively.

Share-Based Compensation

The Company accounts for its share-based compensation in accordance with ASC 718, Compensation - Stock Compensation

(“ASC 718”). The Company has one share-based employee compensation plan, which is described more fully in Note 16

“Equity Plans.” Share-based compensation consists of stock options, time-based restricted stock units (“RSUs”), restricted

stock awards (“RSAs”) and performance-based restricted stock units (“PSUs”). The grant date closing price per share of the

Company’s stock is used to estimate the fair value of RSUs and RSAs. Stock options are granted at exercise prices equal to the

fair market value of the Company’s stock at the dates of grant. The Company recognizes share-based compensation expense on

a straight-line basis over the requisite service period of the individual grants. PSUs vest, when and if earned, in accordance with

the terms of the related PSU award agreements. The Company recognizes share-based compensation expense based on the

target number of shares of common stock that may be earned pursuant to the award and the Company’s stock price on the date

of grant and subsequently adjusts expense based on actual and forecasted performance compared to planned targets. Forfeitures

are recognized as reductions to share-based compensation when they occur. 

Strategic Partnership - Sinclair Broadcast Group

In 2020, the Company and Sinclair Broadcast Group, Inc. (“Sinclair”) entered into the Framework Agreement, providing for a

long-term strategic relationship between Sinclair and the Company. Under the Framework Agreement, the Company issued to

Sinclair warrants to purchase up to 4,915,726 shares of the Company at an exercise price of $0.01 per share (“the Penny

Warrants”), a warrant to purchase up to 3,279,337 shares of the Company at an exercise price of $0.01 per share, subject to the

achievement of various performance metrics (the “Performance Warrants”), and an option to purchase up to 1,639,669

additional shares, in four tranches with purchase prices ranging from $30.00 to $45.00 per share, exercisable over a seven-year

period beginning in November 2024 (the “Options”). Additionally, the Company is required to share 60% of the tax benefits it

realizes from the Penny Warrants, Options, Performance Warrants and other related payments. Changes in the estimate of the

tax benefit to be realized and tax rates in effect at the time, among other changes, were treated as an adjustment to the intangible

asset.

In connection with the Queen merger, as of February 7, 2025, all outstanding Performance Warrants became immediately

exercisable at a price of $0.01 per share and the Options were returned to the Company in exchange for 384,536 penny

warrants. The Performance Warrants were reclassified from liability to equity as of February 7, 2025. Refer to Note 12 “Fair

Value Measurements” for more information.

Bally’s Chicago Service Agreements

The Company is party to various agreements relating to the operations of certain services at the Company’s Bally’s Chicago

Casino facilities, including a long-term management agreement with a provider to operate and manage certain hospitality

services at its permanent casino and resort upon opening. The Company expects to receive $50.0 million towards the

construction and build out of certain casino facilities related to such services, payable in installments over 2 years, subject to

certain conditions precedent (the “Bally’s Chicago Construction Investments”). Under the aforementioned hospitality services

agreement, the Company received $4.4 million of Bally’s Chicago Construction Investments in the third quarter of 2025. The

Bally’s Chicago Construction Investments are recorded in “Other long-term liabilities” and will be amortized as a reduction of

Non-gaming operating costs and expenses over the contract term upon commencement of operations at the permanent casino

and resort. Upon commencement of the management services, the Company will pay a management fee and a share of net

receipts to the providers, as applicable, which will be recognized as Non-gaming operating costs and expenses as incurred.

Revenue

The Company accounts for revenue earned from contracts with customers under ASC 606, Revenue from Contracts with

Customers (“ASC 606”). The Company generates revenue from six principal sources: gaming (which includes retail gaming,

online gaming, consumer lottery, sports betting and racing), hotel, food and beverage, licensing, technology services and retail,

entertainment and other. Refer to Note 6 “Revenue Recognition” for further information.

86

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Gaming Expenses

Gaming expenses include, among other things, payroll costs and expenses associated with the operation of VLTs, slots and

table games, including gaming taxes payable to jurisdictions in which the Company operates outside of Rhode Island and

Delaware, and certain marketing costs directly associated with the Company’s iGaming products and services. Gaming

expenses also include racing expenses comprised of payroll costs, off track betting (“OTB”) commissions and other expenses

associated with the operation of live racing and simulcasting.

Advertising Expenses

The Company expenses advertising costs as incurred. Advertising expenses, including production and agency fees of

campaigns, for the period from February 8, 2025 to December 31, 2025 (Successor), the period from January 1, 2025 to

February 7, 2025 (Predecessor) and the year ended December 31, 2024 (Predecessor), was $12.9 million, $0.9 million, and

$12.2 million, respectively. The above advertising expenses are included in “General and administrative” on the consolidated

statements of operations. Additionally, the Company incurred certain advertising and marketing costs directly associated with

the Company’s iGaming products and services of $121.1 million, $12.6 million, and $170.1 million during the period from

February 8, 2025 to December 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the

year ended December 31, 2024 (Predecessor), respectively. These costs are included within Gaming expenses in the

consolidated statements of operations.

Income Taxes

The Company prepares its income tax provision in accordance with ASC 740, Income Taxes. Under the asset and liability

method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the

financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax

credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable

income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax

assets and liabilities of a change in tax rates is recognized in income in the period that the rate change is enacted. A valuation

allowance is required when it is “more likely than not” that all or a portion of the deferred taxes will not be realized. The

consolidated financial statements reflect expected future tax consequences of uncertain tax positions presuming the taxing

authorities’ full knowledge of the position and all relevant facts.

Loss Per Share

Basic loss per common share is calculated in accordance with ASC 260, Earnings Per Share, which requires entities that have

issued securities other than common stock that participate in dividends with common stock (“participating securities”) to apply

the two-class method to compute basic loss per common share. The two-class method is an earnings allocation method under

which basic loss per common share is calculated for each class of common stock and participating security as if all such

earnings had been distributed during the period. To calculate basic loss per share, the earnings allocated to common shares is

divided by the weighted average number of common shares outstanding, contingently issuable warrants and RSUs, RSAs and

PSUs for which no future service is required as a condition to the delivery of the underlying common stock (collectively, basic

shares).

Foreign Currency

The Company’s functional currency is the US Dollar (“USD”). Foreign subsidiaries with a functional currency other than USD

translate assets and liabilities at current exchange rates at the end of the reporting periods, while income and expense accounts

are translated at average exchange rates for the respective periods. Translation adjustments resulting from this process are

recorded to other comprehensive income (loss). Gains or losses from foreign currency remeasurements that arise from exchange

rate fluctuations on transactions denominated in a currency other than the functional currency are included in “Other non-

operating income (expense), net” on the consolidated statements of operations.

Comprehensive Income (Loss)

Comprehensive income (loss) includes changes in equity that result from transactions and economic events from non-owner

sources. Comprehensive income (loss) consists of net income (loss), changes in defined benefit pension plan, net of tax, foreign

currency translation adjustments, net of tax and unrealized gains (losses) relating to cash flow and net investment hedges, net of

tax.

87

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Treasury Stock

The Company records the repurchase of shares of common stock at cost based on the settlement date of the transaction. These

shares are classified as treasury stock, which is a reduction to stockholders’ equity. Treasury stock is included in authorized and

issued shares but excluded from outstanding shares.

Business Combinations

The Company accounts for its acquisitions in accordance with ASC 805, Business Combinations (“ASC 805”). The Company

initially allocates the purchase price of an acquisition to the assets acquired and liabilities assumed based on their estimated fair

values, with any excess of consideration transferred recorded as goodwill. If the estimated fair value of net assets acquired and

liabilities assumed exceeds the purchase price, the Company records a gain on bargain purchase in earnings in the period of

acquisition. The results of operations of acquisitions are included in the consolidated financial statements from their respective

dates of acquisition. Costs incurred to complete the business combination such as investment banking, legal and other

professional fees are not considered part of consideration and are charged to general and administrative expense as they are

incurred.

Segments

Operating segments are identified as components of an enterprise that engage in business activities from which it recognizes

revenues and expenses, and for which discrete financial information is available and regularly reviewed by the chief operating

decision-maker in making decisions regarding resource allocation and assessing performance.

Fair Value Measurements

Fair value is determined using the principles of ASC 820, Fair Value Measurement. Fair value is described as the price that

would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the

measurement date. The fair value hierarchy prioritizes and defines the inputs to valuation techniques as follows:

•Level 1: Observable quoted prices (unadjusted) for identical assets or liabilities in active markets.

•Level 2: Inputs are observable for the asset or liability either directly or through corroboration with observable

market data.

•Level 3: Unobservable inputs.

The inputs used to measure the fair value of an asset or a liability are categorized within levels of the fair value hierarchy. The

fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is

significant to the measurement.

Derivative Instruments Designated as Hedging Instruments

Cross Currency Swaps - The Company uses fixed-to-fixed cross-currency swap agreements to hedge its exposure to adverse

foreign currency exchange rate movements for its foreign operations. The Company has elected the spot method for designating

these contracts as net investment hedges. These derivative arrangements qualified as net investment hedges under ASC 815

through the date of the Intralot transaction, with the gain or loss resulting from changes in the spot value of the derivative

reported in other comprehensive income (loss) with amounts reclassified out of other comprehensive income (loss) into

earnings when the hedged net investment is either sold or substantially liquidated. Refer to Note 11 “Derivative Instruments”

for further information.

Interest Rate Contracts - The Company uses interest rate derivatives to hedge its exposure to variability in cash flows on its

floating-rate debt to add stability to interest expense and manage its exposure to interest rate movements. The Company’s

interest rate swaps and collars are designated as cash flow hedges under ASC 815, with changes in the fair value reported in

other comprehensive income (loss) and reclassified into “Interest expense, net” in the consolidated statements of operations in

the same period in which the hedged interest payments associated with the Company’s borrowings are recorded. Refer to Note

11 “Derivative Instruments” for further information.

88

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.RELATED PARTY TRANSACTIONS

Disposition of Carved-Out Business

In the fourth quarter of 2024, the Company completed the sale of portions of its international interactive business in Asia and

certain other international markets in its Bally's Intralot B2C reportable segment (the “Carved-Out Business”) to a company

(the “Buyer”) formed by members of management of the Carved-Out Business for total consideration of $32.9 million, which

consisted of a €30 million seven-year term note, subject to applicable interest. The disposition includes the Company’s interest

in various contracts with Breckenridge Curacao B.V. (“Breckenridge”), which was previously determined to be a VIE and was

consolidated by the Company. The Company disposed of net assets of approximately $56.2 million, which include the

previously consolidated net assets of Breckenridge, and released foreign currency translation adjustments of $4.7 million.

Additionally, the Company held a net investment hedge on the net investment in the foreign operations sold and thus released

$9.1 million of accumulated other comprehensive income as a result of de-designating the hedge as of the disposal date. The

Company recorded a pre-tax loss of approximately $27.8 million upon the sale, which is included in “General and

administrative” in the consolidated statements of operations for the year ended December 31, 2024 (Predecessor). The net assets

disposed of consisted primarily of goodwill of $20.7 million, and working capital including cash and cash equivalents of $4.2

million and restricted cash of $37.5 million, which consists of player related funds and funds held with payment service

providers, net of liabilities.

Additionally in connection with the disposition, the Company acquired penny warrants that represent a 19.99% fully diluted

equity interest in the Carved-Out Business, for approximately $1.9 million, which as a result is an unconsolidated entity

accounted for under the equity method and is considered to be a related party under ASC 850.

Ownership of certain intellectual property previously owned by Bally’s and used by the Carved-Out Business has been

transferred into an independent trust (“the Trust”). The Trust licenses the use of such intellectual property to the Carved-Out

Business under a commercial license arrangement, with licensing fees paid to the Trust by the Buyer for a term of five years

(subject to annual automatic extension) based on net gaming revenues of the Carved-Out Business. Any proceeds generated

from the Trust property are distributed to the Company by the Trust and are recognized as licensing revenue and included in

“Non-gaming revenue” in the consolidated statements of operations, as development of iGaming capabilities remains a core

part of Bally’s strategy.

Licensing revenue recognized by the Company was $19.3 million, $3.7 million, and $6.9 million during the period from

February 8, 2025 to December 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor), and

the year ended December 31, 2024 (Predecessor), respectively.

During the period from February 8, 2025 to December 31, 2025, the Company recorded a provision for credit loss of $17.1

million, reducing the net carrying value of the seven-year term note to $17.1 million, included in Other assets within the

consolidated balance sheets, as of December 31, 2025 (Successor). The carrying value of the loan receivable was $31.2 million

as of December 31, 2024 (Predecessor) recorded in Other Assets.

The Company recorded interest income on the seven-year term note of $2.7 million, $0.3 million and $0.5 million included

within Interest expense, net in the consolidated statements of operations during the period from February 8, 2025 to December

31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the year ended December 31,

2024 (Predecessor), respectively. Receivables from this equity method investee are included in Accounts receivable, net and

were $6.1 million and $1.1 million as of December 31, 2025 (Successor) and December 31, 2024 (Predecessor), respectively.

Variable Interest Entities

Management has concluded that the Trust established in connection with the aforementioned disposal of the Carved-Out

Business, is a VIE that will be consolidated based on the applicable criterion. Additionally, in connection with the acquisition of

a controlling interest in Intralot during the fourth quarter of 2025, the Company evaluated the variable interests held by Intralot

and concluded that DC09 LLC and Royal Highgate Ltd. are VIEs for which the Company is the primary beneficiary. As a

result, these entities are consolidated in the Company’s consolidated financial statements.

As of December 31, 2025 (Successor) and 2024 (Predecessor), consolidated VIEs had total assets of $60.8 million and

$263.9 million, respectively, and total liabilities of $18.6 million and $27.9 million, respectively. Consolidated VIEs had total

revenues of $19.3 million, $3.7 million and $169.8 million for the period from February 8, 2025 to December 31, 2025

(Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the year ended December 31, 2024

(Predecessor), respectively.

89

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4.CONSOLIDATED FINANCIAL INFORMATION

General and Administrative Expense

Amounts included in General and administrative were as follows:

	Successor			Predecessor
	Period from February 8, 2025 to December 31, 2025			Period from January 1, 2025 to February 7, 2025		Year Ended December 31, 2024
(in thousands)
Advertising, general and administrative(1)	$994,557			$100,969		$976,153
Acquisition and integration	109,509			2,199		24,729
Merger costs(2)	22,677			11,233		14,808
Provision for credit loss on long-term note receivable(3)	17,074			—		—
Loss on disposal of business(3)	—			—		27,796
Total general and administrative	$1,143,817			$114,401		$1,043,486

__________________________________

(1)For the year ended December 31, 2024 (Predecessor), includes $20.0 million of employee-related severance costs within the Company’s Casinos &

Resorts reportable segment related to the closure of its Tropicana Las Vegas casino on April 4, 2024. There was no restructuring liability as of

December 31, 2025 (Successor) and December 31, 2024 (Predecessor) on the consolidated balance sheets.

(2)Refer to Note 1 “General Information” for further information.

(3)Refer to Note 3 “Related Party Transactions” for further information.

Other Non-Operating Income (Expense)

Amounts included in Other non-operating income (expense), net were as follows:

	Successor			Predecessor
	Period from February 8, 2025 to December 31, 2025			Period from January 1, 2025 to February 7, 2025		Year Ended December 31, 2024
(in thousands)
Gain on fair value of fair value option assets	$218,950			$—		$—
Change in value of contingent consideration	(63,176)			(786)		(1,343)
Net income (loss) from equity method investments	(3,264)			(594)		(1,850)
Change in value of performance warrants	—			(1,180)		(13,965)
Foreign exchange (loss) gain	(34,768)			194		10,271
Loss on extinguishment of debt	(93,120)			—		—
Other, net	338			1		2,342
Total other non-operating income (expense), net	$24,960			$(2,365)		$(4,545)

Interest Expense, Net

Amounts included in Interest expense, net were as follows:

	Successor			Predecessor
	Period from February 8, 2025 to December 31, 2025			Period from January 1, 2025 to February 7, 2025		Year Ended December 31, 2024
(in thousands)
Interest income	$8,340			$(1)		$20,718
Interest expense	(373,573)			(27,228)		(310,347)
Total interest expense, net	$(365,233)			$(27,229)		$(289,629)

90

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5.RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Standards Implemented

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures. The

amendments in this update enhance the transparency and decision usefulness of income tax disclosures. This update will be

effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU

2023-09 prospectively as of December 31, 2025. Refer to Note 18 “Income Taxes” for further information.

Standards to Be Implemented

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements - Codification Amendments in Response to the

SEC’s Disclosure Update and Simplification Initiative. The amendments in this update align the requirements in the ASC to the

Securities and Exchange Commission’s (“SEC”) regulations. The effective date for each amended topic in the ASC is the date

on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective.

If by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from

the Codification and not become effective. Early adoption is prohibited. The Company is currently in the process of evaluating

the impact of this amendment on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense

Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in this update

require disclosure of certain costs and expenses on an interim and annual basis in the notes to the financial statements. This

update will be effective for fiscal years beginning after December 15, 2026, and interim reporting periods in fiscal years

beginning after December 15, 2027, with early adoption permitted. The disclosures required under the guidance can be applied

either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all

periods presented in the financial statements. The Company is currently evaluating the impact that this guidance will have on its

financial statement disclosures.

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining

the Accounting Acquirer in the Acquisition of a Variable Interest Entity. The amendments in this update revise the requirements

for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal

acquiree is a VIE that meets the definition of a business. The amendments require that an entity consider the same factors that

are currently required for determining which entity is the accounting acquirer in other acquisition transactions. The amendments

in this update will be effective for fiscal years beginning after December 15, 2026, and interim reporting periods within those

annual reporting periods. The Company is currently evaluating the impact that this guidance will have on its financial

statements and related disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326). The amendments clarify

guidance related to Topic 326 for current accounts receivable and current contract assets arising from transactions accounted for

under Topic 606, Revenue from Contracts with Customers, and allowing for a practical expedient that assumes that current

conditions as of the balance sheet do not change for the remaining life of the asset. The amendments are effective for annual

reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with

early adoption permitted. The Company is evaluating the impact of the adoption of Update 2025-05 to the consolidated

financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic

350-40). The amendments in this update are intended to simplify the capitalization guidance by removing all references to

software development project stages so that the guidance is neutral to different software development methods. The

amendments in this update are effective for annual reporting periods after December 15, 2027. The Company is currently

evaluating the impact that this guidance will have on its financial statements and related disclosures.

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Improvements to Hedge Accounting.

The amendments in this update address stakeholder concerns and intend to more closely align hedge accounting with the

economics of an entity’s risk management activities. The amendments are effective for fiscal years beginning after December

15, 2026, with early adoption permitted. The Company is currently evaluating the impact that this guidance will have on its

financial statements and related disclosures.

91

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The

amendments in this update are intended to improve the clarity and navigability of interim reporting guidance and specify when

it applies. The ASU addresses the form and content of interim financial statements, adds a consolidated list of required interim

disclosures from other Codification topics, and establishes a principle requiring disclosure of events occurring after the end of

the last annual reporting period that have a material impact on the entity. The amendments are effective for interim reporting

periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is

currently evaluating the impact that this guidance will have on its financial statements and related disclosures.

6. REVENUE RECOGNITION

The Company recognizes revenue in accordance with ASC 606, which requires the revenue to be recognized when a

performance obligation is satisfied by transferring the control of promised goods or services and is measured at the transaction

price or the amount of consideration that the Company expects to receive through satisfaction of the identified performance

obligations.

The Company generates revenue from six principal sources: (1) gaming (which includes retail gaming, online gaming,

consumer lottery, sports betting and racing), (2) hotel, (3) food and beverage, (4) licensing, (5) technology services and (6)

retail, entertainment and other.

Sales tax and other taxes collected on behalf of governmental authorities are accounted for on a net basis and are not included in

revenue or operating expenses.

Gaming Revenue

Performance Obligations

Retail gaming service contracts involving our land-based casinos, each have an obligation to honor the outcome of a wager and

to pay out an amount equal to the stated odds, including the return of the initial wager, if the customer receives a winning hand.

These elements of honoring the outcome of the hand of play and generating a payout are considered one performance

obligation, with an additional performance obligation for those customers earning incentives under the Company’s player

loyalty program.

Online gaming and sports betting represent a single performance obligation for the Company to operate contests or games and

award prizes or payouts to users based on results of the arrangement. For certain state-authorized sports betting contracts, the

Company operates and manages wagering services as an agent of the applicable government authority. Additionally, the use of

incentives across the online gaming products create future customer rights and are a separate performance obligation.

Racing revenue is earned through advance deposit wagering, which consists of patrons wagering through an advance deposit

account. Each wagering contract contains a single performance obligation.

Consumer lottery revenue is earned from jurisdictions where the Company has a license from the applicable government

authority to operate games to provide game management services. Each consumer lottery contract contains a single

performance obligation to stand ready to operate games and lotteries in the specific jurisdiction.

Transaction Price

The Company applies a practical expedient to account for its gaming contracts on a portfolio basis as such wagers have similar

characteristics and the Company reasonably expects the impact on the consolidated financial statements of applying the revenue

recognition guidance to the portfolio would not differ materially from the application of an individual wagering contract. The

transaction price for a retail gaming, online gaming or sports betting wagering contract is the difference between wins and

losses, not the total amount wagered. In addition, in the event of a multi-stage contest, the Company will allocate transaction

price ratably from contest start to the contest’s final stage.

The transaction price for racing operations, inclusive of live racing events conducted at the Company’s racing facilities, is the

commission received from the pari-mutuel pool less contractual fees and obligations, primarily consisting of purse funding

requirements, simulcasting fees, tote fees and certain pari-mutuel taxes that are directly related to the racing operations.

92

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For purposes of allocating the transaction price in a wagering contract between the wagering performance obligation and the

obligation associated with incentives earned under loyalty programs, the Company allocates an amount to the loyalty program

contract liability based on the stand-alone selling price of the incentive earned. The performance obligation related to loyalty

program incentives are deferred and recognized as revenue upon redemption by the customer.

For certain consumer lottery contracts, payments to the applicable government authority for the license to operate are not

considered consideration payable to a customer under ASC 606. Accordingly, such payments are recognized as operating

expenses and are not presented as a reduction of revenue.

Revenue Recognition

The allocated revenue for retail gaming wagers is recognized when the wagering occurs as all such wagers settle immediately.

Online gaming revenue is recognized at the point in time when the player completes a gaming session and payout occurs.

Sports betting involves a player wagering money on an outcome or series of outcomes. If a player wins the wager, the Company

pays the player a pre-determined amount known as fixed odds, and its revenue is recognized as total wagers net of payouts

made and incentives awarded to players. Racing revenue includes several of our casinos and resorts’ share of wagering from

live racing and the import of simulcast signals, and is recognized upon completion of the wager based upon an established take-

out percentage. Consumer lottery revenue is recognized as tickets are sold and the variability is resolved.

Certain operations within the Company’s Casinos & Resorts and North America Interactive reportable segment act as an agent

in operating gaming services on behalf of the state in which they are licensed. At these respective casino properties, gaming

revenue is recognized when the wager is settled, which is when the customer has received the benefits of the Company’s

gaming services and the Company has a present right to payment. The Company recorded revenue from its operations in these

states on a net basis, which represents the percentage share entitled to the Company. Additionally, certain operations within the

Company’s B2C reportable segment act as an agent in providing virtual sports betting services on behalf of the applicable

government authority. The Company collects wagers from players, remits net proceeds to the applicable government authority

after payment of prizes, and retains a commission. As the Company does not control the underlying wagering activity, revenue

is recognized on a net basis in an amount equal to the commission to which the Company is entitled. Revenue is recognized

over time as wagering activity occurs and the outcome of the underlying bets is resolved.

Non-gaming Revenue

Performance Obligations

Hotel, food and beverage, licensing, and retail, entertainment and other services have been determined to be separate, stand-

alone performance obligations and revenue is recognized as the good or service is transferred at the point in time of the

transaction.

Technology services contracts involve the Company using its software to provide services related to customers’ lottery, VLT,

and sports betting operations. The Company will also provide related hardware and support services. Technology services

contracts can contain multiple performance obligations, including a performance obligation to stand ready to provide access to

the software throughout the contract term and distinct performance obligations for sales of related hardware and

implementation, customization, maintenance, and technical support services.

Transaction Price

The transaction price for hotel, food and beverage, licensing, and retail, entertainment and other, is the net amount collected

from the customer for such goods and services or under the license agreement. The estimated standalone selling price of hotel

rooms is determined based on observable prices. The standalone selling price of these goods and services are determined based

upon the actual retail prices charged to customers for those items.

The transaction price for technology services contracts is primarily variable and is generally based on either (i) a monthly fee

per enrolled machine, (ii) a percentage of gross revenue, or (iii) a percentage of net drop, which represents total amounts

wagered less winnings and payouts to players.

93

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Revenue Recognition

Hotel revenue is recognized when the customer obtains control through occupancy of the room over their stay at the hotel.

Advance deposits for hotel rooms are recorded as liabilities until revenue recognition criteria are met. Food, beverage and retail

revenues are recognized at the time the goods are sold from Company-operated outlets. Licensing revenue is recognized under

the sales-and usage-based royalty exception available in ASC 606 for licenses of intellectual property whereby revenue is

recognized in the period that the underlying sale or usage occurs as the fees due to the Company are contingent and based on

the customer’s usage of the intellectual property. Technology services revenues from the use of the Company’s software to

provide services to customers are recognized over time as the variability is resolved. Other revenue includes cancellation fees

for hotel and meeting space services, which are recognized upon cancellation by the customer, and golf revenues from the

Company’s operations of Bally’s Golf Links, which are recognized at the time of sale. Additionally, other revenue includes

market access and business-to-business service revenue generated by the Bally's Intralot B2B and North America Interactive

reportable segments, which is recognized at the time the goods are sold or the service is provided, and are included in Non-

gaming revenue within our consolidated statements of operations.

The following table provides a disaggregation of total revenue by segment (in thousands):

	Casinos & Resorts		Bally's Intralot B2B		Bally's Intralot B2C		North America Interactive		Corporate & Other		Total
Period from February 8, 2025 to December 31, 2025 (Successor)
Gaming	$1,072,888		$—		$749,651		$166,915		$—		$1,989,454
Non-gaming:
Hotel	119,409		—		—		—		—		119,409
Food and beverage	125,877		—		—		—		—		125,877
Licensing	—		20,880		—		—		—		20,880
Technology Services	—		64,369		—		—		—		64,369
Retail, entertainment and other	64,264		12,105		3,345		29,395		7,091		116,200
Total non-gaming revenue	309,550		97,354		3,345		29,395		7,091		446,735
Total revenue	$1,382,438		$97,354		$752,996		$196,310		$7,091		$2,436,189
Period from January 1, 2025 to February 7, 2025 (Predecessor)
Gaming	$95,984		$—		$74,849		$14,934		$—		$185,767
Non-gaming:
Hotel	11,006		—		—		—		—		11,006
Food and beverage	11,304		—		—		—		—		11,304
Licensing	—		3,720		—		—		—		3,720
Retail, entertainment and other	6,005		—		416		2,007		273		8,701
Total non-gaming revenue	28,315		3,720		416		2,007		273		34,731
Total revenue	$124,299		$3,720		$75,265		$16,941		$273		$220,498
Year ended December 31, 2024 (Predecessor)
Gaming	$1,008,361		$—		$893,756		$149,551		$—		$2,051,668
Non-gaming:
Hotel	148,693		—		—		—		—		148,693
Food and beverage	134,853		—		360		—		—		135,213
Licensing	—		6,861		—		—				6,861
Retail, entertainment and other	71,206		—		8,516		20,766		7,555		108,043
Total non-gaming revenue	354,752		6,861		8,876		20,766		7,555		398,810
Total revenue	$1,363,113		$6,861		$902,632		$170,317		$7,555		$2,450,478

94

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Contract Assets and Contract Related Liabilities

The Company’s receivables related to contracts with customers are primarily comprised of marker balances, interactive

platform business-to-business service receivables, other amounts due from gaming activities, amounts due for hotel stays and

amounts due from tracks and OTB locations. The Company’s receivables related to contracts with customers were $57.5

million and $41.3 million as of December 31, 2025 (Successor) and 2024 (Predecessor), respectively.

The Company has the following liabilities related to contracts with customers: liabilities for loyalty programs, advance deposits

made for goods and services yet to be provided and unpaid wagers. All of the contract liabilities are short-term in nature and are

included in “Accrued and other current liabilities” in the consolidated balance sheet.

Loyalty program incentives earned by customers are typically redeemed within one year from when they are earned and expire

if a customer’s account is inactive for more than 12 months; therefore, the majority of these incentives outstanding at the end of

a period will either be redeemed or expire within the next 12 months.

Advance deposits are typically interactive player deposits and customer deposits for future banquet events, hotel room

reservations, and gift cards. The Company holds restricted cash for interactive player deposits and records a corresponding

withdrawal liability.

Unpaid wagers include the Company’s outstanding chip liability and unpaid slot, pari-mutuel and sports betting tickets.

Liabilities related to contracts with customers as of December 31, 2025 (Successor) and 2024 (Predecessor) were as follows:

	Successor			Predecessor
	December 31, 2025			December 31, 2024
Unpaid wagers	$60,238			$32,992
Advanced deposits from customers	27,512			26,141
Loyalty programs	10,519			12,167
Total	$98,269			$71,300

The Company recognized $21.0 million, $2.2 million, and $30.5 million of revenue related to loyalty program redemptions for

the period from February 8, 2025 to December 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025

(Predecessor) and the year ended December 31, 2024 (Predecessor), respectively.

7.BUSINESS COMBINATIONS

Intralot Transaction

As described in Note 1 “General Information”, the Company completed the Intralot Transaction on October 8, 2025, with the

Company obtaining a controlling financial interest in Intralot and retaining control of Bally’s International Interactive. The

transaction with Intralot was accounted for as a business combination in accordance with ASC 805, with the Company as the

accounting acquirer.

Intralot is a global gaming technology and services company that provides integrated lottery systems, sports betting solutions

and interactive gaming platforms to state-licensed gaming operators worldwide. The Intralot Transaction expands the

Company’s international gaming and technology footprint, enhances its digital and sports betting capabilities, and strengthens

its position as a vertically integrated gaming and entertainment operator, which aligns with the Company’s broader strategic

initiatives.

The preliminary fair value of the transaction consideration for the Company’s 57.9% interest in Intralot as of the Closing Date

was approximately $1.6 billion, which represents the fair value of Intralot shares issued to the Company plus the Company’s

pre-existing investment in Intralot of approximately $280.6 million as of the Intralot Closing Date. As disclosed in Note 2,

“Summary of Significant Accounting Policies,” the Company’s previous investment in Intralot was accounted for as an equity

method investment under the fair value option and was adjusted to fair value immediately prior to closing of the transaction. 

95

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The preliminary allocation of the purchase price is as follows:

As of October 8, 2025
(in thousands)	Preliminary as of December 31, 2025
Cash and cash equivalents	$2,054,955
Restricted cash	41,341
Other current assets	143,403
Property and equipment	87,769
Right of use assets	20,486
Intangible assets	828,235
Other assets	39,349
Total current liabilities	(150,097)
Lease liabilities	(18,211)
Long-term debt	(1,982,214)
Other long-term liabilities	(159,822)
Non-controlling interest	(1,063,664)
Goodwill	1,763,226
Total fair value of net assets acquired	$1,604,756

The purchase consideration has been allocated to the tangible and identifiable intangible assets acquired and liabilities assumed

based upon their preliminary estimated fair values as of the acquisition date, with the excess of the purchase consideration over

the aggregate net fair values recorded as goodwill, which is not deductible for tax purposes. Qualitative factors that contribute

to the recognition of goodwill include an organized workforce and expected synergies from future cost savings and revenue

driven by the integration of Bally’s intellectual property into Intralot’s product offerings as well as cross selling product

offerings of Intralot and Bally’s International Interactive into existing and new markets. Goodwill has been assigned to the

segments expected to benefit from the transaction on a relative fair value basis, which includes $977.3 million and $785.9

million to the Bally's Intralot B2B and Bally's Intralot B2C segments, respectively. The Non-controlling interest was initially

measured at its fair value based on the trading price of Intralot stock on the date of closing. Certain adjustments have been made

to Intralot’s historical carrying values to conform accounting policies with the Company, including IFRS to US GAAP

conversion adjustments, with any such adjustments recorded to equity.

The Company recorded intangible assets based on estimates of fair value which consisted of the following:

		Valuation Approach		Estimated Useful Life (in years)		Estimated Fair Value
Developed technology		Relief from royalty method		13		$258,568
Intralot trade name		Relief from royalty method		13		61,390
Customer relationships		Multi-period excess earnings method		22		213,220
Backlog		Multi-period excess earnings method		8		295,057
Total fair value of intangible assets						$828,235

The valuation of intangible assets was determined using an income approach methodology including the multi-period excess

earnings method and the relief from royalty method. Level 3 inputs used in estimating future cash flows included terminal

growth rates of 3%, a royalty rate of 1.5% for the Intralot trade name and 15.0% for other acquired intangibles, discount rates

between 7.5% and 8.5%, and operating cash flows. The projected future cash flows are discounted to present value using an

appropriate discount rate. As of December 31, 2025 (Successor), the Company is in the process of completing its valuation of

tangible and intangible assets and the allocation of the purchase price to net assets, including the allocation of goodwill to

reporting units, which will be completed once the valuation process has been finalized.

The Company incurred $40.5 million of transaction-related expenses for the period from February 8, 2025 to December 31,

2025 (Successor) in connection with the transaction primarily related to legal and professional fees, which have been included

within “General and administrative” in the consolidated statements of operations.

96

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Since the Acquisition Date, revenue and net loss of Intralot attributable to Bally’s of $98.2 million and $37.5 million,

respectively, have been included within the accompanying consolidated statement of income for the period from February 8,

2025 to December 31, 2025 (Successor).

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information is presented to illustrate the estimated effects of the transaction as if

the transaction had occurred on January 1, 2024:

	Year Ended December 31,
(in thousands)	2025		2024
Pro forma revenue	$2,958,027		$2,867,048
Pro forma net loss	$(720,051)		$(587,595)

The pro forma amounts include the historical operating results of the Company and Intralot prior to the acquisition, with

adjustments directly attributable to the transaction including amortization expense of intangible assets, debt amortization

expense and interest expenses. The unaudited pro forma financial information is not necessarily indicative of the results of

operations that actually would have been achieved had the transaction been consummated as of the dates indicated, nor is it

indicative of any future results. In addition, the unaudited pro forma financial information does not reflect the expected

realization of any synergies or cost savings associated with the transaction.

Merger with Queen Casino & Entertainment, Inc.

The Merger between the Company and Queen was accounted for as a transaction between entities under common control in

accordance with ASC 805, in which the accounting acquirer (Parent and its affiliates) obtained control of the Company. As

described in Note 2, “Summary of Significant Accounting Policies”, the Company has elected to push down its Parent’s basis in

its net assets into its financial statements, and as a result, the net assets of the Predecessor were measured and recognized at

their fair values as of the acquisition date and were combined with those of Queen at Queen’s historical carrying amounts and

are presented on a combined basis. The following disclosures relate to the Company’s election to apply push down and show

the effect of the change in control.

The fair value of the Merger consideration was $955.6 million, which represents 52,364,192 total shares outstanding prior to the

Merger multiplied by the Merger value of $18.25 per share. Immediately following the transaction, the Company repurchased

22,804,384 shares at a price of 18.25 for a total repurchase price of $416.2 million.

The preliminary and final allocation of the purchase price is as follows:

	As of February 7, 2025
(in thousands)	Preliminary as of February 7, 2025		Year to Date Adjustments		Final as of December 31, 2025
Cash and cash equivalents	$173,550		$—		$173,550
Restricted cash	57,352		—		57,352
Other current assets	210,447		—		210,447
Property and equipment	1,065,486		(4,745)		1,060,741
Right of use assets	1,692,346		17,215		1,709,561
Goodwill	1,555,354		55,838		1,611,192
Intangible assets	1,866,963		(47,542)		1,819,421
Other assets	131,457		(10,570)		120,887
Total current liabilities	(548,702)		(19,200)		(567,902)
Lease liabilities	(1,823,153)		(17,215)		(1,840,368)
Long-term debt	(2,914,688)		—		(2,914,688)
Other long-term liabilities	(510,765)		26,219		(484,546)
Net assets acquired	$955,647		$—		$955,647

97

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The purchase consideration has been allocated to the tangible and identifiable intangible assets and liabilities based upon their

estimated fair values as of the acquisition date, with the excess of the purchase consideration over the aggregate net fair values

recorded as goodwill, which is not deductible for tax purposes. Accounts receivable, other assets, current liabilities and

inventories were stated at their historical carrying value, which approximates fair value given the short-term nature of these

assets and liabilities. The estimate of fair value for property and equipment and owned real property was based on an

assessment of the assets' condition as well as an evaluation of the current market value of such assets. The fair value of

leasehold interests were estimated based on evaluating contractual rent payments relative to market rent giving consideration to

the Company’s capitalization rates and rent coverage ratios, under the income method or by estimating the fee simple value and

estimated rate of return, depending on the nature of the underlying leasehold interest. In connection with remeasuring the

Company’s lease liabilities, unfavorable off-market components of $130.8 million were recognized as a decrease to the

Company’s right of use assets, and will be amortized as a reduction of lease expense on a straight line basis over the remaining

lease term.

The Company recorded intangible assets based on estimates of fair value which consisted of the following:

		Valuation Approach		Estimated Useful Life (in years)		Estimated Fair Value
Gaming licenses		Greenfield/Replacement Cost method		2-18		$716,998
Customer relationships		Multi-Period Excess Earnings/ Replacement Cost method		1-7		348,034
Developed technology		Relief from royalty method		5		252,700
Trade names		Relief from royalty method		12		74,600
Intellectual property license		Relief from royalty method		7		141,000
Other amortizing intangibles		Various methods		1-22		8,089
Indefinite lived trade name		Relief from royalty method		Indefinite		278,000
Total fair value of intangible assets						$1,819,421

The valuation of intangible assets was determined using income approach methodologies including the Greenfield method,

multi-period excess earnings method, relief from royalty method, and the replacement cost method. Level 3 inputs used in

estimating future cash flows included terminal growth rates of 3%, royalty rates between 2% and 19%, discount rates between

11% and 15%, operating cash flows, estimated construction costs, and pre-opening expenses, among others. The projected

future cash flows are discounted to present value using an appropriate discount rate. As of December 31, 2025 (Successor), the

Company has finalized its valuation of tangible and intangible assets and the allocation of the purchase price to the assets

acquired and liabilities assumed.

The Company incurred $22.7 million, $11.2 million and $14.8 million of transaction-related expenses for the period from

February 8, 2025 to December 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor), and

the year ended December 31, 2024 (Predecessor), respectively. Transaction-related expenses were incurred in connection with

the Merger and are primarily related to legal and professional fees, which have been included within “General and

administrative” in the consolidated statements of operations.

98

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.PREPAID EXPENSES AND OTHER CURRENT ASSETS

As of December 31, 2025 (Successor) and 2024 (Predecessor), prepaid expenses and other assets was comprised of the

following:

	Successor			Predecessor
(in thousands)	December 31, 2025			December 31, 2024
Services and license agreements	$26,732			$43,141
Taxes and licenses	44,161			18,988
Prepaid marketing	13,516			11,952
Prepaid insurance	14,866			3,341
Short term derivative assets	3,975			5,359
Short term notes receivable	14,730			17,342
Other	41,629			15,348
Total prepaid expenses and other current assets	$159,609			$115,471

9.PROPERTY AND EQUIPMENT

As of December 31, 2025 (Successor) and 2024 (Predecessor), property and equipment, net was comprised of the following:

	Successor			Predecessor
(in thousands)	December 31, 2025			December 31, 2024
Land and improvements	$98,527			$49,553
Building and improvements	712,236			370,086
Equipment	265,357			280,946
Furniture and fixtures	54,146			64,109
Construction in process(1)	27,621			149,906
Total property and equipment	1,157,887			914,600
Less: Accumulated depreciation	(94,148)			(283,898)
Property and equipment, net	$1,063,739			$630,702

__________________________________

(1)Refer to Note 15 “Leases” for further information on the Company’s reclassification of its construction in process related to the construction of its

permanent casino resort in Chicago in connection with the signing of the Chicago MLA.

Depreciation expense relating to property and equipment for the period from February 8, 2025 to December 31, 2025

(Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the year ended 2024 (Predecessor) was

$73.6 million, $7.6 million, and $158.0 million, respectively.

10.GOODWILL AND INTANGIBLE ASSETS

2025 Annual Impairment Assessment

As of October 1, 2025 (Successor), the Company performed its annual impairment assessment of goodwill and long lived assets

for all reporting units and asset groups. Each individual property within the Casinos & Resorts operating segment is determined

to be its own reporting unit and asset group. The reporting unit for the North America Interactive operating segment is the

operating segment. The reporting units for the Bally's Intralot B2C and Bally's Intralot B2B operating segments are grouped at

the geographical level.

99

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company performed a quantitative test of a reporting unit and a long lived asset group within its Bally's Intralot B2B

operating segment due to declining projected cash flows in its licensing business. The carrying value of the reporting unit and

asset group exceeded their respective fair values, resulting in an impairment charge of $181.6 million. The goodwill within the

reporting unit was impaired by $72.5 million, and the fair value was determined through a discounted cash flow approach.  The

valuation utilized level 3 inputs including projected cash flows, a market-based weighted average cost of capital (“WACC”) of

25% and a long term growth rate of 2%. The long lived assets within the group consisted of a licensing asset, which was

impaired by $109.1 million. The fair value of the asset group was determined using a relief from royalty method, which is a

discounted cash flow approach and utilized level three inputs including projected cash flows, a royalty rate of 19%, a WACC of

23%, and the Company’s estimates for probability of continuing use of the licensing asset. 

For four indefinite lived gaming licenses in the Casinos & Resorts segment, the Company determined the useful life was no

longer indefinite, and the useful life was updated to be finite lived.  In accordance with ASC 350, upon re-assessing the assets

as finite lived, an impairment test was performed. The Company valued the gaming licenses using the Greenfield Method under

the income approach which estimates the fair value of the gaming license using a discounted cash flow model assuming the

Company built a new casino with similar utility to that of the existing casino. Level 3 inputs to the valuation include estimating

projected revenues and operating cash flows, including terminal growth rates of 2%, estimated construction costs, and pre-

opening expenses and are discounted at a WACC of 10% for four licenses. The fair values of the four gaming licenses exceeded

their respective carrying values and no impairment was recorded.

For all other reporting units, indefinite lived intangible assets and long lived asset groups, the Company performed a qualitative

analysis for the annual assessment of goodwill (commonly referred to as “Step Zero”). From a qualitative perspective, in

evaluating whether it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, relevant events

and circumstances are taken into account, with greater weight assigned to events and circumstances that most affect the fair

value or the carrying amounts of its assets. Items that were considered included, but were not limited to, the following:

macroeconomic conditions, industry and market conditions and overall financial performance, and the most recent quantitative

assessment performed for the reporting unit. After assessing these and other factors, the Company determined that it was more

likely than not that the fair value of the reporting units subject to the qualitative assessment exceeded their carrying amounts as

of October 1, 2025 (Successor). If future results vary significantly from current estimates and related projections, the Company

may be required to record impairment charges.

2025 Interim Impairment

During the fourth quarter of 2025, the UK announced an increase of the remote gaming duty tax from 21% to 40%, effective in

April 2026. As a result of this announcement, the Company identified a triggering event to assess impairment at a reporting unit

within its Bally's Intralot B2C operating segment and performed a quantitative test for impairment. The estimated fair value of

the reporting unit was determined through a combination of a discounted cash flow model and market-based approach, which

utilized inputs including future cash flow projections for the reporting units, terminal growth rates of 3%, and discount rates of

12.0%. The result of this assessment did not result in any impairment as fair value exceeded carrying value. If future results

significantly vary from current estimates and related projections, the Company may be required to record impairment.

2024 Annual Impairment Assessment

As of October 1, 2024 (Predecessor), the Company performed its annual impairment assessment of goodwill and long lived

assets for all reporting units and asset groups. Each individual property within the Casinos & Resorts operating segment is

determined to be its own reporting unit and asset group. The reporting units for the North America Interactive and Bally's

Intralot B2C operating segments are the operating segments.

The Company performed a quantitative test of goodwill for its Bally's Intralot B2C reporting unit and one reporting unit within

the Casinos & Resorts operating segment and determined that the fair value of the reporting units exceeded their respective

carrying amounts and thus, there was no impairment. The estimated fair value of the reporting units were determined through a

combination of a discounted cash flow model and market-based approach, which utilized Level 3 inputs including future cash

flow projections for the reporting units, terminal growth rates of 3% and discount rates of 15% and 11%. If future results

significantly vary from current estimates and related projections, the Company may be required to record impairment charges.

100

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the North America Interactive reporting unit and all other reporting units within the Casinos & Resorts segment with

goodwill, the Company performed a qualitative analysis for the annual assessment of goodwill (commonly referred to as “Step

Zero”). From a qualitative perspective, in evaluating whether it is more likely than not that the fair value of a reporting unit

exceeds its carrying amount, relevant events and circumstances are taken into account, with greater weight assigned to events

and circumstances that most affect the fair value or the carrying amounts of its assets. Items that were considered included, but

were not limited to, the following: macroeconomic conditions, industry and market conditions and overall financial

performance, and the most recent quantitative assessment performed for the reporting unit. After assessing these and other

factors, the Company determined that it was more likely than not that the fair value of the reporting units subject to the

qualitative assessment exceeded their carrying amounts as of October 1, 2024 (Predecessor). If future results vary significantly

from current estimates and related projections, the Company may be required to record impairment charges.

For four indefinite lived gaming licenses in the Casinos & Resorts segment, the Company determined it had an indicator of

impairment based on declines in actual or projected results compared to those projected when the gaming licenses were

originally valued at acquisition. The Company valued the gaming licenses using the Greenfield Method under the income

approach which estimates the fair value of the gaming license using a discounted cash flow model assuming the Company built

a new casino with similar utility to that of the existing casino. Level 3 inputs to the valuation include estimating projected

revenues and operating cash flows, including terminal growth rates between 2% and 3%, estimated construction costs, and pre-

opening expenses and is discounted at a market-based WACC, which was between 10% and 11% for three licenses. The fair

values of three of the four gaming licenses were below their respective carrying values and the Company recorded a combined

impairment loss of $38.6 million. The fair value of the fourth gaming license exceeded its carrying value.

For all other indefinite lived intangible assets, the Company performed a qualitative assessment of impairment and determined

that it was more likely than not that the fair values of all assets exceed their carrying values as of October 1, 2024 (Predecessor).

If future results vary significantly from current estimates and related projections, the Company may be required to record

impairment charges.

2024 Interim Impairment

During the fourth quarter of 2024 (Predecessor), the Company divested a component within the Bally's Intralot B2B operating

segment (refer to Note 3 “Related Party Transactions” for further information). As a result of this divestiture, the Company

allocated goodwill on a relative fair value basis to the divested component which also triggered the need for an interim

impairment assessment. The Company estimated the fair value of the reporting units using both income and market-based

approaches. Specifically, the Company applied the discounted cash flow (“DCF”) method under the income approach. The

Company relied on the present value of expected future cash flows, including terminal value, utilizing a market-based WACC

determined separately for the reporting unit as of the valuation date. The determination of fair value under the DCF method

involved the use of significant Level 3 inputs and assumptions, including revenue growth rates driven by expected future

activity, operating margins, capital expenditures, working capital requirements, tax rates, terminal growth rates of 3%, and a

discount rate of 16%. The fair value of the reporting unit exceeded its carrying value and thus no impairment was recorded. The

Company allocated $20.7 million to the component that was divested, which was subsequently de-recognized.

As a result of this divestiture, the Company identified a triggering event related to a long lived asset group within its Bally's

Intralot B2B operating segment. The triggering event was the result of the expected future cash flows of the asset group being

below the carrying value of the long lived assets and therefore, a quantitative impairment analysis was performed. The fair

value of the intangible assets were determined using a relief from royalty method, which utilized Level 3 inputs and was

exceeded by the carrying value, indicating an impairment. Inputs to the valuation included revenue projections derived from the

intangible assets, a discount rate of 16% and royalty rates between 3% and 12%. As a result of the analysis, the Company

recorded an aggregate $197.5 million impairment charge in its Bally's Intralot B2B operating segment. The Company allocated

the loss first to intangible assets, in the amount of $125.9 million, and then the residual of $71.6 million to goodwill. These

charges are recorded within “Impairment charges” in the consolidated statements of operations.

101

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The change in carrying value of goodwill by reportable segment for the period from February 8, 2025 to December 31, 2025

(Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the year ended December 31, 2024

(Predecessor) is as follows:

(in thousands)	Casinos & Resorts(3)(4)		Bally's Intralot B2B		Bally's Intralot B2C		North America Interactive		Corporate & Other		Total
Goodwill as of December 31, 2023 (Predecessor)(1)(3)	$313,493		$—		$1,586,590		$35,720		$—		$1,935,803
Goodwill from current year business combinations	—		—		1,176		—		—		1,176
Effect of foreign exchange	—		(3,390)		(40,810)		(334)		—		(44,534)
Purchase accounting adjustments on prior year business combinations	(208)		—		—		—		—		(208)
Current year divestiture	—		—		(20,657)		—		—		(20,657)
Reporting unit re-allocation	—		158,733		(158,733)		—		—		—
Impairment charges	—		(71,636)		—		—		—		(71,636)
Goodwill as of December 31, 2024 (Predecessor)(1)(2)(4)	313,285		83,707		1,367,566		35,386		—		1,799,944
Effect of foreign exchange	—		(97)		(11,171)		—		—		(11,268)
Goodwill as of February 7, 2025 (Predecessor)(1)(2)(4)	$313,285		$83,610		$1,356,395		$35,386		$—		$1,788,676
Goodwill as of February 8, 2025 (Successor)	612,191		86,008		630,252		56,845		205,352		1,590,648
Goodwill from current period business combinations	—		977,338		785,888		—		—		1,763,226
Current year measurement period adjustments	7,922		(21,219)		20,875		324		47,936		55,838
Goodwill measurement period segment re-allocation	21,942		11,416		235,834		(57,169)		(212,023)		—
Impairment charges	—		(72,497)		—		—		—		(72,497)
Effect of foreign exchange	—		13,133		82,545		—		—		95,678
Goodwill as of December 31, 2025 (Successor)(5)(6)	$642,055		$994,179		$1,755,394		$—		$41,265		$3,432,893

__________________________________

(1)Amounts are shown net of accumulated goodwill impairment charges of $5.4 million and $140.4 million for Casinos & Resorts and North America

Interactive, respectively.

(2)Amounts are shown net of accumulated goodwill impairment charges of $71.6 million for Bally's Intralot B2B.

(3)As of December 31, 2023 (Predecessor), amounts shown include $50.4 million of goodwill associated with reporting units with negative carrying value.

(4)As of February 7, 2025 (Predecessor) and December 31, 2024 (Predecessor), amounts shown include $59.2 million of goodwill associated with reporting

units with negative carrying value.

(5)As of December 31, 2025 (Successor), amounts shown include $115.8 million of goodwill associated with reporting units with negative carrying value.

(6)Amounts are shown net of accumulated goodwill impairment charges of $73.3 million for Bally's Intralot B2B.

102

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The change in intangible assets, net for the period from February 8, 2025 to December 31, 2025 (Successor), the period from

January 1, 2025 to February 7, 2025 (Predecessor) and the year ended December 31, 2024 (Predecessor) is as follows (in

thousands):

Intangible assets, net as of December 31, 2023 (Predecessor)	$1,871,428
Derecognition of Commercial rights - Sinclair	(202,572)
Effect of foreign exchange	(24,871)
Impairment charges	(164,486)
Capitalized software	48,392
Other intangibles acquired	3,059
Intangible assets disposed	(2,074)
Less: Amortization of intangible assets	(221,533)
Intangible assets, net as of December 31, 2024 (Predecessor)	$1,307,343
Effect of foreign exchange	(3,662)
Capitalized software	3,054
Less: Amortization of intangible assets	(14,765)
Intangible assets, net as of February 7, 2025 (Predecessor)	$1,291,970
Intangible assets, net as of February 8, 2025 (Successor)	$1,941,245
Additions from current year business combinations	828,235
Measurement period adjustments	(47,542)
Impairment charges	(109,123)
Additions in current period(1)	503,813
Capitalized software	31,214
Effect of foreign exchange	72,664
Less: Amortization of intangible assets	(219,523)
Intangible assets, net as of December 31, 2025 (Successor)	$3,000,983

__________________________________

(1)Amount includes $500.0 million acquisition of New York gaming license. Refer to Note 19 “Commitments and Contingencies” for further information.

The Company’s identifiable intangible assets consist of the following:

	Weighted average remaining life (in years)		December 31, 2025 (Successor)
(in thousands, except years)			Gross Carrying Amount		Accumulated Amortization		Net
Amortizable intangible assets:
Gaming licenses	14.4		$1,279,780		$(43,882)		$1,235,898
Customer relationships	11.0		588,320		(91,471)		496,849
Developed technology	8.7		535,530		(53,724)		481,806
Backlog	7.8		297,551		(8,554)		288,997
Trade names	11.8		144,801		(8,628)		136,173
Licensing asset	6.1		34,902		(1,384)		33,518
Internally developed software	4.1		31,214		(1,351)		29,863
Other	9.6		25,412		(5,533)		19,879
Total amortizable intangible assets			2,937,510		(214,527)		2,722,983
Intangible assets not subject to amortization:
Trade names	Indefinite		278,000		—		278,000
Total unamortizable intangible assets			278,000		—		278,000
Total intangible assets, net			$3,215,510		$(214,527)		$3,000,983

103

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Weighted average remaining life (in years)		December 31, 2024 (Predecessor)
(in thousands, except years)			Gross Carrying Amount		Accumulated Amortization		Net
Amortizable intangible assets:
Customer relationships	4.1		$660,005		$(272,333)		$387,672
Developed technology	5.1		210,712		(70,073)		140,639
Internally developed software	3.7		105,284		(26,791)		78,493
Gaming licenses	5.6		47,797		(19,864)		27,933
Trade names	7.0		31,723		(18,032)		13,691
Hard Rock license	22.5		8,000		(2,545)		5,455
Other	9.6		11,473		(4,918)		6,555
Total amortizable intangible assets			1,074,994		(414,556)		660,438
Intangible assets not subject to amortization:
Gaming licenses	Indefinite		546,908		—		546,908
Trade Names	Indefinite		98,784		—		98,784
Other	Indefinite		1,213		—		1,213
Total unamortizable intangible assets			646,905		—		646,905
Total intangible assets, net			$1,721,899		$(414,556)		$1,307,343

Amortization of intangible assets was approximately $219.5 million, $14.8 million, and $221.5 million for the period from

February 8, 2025 to December 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the

year ended December 31, 2024 (Predecessor), respectively.

Refer to Note 7 “Business Combinations” for further information about the goodwill and intangible balances added from

business combinations. Refer to Note 2 “Summary of Significant Accounting Policies” for intangible assets added through the

Framework Agreement.

The following table shows the remaining amortization expense associated with finite lived intangible assets as of December 31,

2025 (Successor):

(in thousands)
2026	$329,948
2027	328,863
2028	308,473
2029	237,569
2030	178,430
Thereafter	1,339,700
	$2,722,983

11.DERIVATIVE INSTRUMENTS

The Company utilizes derivative instruments in order to mitigate interest rate and currency exchange rate risk in accordance

with its financial risk and liability management policy.

104

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During the year ended December 31, 2024 (Predecessor), the Company settled $500.0 million of notional interest rate collars

and received $3.9 million in termination payments, reflecting the fair value on the settlement date. The fair value on the

settlement date is recorded as a component of accumulated other comprehensive income (loss), which will be reclassified into

“Interest expense, net” in the consolidated statements of operations in the same period in which the hedged interest payments

associated with the Company’s borrowings are recorded. Additionally, the Company simultaneously entered into a series of

interest rate contracts in a notional aggregate amount of $1.00 billion, to further manage the Company’s exposure to interest

rate movements associated with the Company’s variable rate Term Loan Facility through its synthetic conversion to fixed rate

debt. The tenor of these contracts were matched with the maturity of the Term Loan Facility tranche maturing on October 1,

2028.

Additionally, the Company is a party to a series of interest rate contracts and cross currency swap derivative transactions with

multiple bank counterparties in order to synthetically convert a notional aggregate amount of $500.0 million of the Company’s

USD denominated variable rate Term Loan Facility, as disclosed in Note 14 “Long-Term Debt,” into fixed rate debt over five

years and $200 million of the Term Loan Facility, to an equivalent GBP denominated floating rate instrument over three years.

These contracts mature in October 2028 and 2026, respectively.

Cross Currency Swaps

Net Investment Hedges - The Company is exposed to fluctuations in foreign exchange rates on investments it holds in its

European foreign entities. The Company uses fixed and fixed-cross-currency swaps to hedge its exposure to changes in the

foreign exchange rate on its foreign investment in Europe and their exposure to changes in the EUR-GBP exchange rate.

Currency forward agreements involve fixing the USD-EUR exchange rate for delivery of a specified amount of foreign

currency on a specified date. The currency forward agreements are typically cash settled in USD for their fair value at or close

to their settlement date. Cross-currency swaps involve the receipt of functional-currency-fixed-rate amounts from a

counterparty in exchange for the Company making foreign-currency-fixed-rate payments over the life of the agreement. These

derivative arrangements qualified as net investment hedges under ASC 815, with the gain or loss resulting from changes in the

spot value of the derivative reported in other comprehensive income (loss). Amounts are reclassified out of other

comprehensive income (loss) into earnings when the hedged net investment is either sold or substantially liquidated.

Additionally, the accrual of foreign currency and USD denominated coupons are recognized in “Interest expense, net” in the

consolidated statements of operations.

Economic Hedges - During the fourth quarter of 2024 (Predecessor), as a result of the sale of the Carved-Out Business, the

Company de-designated its EUR-GBP cross currency swaps as net investment hedges and began recording changes in fair

value of the derivative and the accrual of foreign currency and USD denominated coupons through earnings reported in Other

non-operating income (expense), net in the consolidated statements of operations. At the time of de-designation, the total

amount of accumulated other comprehensive loss was $9.1 million and was recorded as part of Loss on disposal of business in

General and administrative expenses in the consolidated statements of operations. Refer to Note 3 “Related Party Transactions,”

Note 12 “Fair Value Measurements” and Note 17 “Stockholders’ Equity” for further information.

During the fourth quarter of 2025 (Successor), concurrent with the Intralot Transaction, the Company de-designated its USD-

GBP cross currency swaps as net investment hedges and began recording changes in fair value of the derivative and the accrual

of foreign currency and USD denominated coupons through earnings reported in Other non-operating income (expense), net in

the consolidated statements of operations. Refer to Note 1 “General Information” and Note 7 “Business Combinations” for

further information.

The following tables summarize the Company’s cross currency swap arrangements as of December 31, 2024 (Predecessor). The

Company did not have any cross currency swap arrangements designated as hedging instruments as of December 31, 2025

(Successor).

December 31, 2025 (Successor)

December 31, 2024 (Predecessor)

(in thousands)

Hedge Designation

Notional Sold

Notional Purchased

Hedge Designation

Notional Sold

Notional Purchased

Cross currency swaps

Economic Hedge

€461,595

£387,531

Economic Hedge

€461,595

£387,531

Cross currency swaps

Economic Hedge

£546,759

$700,000

Net Investment Hedge

£546,759

$700,000

105

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Cash Flow Hedges

Interest Rate Contracts - The Company’s objectives in using interest rate derivatives are to hedge its exposure to variability in

cash flows on a portion of its floating-rate debt, to add stability to interest expense and to manage its exposure to interest rate

movements. To accomplish these objectives, the Company primarily uses interest rate swaps and collars as part of its financial

risk and liability management policy. The Company’s interest rate swaps and collars are designated as cash flow hedges under

ASC 815. The changes in the fair value of these instruments are recorded as a component of accumulated other comprehensive

income (loss) and reclassified into “Interest expense, net” in the consolidated statements of operations in the same period in

which the hedged interest payments associated with the Company’s borrowings are recorded. Refer to Note 12 “Fair Value

Measurements” and Note 17 “Stockholders’ Equity” for further information.

As of December 31, 2025 (Successor) and December 31, 2024 (Predecessor), the Company’s cash flow hedges included interest

rate swaps of $1.5 billion, respectively. Refer to Note 12 “Fair Value Measurements” for further information.

Foreign Exchange Forward Contracts

During the third quarter of 2025, the Company entered into a series of foreign exchange forward contracts (the “Deal

Contingent FX Forwards”) to hedge the EUR cash proceeds to be received in connection with the sale of its international

interactive business to Intralot. The Company agreed to sell total notional amounts of €1.00 billion and buy USD at fixed

exchange rates between 1.16489 and 1.18390. The Deal Contingent FX Forwards do not qualify for hedge accounting treatment

and are therefore carried at fair value with gains or losses recorded to Other non-operating income (expense), net. Refer to Note

12 “Fair Value Measurements” for further information. The Deal Contingent FX Forwards settled upon completion of the deal

with Intralot in October 2025.

12.FAIR VALUE MEASUREMENTS

The following tables summarize the Company’s assets and liabilities measured at fair value on a recurring basis. Financial

assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value

measurement. There were no assets and liabilities measured at fair value on a nonrecurring basis.

			Successor
			December 31, 2025
(in thousands)	Balance Sheet Location		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	Cash and cash equivalents		$798,423		$—		$—
Restricted cash	Restricted cash		108,263		—		—
Investment in GLPI partnership	Other assets		—		18,946		—
Investment in The Star	Other assets		301,285		—		—
Derivative assets not designated as hedging instruments:
Cross currency swaps	Prepaid expenses and other current assets		—		3,975		—
Cross currency swaps	Other assets		—		1,111		—
Total derivative assets at fair value			—		5,086		—
Total assets			$1,207,971		$24,032		$—
Liabilities:
Contingent consideration	Accrued and other current liabilities		$—		$—		$115,000
Contingent consideration	Other long-term liabilities		—		—		8,885
Derivative liabilities not designated as hedging instruments:
Cross currency swaps	Accrued and other current liabilities		—		17,643		—
Cross currency swaps	Other long-term liabilities		—		51,716		—
Derivative liabilities designated as hedging instruments:
Interest rate contracts	Accrued and other current liabilities		—		9,166		—
Interest rate contracts	Other long-term liabilities		—		29,854		—
Total derivative liabilities at fair value			—		108,379		—
Total liabilities			$—		$108,379		$123,885

106

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

			Predecessor
			December 31, 2024
(in thousands)	Balance Sheet Location		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	Cash and cash equivalents		$171,233		$—		$—
Restricted cash	Restricted cash		60,021		—		—
Investment in GLPI partnership	Other assets		—		20,418		—
Derivative assets not designated as hedging instruments
Cross currency swaps	Prepaid expenses and other current assets		—		4,871		—
Cross currency swaps	Other assets		—		615		—
Derivative assets designated as hedging instruments:
Interest rate contracts	Prepaid expenses and other current assets		—		340		—
Interest rate contracts	Other assets		—		336		—
Cross currency swaps	Prepaid expenses and other current assets		—		148		—
Cross currency swaps	Other assets		—		13,181		—
Total derivative assets at fair value			—		19,491		—
Total assets			$231,254		$39,909		$—
Liabilities:
Contingent consideration	Other long-term liabilities		$—		$—		$59,923
Derivatives not designated as hedging instruments:
Sinclair Performance Warrants	Other long-term liabilities		—		—		58,668
Cross currency swaps	Other long-term liabilities		—		11,174		—
Derivative liabilities designated as hedging instruments:
Interest rate contracts	Accrued and other current liabilities		—		1,855		—
Interest rate contracts	Other long-term liabilities		—		13,372		—
Cross currency swaps	Accrued and other current liabilities		—		1,189		—
Cross currency swaps	Other long-term liabilities		—		1,624		—
Total derivative liabilities at fair value			—		29,214		58,668
Total liabilities			$—		$29,214		$118,591

There were no transfers made among the three levels in the fair value hierarchy for the period from February 8, 2025 to

December 31, 2025 (Successor), period from January 1, 2025 to February 7, 2025 (Predecessor) and year ended December 31,

2024 (Predecessor).

107

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the changes in fair value of the Company’s Level 3 assets and liabilities:

(in thousands)	Sinclair Performance Warrant Liability		Contingent Consideration Liability
Balance as of December 31, 2023 (Predecessor)	$44,703		$58,580
Change in fair value	13,965		1,343
Balance as of December 31, 2024 (Predecessor)	58,668		59,923
Change in fair value	1,180		786
Balance as of February 7, 2025 (Predecessor)	$59,848		$60,709
Balance as of February 8, 2025 (Successor)	$—		$60,709
Change in fair value	—		63,176
Balance as of December 31, 2025 (Successor)	$—		$123,885

The gains (losses) recognized in the consolidated statements of operations for derivative instruments are as follows:

			Successor			Predecessor
	Consolidated Statements of Operations Location		Period from February 8, 2025 to December 31, 2025			Period from January 1, 2025 to February 7, 2025		Year Ended December 31, 2024
(in thousands)
Derivatives not designated as hedging instruments
Deal Contingent FX Forwards	Other non-operating income (expense), net		$(774)			$—		$—
Sinclair Performance Warrants	Other non-operating income (expense), net		—			(1,180)		(13,965)
Cross currency swaps(1)	Other non-operating income (expense), net		11,696			50		(9,078)
Derivatives designated as hedging instruments
Interest rate contracts	Interest expense, net		$4,422			$(105)		$(11,031)
Cross currency swaps	Interest expense, net		2,063			7		(3,658)

__________________________________

(1)Amounts during the year ended December 31, 2024 (Predecessor), as a result of the Company’s de-designation of its EUR-GBP cross currency swaps as

net investment hedges, are included in General and administrative.

Derivative Instruments

The fair values of interest rate contracts and cross currency swap assets and liabilities are classified within Level 2 of the fair

value hierarchy as the valuation inputs are based on estimates using currency spot and forward rates and standard pricing

models that consider the value of future cash flows as of the balance sheet date, discounted to a present value using discount

factors that match both the time to maturity and currency of the underlying instruments. These standard pricing models utilize

inputs that are derived from or corroborated by observable market data such as interest rate yield curves as well as currency spot

and forward rates. When designated as hedging instruments, changes in the fair value of these contracts are reported as a

component of other comprehensive income (loss).  When not designated as hedging instruments, changes in fair value of these

contracts are reported within Other non-operating income (expense), net in the consolidated statements of operations.

108

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Sinclair Performance Warrants

Sinclair Performance Warrants were accounted for as a derivative instrument classified as a liability within Level 3 of the

hierarchy through February 7, 2025 (Predecessor) as the warrants are not traded in active markets and are subject to certain

assumptions and estimates made by management related to the probability of meeting performance milestones. These

assumptions and the probability of meeting performance targets may have a significant impact on the value of the warrant. The

Performance Warrants were valued using an option pricing model, considering the Company’s estimated probabilities of

achieving the performance milestones for each tranche. Inputs to this valuation approach include volatility between 40% and

67%, risk free rates between 3.84% and 4.79%, the Company’s common stock price for each period and expected terms

between 1.5 and 6.3 years. In connection with the Queen Merger, as of February 7, 2025, all outstanding Performance Warrants

became immediately exercisable at a price of $0.01 per share and were reclassified out of liabilities and into equity and are no

longer measured at fair value. The fair value is recorded within “Other long-term liabilities” of the consolidated balance sheets

as of December 31, 2024 (Predecessor).

Contingent consideration

In connection with the acquisition of Bally’s Golf Links on September 12, 2023 (Predecessor), the purchase price included

future cash payments totaling up to $125 million to the seller, based upon future events, which were uncertain at the time of

acquisition. The Company recorded contingent consideration at fair value as a liability on the acquisition date, which was

subsequently remeasured at each reporting date within “Other, non-operating expenses, net” in the consolidated statements of

operations. The contingent consideration was valued at $59.9 million as of December 31, 2024 (Predecessor) and $123.9

million as of December 31, 2025 (Successor). As of December 31, 2024 (Predecessor), Level 3 inputs to this valuation

approach included the Company’s estimated probabilities of achieving the conditions for payment, expected terms between 1.5

and 3 years, and discount rates between 7.2% and 7.8%. As of December 31, 2025 (Successor), the contingency related to

$115 million of the $125 million total payments was resolved and is payable in 2026.  As such, that contingency was marked to

its fair value of $115 million and is classified as a current liability. 

Fair Value Option Equity Method Investments

The Company has long-term investments in unconsolidated entities which it accounts for under the equity method of

accounting. The Company has elected the fair value option allowed by ASC 825, with respect to these investments. Under the

fair value option, the investments are remeasured at fair value at each reporting period through earnings. The Company

measures fair value using quoted prices in active markets that are classified within Level 1 of the hierarchy, with changes to fair

value included within Other non-operating (expense) income, net of the consolidated statements of operations.

Investment in GLPI Partnership

The Company holds a limited partnership interest in GLP Capital, L.P. (“GLP”), the operating partnership of GLPI. The

investment is reported at fair value based on Level 2 inputs, with changes to fair value included within “Other non-operating

income (expense), net” in the consolidated statements of operations.

Long-term debt

The fair value of the Company’s Term Loan Facility and senior notes are estimated based on quoted prices in active markets

and are classified as Level 1 measurements. The fair value of the Revolving Credit Facility approximates its carrying amount as

it is revolving, variable rate debt, and is also classified as a Level 1 measurement. In the table below, the carrying amounts of

the Company’s long-term debt is net of debt issuance costs, debt discounts and fair value adjustments. Refer to Note 14 “Long-

Term Debt” for further information.

109

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Successor					Predecessor
	December 31, 2025					December 31, 2024
(in thousands)	Carrying Amount		Fair Value			Carrying Amount		Fair Value
Term Loan Facility	$1,408,953		$1,458,438			$1,858,800		$1,792,804
Intralot British Term Loan	537,234		519,315			—		—
Intralot Greek Term Loan	234,962		230,370			—		—
Intralot 6.00% Retail Bond due 2029	157,214		155,022			—		—
5.625% Senior Notes due 2029	580,494		562,500			738,517		587,813
5.875% Senior Notes due 2031	517,458		484,181			721,456		535,631
Intralot 6.75% Senior Secured Notes due 2031	708,787		699,706			—		—
Intralot Supplemental Indenture	2,436		2,436			—		—
Intralot Floating Rate Senior Notes due 2031	353,119		347,858			—		—

13.ACCRUED AND OTHER CURRENT LIABILITIES

As of December 31, 2025 (Successor) and 2024 (Predecessor), accrued and other current liabilities consisted of the following:

	Successor			Predecessor
(in thousands)	December 31, 2025			December 31, 2024
New York gaming license fee	$500,000			$—
Gaming liabilities	232,804			187,233
Contingent consideration	115,000			—
Compensation	82,352			66,356
Interest payable	87,081			60,792
Insurance reserve	32,829			23,898
Other	277,733			143,013
Total accrued and other current liabilities	$1,327,799			$481,292

110

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

14.LONG-TERM DEBT

As of December 31, 2025 (Successor) and 2024 (Predecessor), long-term debt consisted of the following:

	Successor			Predecessor
(in thousands)	December 31, 2025			December 31, 2024
Term Loan Facility(1)	$1,472,594			$1,886,650
Intralot British Term Loan	538,720			—
Intralot Greek Term Loan	234,962			—
Revolving Credit Facility	—			—
Intralot 6.00% Greek Retail Bond due 2029	152,726			—
Fixed Rate Senior Notes:
5.625% Senior Notes due 2029	750,000			750,000
5.875% Senior Notes due 2031	735,000			735,000
Intralot 6.75% Senior Secured Notes due 2031	704,886			—
Intralot Floating Rate Senior Notes due 2031(2)	352,443			—
Intralot Supplemental Indenture	2,436			—
Less: Unamortized original issue discount	—			(19,760)
Less: Unamortized deferred financing fees	—			(33,117)
Less: Unamortized fair value adjustment(3)	(443,110)			—
Long-term debt, including current portion	4,500,657			3,318,773
Less: Current portion of Term Loan, Intralot Greek Term Loan and Revolving Credit Facility	(37,344)			(19,450)
Long-term debt, net of discount and deferred financing fees; excluding current portion	$4,463,313			$3,299,323

__________________________________

(1)The Company has a series of interest rate derivatives to synthetically convert $1.0 billion notional of the Company’s variable rate Term Loan Facility into

fixed rate debt, and a series of cross currency swap derivatives to synthetically convert $500.0 million and $200 million notional of the Company’s USD

denominated Term Loan Facility into fixed rate EUR and GBP denominated debt, respectively, through its maturity in 2028. Refer to Note 11 “Derivative

Instruments” for further information.

(2)At December 31, 2025 the interest rate of the Floating Rate Senior Notes was 6.526%.

(3)Represents adjustment to recognize the Company’s existing debt at fair value in the Company Merger, calculated as the difference between the fair value

of the Company’s term loan facility and unsecured notes, estimated based on quoted prices in active markets as of the Closing Date, and the respective

ending principal balances as of February 7, 2025. The adjustment is amortized through Interest expense, net using the effective interest method.

2028 Notes

In connection with the closing of the Merger on February 7, 2025, the Company entered into a note purchase agreement and

issued $500.0 million in aggregate principal amount of first lien senior secured notes due 2028 (the “2028 Notes”) at an annual

interest rate of 11%, payable in cash quarterly in arrears, beginning on April 1, 2025.

On October 8, 2025, the Company paid in full the entire $500.0 million principal balance of its 2028 Notes through a

mandatory redemption of $105.4 million and an optional redemption of $394.6 million plus a make-whole payment pursuant to

the note agreement. In connection with the repayment, the Company paid a total of $540.4 million, including accrued interest.

The Company recorded a loss on debt extinguishment of $57.4 million during the fourth quarter of 2025, which was comprised

of the make whole payment and the acceleration of unamortized debt issuance costs and debt discount, within Other non-

operating income (expense), net in the consolidated statements of operations for the period from February 8, 2025 to December

31, 2025 (Successor).

In connection with the Merger, the Company settled the pre-existing debt of Queen and recorded a loss on extinguishment of

debt of $17.4 million, recorded within “Other non-operating income (expense), net” in the consolidated statements of

operations for the period from February 8, 2025 to December 31, 2025 (Successor).

111

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Unsecured Notes

On August 20, 2021, two unrestricted subsidiaries (together, the “Escrow Issuers”) of the Company issued $750.0 million

aggregate principal amount of 5.625% senior notes due 2029 (the “2029 Notes”) and $750.0 million aggregate principal amount

of 5.875% senior notes due 2031 (the “2031 Notes” and, together with the 2029 Notes, the “Senior Notes”). The Senior Notes

were issued pursuant to an indenture, dated as of August 20, 2021, among the Escrow Issuers and U.S. Bank National

Association, as trustee. Certain of the net proceeds from the Senior Notes offering were placed in escrow accounts for use in

connection with the Gamesys acquisition. On October 1, 2021, upon the closing of the Gamesys acquisition, the Company

assumed the issuer obligation under the Senior Notes. The Senior Notes are guaranteed, jointly and severally, by each of the

Company’s restricted subsidiaries that guarantees the Company’s obligations under its Credit Agreement (as defined below).

The 2029 Notes mature on September 1, 2029 and the 2031 Notes mature on September 1, 2031. Interest is payable on the

Senior Notes in cash semi-annually on March 1 and September 1 of each year, beginning on March 1, 2022.

The Company may redeem some or all of the 2031 Notes at any time prior to September 1, 2026, at prices equal to 100% of the

principal amount of the 2031 Notes to be redeemed plus certain “make-whole” premiums, plus accrued and unpaid interest. The

Company may redeem some or all of the Senior Notes at any time on or after September 1, 2024, in the case of the 2029 Notes,

and September 1, 2026, in the case of the 2031 Notes, at certain redemption prices set forth in the indenture plus accrued and

unpaid interest.

The indenture contains covenants that limit the ability of the Company and its restricted subsidiaries to, among other things, (1)

incur additional indebtedness, (2) pay dividends on or make distributions in respect of capital stock or make certain other

restricted payments or investments, (3) enter into certain transactions with affiliates, (4) sell or otherwise dispose of assets, (5)

create or incur liens and (6) merge, consolidate or sell all or substantially all of the Company’s assets. These covenants are

subject to exceptions and qualifications set forth in the indenture.

Credit Facility

On October 1, 2021, the Company and certain of its subsidiaries entered into a credit agreement (the “Credit Agreement”) with

Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the other lenders party thereto,

providing for senior secured financing of up to $2.565 billion, consisting of a senior secured term loan facility in an aggregate

principal amount of $1.945 billion (the “Term Loan Facility”), which will mature in 2028, and a senior secured revolving credit

facility in an aggregate principal amount of $620.0 million (the “Revolving Credit Facility”), which will mature in 2026.

The credit facilities allow the Company to increase the size of the Term Loan Facility or request one or more incremental term

loan facilities or increase commitments under the Revolving Credit Facility or add one or more incremental revolving facilities

in an aggregate amount not to exceed the greater of $650.0 million and 100% of the Company’s consolidated EBITDA for the

most recent four-quarter period plus or minus certain amounts as specified in the Credit Agreement, including an unlimited

amount subject to compliance with a consolidated total secured net leverage ratio as set out in the Credit Agreement.

The credit facilities are guaranteed by the Company’s restricted subsidiaries, subject to certain exceptions, and secured by a

first-priority lien on substantially all of the Company’s and each of the guarantors’ assets, subject to certain exceptions.

As of June 30, 2023, with the discontinuation of the LIBOR reference rate, borrowings under the credit facilities bear interest at

a rate equal to, at the Company’s option, either (1) the term Secured Overnight Financing Rate (“SOFR”), adjusted for certain

additional costs and subject to a floor of 0.50% in the case of term loans and 0.00% in the case of revolving loans or (2) a base

rate determined by reference to the greatest of (a) the federal funds rate plus 0.50%, (b) the prime rate, (c) the one-month SOFR

rate plus 1.00%, (d) solely in the case of term loans, 1.50% and (e) solely in the case of revolving loans, 1.00%, in each case of

clauses (1) and (2), plus an applicable margin. In addition, on a quarterly basis, the Company is required to pay each lender

under the Revolving Credit Facility a 0.50% or 0.375% commitment fee in respect of commitments under the Revolving Credit

Facility, with the applicable commitment fee determined based on the Company’s total net leverage ratio.

The credit facilities contain covenants that limit the ability of the Company and its restricted subsidiaries to, among other

things, incur additional indebtedness, pay dividends or make certain other restricted payments, sell assets, make certain

investments and grant liens. These covenants are subject to exceptions and qualifications set forth in the Credit Agreement. The

Revolving Credit Facility contains a financial covenant regarding a maximum first lien net leverage ratio that applies when

borrowings under the Revolving Credit Facility exceed 30% of the total revolving commitment. As of December 31, 2025

(Successor), the Company was in compliance with its covenants under the Credit Agreement.

112

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In September 2025, the Company executed a Third Amendment to the Credit Agreement (“Amendment No. 3”) and an

Incremental Joinder Agreement that collectively extended and increased the revolving credit facility and updated certain

covenants and pricing provisions. Following the effectiveness of these amendments, which was subject to regulatory approvals

and obtained in January 2026, a portion of the revolving credit facility will mature in 2028, while the remaining portion will

mature in 2026. The amendments also provide for reductions in revolving commitments and related prepayments if specified

transactions are completed. The revolving credit facility will continue to bear interest, at the Company’s option, at a SOFR-

based or base-rate benchmark plus an applicable margin determined by the Company’s consolidated total-leverage ratio. The

Credit Facilities continue to be guaranteed by the Company’s restricted subsidiaries (subject to customary exceptions) and

secured by a first-priority lien on substantially all of the assets of the Company and such guarantors. Amendment No. 3 also

refined the financial maintenance covenant applicable to the revolving lenders and reduced the utilization threshold at which the

covenant becomes effective to 25%.

On October 10, 2025, the Company partially repaid a portion of the Term Loan Facility, paying $401.5 million in cash for a

$394.6 million reduction in principal and $6.9 million settlement of accrued interest, and recognized a $18.3 million loss on

extinguishment of debt.

In an effort to mitigate the interest rate risk associated with the Company’s variable rate credit facilities, the Company utilizes

interest rate and cross currency swap derivative instruments. Refer to Note 11 “Derivative Instruments” for further information.

Intralot Debt Assumed at Fair Value

In connection with the Intralot Transaction, the Company assumed Intralot’s debt in an aggregate principal amount of

$1.97 billion, which was recorded at fair value of $1.98 billion. The fair value adjustment of $7.8 million, representing the

difference between the aggregate principal amount and the acquisition-date fair value, is being amortized in interest expense

over the weight-average remaining life of the assumed debt using the effective interest method. For the period from February 8,

2025 to December 31, 2025, (Successor), amortization of the fair value adjustment recognized in interest expense was

$0.4 million. Refer to Note 7 “Business Combinations” for further information.

Intralot Greek Retail Bond

On February 27, 2024, Intralot established a common bond loan program (the “Intralot Greek Retail Bond”) for the issuance of

up to €130.0 million aggregate principal amount of bonds, with a minimum issuance of €120.0 million The bonds admitted to

trading on the Fixed Income Securities category of the Regulated Market of the Athens Stock Exchange. As of December 31,

2025 (Successor), €130.0 million aggregate principal amount ($152.7 million) was outstanding under the Intralot Greek Retail

Bond.

The bonds bear interest at a fixed annual percentage of 6.00% per annum, which will remain fixed throughout the duration of

the bond loan. The interest is payable semi-annually. The Intralot Greek Retail Bond matures February 27, 2029, at which time

the Intralot is obliged to repay the principal in full, together with outstanding accrued interest and any other amounts payable.

The Intralot Greek Retail Bond is an unsecured obligation of Intralot, with the benefit of a first-priority pledge over a

designated bond loan collateral account. The bonds rank pari passu with the claims of all other unsecured creditors of Intralot,

with the exception of claims that have a statutory privilege. The Intralot Greek Retail Bond is not guaranteed by any of

Intralot’s subsidiaries.

Intralot may not redeem the bonds prior to the expiration of the second interest period following the issue date. Thereafter,

Intralot may redeem all or a portion of the bonds, subject to a minimum redemption amount of €15.0 million and a requirement

that at least €50.0 million in aggregate principal amount remain outstanding after any partial redemption. Early redemption is

subject to the payment of applicable premiums.

In the event of a change of control each bondholder has the right to require Intralot to repurchase of part or all of such

bondholder’s bonds at a price equal to 101% of the nominal value, plus accrued and unpaid interest and any additional amounts.

Intralot Greek Senior Facilities Agreement

On October 3, 2025, Intralot Capital Luxembourg S.A. (“Intralot Capital”), a wholly owned indirect subsidiary of the

Company, entered into a Senior Facilities Agreement (the “Intralot Greek Term Loan”) with Alpha Bank S.A., Optima Bank

S.A., Piraeus Bank S.A., CrediaBank S.A. and other parties, providing for an amortizing euro-denominated term loan facility in

an aggregate amount up to €270.0 million of which Intralot has drawn €200.0 million as of December 31, 2025 (Successor).

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BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Intralot Greek Term Loan bears interest at a rate equal to 7.0% per annum. Interest periods may be selected in accordance

with the agreement terms. The Intralot Greek Term Loan requires semi-annual principal repayments plus accrued interest

through the maturity date of October 8, 2029. Subject to an intercreditor agreement, Intralot Greek Term Loan caries the same

security priority as other senior secured obligations.

Intralot British Pound Term Loan

Intralot Capital is a party to a Senior Facilities Agreement (the “Intralot British Term Loan”) with various lenders and agents,

providing for a settling-denominated term loan facility in an aggregate principal amount of £400.0 million. As of December 31,

2025 (Successor), £400.0 million ($538.7 million) was outstanding under the Intralot British Term Loan.

The Intralot British Term Loan bears interest at a rate equal to SONIA (Sterling Overnight Index Average) plus a margin of

5.5%. Interest periods may be one, three, or six months, or such other periods as agreed among the parties. The Borrower pays

accrued interest on the last day of each interest period.

The Intralot British Term Loan is secured by first-ranking security interests, including pledges of shares in Intralot Capital and

material subsidiaries of Intralot and, in certain jurisdictions, security over substantially all assets of the obligors. The Intralot

British Term Loan matures on October 8, 2031.

Intralot Fixed and Floating Interest Rate Bonds

Intralot Capital has issued €600.0 million aggregate principal amount of 6.750% Senior Secured Fixed Rate Notes due 2031

(the “Intralot Fixed Rate Notes”) and €300.0 million aggregate principal amount of Senior Secured Floating Rate Notes due

2031 (the “Intralot Floating Rate Notes” and, together with the Intralot Fixed Rate Notes, the “Intralot Notes”), pursuant to an

indenture dated September 30, 2025 (the “Intralot Indenture”) among Intralot Capital, Intralot, and its subsidiaries, as guarantor,

and The Law Debenture Trust Corporation p.l.c., as trustee. As of December 31, 2025 (Successor), the full €900.0 million

aggregate principal amount ($1.1 billion) of the Intralot Notes was outstanding.

The Intralot Fixed Rate Notes bear interest at a fixed rate of 6.750% per annum, payable semi-annually, commencing on April

15, 2026. The Intralot Floating Rate Notes bear interest at a rate per annum, reset quarterly, equal to three-month EURIBOR

(subject to a 0% floor) plus 4.500%, payable quarterly, commencing on February 28, 2026. The Intralot Notes mature on

October 15, 2031.

The Intralot Notes are senior secured obligations of Intralot Capital, secured by first-ranking security interests (to the extent

legally possible) over the share of obligors and material subsidiaries, structural intercompany receivables, and to the extent

customary in the applicable jurisdiction, substantially all assets of the obligors. Enforcement of security is subject to an

intercreditor agreement, and the Intralot Notes may share collateral on an equal ranking or junior basis with other permitted

indebtedness as described in the Intralot Indenture.

The Intralot Notes are unconditionally guaranteed, jointly and severally, by Intralot and future guarantors that is required to

become a guarantor under the Intralot Indenture. The guarantees are subject to customary limitations under applicable law.

The Intralot Fixed Rate Notes may be redeemed at the option of Intralot Capital, in whole or in part, at any time on or after

October 15, 2027, at determined redemption prices over time, plus accrued and unpaid interest. Prior to October 15, 2027,

Intralot Capital may redeem the Intralot Fixed Rate Notes at a premium, which is the greater of (a) 1% of the outstanding

principal amount and (b) the present value of the redemption price at October 15, 2027 plus all required interest payments

through that date, computed using a discount rate equal to the Bund Rate plus 50 basis points, over the outstanding principal

amount.

The Intralot Floating Rate Notes may be redeemed at the option of Intralot Capital at any time on or after October 15, 2026, at a

redemption price equal to 100.0% of the principal amount redeemed plus accrued and unpaid interest.

In addition, prior to October 15, 2027 (in the case of Intralot Fixed Rate Notes) or October 15, 2026 (in the case of Intralot

Floating Rate Notes), Intralot Capital may redeem up to 40% of the aggregate principal amount of the Intralot Notes with the

net cash proceeds of certain equity offerings at a redemption price equal to 106.750% (in the case of Intralot Fixed Rate Notes)

of the principal amount plus accrued and unpaid interest, subject to certain conditions, including that at least 50% of the original

aggregate principal amount of the Intralot Notes must remain outstanding immediately after each such redemption.

114

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Intralot Notes are not convertible into equity securities of Intralot Capital or any other entity.

Intralot Super Senior Revolving Credit Facility

Intralot Capital is a party to a Super Senior Revolving Credit Facility Agreement (the “Intralot RCF Agreement”) with various

lenders and agents, providing for revolving credit commitments in an aggregate principal amount equal to the greater of

€190.0 million and 40.0% of Intralot’s four-quarter consolidated EBITDA. The facility may be utilized by way of revolving

loans, letters of credit, or ancillary facilities. The minimum utilization amount is €0.5 million for euro-denominated borrowings.

The Intralot RCF Agreement initially bears interest at the applicable reference rate plus a margin of 4.50% per annum, subject

to future leverage-based adjustments ranging from 4.75% to 3.75% based on Intralot’s senior secured net leverage ratio.

Intralot Capital pays a commitment fee equal to 30% of the applicable margin on unused commitments, payable quarterly in

arrears. Letter of credit fees are equal to the applicable margin for revolving loans, plus a fronting fee of 0.125% per annum.

The facility matures on July 1, 2030.

As of December 31, 2025 (Successor), the Company had no borrowing outstanding under the Intralot RCF Agreement, no

letters of credit outstanding, and €190.0 million of unused commitments available.

The Intralot RCF Agreement is subject to mandatory prepayment upon a change of control and customer conditions precedent

to borrowing. The Intralot RCF Agreement contains customary covenants, including limitations on incurring additional

indebtedness and issuance of disqualified stock and preferred stock; restricted payments; liens; asset sales; transactions with

affiliates; and reporting requirements. The financial covenants include the maintenance of a senior secured net leverage ratio,

tested quarterly, as well as a total net leverage ratio not exceeding 4.75:1.00.

The Intralot Indenture and the Company's credit agreements contain customary restrictive covenants, including limitations on

incurring additional indebtedness and the issuance of disqualified stock and preferred stock, restricted payments, liens, asset

sales, and transactions with affiliates; and reporting requirements.

If the Intralot Notes or facilities obtain investment grade ratings from two rating agencies and no default has occurred and is

continuing, certain of these covenants will be suspended. Upon a reversion date (when the instruments no longer maintain

investment grade ratings from two rating agencies), the suspended covenants will be reinstated with respect to future events.

The Company's debt agreements contain customary cross-default and cross-acceleration provisions.

As of December 31, 2025 (Successor), the Company was in compliance with all covenants under its debt agreements and there

were no defaults in principal, interest, sinking fund, or redemption provisions with respect to any of its outstanding

indebtedness. No waivers of acceleration or covenant violations were in effect as of December 31, 2025 (Successor).

Debt Maturities

As of December 31, 2025 (Successor), the contractual annual principal maturities of long-term debt, including the Revolving

Credit Facility, are as follows:

(in thousands)
2026	$37,344
2027	66,442
2028	1,492,434
2029	1,014,333
2030	—
Thereafter	2,333,214
	$4,943,767

115

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

15.LEASES

Operating Leases

The Company is committed under various operating lease agreements for real estate and property used in operations. Certain

leases include various renewal options which are included in the lease term when the Company has determined it is reasonably

certain of exercising the options. Certain of these leases include percentage rent payments based on property revenues and/or

rent escalation provisions determined by increases in the CPI. These percentage rent and escalation provisions are treated as

variable lease payments and recognized as lease expense in the period in which the obligation for those payments are incurred.

Discount rates used to determine the present value of the lease payments are based on the Company’s incremental borrowing

rate commensurate with the term of the lease.

The Company had total operating lease liabilities of $1.93 billion and $1.62 billion as of December 31, 2025 (Successor) and

2024 (Predecessor), respectively, and right of use assets of $1.77 billion and $1.54 billion as of December 31, 2025 (Successor)

and 2024 (Predecessor), respectively, which were included in the consolidated balance sheets.

GLPI Leases

As of December 31, 2025 (Successor), the Company leases certain properties from GLPI under two separate master lease

agreements, the “Master Lease,” and the “Master Lease No. 2.” The Company’s Bally’s Evansville, Bally’s Dover, Bally’s

Quad Cities, Bally’s Black Hawk, Bally’s Tiverton and Hard Rock Biloxi properties are leased under the terms of the “Master

Lease” which requires combined initial minimum annual payments of $101.5 million. The Company’s Bally’s Kansas City and

Bally’s Shreveport properties are leased under the terms of the “Master Lease No. 2” which requires combined initial minimum

annual payments of $32.2 million. All components of the Master Lease and Master Lease No. 2 are accounted for as operating

leases within the provisions of ASC 842, over the lease term or until a re-assessment event occurs. Both leases have an initial

term of 15 years and include four, five-year options to renew and are subject to a minimum 1% annual escalation or greater

escalation dependent on CPI. The renewal options are not reasonably certain of exercise as of December 31, 2025 (Successor).

Following the Merger, as of June 20, 2025 (Successor), the Company also has a master lease agreement through Queen with

GLPI, the “Queen Master Lease”, with The Queen Baton Rouge, Bally's Baton Rouge Casino and Hotel, Casino Queen

Marquette and DraftKings at Casino Queen properties originally being leased under the terms of the Queen Master Lease,

which required initial combined minimum annual payments of $31.7 million. All components of the Queen Master Lease are

accounted for as operating leases within the provisions of ASC 842, over the lease term or until a re-assessment event occurs.

The Queen Master Lease has an initial term of 15 years and includes four, five-year options to renew and is subject to annual

escalation. The renewal options are not reasonably certain of exercise as of December 31, 2025 (Successor). 

Effective July 1, 2025 (Successor), the DraftKings at Casino Queen and The Queen Baton Rouge properties were transferred to

Master Lease No. 2 and the associated annual payments of $28.9 million were reallocated from the Casino Queen Master Lease

to Master Lease No. 2. This was treated as a lease modification event where lease payments were reallocated across

components of the Master Lease No. 2 on a relative fair value basis and the right of use assets and lease liabilities were

remeasured.

In addition to the properties under the master leases explained above, the Company leases land associated with Tropicana Las

Vegas under a ground lease established with GLPI in 2022. This lease has an initial term of 50 years, with the possibility of

extending up to 99 years through renewal options, and requires initial minimum annual payments of $10.5 million, subject to

minimum 1% annual escalation or greater escalation dependent on CPI. In 2024, the Company modified the lease and GLPI

paid $48.6 million to the Company to fund the demolition of the building at the Tropicana Las Vegas site in exchange for

increasing initial annual payments by $4.1 million, subject to a minimum 1% annual increase or greater based on CPI, for a

total modified initial minimum annual payment of $14.6 million. The lease modification did not change the lease classification.

As of December 31, 2025 (Successor), the renewal options are not considered reasonably certain to be exercised.

On July 17, 2025, the Company entered into a new master lease agreement with GLP (the “Chicago MLA”), that amended the

existing ground lease for the property on which the Company plans to develop its Permanent Facility and a development

agreement with GLP (the “Chicago Development Agreement”) pursuant to which GLP has committed to advance up to $940

million (the “GLP Development Advances”) for the payment of hard costs used to construct the Permanent Facility in exchange

for increasing the amount of rent payable to GLP under the Chicago MLA.

116

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Chicago MLA has an initial term of 15 years and includes four, five-year options to renew and is subject to annual

escalation. Annual rent under the Chicago MLA is $20 million, with additional rent equal to 8.5% of the GLP Development

Advances that are granted to the Company. The amended and restated ground lease was considered a lease termination in the

third quarter due to the Company ceasing to control the use of the land effective upon signing of the Chicago MLA. As a result

of the termination, the right of use asset and lease liability were derecognized, and a $0.5 million gain on lease termination was

recorded. Under the Development Agreement, as construction occurs, the Company will recognize a construction receivable on

the consolidated balance sheets due from the GLP. To the extent costs exceed the amount to be reimbursed by GLP, such costs

are considered prepaid rent, which will be added to the associated operating lease right of use asset once the lease commences.

As of December 31, 2025 (Successor), the construction receivable balance was $63.2 million, classified within Accounts

receivable, net, and the prepaid rent balance was $175.8 million, classified within Other assets. In addition, the Company

incurred a loss on sale of assets to GLP of $8.7 million during the third quarter of 2025 related to construction costs previously

capitalized that were determined not to represent prepaid rent, including capitalized interest of $4.8 million. This loss is

classified within General and administrative on the Consolidated Statement of Operations. During the fourth quarter of 2025,

the Company received reimbursements from GLP of $201.6 million.

Components of the Company’s lease costs were as follows:

	Successor			Predecessor
	Period from February 8, 2025 to December 31, 2025			Period from January 1, 2025 to February 7, 2025		Year Ended December 31, 2024
(in thousands)
Operating lease expense(1)
Operating lease cost	$208,377			$21,714		$157,829
Variable lease cost	8,873			1,238		12,121
Operating lease expense	217,250			22,952		169,950
Short-term lease expense	21,925			2,393		22,871
Total operating lease expense	$239,175			$25,345		$192,821
Gain on sale lease-back, net(2)(3)	$—			$—		$86,254

__________________________________

(1)Included within “General and administrative” in the Consolidated Statements of Operations

(2)Included within “Gain on sale-leaseback, net” in the Consolidated Statements of Operations.

(3)Gain on sale-leaseback, net includes a gain of $26.4 million and $209.8 million from the termination of the previous right of use assets and lease liabilities

and difference in the transaction price and the derecognition of assets, respectively, related to Bally’s Kansas City and Bally’s Shreveport, as well as a loss

of $150.0 million as a result of the lease modification of the land underlying the Company’s Bally’s Chicago project during the year ended December 31,

2024 (Predecessor).

Supplemental cash flow and other information related to operating leases are as follows:

	Successor			Predecessor
	Period from February 8, 2025 to December 31, 2025			Period from January 1, 2025 to February 7, 2025		Year Ended December 31, 2024
(in thousands)
Cash paid for amounts included in the lease liability - operating cash flows from operating leases	$195,915			$30,843		$145,891
Right of use assets obtained in exchange for operating lease liabilities	$129,273			$—		$495,747
Derecognition of operating leases	$(259,607)			$—		$—
Derecognition of financing obligation	$—			$—		$(200,000)

	Successor			Predecessor
	December 31, 2025			December 31, 2024
Weighted average remaining lease term	15.6 years			26.2 years
Weighted average discount rate	7.3%			8.5%

117

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2025 (Successor), future minimum lease payments under noncancelable operating leases are as follows:

(in thousands)
2026	$236,872
2027	230,118
2028	229,308
2029	229,933
2030	231,032
Thereafter	2,255,078
Total lease payments	3,412,341
Less: present value discount	(1,478,504)
Lease obligations(1)	$1,933,837

__________________________________

(1)Total lease obligations exclude future minimum lease payments under the Chicago MLA, which has not yet commenced as of December 31, 2025

(Successor).

Lease Transactions

On February 11, 2026, the Company completed the previously announced sale-leaseback of its Bally’s Twin River property to

GLP for total consideration of $700 million, with initial annual rent of $56 million. Following the sale-leaseback, Bally's Twin

River is leased under the terms of Master Lease No. 2.

Lessor

The Company leases its hotel rooms to patrons. Hotel leasing arrangements vary in duration, but are short-term in nature.

Additionally, the Company leases lottery equipment to government lottery commissions in conjunction with providing related

operations, maintenance, and support services. These arrangements are priced either as (i) a fixed fee per machine per period or

(ii) a variable fee based on a percentage of the lottery organization’s gross ticket sales.

The Company records lessor revenue in “Non-gaming revenue” within the consolidated statements of operations. For the period

from February 8, 2025 to December 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor)

and the year ended December 31, 2024 (Predecessor), the Company recognized $119.4 million, $11.0 million and

$148.7 million of lessor revenues.

16.EQUITY PLANS

Equity Incentive Plans

As of December 31, 2025 (Successor), the Company has one equity incentive plan: the Bally’s Corporation 2021 Equity

Incentive Plan (“2021 Incentive Plan”). The 2021 Incentive Plan was approved by shareholders at its 2021 Annual Meeting of

Shareholders effective May 18, 2021. The 2021 Incentive Plan provides for the grant of stock options, RSAs, RSUs, PSUs and

other awards (including those with performance-based vesting criteria) (collectively, “restricted awards” to employees, directors

or consultants of the Company. As of December 31, 2025 (Successor), 1.0 million shares were available for grant under the

2021 Incentive Plan.

As a result of the Merger described in Note 1, “General Information”, all outstanding restricted stock awards granted under the

Queen Casino’s Amended and Restated 2023 Equity Incentive Plan were cancelled and converted into restricted stock awards

under the Company’s 2021 Incentive Plan. The conversion was based on an exchange ratio set forth in the Merger Agreement

and resulted in the issuance of 1,754,410 restricted awards.

Share-Based Compensation

The Company recognized total share-based compensation expense of $31.1 million, $2.0 million and $14.8 million for the

period from February 8, 2025 to December 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025

(Predecessor) and the year ended December 31, 2024 (Predecessor), respectively. The total income tax benefit for share-based

compensation arrangements was $8.1 million, $0.5 million and $3.9 million, for the period from February 8, 2025 to December

31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the year ended December 31,

2024 (Predecessor), respectively.

118

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2025 (Successor), there was $4.8 million of unrecognized compensation cost related to outstanding share-

based compensation arrangements (including RSA, RSU and PSU arrangements and stock options) which is expected to be

recognized over a weighted average period of 1.2 years.

Restricted Stock Units and Performance-Based Restricted Stock Units

Under the 2021 Incentive Plan, RSUs and PSUs have been awarded to eligible employees, members of the Company’s senior

management and certain members of its Board of Directors. Each RSU and PSU represents the right to receive one share of the

Company’s common stock. RSUs generally vest in one-third increments over a three year period and compensation cost is

recognized over the respective service periods based on the grant date fair value. PSUs generally vest over a three year period

depending on the individual award agreement and become eligible for vesting upon attainment of performance objectives for

the performance period. The number of PSUs that may become eligible for vesting varies and is dependent upon whether the

performance targets are met, partially met or exceeded each year. The fair value of RSUs and PSUs is based on the Company’s

common stock price as of the grant date.

The following summary presents information of equity-classified RSU and PSU activity for the period from February 8, 2025

to December 31, 2025 (Successor) and period from January 1, 2025 to February 7, 2025 (Predecessor):

	Restricted Stock Units		Performance Stock Units		Weighted Average Grant Date Fair Value
Outstanding at December 31, 2024 (Predecessor)	981,340		326,155		$15.85
Granted	—		—		—
Vested	(11,148)		—		22.10
Forfeited	(7,811)		—		14.45
Outstanding at February 7, 2025 (Predecessor)	962,381		326,155		$15.80
Outstanding at February 8, 2025 (Successor)	962,381		326,155		$15.80
Granted	1,407,245		443,383		14.66
Vested	(1,555,300)		(363,960)		16.54
Forfeited	(90,309)		(100,054)		15.24
Outstanding at December 31, 2025 (Successor)	724,017		305,524		$12.49

The total intrinsic value of RSUs vested was $27.1 million, $0.2 million, and $6.9 million, for the period from February 8, 2025

to December 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the year ended

December 31, 2024 (Predecessor), respectively.

For PSU awards, performance objectives for each year are established no later than 90 days following the start of the year. As

the performance targets have not yet been established for the PSUs that are eligible to be earned in 2026 or later, a grant date

has not yet been established for those awards in accordance with ASC 718. The grant date for the 2025 (Successor) and 2024

(Predecessor) performance periods have been established and based upon achievement of the performance criteria for the

calendar years ended December 31, 2025 (Successor) and 2024 (Predecessor), 305,524 and 326,155 PSUs, respectively,

became eligible for vesting.

Stock Options

During the fourth quarter of 2025 (Successor), the Company granted equity-classified stock options under the 2021 Incentive

Plan. The stock options vest in three equal annual installments, half of which are based on continuous service with the

Company and half of which are based on the achievement of applicable performance criteria for each of the years ended

December 31, 2026, 2027 and 2028.

119

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

There were no stock options outstanding for the period ending February 7, 2025 (Predecessor). The following summary

presents information of stock options activity for the period from February 8, 2025 to December 31, 2025 (Successor):

	Stock Options		Weighted Average Grant Date Fair Value
Outstanding at February 8, 2025 (Successor)	—		$—
Granted	1,567,500		5.32
Outstanding at December 31, 2025 (Successor)	1,567,500		$5.32

The following table summarizes the Company’s stock options outstanding as of December 31, 2025 (Successor):

		Options Outstanding
Exercise Price		Number Outstanding		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price
$18.25		1,567,500		2.0 years		$18.25

As of December 31, 2025 (Successor), no options were exercisable and the options outstanding had no intrinsic value.

17.STOCKHOLDERS’ EQUITY

Capital Return Program

The Company has a Board of Directors approved capital return program under which the Company may expend a total of up to

$700 million for share repurchases and payment of dividends. Future share repurchases may be effected in various ways, which

could include open-market or private repurchase transactions, accelerated stock repurchase programs, tender offers or other

transactions. The amount, timing and terms of any return of capital transaction will be determined based on prevailing market

conditions and other factors. There is no fixed time period to complete share repurchases. As of December 31, 2025

(Successor), $95.5 million was available for use under the capital return program.

There was no repurchase activity during the period from February 8, 2025 to December 31, 2025 (Successor), period from

January 1, 2025 to February 7, 2025 (Predecessor) or year ended December 31, 2024 (Predecessor).

No cash dividends were paid during the period from February 8, 2025 to December 31, 2025 (Successor), period from January

1, 2025 to February 7, 2025 (Predecessor) or year ended December 31, 2024 (Predecessor). As of December 31, 2025

(Successor), the Company does not intend to pay dividends on its common stock for the foreseeable future. Any future

determinations regarding the Company’s dividend policies will be at the discretion of the Board and will depend on then-

current conditions, including the Company’s financial condition, results of operations, contractual restrictions, capital and

regulatory requirements and other factors the Board deems relevant.

Preferred Stock

The Company has authorized the issuance of up to 10 million shares of $0.01 par value preferred stock. As of December 31,

2025 (Successor) and 2024 (Predecessor), no shares of preferred stock have been issued.

Shares Outstanding

As of December 31, 2025 (Successor), the Company had 48,524,809 common shares issued and outstanding. The Company

issued warrants, options and other contingent consideration in acquisitions and strategic partnerships that are expected to result

in the issuance of common shares in future periods resulting from the exercise of warrants and options or the achievement of

certain performance targets. These incremental shares are summarized below:

Penny Warrants (Note 2)	11,619,725
Outstanding awards under Equity Incentive Plans (Note 16)	2,597,041
	14,216,766

120

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accumulated Other Comprehensive Loss

The following table reflects the change in accumulated other comprehensive loss by component:

Predecessor
(in thousands)	Foreign Currency Translation Adjustment(1)		Benefit Plans		Cash Flow Hedges		Net Investment Hedges(2)		Total
Accumulated other comprehensive (loss) income at December 31, 2023 (Predecessor)	$(177,203)		$886		$(11,246)		$(21,995)		$(209,558)
Other comprehensive (loss) income before reclassifications	(79,853)		1,172		16,003		24,843		(37,835)
Reclassifications from accumulated other comprehensive (loss) income to earnings	(4,689)		—		(11,031)		5,420		(10,300)
Tax effect	—		(312)		(1,915)		(347)		(2,574)
Net current period other comprehensive (loss) income	(84,542)		860		3,057		29,916		(50,709)
Accumulated other comprehensive (loss) income at December 31, 2024 (Predecessor)	(261,745)		1,746		(8,189)		7,921		(260,267)
Other comprehensive (loss) income before reclassifications	(13,097)		—		1,425		3,655		(8,017)
Reclassifications from accumulated other comprehensive (loss) income to earnings	—		—		(105)		7		(98)
Tax effect	—		—		(352)		(976)		(1,328)
Net current period other comprehensive (loss) income	(13,097)		—		968		2,686		(9,443)
Accumulated other comprehensive (loss) income at February 7, 2025 (Predecessor)	$(274,842)		$1,746		$(7,221)		$10,607		$(269,710)

Successor
(in thousands)	Foreign Currency Translation Adjustment		Benefit Plans		Cash Flow Hedges(3)		Net Investment Hedges		Total
Accumulated other comprehensive income (loss) at February 8, 2025 (Successor)	$—		$—		$—		$—		$—
Other comprehensive income (loss) before reclassifications	172,110		18		(27,057)		(56,773)		88,298
Reclassification from accumulated other comprehensive income (loss) to earnings	—		—		4,422		2,063		6,485
Tax effect	(44,275)		—		5,906		14,275		(24,094)
Net current period other comprehensive income (loss)	127,835		18		(16,729)		(40,435)		70,689
Amount attributable to non-controlling interest	(1,268)		—		—		—		(1,268)
Accumulated other comprehensive income (loss) at December 31, 2025 (Successor)	$126,567		$18		$(16,729)		$(40,435)		$69,421

__________________________________

(1)Reclassifications from accumulated other comprehensive (loss) income during the year ended December 31, 2024 (Predecessor) to earnings includes the

foreign currency translation adjustment of $(4.7) million released related to the Company’s sale of the Carved-Out Business (refer to Note 3 “Related

Party Transactions” for further information).

(2)Reclassifications from accumulated other comprehensive (loss) income during the year ended December 31, 2024 (Predecessor) to earnings includes

$9.1 million released as a result of de-designating a EUR-GBP cross currency swap related to the Company’s sale of the Carved-Out Business (refer to

Note 3 “Related Party Transactions” for further information).

(3)As of December 31, 2025 (Successor), approximately $16.9 million of existing gains and losses are estimated to be reclassified into earnings within the

next 12 months.

121

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

18.INCOME TAXES

The components of income (loss) before taxes are as follows:

	Successor			Predecessor
(in thousands)	Period from February 8, 2025 to December 31, 2025			Period from January 1, 2025 to February 7, 2025		Year Ended December 31, 2024
Domestic	$(432,530)			$(60,066)		$(456,728)
Foreign	(185,445)			9,706		(95,774)
Total	$(617,975)			$(50,360)		$(552,502)

The components of the provision (benefit) for income taxes are as follows:

	Successor			Predecessor
(in thousands)	Period from February 8, 2025 to December 31, 2025			Period from January 1, 2025 to February 7, 2025		Year Ended December 31, 2024
Current taxes
Federal	$(488)			$—		$(3,219)
State	(175)			3		1,390
Foreign	41,959			1,762		(6,866)
	41,296			1,765		(8,695)
Deferred taxes
Federal	19,928			(367)		(18,326)
State	2,744			(734)		(10,789)
Foreign	(16,404)			—		53,062
	6,268			(1,101)		23,947
Provision for income taxes	$47,564			$664		$15,252

122

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A reconciliation of the provision for income taxes to the amount computed by applying the 21% US federal income tax rate to

income (loss) before income taxes after the adoption of ASU 2023-09 is as follows:

	Successor					Predecessor
	Period from February 8, 2025 to December 31, 2025					Period from January 1, 2025 to February 7, 2025
(in thousands, except percentages)	Amount		Percentage			Amount		Percentage
Income tax expense at US Federal Statutory Tax Rate	$(129,774)		21.0%			$(10,576)		21.0%
State and local income taxes, net of federal effect(1)(2)	2,539		(0.4)%			(577)		1.2%
Foreign tax effects:
Gibraltar
Statutory tax rate difference between Gibraltar and United States	25,700		(4.2)%			(39)		0.1%
Nondeductible expenses and nontaxable income	(1,944)		0.3%			1,481		(2.9)%
Other	563		(0.1)%			(95)		0.2%
United Kingdom
Statutory tax rate difference between the United Kingdom and United States	686		(0.1)%			41		(0.1)%
Changes in valuation allowance	10,357		(1.7)%			134		(0.3)%
Nondeductible expenses and nontaxable income	(20,325)		3.3%			(520)		1.0%
Other	4,999		(0.8)%			(1)		—%
Jersey
Statutory tax rate difference between Jersey and United States	25,329		(4.1)%			(901)		1.8%
Other	4,709		(0.8)%			(56)		0.1%
Isle of Man
Statutory tax rate difference between the Isle of Man and United States	7,702		(1.2)%			(301)		0.6%
Spain
Provincial tax rate difference between Ceuta and United States	(7,920)		1.3%			67		(0.2)%
Greece
Changes in valuation allowance	8,978		(1.5)%			—		—%
Other	(147)		—%			—		—%
Other foreign jurisdictions	5,813		(0.9)%			(86)		0.2%
Effect of cross-border tax laws
Global intangible low-taxed income	(6,742)		1.1%			2,302		(4.6)%
Subpart F income	3,518		(0.6)%			789		(1.6)%
Other	69		—%			—		—%
Changes in valuation allowances	88,531		(14.3)%			6,392		(12.7)%
Nontaxable or nondeductible items
Nondeductible transaction costs	11,241		(1.8)%			2,235		(4.4)%
Other	4,416		(0.7)%			356		(0.7)%
Changes in unrecognized tax benefits	(514)		0.1%			19		—%
Other adjustments
Current period adjustment to deferred tax liability	8,653		(1.4)%			—		—%
Other	1,127		(0.2)%			—		—%
Effective Tax Rate	$47,564		(7.7)%			$664		(1.3)%

__________________________________

(1)The state and local jurisdictions that contribute to the majority of the tax effect in this category for the period from February 8, 2025 to December 31,

2025 (Successor) include Delaware, Illinois, Louisiana, Mississippi, Missouri, Kansas City (Missouri), and Pennsylvania.

(2)The state and local jurisdictions that contribute to the majority of the tax effect in this category for the period from January 1, 2025 to February 7, 2025

(Predecessor) include Rhode Island, Illinois and Indiana.

123

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A reconciliation of the effective rate to the statutory US federal tax rate before the adoption of ASU 2023-09 is as follows:

	Predecessor
(in thousands)	Year Ended December 31, 2024
Income tax benefit at statutory federal rate	$(116,025)
State income taxes, net of federal effect	(30,390)
Foreign tax rate adjustment	64,884
Nondeductible professional fees	3,117
Other permanent differences including lobbying expense	(8,906)
Share-based compensation	992
CARES Act	(3,153)
Return to provision adjustments	6,455
Global intangible low-tax income	17,941
Change in uncertain tax positions	681
Change in valuation allowance	79,656
Total provision (benefit) for income taxes	$15,252
Effective income tax rate on continuing operations	(2.8)%

Significant components of the Company’s deferred income taxes are as follows:

	Successor			Predecessor
(in thousands)	December 31, 2025			December 31, 2024
Deferred tax assets:
Interest	$415,119			$283,757
Net operating loss carryforwards	112,748			44,510
Property and equipment	—			26,911
Accrued and other current liabilities	31,693			5,498
Framework Agreement liabilities	6,324			20,344
Share-based compensation	10,529			5,876
Goodwill	12,426			—
Leases	51,153			16,183
Valuation allowance	(275,077)			(234,599)
Total deferred tax assets, net	364,915			168,480
Deferred tax liabilities:
Land	(13,530)			(4,167)
Property and equipment	(91,875)			—
Change in accounting method	—			(281)
Cumulative translation adjustment	(44,275)			—
RI Joint Venture and GLPI Partnership	(174,647)			(175,614)
Revaluation of instruments	(193,254)			—
Amortizable assets	(388,365)			(104,323)
Total deferred tax liabilities	(905,946)			(284,385)
Net deferred tax liabilities	$(541,031)			$(115,905)

The Company does not reinvest undistributed earnings, and accordingly, the Company has determined that no deferred tax

liability is required for undistributed foreign earnings as of December 31, 2025 (Successor) and 2024 (Predecessor). In addition,

the Company has recorded a deferred tax liability to other comprehensive income related to the translation of the financial

statements of foreign subsidiaries as of December 31, 2025 (Successor) and will continue to monitor for future changes.

124

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company’s deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets

and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company will only recognize

a deferred tax asset when, based on available evidence, realization is more likely than not. The Company has assessed its

deferred tax liabilities arising from taxable temporary differences and has concluded such liabilities are not a sufficient source

of income for the realization of deferred tax assets, including indefinite life taxable temporary differences which offset, subject

to limitation, deferred tax assets with unlimited carry overs, such as the Section 163(j) interest limitation. Accordingly, a $275.1

million and $234.6 million valuation allowance has been established as of December 31, 2025 (Successor) and 2024

(Predecessor), respectively.

As of December 31, 2025 (Successor) there was $217.3 million of federal net operating carryforwards subject to a section 382

limitation with an unlimited carryforward period, and $590.1 million of state net operating loss carryforwards, which expire at

various dates through 2045.

The Internal Revenue Code (IRC) Section 382 provides for a limitation of the annual use of net operating loss and tax credit

carryforwards following certain ownership changes (as defined by the IRC Section 382) that limits the Company’s ability to

utilize these carryforwards prior to expiration. Section 382 can also apply when we acquire subsidiaries with net operating loss

carryforwards, as there may be limitations on the use of acquired net operating losses against our taxable income.

From time to time, the Company may be subject to audits covering a variety of tax matters by taxing authorities in any taxing

jurisdiction where the Company conducts business. While the Company believes that the tax returns filed and tax positions

taken are supportable and accurate, some tax authorities may not agree with the positions taken. As of December 31, 2025

(Successor), there was $20.6 million tax contingency accruals and deferred tax asset reductions for uncertain tax positions, of

which $18.1 million would impact the effective tax rate, if recognized. This can give rise to tax uncertainties which, upon audit,

may not be resolved in the Company’s favor. A reconciliation of the beginning and ending balances of the gross liability for

uncertain tax positions is as follows (in thousands):

Uncertain tax position liability at December 31, 2023 (Predecessor)	$29,286
Increases related to tax positions taken during the period	(4,462)
Uncertain tax position liability at December 31, 2024 (Predecessor)	24,824
Decreases related to tax positions taken during the period	(19)
Uncertain tax position liability at February 7, 2025 (Predecessor)	24,805
Uncertain tax position liability at February 8, 2025 (Successor)	$26,747
Decreases related to tax positions taken during prior periods	(586)
Decreases related to settlements with taxing authorities	(5,539)
Uncertain tax position liability at December 31, 2025 (Successor)	$20,622

The Company records interest and penalties related to uncertain tax positions as a component of the income tax provision

(benefit). The Company has reserved interest and penalties on uncertain tax positions of $0.8 million as of December 31, 2025

(Successor). The Company has reserved interest and penalties on uncertain tax positions of $1.0 million as of December 31,

2024 (Predecessor). The Company has recorded a $0.2 million benefit for interest on uncertain tax positions on the consolidated

statements of operations for the period from February 8, 2025 to December 31, 2025 (Successor). The Company has recorded a

$0.3 million provision for interest on uncertain tax positions on the consolidated statements of operations for the year ended

December 31, 2024 (Predecessor).

The Company and its subsidiaries file tax returns in several jurisdictions including the US and various US state and foreign

jurisdictions. The Company remains subject to examination for US federal income tax purposes for the years ended December

31, 2015 through 2025 (Successor), as a result of a 2020 net operating loss carryback claim. The Company remains subject to

examination for state and foreign income tax purposes for the years ended December 31, 2014 through 2025. The Company

settled the appeal of its audit by the State of Colorado during the period from February 8, 2025 to December 31, 2025

(Successor). In addition, the disallowance of a loss carryforward generated in a period outside of the normal statute of

limitations is generally open until the statute of limitations expires in the year of the utilization of the loss.

125

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Income taxes paid, net of refunds received were as follows:

	Successor
(in thousands)	Period from February 8, 2025 to December 31, 2025
US Federal	$5,226
US state and local
New Jersey	(2,742)
Other states	31
Total	(2,711)
Foreign:
Gibraltar	38,788
United Kingdom	3,548
Spain	2,662
Other foreign jurisdictions	2,601
Total	47,599
Total income taxes paid, net of refunds	$50,114

__________________________________

During the period from January 1, 2025 to February 7, 2025 (Predecessor), cash received from income tax refunds was $0.1 million in the

State of Delaware.

Cash received from income tax refunds, net of cash paid was $2.2 million during the year ended December 31, 2024

(Predecessor).

19.COMMITMENTS AND CONTINGENCIES

Litigation

The Company is a party to other various legal and administrative proceedings which have arisen in the ordinary course of its

business. Estimated losses are accrued for these proceedings when the loss is probable and can be estimated. The current

liability for the estimated losses associated with these proceedings is not material to the Company’s consolidated financial

condition and those estimated losses are not expected to have a material impact on results of operations. Although the Company

maintains what it believes is adequate insurance coverage to mitigate the risk of loss pertaining to covered matters, legal and

administrative proceedings can be costly, time-consuming and unpredictable.

Although no assurance can be given, the Company does not believe that the final outcome of these matters, including costs to

defend itself in such matters, will have a material adverse effect on the company’s consolidated financial statements. Further, no

assurance can be given that the amount or scope of existing insurance coverage will be sufficient to cover losses arising from

such matters.

New York Conveyance Agreement

On November 17, 2025, the Company entered into a Conveyance Agreement (the “Conveyance Agreement”) with the City of

New York (the “City”) and Bally’s New York Operating Company, LLC, a Delaware limited liability company and a

subsidiary of the Company (“Bally’s New York”).  Pursuant to the Conveyance Agreement, the City agreed to (i) dispose of

certain parkland property interests to Bally’s New York (the “Development Parcel”), (ii) alienate certain parkland in order to

grant Bally’s New York a non-exclusive easement over such lands for purposes of accessing the Development Parcel and (iii)

discontinue certain lands as parkland and alienate and transfer jurisdiction of such lands to the City’s Department of

Transportation for use as public roadways (the “Ring Road Parcel”) to facilitate access to the Development Parcel and so the

Development Parcel may be used by the Company for a gaming facility.

The closing of the transactions contemplated by the Conveyance Agreement occurred in February 2026 and was contingent

upon, among other things, (i) Bally’s New York’s agreement to (a) make certain capital improvements to Ferry Point Park in

the Bronx, NY with a fair market value of approximately $161 million and (b) to deliver security instruments to the City to

secure the performance and completion of such capital improvements, (ii) the Company being awarded a downstate gaming

facility license from the New York State Gaming Commission, (iii) payment by Bally’s New York to the City’s Department of

Parks & Recreation of an administrative fee in the amount of $1 million, (iv) Bally’s New York’s agreement to pay for all costs

and expenses for the development and mapping of the Ring Road Parcel and (v) Bally’s New York’s payment of real property

transfer taxes with respect to the transactions contemplated by the Conveyance Agreement.

126

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

New York Gaming License Commitments

In December 2025, the Company was awarded one of New York State’s three downstate commercial casino licenses for its

planned Bally’s Bronx project, requiring the Company to pay a $500 million license fee, which was paid in the first quarter of

2026, as well as post a bond or cash deposit equal to 5% of the total project investment. The Company must also implement its

community benefit commitments, including periodic public reporting, and engage an independent Compliance Monitoring

Team approved by the New York State Gaming Commission to oversee regulatory, anti‑money‑laundering, and

community‑benefit compliance.

Capital Expenditure Commitments

Bally’s Twin River - Pursuant to the terms of the Regulatory Agreement in Rhode Island, the Company is committed to invest

$100 million in its Rhode Island properties over the term of the master contract through June 30, 2043, including an expansion

and the addition of new amenities at Bally’s Twin River. As of December 31, 2025 (Successor), approximately $40.5 million of

the commitment remains.

Bally’s Chicago - Pursuant to the Host Community Agreement with the City of Chicago, the Company’s indirect subsidiary is

required to spend at least $1.34 billion on the design, construction and outfitting of the temporary casino and the permanent

resort and casino. The actual cost of the development may exceed this minimum capital investment requirement. In addition,

land acquisition costs and financing costs, among other types of costs, are not counted toward meeting this requirement. As of

December 31, 2025 (Successor), approximately $800.0 million of this commitment remains.

Bally’s New York - As noted above pursuant to the Conveyance Agreement, Bally’s New York must spend $161 million in

capital improvements to Ferry Point Park to be completed within 7 years after closing.

City of Chicago Guaranty

In connection with the Host Community Agreement, entered into by Bally’s Chicago Operating Company, LLC (the

“Developer”), a wholly-owned indirect subsidiary of the Company, the Company provided the City of Chicago with a

performance guaranty whereby the Company agreed to have and maintain available financial resources in an amount reasonably

sufficient to allow the Developer to complete its obligations under the Host Community Agreement. In addition, upon notice

from the City of Chicago that the Developer has failed to perform various obligations under the Host Community Agreement,

the Company has agreed to indemnify the City of Chicago against any and all liability, claim or reasonable and documented

expense the City of Chicago may suffer or incur by reason of any nonperformance of any of the Developer’s obligations.

Bally’s Chicago Casino Fees

Under the Illinois Gambling Act, the Company will be responsible to pay the Illinois Gaming Board a reconciliation fee

payment three years after the date operations commenced (in a temporary or permanent facility) in an amount equal to 75% of

the adjusted gross receipt (“AGR”) for the most lucrative 12-month period of operations, minus the amount equal to the initial

payment per gaming position paid.

Performance and other bonds

Certain contracts require the Company to provide a surety bond as a guarantee of performance for the benefit of customers.

These bonds give beneficiaries the right to obtain payment and/or performance from the issuer of the bond if certain specified

events occur. In the case of performance bonds, such events include the Company’s failure to perform its required obligations

under the applicable contracts. In general, the Company would only be liable for these guarantees in the event of breach of its

obligations and failure to perform under each applicable contract, which the Company determined is not probable. Accordingly,

no liability has been recorded as of December 31, 2025 (Successor) and 2024 (Predecessor) related to these bonds.

Sponsorship Commitments

As of December 31, 2025 (Successor), the Company has entered into multiple sponsorship agreements with various

professional sports leagues and teams. These agreements commit a total of $114.9 million through 2036 and grant the Company

rights to use official league marks for branding and promotions, among other benefits.

127

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Interactive Technology Commitments

The Company has certain multi-year agreements with its various market access and content providers, as well as its online

sports betting platform partners, that require the Company to pay variable fees based on revenue, with minimum annual

guarantees. As of December 31, 2025 (Successor), the cumulative minimum obligation committed in these agreements is $32.1

million through 2029.

Collective Bargaining Agreements

As of December 31, 2025 (Successor), the Company had approximately 11,700 employees. A large number of our employees at

our Casinos & Resorts properties within several US states are represented by a labor union and are subject to collective

bargaining agreements with us. As of December 31, 2025 (Successor), the Company had 36 collective bargaining agreements

covering approximately 3,679 employees. All collective bargaining agreements are in good standing and most have been

renegotiated with terms between three and five years. There can be no assurance that we will be able to extend or enter into

replacement agreements. If the Company is able to extend or enter into replacement agreements, there can be no assurance as to

whether the terms will be on comparable terms to the existing agreements.

20.SEGMENT REPORTING

During the first quarter of 2025, the Company moved a component of the North America Interactive operating segment into a

separate operating segment, which is reported in the Corporate & Other category. In the fourth quarter of 2025, the Company

further updated its operating and reportable segments in connection with the Intralot Transaction. These changes were made to

better align with the Company’s strategic growth initiatives and how its chief operating decision maker evaluates performance

and allocates resources. As a result, the Company determined it had four operating and reportable segments: Casinos & Resorts,

Bally's Intralot B2B, Bally's Intralot B2C, and North America Interactive. Prior period reportable segment results and related

disclosures have been conformed to reflect the Company’s current reportable segments.

The Company’s four reportable segments as of December 31, 2025 (Successor) include:

Casinos & Resorts - Includes 19 casino and resort properties, one horse racetrack and one golf course.

Bally's Intralot B2B - Includes Intralot’s B2B global lottery and technology services operations and the Company’s licensing

business.

Bally's Intralot B2C - Includes the Company’s interactive European gaming operations, Intralot’s B2C lottery operations, as

well as one casino property, Bally's Newcastle, in the UK.

North America Interactive - A portfolio of sports betting and iGaming offerings in the United States and Canada.

The “Corporate & Other” category includes interest expense, select immaterial operating segments, unallocated corporate

operating expenses, and other adjustments, such as the elimination of inter-segment transactions, to reconcile with the

Company's consolidated results. This category further accounts for other expenses such as share-based compensation,

acquisition and transaction costs, and other non-recurring charges.

The Company’s chief operating decision maker is its Executive Committee, consisting of the Chief Executive Officer,

President, and Chief Financial Officer. The Company uses consolidated Adjusted EBITDA and segment Adjusted EBITDAR to

analyze the performance of its business and they are used as determining factors for performance-based compensation for

members of the Company’s management team. The Company uses consolidated Adjusted EBITDA and segment Adjusted

EBITDAR when evaluating the operating performance of the business because management believes that the inclusion or

exclusion of certain recurring and non-recurring items is necessary to provide a more fulsome understanding of the core

operating results and as a means to evaluate period-to-period performance.

Management believes segment Adjusted EBITDAR is representative of its ongoing business operations including its ability to

service debt and to fund capital expenditures, acquisitions and operations, in addition to it being a commonly used measure of

performance in the gaming industry and used by industry analysts to evaluate operations and operating performance.

128

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2025 (Successor), the Company’s operations were predominately in the US and Europe with a less

substantive footprint in other countries world-wide. For geographical reporting purposes, revenue generated outside of the US

consists primarily of revenue from the UK. Revenue generated from the UK represented approximately 28% and 32% of total

revenue, respectively, during the period from February 8, 2025 to December 31, 2025 (Successor) and the period from January

1, 2025 to February 7, 2025 (Predecessor). During the year ended December 31, 2024 (Predecessor), revenue generated outside

of the US consisted primarily of revenue from the UK and Japan of approximately 28% and 6% of total revenue, respectively.

The Company does not have any revenues from any individual customers that exceed 10% of total reported revenues.

The following table sets forth revenue and Adjusted EBITDAR for the Company’s four reportable segments and reconciles

Adjusted EBITDAR on a consolidated basis to net loss. The Other category is included in the following tables in order to

reconcile the segment information to the Company’s consolidated financial statements.

129

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Successor			Predecessor
	Period from February 8, 2025 to December 31, 2025			Period from January 1, 2025 to February 7, 2025		Year Ended December 31, 2024
(in thousands)
Revenue
Casinos & Resorts	$1,382,438			$124,299		$1,363,113
Bally's Intralot B2B	97,354			3,720		6,861
Bally's Intralot B2C	752,996			75,265		902,632
North America Interactive	196,310			16,941		170,317
Corporate & Other	7,091			273		7,555
Total	$2,436,189			$220,498		$2,450,478
Adjusted EBITDAR(1)
Casinos & Resorts	$370,774			$23,554		$370,518
Bally's Intralot B2B	34,769			3,720		6,861
Bally's Intralot B2C	297,788			25,220		329,599
North America Interactive	(5,007)			(5,661)		(27,498)
Corporate & Other	(61,087)			(6,774)		(64,950)
Total	637,237			40,059		614,530
Operating (expense) income:
Rent expense associated with triple net operating leases(2)	(159,228)			(15,669)		(118,919)
Depreciation and amortization	(293,118)			(22,343)		(379,544)
Transaction costs	(100,488)			(5,106)		(41,060)
Restructuring	—			—		(17,921)
Tropicana Las Vegas demolition and closure costs	(28,332)			(2,605)		(59,838)
Share-based compensation	(31,111)			(1,954)		(14,752)
Gain on sale-leaseback, net	—			—		86,254
Impairment charges	(181,620)			—		(248,879)
Loss on disposal of business	—			—		(27,796)
Merger Agreement and Intralot Transaction costs(3)	(63,161)			(11,233)		(14,808)
Payment service provider write-off (4)	—			—		(6,333)
Other	(57,881)			(1,915)		(29,262)
Loss from operations	(277,702)			(20,766)		(258,328)
Other income (expense)
Interest expense, net	(365,233)			(27,229)		(289,629)
Other	24,960			(2,365)		(4,545)
Total other expense, net	(340,273)			(29,594)		(294,174)
Loss before income taxes	(617,975)			(50,360)		(552,502)
Provision for income taxes	(47,564)			(664)		(15,252)
Net loss	$(665,539)			$(51,024)		$(567,754)

__________________________________

(1)Adjusted EBITDAR is defined as earnings, or loss, for the Company before interest expense, net of interest income, provision (benefit) for income taxes,

depreciation and amortization, non-operating (income) expense, acquisition, integration and restructuring expense, share-based compensation, and certain

other gains or losses as well as, when presented for our reporting segments, an adjustment related to the allocation of corporate cost among segments, plus

rent expense associated with triple net operating leases.

(2)Consists primarily of the operating lease components contained within certain triple net leases with GLPI. Refer to Note 15 “Leases” for further

information.

(3)Costs incurred in connection with the Merger Agreement and Intralot Transaction discussed in Note 1 “General Information.”

130

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(4)The Company recorded a $6.3 million charge to reduce amounts due from payment service providers (“PSP”) due to a circumstance whereby the payment

processer for certain online sports wagering deposits failed to capture and settle funds with patrons of the Company. The Company was not able to

recover the full amount due from the payment service provider, resulting in a write down to the recoverable amount. In addition to amounts recovered, the

Company received $5.1 million from the PSP as a signing bonus for entering into an extension agreement.

The following table sets forth significant segment expenses and other segment items by reportable segment:

(in thousands)	Casinos & Resorts		Bally's Intralot B2B		Bally's Intralot B2C		North America Interactive
Period from February 8, 2025 to December 31, 2025 (Successor)
Revenue	$1,382,438		$97,354		$752,996		$196,310
Less: segment expenses
Marketing costs	60,679		1,353		81,914		47,513
Gaming tax	187,963		249		148,120		38,307
Compensation	388,994		25,986		78,014		26,633
Other direct costs	—		5,943		74,549		47,420
Casino property costs	153,110		—		—		—
General and administrative	70,073		16,108		40,415		27,729
Other segment items(1)	150,845		12,946		32,196		13,715
Segment EBITDAR	$370,774		$34,769		$297,788		$(5,007)
Period from January 1, 2025 to February 7, 2025 (Predecessor)
Revenue	$124,299		$3,720		$75,265		$16,941
Less: segment expenses
Marketing costs	8,814		—		8,362		5,055
Gaming tax	20,917		—		16,535		6,461
Compensation	41,381		—		8,492		3,213
Other direct costs	—		—		8,183		8,355
Casino property costs	26,653		—		—		—
General and administrative	10,712		—		6,261		2,220
Other Segment Items(1)	(7,732)		—		2,212		(2,702)
Segment EBITDAR	$23,554		$3,720		$25,220		$(5,661)
Year Ended December 31, 2024 (Predecessor)
Revenue	$1,363,113		$6,861		$902,632		$170,317
Less: segment expenses
Marketing costs	89,245		—		118,449		51,927
Gaming tax	190,505		—		158,691		48,015
Compensation	393,160		—		97,431		38,057
Other direct costs	—		—		134,192		57,065
Casino property costs	141,218		—		—		—
General and administrative	73,143		—		64,359		22,863
Other segment items(1)	105,324		—		(89)		(20,112)
Segment EBITDAR	$370,518		$6,861		$329,599		$(27,498)

__________________________________

(1)Other Segment Items primarily includes Gaming and non-gaming expenses within our Casinos & Resorts reportable segment, and certain other

immaterial costs and allocations within each of the Company’s reportable segments.

131

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Successor			Predecessor
	Period from February 8, 2025 to December 31, 2025			Period from January 1, 2025 to February 7, 2025		Year Ended December 31, 2024
(in thousands)
Capital Expenditures
Casinos & Resorts	$60,783			$5,306		$60,373
Bally's Intralot B2B	5,360			—		—
Bally's Intralot B2C	5,017			148		706
North America Interactive	818			—		2,147
Corporate & Other(1)	95,891			10,970		136,601
Total	$167,869			$16,424		$199,827

__________________________________

(1)Includes $95.3 million, $11.0 million, and $133.6 million related to our future Bally’s Chicago project during the period from February 8, 2025 to

December 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the year ended December 31, 2024 (Predecessor),

respectively.

Total assets are not regularly reviewed for each operating segment when assessing segment performance or allocating resources

and accordingly, are not presented.

21.LOSS PER SHARE

Diluted earnings per share includes the determinants of basic earnings per share and, in addition, reflects the dilutive effect of

the common stock deliverable for stock options, using the treasury stock method, and for RSUs, RSAs and PSUs for which

future service is required as a condition to the delivery of the underlying common stock.

	Successor			Predecessor
	Period from February 8, 2025 to December 31, 2025			Period from January 1, 2025 to February 7, 2025		Year Ended December 31, 2024
(in thousands, except per share data)
Net loss attributable to Bally’s Corporation	$(650,074)			$(51,024)		$(567,754)
Weighted average common shares outstanding, basic	60,556,906			48,742,859		48,468,887
Weighted average effect of dilutive securities	—			—		—
Weighted average common shares outstanding, diluted	60,556,906			48,742,859		48,468,887
Basic loss per share	$(10.73)			$(1.05)		$(11.71)
Diluted loss per share	$(10.73)			$(1.05)		$(11.71)
Anti-dilutive shares excluded from the calculation of diluted earnings per share	464,405			5,056,640		5,377,457

The Company has Penny Warrants which participate in dividends with the Company’s common stock subject to certain

contingencies. In the period in which the contingencies are met, those instruments are participating securities to which income

will be allocated using the two-class method. The Penny Warrants were considered exercisable for little to no consideration and

are therefore included in basic shares outstanding at their issuance date. Refer to Note 2 “Summary of Significant Accounting

Policies” for further information regarding the Framework Agreement.

132

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

22.SUBSEQUENT EVENTS

New Term Loan Facility

On February 11, 2026, the Company entered into a new $1.1 billion term loan credit facility due 2031 (the “Term Loans”). The

Term Loans were provided by funds managed by Ares Management Credit, King Street Capital Management, and TPG Credit.

The Term Loans are secured by substantially all material assets of the Company and its wholly owned subsidiaries, subject to

customary exceptions and exclusions.

Term Loan Facility and Revolving Credit Facility Repayments

On February 11, 2026, the Company repaid in full the outstanding balance under its Term Loan Facility, resulting in cash

payments of $1.48 billion. Additionally, in February 2026, the Company paid down $448.0 million of amounts outstanding

under its Revolving Credit Facility, which had been drawn in January 2026 to fund the New York gaming license fee.

ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND

FINANCIAL DISCLOSURE

None.

ITEM 9A.CONTROLS AND PROCEDURES

Management’s Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer (principal executive officer) and chief financial officer

(principal financial officer), conducted an evaluation of the effectiveness of our disclosure controls and procedures as of

December 31, 2025, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as

amended (the “Exchange Act”). Based on this evaluation, our chief executive officer and chief financial officer have concluded

that during the period covered by this report, the Company’s disclosure controls and procedures were not effective due to a

material weakness in the Company’s internal control over financial reporting described below.

Notwithstanding the ineffective disclosure controls and procedures as a result of the identified material weakness, our chief

executive officer and chief financial officer have concluded that the consolidated financial statements in this Annual Report on

Form 10-K present fairly, in all material respects, the Company’s financial position, results of operations and cash flows in

accordance with generally accepted accounting principles in the United States of America (U.S. GAAP).

Deloitte & Touche LLP, the Company’s independent registered public accounting firm that audited the Consolidated Financial

Statements for the period from February 8, 2025 to December 31, 2025 (Successor) and period from January 1, 2025 to

February 7, 2025 (Predecessor), issued an attestation report on the Company’s internal control over financial reporting which

immediately follows this report.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal

control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or

under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s

Board, management and other personnel to provide reasonable assurance regarding the reliability of financial statements for

external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

•pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and

dispositions of the assets of the Company;

•provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements

in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are

being made only in accordance with authorizations of management and directors of the Company; and

•provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition

of the Company’s assets that could have a material effect on the financial statements.

133

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate

because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Management

assessed the effectiveness of its Company’s internal control over financial reporting as of December 31, 2025 (Successor). In

making this assessment, management used the criteria established in the Internal Control-Integrated Framework (2013) issued

by the Committee of Sponsoring Organizations of the Treadway Commission (“the COSO framework”). Based on evaluation

under the criteria established in the COSO framework, management determined, based upon the existence of the material

weakness described below, we did not maintain effective internal control over financial reporting as of December 31, 2025

(Successor).

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that a

reasonable possibility exists that a material misstatement of our annual or interim financial statements would not be prevented

or detected on a timely basis.

Material Weakness Identified

Management has identified a material weakness, in the aggregate, related to the ineffective operation of management review

controls over accounting for income taxes and related disclosures.

Management has developed a remediation plan that includes reinforcing procedures for the timely preparation and review of tax

provisions and evaluating the structure of its tax department to enable more timely preparation of the tax provision and provide

adequate time to review the tax accounts and related disclosures.

Remediation of Previously Identified Material Weaknesses

As disclosed in Part II, Item 9A., “Controls and Procedures,” in our Annual Report on Form 10-K for the year ended December

31, 2024 (Predecessor), we identified control deficiencies during 2024 (Predecessor) that constituted a material weakness

relating to the lack of segregation of duties over the preparation, review, and recording of journal entries within our Bally’s

Intralot B2C reportable segment. We reinforced remediation efforts throughout 2024 (Predecessor) and monitored operating

effectiveness on a quarterly basis. As of December 31, 2025 (Successor), Management concluded this material weakness was

remediated. Specifically, the following plans were implemented and determined to be operating effectively:

•Educated control owners within the Bally’s Intralot B2C reportable segment of the appropriate design elements of

journal entry controls and enforcing policies requiring independent preparers and reviewers.

•Implemented a new enterprise resource planning (“ERP”) system, which enhanced the flow of financial information,

improved data management and control and enabled us to remediate segregation of duties over journal entries by

systematically requiring an independent preparer and reviewer of each journal entry.

•Enhanced monitoring controls designed to detect and remediate inappropriate segregation of duties over journal entry

review and approval.

Changes in Internal Control over Financial Reporting

During the period from February 8, 2025 to December 31, 2025 (Successor) and period from January 1, 2025 to February 7,

2025 (Predecessor), the Company completed its acquisitions of Queen Casino & Entertainment, Inc. and Intralot, collectively

(the “Acquired Companies”). Since the Company has not yet fully incorporated the internal controls and procedures of the

Acquired Companies into the Company’s internal control over financial reporting, management excluded the Acquired

Companies from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December

31, 2025 (Successor). These acquisitions on a combined basis constituted approximately $1.2 billion or 10.4% of the

Company’s total consolidated assets that were excluded from the scope of Management’s assessment, and approximately

$314.2 million or 12.6% of the Company’s consolidated revenues as of and for the period from February 8, 2025 to December

31, 2025 (Successor).

Other than the material weakness noted above, the remediation of the previously disclosed material weakness, and addition of

the Acquired Companies, there has been no change in our internal control over financial reporting that occurred during the

quarter ended December 31, 2025 (Predecessor) covered by this Annual Report on Form 10-K that has materially affected, or is

reasonably likely to materially affect, our internal control over financial reporting.

134

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Bally’s Corporation

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Bally's Corporation and subsidiaries (the “Company”) as of

December 31, 2025 (successor), based on criteria established in Internal Control — Integrated Framework (2013) issued by the

Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, because of the effect of the

material weakness identified below on the achievement of the objectives of the control criteria, the Company has not

maintained effective internal control over financial reporting as of December 31, 2025 (successor), based on criteria established

in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)

(PCAOB), the consolidated financial statements as of December 31, 2025 (successor), and for the periods from February 8,

2025 to December 31, 2025 (successor) and from January 1, 2025 to February 7, 2025 (predecessor), of the Company and our

report dated March 23, 2026, expressed an unqualified opinion on those financial statements.

As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment

the internal control over financial reporting at Queen Casino & Entertainment, Inc., (“Queen”) and Intralot S.A., and whose

financial statements constitute approximately $1.2 billion or 10.4% of the Company’s total consolidated assets as of December

31, 2025 (successor), and approximately $314.2 million or 12.6% of the Company’s consolidated revenues for the period from

February 8, 2025 to December 31, 2025 (successor). Accordingly, our audit did not include the internal control over financial

reporting at Queen and Intralot S.A.

Basis for Opinion

The Company's management is responsible for maintaining effective internal control over financial reporting and for its

assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report

on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over

financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be

independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the

audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all

material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk

that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the

assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit

provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally

accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures

that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and

dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and

expenditures of the company are being made only in accordance with authorizations of management and directors of the

company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or

disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,

projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate

because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

135

Material Weakness

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that

there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be

prevented or detected on a timely basis. The following material weakness has been identified and included in management's

assessment: Management has identified a material weakness, in the aggregate, related to the ineffective operation of

management review controls over accounting for income taxes and related disclosures. This material weakness was considered

in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of

December 31, 2025 (successor), and for the periods from February 8, 2025 to December 31, 2025 (successor) and from January

1, 2025 to February 7, 2025 (predecessor), of the Company, and this report does not affect our report on such financial

statements.

/s/ Deloitte & Touche LLP

New York, New York

March 23, 2026

136

ITEM 9B.OTHER INFORMATION

During the quarter ended December 31, 2025, none of our officers or directors adopted, modified or terminated any contract,

instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense

conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K.

ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

137

PART III

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item will be contained in our Definitive Proxy Statement on Schedule 14A for our Annual

Meeting of Stockholders to be held on or about May 19, 2026 (the “2026 Proxy Statement”) and is incorporated herein by

reference.

Insider Trading Policy

The Company has adopted insider trading policies and procedures governing the purchase, sale, and/or other disposition of its

securities by the Company, its directors, officers, employees and certain other individuals that the Company believes are

reasonably designed to promote compliance with insider trading laws, rules, and regulations, and applicable New York Stock

Exchange listing standards. The Company’s Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

ITEM 11.EXECUTIVE COMPENSATION

The information required by this item will be contained in the 2026 Proxy Statement and is incorporated herein by reference.

ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND

RELATED STOCKHOLDER MATTERS

The information required by this item will be contained in the 2026 Proxy Statement and is incorporated herein by reference.

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item will be contained in the 2026 Proxy Statement and is incorporated herein by reference.

ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item will be contained in the 2026 Proxy Statement and is incorporated herein by reference.

138

PART IV

ITEM 15.EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

a.Documents filed as a part of this Annual Report on Form 10-K.

1.Financial Statements. The Financial Statements filed as part of this Annual Report on Form 10-K are listed in the

Index to Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

2.Financial Statement Schedules. All schedules have been omitted because they are either not required or the

information required is included in our consolidated financial statements or the notes thereto included in Item 8

hereof.

3.Exhibits.

Exhibit Number		Description of Exhibit
2.1#		Agreement and Plan of Merger, dated as of July 25, 2024, by and among Parent, Queen, Merger Sub I, Merger Sub II, the Company and, solely for purposes of specified provisions of the Merger Agreement, SG Gaming  (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-38850) filed July 25, 2024)
2.2#		Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 27, 2024, by and among the Company, Parent, Queen, Merger Sub I, Merger Sub II, and, solely for purposes of specified provisions of the Merger Agreement, SG Gaming. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-38850) filed August 28, 2024)
2.3#		Amendment No. 2 to the Agreement and Plan of Merger, dated as of September 30, 2024, by and among Parent, Queen, Merger Sub I, Merger Sub II, the Company and, solely for purposes of specified provisions of the Merger Agreement, SG Gaming (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-38850) filed October 1, 2024))
2.4		Transaction Agreement, dated as of July 18, 2025, by and among Bally’s Corporation and Intralot S.A. – Integrated Lottery Systems and Services (incorporated by reference to the Company’s Form 10-Q (File No. 001-38850) filed on November 12, 2025)
3.1		Sixth Amended and Restated Certificate of Incorporation of Bally’s Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-38850) filed on February 13, 2025)
3.2		Second Amended and Restated Bylaws of Bally’s Corporation (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-38850) filed February 13, 2025)
4.1		Form of Certificate of Common Stock of Twin River Worldwide Holdings, Inc. (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-4/A (File No. 333-228973) filed on January 25, 2019)
4.2		Indenture, dated as of August 20, 2021, among Premier Entertainment Sub, LLC, Premier Entertainment Finance Corp. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-38850) filed on August 20, 2021)
4.3		First Supplemental Indenture, dated as of October 1, 2021, among Premier Entertainment Sub, LLC, Premier Entertainment Finance Corp., the guarantors party thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-38850) filed on October 7, 2021)
4.4		Second Supplemental Indenture, dated as of April 13, 2022, among the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K (File No. 001-38850) filed on March 1, 2023)
4.5		Third Supplemental Indenture, dated as of December 30, 2022, among the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K (File No. 001-38850) filed on March 1, 2023)

139

Exhibit Number		Description of Exhibit
4.6*		Description of Registrant’s Securities
4.7		Form of Warrant (incorporated by reference to Exhibit 4.6 to the Company’s Annual Report on Form 10-K (File No. 001-38850) filed on March 10, 2021)
4.8		Form of Option Agreement (incorporated by reference to Exhibit 4.7 to the Company’s Annual Report on Form 10-K (File No. 001-38850) filed on March 10, 2021)
10.1		License Agreement, dated May 15, 2003, by and between Hard Rock Hotel Licensing, Inc., Premier Entertainment Biloxi LLC, and Premier Entertainment, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-4/A (File No. 333-228973) filed on January 25, 2019)
10.2		First Letter Agreement, dated April 4, 2006, by and between Hard Rock Hotel Licensing, Inc., Premier Entertainment Biloxi LLC, and Premier Entertainment, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-4/A (File No. 333-228973) filed on January 25, 2019)
10.3		First Amendment to Hard Rock License Agreement, dated May 10, 2007, by and between Hard Rock Hotel Licensing, Inc., Premier Entertainment Biloxi LLC, and Premier Entertainment Biloxi LLC (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-4/A (File No. 333-228973) filed on January 25, 2019)
10.4		Second Amendment to Hard Rock License Agreement, dated July 10, 2014, by and between Hard Rock Hotel Licensing, Inc., Premier Entertainment Biloxi LLC, and Premier Entertainment Biloxi LLC, and Twin River Management Group, Inc. (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-4/A (File No. 333-228973) filed on January 25, 2019)
10.5**		Bally’s Corporation 2021 Equity Incentive Plan (incorporated by reference to Annex B to the Registrant’s Definitive Proxy Statement on Schedule 14A (File No. 001-38850) filed April 8, 2021)
10.6**		Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.28 to the Company’s Registration Statement on Form S-4/A (File No. 333-228973) filed on January 25, 2019)
10.7**		Form of Restricted Stock Unit Award Agreement (Performance-Based) (incorporated by reference to Exhibit 10.29 to the Company’s Registration Statement on Form S-4/A (File No. 333-228973) filed on January 25, 2019)
10.8**		Form Restricted Stock Unit Award Agreement (Performance-Based) (incorporated by reference to Exhibit 10.39 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 001-38850) filed on March 13, 2020)
10.9**		Form Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.40 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 001-38850) filed on March 13, 2020)
10.10**		Employment Agreement, effective as of March 29, 2016, by and between Twin River Management Group, Inc. and George Papanier (incorporated by reference to Exhibit 10.31 to the Company’s Registration Statement on Form S-4/A (File No. 333-228973) filed on January 25, 2019)
10.11**		Amendment No 1. to Employment Agreement, dated as of January 13, 2020, by and among Twin River Worldwide Holdings, Inc. and George Papanier (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 001-38850) filed on January 16, 2020)
10.12**		Amendment No. 2 Employment Agreement, January 20, 2021, by and between Bally’s Corporation and George Papanier (incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 001-38850) filed on March 10, 2021)
10.13**		Amendment No. 3 to Employment Agreement, dated February 13, 2023, by and between Bally’s Corporation and George Papanier (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K (File No. 001-38850) filed on February 13, 2023)

140

Exhibit Number		Description of Exhibit
10.14**		Employment Agreement, effective July 10, 2013, by and between Twin River Management Group, Inc. and Craig L. Eaton (incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 001-38850) filed on March 13, 2020)
10.15**		Employment Agreement, dated May 8, 2023, by and between Bally’s Corporation and Marcus Glover (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 001-38850) filed May 9, 2023)
10.16**		Form of Robeson Reeves Service Agreement, effective October 1, 2021 (incorporated by reference to Exhibit 10.44 to the Company’s Annual Report on Form 10-K (File No. 001-38850) filed on March 1, 2022)
10.17**		Amendment No. 1 to Service Agreement, dated June 1, 2022, by and between Bally’s Corporation and Robeson Reeves (incorporated by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K (File No. 001-38850) filed on March 1, 2023)
10.18**		Amendment No. 2 to Service Agreement, dated February 13, 2023, by and between Bally’s Corporation and Robeson Reeves (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K (File No. 001-38850) filed on February 13, 2023)
10.19**		Form of Kim Barker Lee Employment Agreement, effective December 7, 2022 (incorporated by reference to Exhibit 10.45 to the Company’s Annual Report on Form 10-K (File No. 001-38850) filed on March 1, 2023)
10.20		Credit Agreement, dated October 1, 2021, among Bally’s Corporation, the subsidiary guarantors party thereto, the lenders party thereto and Deutsche Bank AG New York Branch, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-38850) filed on October 7, 2021)
10.21		Amended and Restated Ground Lease, dated July 17, 2025, by and between Bally’s Chicago Operating Company, LLC and GLP Capital, L.P. (incorporated by reference to Exhibit 10.20 to the registration statement on Form S-1 filed by Bally’s Chicago, Inc. (File No. 333-283772) on August 5, 2025)
10.22		First Amendment to Credit Agreement, dated June 23, 2023, among Bally’s Corporation, the subsidiary guarantors party thereto, the lenders party thereto and Deutsche Bank AG New York Branch, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File 001-38850) filed on November 3, 2023)
10.23		Development Agreement, date July 17, 2025, by and between Bally’s Chicago Operating Company, LLC and GLP Capital, L.P. (incorporated by reference to Exhibit 10.21 to the registration statement on Form S-1 filed by Bally’s Chicago, Inc. (File No. 333-283772) on August 5, 2025)
10.24		Amendment to Credit Agreement, dated as of September 11, 2025, by and among the Company, the subsidiaries of the Company party thereto as guarantors, Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K (File No. 001-38850) filed on September 12, 2025)
10.25		Incremental Joinder Agreement, dated as of September 29, 2025, by and among Jefferies Finance LLC, Bally’s Corporation, and Deutsche Bank AG New York Branch (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-38850) filed on September 30, 2025)
10.26		Amended and Restated Regulatory Agreement, dated March 1, 2024, by and among the Rhode Island Department of Business Regulation, the State Lottery Division of the Rhode Island Department of Revenue, Bally’s Corporation, Bally’s Management Group, LLC, UTGR, LLC, Twin River-Tiverton, LLC, and Bally’s RI iCasino, LLC (incorporated by reference to Exhibit 10.48 to the Company’s Annual Report on Form 10-K (File No. 001-38850) filed on March 15, 2024)
10.27**		Bally’s Corporation 2021 Equity Incentive Plan - Performance Unit Award Agreement (incorporated by reference to Exhibit 10.47 to the Company’s Annual Report on Form 10-K (File No. 001-38850) filed on March 1, 2022)
10.28**		Bally’s Corporation 2021 Equity Incentive Plan - Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.48 to the Company’s Annual Report on Form 10-K (File No. 001-38850) filed on March 1, 2022)

141

Exhibit Number		Description of Exhibit
10.29		Bally’s Corporation Amended and Restated 2021 Equity Incentive Plan (incorporated by reference to Annex A to the Company’s Definitive Proxy Statement on Schedule 14A (File No. 001-38850) filed on April 4, 2025.
10.30		Note Purchase Agreement, dated February 7, 2025, by and among the Company, the subsidiaries of the Company party thereto as guarantors, Alter Domus (US) LLC as note agent and collateral agent, and the purchasers party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8- K (File No. 001-38850) filed on February 13, 2025)
10.31		Binding Term Sheet, dated as of July 11, 2024, by and among Bally’s Corporation and Gaming and Leisure Properties, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-38850) filed on July 12, 2024)
10.32**		Employment Agreement, dated March 10, 2025, by and between Bally's Corporation and Mira Mircheva  (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-38850) filed on March 11, 2025)
10.33		Subscription Agreement, dated as of Mary 23, 2025, by and among Bally’s Corporation and The Star Entertainment Group Limited (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-38850) filed on August 11, 2025)
10.34		Subordination Deed Poll, dated as of May 23, 2025, by and among Bally’s Corporation and The Star Entertainment Group Limited (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-38850) filed on August 11, 2025)
10.35		Binding Term Sheet, dated as of April 7, 2025, by and among Bally’s Corporation and The Star Entertainment Group Limited (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-38850) filed on April 11, 2025
10.36		Amended and Restated Ground Lease, dated July 17, 2025, by and between Bally’s Chicago Operating Company, LLC and GLP Capital, L.P. (incorporated by reference to Exhibit 10.20 to the registration statement on Form S-1 filed by Bally’s Chicago, Inc. (File No. 333-283772) on August 5, 2025)
10.37		Development Agreement, date July 17, 2025, by and between Bally’s Chicago Operating Company, LLC and GLP Capital, L.P. (incorporated by reference to Exhibit 10.21 to the registration statement on Form S-1 filed by Bally’s Chicago, Inc. (File No. 333-283772) on August 5, 2025)
10.38** *		Bally's Corporation 2021 Equity Incentive Plan - Option Right Award Agreement, dated October 7, 2025, by and between Bally's Corporation and Robeson Reeves
10.39** *		Bally's Corporation 2021 Equity Incentive Plan - Incentive Stock Option Award Agreement, dated October 7, 2025, by and between Bally's Corporation and George Papanier
10.40** *		Amendment No. 5 to Employment Agreement, dated October 7, 2025, by and between Bally’s Corporation and George Papanier
10.41** *		Separation Agreement and General Release, dated October 15, 2025, by and between Bally's Corporation and Marcus Glover
10.42** *		Third Amendment to Service Agreement, dated November 1, 2025, by and between Gamesys Group Limited and Robeson Reeves
10.43**		Employment Agreement, dated January 27, 2026, by and between Bally’s Management Group, LLC, and Soohyung Kim (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-38850) filed on January 27, 2026)
10.44		Term Loan Credit Agreement, dated February 11, 2026, by and between Bally’s Corporation and Ares Agent Services, L.P. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-38850) filed on February 17, 2026)

142

Exhibit Number		Description of Exhibit
19.1*		Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10- K (File No. 001-38850) filed on March 17, 2025)
21.1*		Schedule of Subsidiaries
23.1*		Consent of Independent Public Accounting Firm
31.1*		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1		Bally’s Corporation Compensation Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K (File No. 001-38850) filed on March 15, 2024)
99.1*		Description of Government Regulations
101.INS		Inline XBRL Instance Document - the instance document does not appear in the interactive data file because XBRL tags are embedded within the inline XBRL document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		The cover page from Bally’s Corporation’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in inline XBRL contained in Exhibit 101
#		As permitted under Item 601(a)(5) of Regulation S-K, the exhibits and schedules to this exhibit are omitted from this filing. The Company agrees to furnish a supplemental copy of any omitted exhibit or schedule to the SEC upon its request.
*		Filed herewith.
**		Management contracts or compensatory plans or arrangements.

ITEM 16.FORM 10-K SUMMARY

None.

143

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this

report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 23, 2026.

	BALLY’S CORPORATION
	By:	/s/ VLADIMIRA MIRCHEVA
		Vladimira Mircheva
		Chief Financial Officer
		(Principal Financial and Accounting Officer)
	By:	/s/ ROBESON M. REEVES
		Robeson M. Reeves
		Chief Executive Officer
		(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following

persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature		Title		Date
/s/ ROBESON M. REEVES		President, Chief Executive Officer and Director		March 23, 2026
Robeson M. Reeves		(Principal Executive Officer)
/s/ VLADIMIRA MIRCHEVA		Chief Financial Officer		March 23, 2026
Vladimira Mircheva		(Principal Financial and Accounting Officer)
/s/ SOOHYUNG KIM		Executive Chairman		March 23, 2026
Soohyung Kim
/s/ TRACY HARRIS		Director		March 23, 2026
Tracy Harris
/s/ GEORGE T. PAPANIER		Director		March 23, 2026
George T. Papanier
/s/ JAYMIN B. PATEL		Director		March 23, 2026
Jaymin B. Patel
/s/ JEFFREY W. ROLLINS		Director		March 23, 2026
Jeffrey W. Rollins
/s/ WANDA Y. WILSON		Director		March 23, 2026
Wanda Y. Wilson