STOCK TITAN
  1. Home
  2. Sec-filings
  3. CNTY
  4. [8-K] CENTURY CASINOS INC /CO/ Reports Material Event

Century Casinos switches auditors to Ernst & Young

Century Casinos, Inc. reported that its Audit Committee dismissed Grant Thornton LLP as independent auditor on May 21, 2026 and appointed Ernst & Young LLP on May 22, 2026 to audit the fiscal year ending December 31, 2026.

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Century Casinos, Inc. reported that its Audit Committee dismissed Grant Thornton LLP as independent auditor on May 21, 2026 and appointed Ernst & Young LLP on May 22, 2026 to audit the fiscal year ending December 31, 2026.

Grant Thornton’s reports on the company’s 2024 and 2025 financial statements were clean, with no adverse or qualified opinions. The company states there were no disagreements with Grant Thornton on accounting or auditing matters, but it previously disclosed material weaknesses in internal control over financial reporting related to review of key inputs and assumptions in impairment testing.

These material weaknesses led to restatements of the 2024 annual financial statements and the unaudited quarterly financial statements for the three months ended March 31, 2025 and the three and six months ended June 30, 2025. The company also notes it did not consult Ernst & Young on accounting or audit issues before the appointment.

Positive

  • None.

Negative

  • Material weaknesses and restatements: The company reports material weaknesses in internal control over financial reporting related to impairment testing reviews, which led to restatements of its 2024 annual financial statements and multiple 2025 interim periods, indicating prior financial reporting was not reliable without correction.
  • Auditor change following control issues: The Audit Committee dismissed Grant Thornton and appointed Ernst & Young as auditor for 2026 after control weaknesses and restatements, signaling a notable shift in external oversight of the company’s financial reporting.

Insights

Century Casinos changes auditors after control issues and restatements.

Century Casinos replaced Grant Thornton with Ernst & Young as independent auditor for the 2026 fiscal year. The company reports clean prior opinions and no formal disagreements or reportable events with Grant Thornton under Regulation S-K definitions.

However, the company previously identified material weaknesses in internal control over financial reporting, specifically around reviewing key inputs and assumptions used in impairment testing. These control issues were significant enough to require restating the 2024 annual financial statements and certain 2025 interim periods.

The auditor transition, alongside recent restatements, highlights elevated governance and reporting risk until controls are remediated and stable reporting is demonstrated in future periods. The company also states it did not consult Ernst & Young on accounting treatments before appointment, which is standard language aimed at underscoring auditor independence.

Item 4.01 Changes in Registrant's Certifying Accountant Governance
The company changed its independent auditing firm, which may involve disagreements on accounting matters.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Auditor dismissal date May 21, 2026 Audit Committee approved dismissal of Grant Thornton
New auditor appointment date May 22, 2026 Ernst & Young appointed for fiscal year 2026 audit
Fiscal years with GT clean opinions 2024 and 2025 Grant Thornton’s reports were not adverse or qualified
Restated annual period 2024 Consolidated financial statements were restated due to control weaknesses
Restated interim periods Q1 2025, Q2 2025 YTD Three months ended March 31, 2025 and three and six months ended June 30, 2025
material weaknesses financial
"the Company identified material weaknesses in its internal control over financial reporting"
Material weaknesses are significant flaws in a company’s systems for ensuring its financial reports are accurate and reliable. Like a broken lock on a safe, they increase the chance that financial statements contain big errors or omissions, which can mislead investors about performance and risk; discovering one often raises questions about management oversight, may lead to restated results, and can affect investor confidence and a company’s valuation.
internal control over financial reporting financial
"material weaknesses in its internal control over financial reporting, as disclosed in Part II, Item 9A"
Internal control over financial reporting is a company’s system of procedures and checks designed to make sure its financial statements are accurate and complete, like a set of guardrails and verification steps that catch mistakes or fraud before numbers are published. Investors care because strong controls make reported results more trustworthy, lower the risk of surprise restatements or regulatory problems, and give greater confidence when valuing the company or comparing it to peers.
reportable events regulatory
"there were no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K)"
Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.
independent registered public accounting firm financial
"GT as our independent registered public accounting firm effective upon notification"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
impairment testing financial
"controls to timely review certain key inputs and assumptions used in the performance of impairment testing"

FAQ

What auditor change did Century Casinos (CNTY) announce in this 8-K?
Century Casinos’ Audit Committee dismissed Grant Thornton LLP and appointed Ernst & Young LLP as its independent registered public accounting firm for 2026. The change is effective after notifying Grant Thornton on May 22, 2026, and EY will audit the consolidated financial statements for the year ending December 31, 2026.

Did Grant Thornton issue any adverse opinions on Century Casinos (CNTY) financial statements?
Grant Thornton’s audit reports for the years ended December 31, 2024 and 2025 did not contain adverse opinions or disclaimers. Those reports were also not qualified or modified regarding uncertainty, audit scope, or accounting principles, indicating standard unqualified opinions on the company’s consolidated financial statements.

Were there disagreements between Century Casinos (CNTY) and Grant Thornton?
The company states there were no disagreements with Grant Thornton on accounting principles, financial statement disclosure, or auditing scope or procedure. It also reports no reportable events under Regulation S-K definitions, aside from previously disclosed internal control material weaknesses related to impairment testing reviews.

What material weaknesses in internal control did Century Casinos (CNTY) report?
The company identified material weaknesses in designing, implementing, and maintaining effective controls to timely review key inputs and assumptions in impairment testing and related disclosures. These control deficiencies were disclosed in its May 7, 2026 Form 10-Q under Controls and Procedures, reflecting shortcomings in financial reporting oversight.

Which Century Casinos (CNTY) financial periods were restated due to control weaknesses?
The material weaknesses led to restatement of the 2024 annual financial statements and certain 2025 interim periods. Specifically, the company restated its 2024 consolidated results and unaudited condensed consolidated financial statements for the three months ended March 31, 2025, and the three and six months ended June 30, 2025.

Did Century Casinos (CNTY) consult Ernst & Young before appointing it auditor?
The company reports it did not consult Ernst & Young on accounting principles, specific transactions, or audit opinions before the appointment. It also states there were no matters with EY that would have constituted disagreements or reportable events during the two most recent fiscal years and the interim period.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
false000091114700009111472026-05-222026-05-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 22, 2026

CENTURY CASINOS, INC.

(Exact Name of Registrant as specified in its charter)

Delaware

0-22900

84-1271317

(State or other jurisdiction

(Commission

(I.R.S. Employer

of incorporation)

File Number)

Identification Number)

455 E. Pikes Peak Ave., Suite 210, Colorado Springs, Colorado

80903

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:

719-527-8300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 Per Share Par Value

CNTY

Nasdaq Capital Market, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨


‎

Item 4.01Changes in Registrant’s Certifying Accountant.

On May 21, 2026, the Audit Committee (the “Audit Committee”) of the Board of Directors of Century Casinos, Inc. (the “Company”) approved the dismissal of Grant Thornton LLP (“GT”) as our independent registered public accounting firm effective upon notification. The Company notified GT of the dismissal on May 22, 2026.

The audit report of GT on our consolidated financial statements for each of the two fiscal years ended December 31, 2025 and December 31, 2024 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended December 31, 2025 and December 31, 2024, and in the subsequent interim period through May 22, 2026, (i) there were no “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with GT on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of GT, would have caused GT to make reference to the subject matter of such disagreement in connection with its reports on the financial statements for such periods, and (ii) there were no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions), except that the Company identified material weaknesses in its internal control over financial reporting, as disclosed in Part II, Item 9A, Controls and Procedures, of the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (the “SEC”) on May 7, 2026, specifically that such material weaknesses are related to the design, implementation and maintenance of effective controls to timely review certain key inputs and assumptions used in the performance of impairment testing and related disclosures. In the fiscal year ended December 31, 2025, these material weaknesses resulted in the restatement of the Company's consolidated financial statements for the year ended December 31, 2024 and its unaudited condensed consolidated financial statements for the three months ended March 31, 2025 and the three and six months ended June 30, 2025.

We provided GT with a copy of the disclosure contained in this section of this Current Report on Form 8-K prior to the time this report was filed with the SEC and requested that GT furnish us with a letter addressed to the SEC stating whether it agrees with the above statements and, if not, stating the respects to which it does not agree. A copy of GT’s letter, dated May 28, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

 (b) Engagement of Independent Registered Public Accounting Firm

On May 22, 2026, the Audit Committee appointed Ernst & Young LLP (“EY”) as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31, 2026.

During our two most recent fiscal years ended December 31, 2025 and 2024 and in the subsequent interim period through May 22, 2026, neither we nor anyone on our behalf consulted EY regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our consolidated financial statements, in connection with which either a written report or oral advice was provided to us that EY concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement,” as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event,” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

16.1

Letter from Grant Thornton LLP

104

Cover Page Interactive Data File, formatted in Inline XBRL


‎

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Century Casinos, Inc.

Date: May 28, 2026

By: /s/ Margaret Stapleton

Margaret Stapleton

Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Other Documents