CNTY Files 8-K for $2.5M 10b5-1 Share Repurchase Through Dec 2025

Rhea-AI Filing Summary

Century Casinos, Inc. entered into a 10b5-1 trading plan on August 11, 2025 to repurchase up to $2.5 million of its common stock under a Board-authorized program through December 31, 2025. The Plan implements the previously authorized share repurchase program and sets a dollar cap on repurchases.

The Plan is intended to comply with Rule 10b5-1 and authorizes repurchases to be executed through an independent broker subject to price, market, volume and timing constraints specified in the Plan.

Positive

• Adopted a 10b5-1 plan to repurchase up to $2.5 million of common stock
• Plan is Board-authorized, aligning repurchases with prior board approval
• Repurchases administered through an independent broker and subject to price, market, volume and timing constraints

Negative

• Repurchase cap of $2.5 million and expiration on December 31, 2025, limit the program's scale and duration
• No details provided on timing or expected pace of repurchases beyond the constraints specified in the Plan

Insights

Financial Analyst

TL;DR: Company adopted a $2.5M 10b5-1 repurchase plan; modest, time-limited buyback that formalizes Board-authorized repurchases.

From a financial perspective, the Plan signals a controlled capital-return mechanism capped at $2.5 million and expiring December 31, 2025. Execution through an independent broker with defined price, market, volume and timing constraints reduces execution and compliance risk. Given the limited size and short duration, the immediate impact on shares outstanding and EPS is expected to be modest.

Corporate Governance Expert

TL;DR: Governance action formalizes repurchases with a 10b5-1 plan and independent broker, emphasizing compliance and board oversight.

Filing a Rule 10b5-1 plan provides an affirmative compliance framework and helps insulate repurchases from insider trading concerns. The use of an independent broker and specified constraints aligns with best practices to limit discretion and conflicts. The finite cap and expiration date indicate board-controlled, time-limited authority rather than an open-ended buyback mandate.

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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): August 11, 2025

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 8.01Other Events.

On August 11, 2025, Century Casinos, Inc., a Delaware corporation (the “Company”), entered into a 10b5-1 trading plan (the “Plan”) for the purpose of repurchasing up to $2.5 million of shares of the Company’s outstanding common stock (the “Repurchase Limit”) in accordance with the share repurchase program previously authorized by the Company’s Board of Directors. The Plan is intended to comply with Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.

The Plan allows the Company to repurchase shares up to the Repurchase Limit through December 31, 2025. Repurchases of common stock under the Plan will be administered through an independent broker and are subject to certain price, market, volume and timing constraints specified in the Plan.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
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: August 11, 2025

By: /s/ Margaret Stapleton

Margaret Stapleton

Chief Financial Officer

FAQ

What did Century Casinos (CNTY) announce in this 8-K?

Century Casinos entered a 10b5-1 trading plan to repurchase up to $2.5 million of common stock through December 31, 2025.

When was the 10b5-1 plan established?

August 11, 2025.

How much stock can be repurchased under the Plan?

Up to $2.5 million of common stock (the Repurchase Limit).

How will repurchases be executed?

Through an independent broker and subject to price, market, volume and timing constraints specified in the Plan.

Does the Plan comply with securities rules?

The Plan is intended to comply with Rule 10b5-1(c) under the Securities Exchange Act of 1934.

When does the Plan expire?

December 31, 2025.