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Century Casinos, Inc. expanded its Board of Directors from five to six members and appointed Mitchell Etess as a new independent director, effective immediately, with a term running through the 2026 Annual Meeting and election of his successor.
Etess will be compensated under the existing non-employee director program, including a $40,000 annual cash retainer, an annual equity award valued at $10,000 in restricted stock units (capped at 4,000 units), and $2,000 for each gaming application completed. His appointment arises from a nomination and standstill agreement with Brigade Capital Management, LP, under which Brigade agrees for nine months, subject to conditions, not to pursue control actions or additional common stock purchases.
A related side letter states that if the Company runs a Dutch auction to repurchase term loans under its April 1, 2022 Credit Agreement, Brigade and affiliates will tender up to $50 million principal amount of term loans at a specified discount, though there is no assurance any such auction will occur.
Century Casinos, Inc. has issued its definitive proxy for the 2026 virtual annual meeting, where stockholders will vote on electing two Class II directors, ratifying Grant Thornton LLP as auditor, and approving an advisory resolution on executive pay.
The board is adding industry veteran Mitchell Etess as a Class II nominee under a nomination and standstill agreement with Brigade Capital Management. As of April 27, 2026, there were 28,204,089 common shares outstanding, with the two Co‑CEOs each beneficially owning about 6–7% and directors and executives as a group owning 15%.
The filing describes a comprehensive strategic review begun in 2025 to evaluate options including asset sales, partnerships, capital structure changes, or a potential sale of the company, with no decisions yet made. For 2025, net operating revenue was $573.0 million (down 1%), earnings from operations were $51.3 million (up 331%), and Adjusted EBITDAR was $105.4 million (up 3%), while the company reported a net loss of $61.4 million and a 59% year‑over‑year decline in the year‑end share price.
Executive pay remains heavily performance‑based, using annual cash incentives tied to net operating revenue and three‑year performance stock units linked to Adjusted EBITDAR and relative total shareholder return versus the Russell 3000. The 2023 PSU cycle paid out at 0% after performance missed threshold levels, while 2025 annual cash bonuses were earned at about 51.9% of target. Prior say‑on‑pay proposals received at least 70% support, and the company highlights independent board oversight, fully independent key committees, and robust risk and audit processes.
Century Casinos Inc: Vanguard Capital Management reported beneficial ownership of 1,485,385 shares of Common Stock, representing 5.18% of the class as of 03/31/2026. The filing states Vanguard has sole dispositive power over 1,485,385 shares and sole voting power for 158,578 shares. The report is signed by a Vanguard official on 04/29/2026.
Century Casinos Inc amends a Schedule 13G: The Vanguard Group reports beneficial ownership of 0 shares, representing 0% of Common Stock as disclosed in the amendment dated 03/13/2026. The filing includes a disclosure about an internal realignment and disaggregation of Vanguard reporting; signature dated 03/26/2026.
Century Casinos director Gottfried Schellmann reported equity-based compensation awards. He received 4,000 restricted stock units, each representing a contingent right to one share of CNTY common stock, and 2,439 shares of common stock acquired upon settlement of restricted stock units. Following the common stock award, he directly holds 87,796 CNTY shares. The 4,000 restricted stock units vest on March 17, 2027, with vested shares scheduled to be delivered on March 18, 2027, and dividend equivalent rights accruing as dividends are paid on the common stock.
Century Casinos director Dinah Corbaci reported compensation-related equity grants. She received 4,000 Restricted Stock Units, each representing a contingent right to one share of CNTY common stock. These RSUs vest on March 17, 2027, with shares to be delivered on March 18, 2027, and earn dividend equivalents while outstanding.
Corbaci also acquired 2,439 shares of Century Casinos common stock at no cost upon settlement of previously awarded RSUs, bringing her directly held common stock position to 35,096 shares after the transactions.
BERGER EDUARD M reported acquisition or exercise transactions in this Form 4 filing.
Century Casinos director Eduard M. Berger reported compensation-related equity awards, not open-market trades. He received 4,000 Restricted Stock Units, each representing a right to one share of CNTY common stock, and now holds 4,000 RSUs directly.
He was also granted 2,439 shares of common stock, bringing his directly held common shares to 3,796. The RSUs vest on March 17, 2027, with shares scheduled for delivery on March 18, 2027, and dividend-equivalent rights accrue as dividends are paid on the common stock.
Century Casinos, Inc. filed its annual report detailing a diversified casino and racetrack portfolio across the US, Canada and Poland, organized into five geographic segments. The company operates properties with hotels, racetracks, off-track betting, sports betting and iGaming partnerships, plus extensive players’ club and loyalty programs.
In 2025 it launched a BetMGM retail and online sportsbook in Missouri and is preparing to offer retail sports betting and iGaming in Alberta under a new regulatory framework. The Board began a comprehensive strategic review exploring options that may include asset sales, partnerships, mergers or a potential sale of the company, with no timetable or outcome yet determined.
The report highlights intense regional competition, seasonality, heavy regulation and significant leverage, including variable-rate debt and long-term triple-net lease obligations on many North American properties. Management also emphasizes cybersecurity, climate and disaster risks, labor availability, and regulatory and tax changes as key ongoing risk factors.
Century Casinos reported largely flat revenue but sharply improved profitability metrics for the fourth quarter and full year 2025. Net operating revenue was $137.992M in Q4 2025, essentially unchanged from Q4 2024, and $572.975M for the year, down 1%.
Earnings from operations turned around to $10.439M in Q4 2025 from a loss of $62.627M a year earlier, helped by the absence of prior-year goodwill impairments. For 2025, earnings from operations were $51.279M, compared with a loss of $22.157M in 2024.
Net loss attributable to shareholders narrowed to $(17.946)M in Q4 2025 from $(90.325)M, and to $(61.416)M for 2025 versus $(153.601)M in 2024. Adjusted EBITDAR rose 13% in Q4 to $23.856M and increased 3% for the year to $105.377M, with margin expansion in several segments.
Management highlighted improving trends among lower-end customers and ongoing “robust discussions” on strategic alternatives, including a potential sale of the Poland operations. The Company launched a BetMGM-powered retail and online sportsbook in Missouri and opened a second casino in Wroclaw in early 2026.
As of December 31, 2025, cash and cash equivalents were $68.9M versus $98.8M a year earlier, with outstanding debt of $337.7M and a long-term Master Lease financing obligation of $715.7M.
Investment Company, Inc. filed an amended Schedule 13G reporting its beneficial ownership of Century Casinos, Inc. common stock. The firm is shown as having sole voting and dispositive power over 770,508 shares as of 12/31/2025, held through three affiliated investment funds.
The shares are allocated among Special Situations Cayman Fund, L.P., Special Situations Fund III QP, L.P., and Special Situations Private Equity Fund, L.P., all advised by Investment Company, Inc. The filer states it now owns 5 percent or less of the outstanding common stock and that the position is held in the ordinary course of business, not to change or influence control of Century Casinos.