Full House Resorts discusses roughly $525M note offering

The contemplated capital package would fund casino construction and debt repayment, but any transaction depends on definitive documentation.

Rhea-AI Filing Summary

Full House Resorts, Inc. (FLL) reported ongoing discussions about financing construction of a permanent American Place casino in Waukegan, Illinois, and refinancing its existing debt. A major financial institution has expressed willingness to fund all construction costs. The company is also discussing a contemplated private offering of approximately $525.0 million of new senior secured notes due 2031 and a new $100.0 million revolving credit facility, as part of refinancing its 8.25% Senior Secured Notes due 2028. The permanent casino is intended to replace the temporary facility and is designed to be significantly larger.

The company says it would use proceeds from the three transactions to redeem the existing notes, repay its existing credit facility, fund the full casino construction, pay fees, expenses and accrued interest, and for general corporate purposes. Discussions remain ongoing; any transaction is subject to execution of definitive documentation, and there can be no assurance that a transaction will be consummated.

8-K Event Classification

Item 7.01 — Regulation FD Disclosure

1 item

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Key Figures

Contemplated new senior secured notes: approximately $525.0 million Contemplated revolving credit facility: $100.0 million Existing Senior Secured Notes interest rate: 8.25% +2 more

5 metrics

Contemplated new senior secured notes approximately $525.0 million Private offering; due 2031

Contemplated revolving credit facility $100.0 million New facility

Existing Senior Secured Notes interest rate 8.25% Existing Notes due 2028

Existing Notes maturity Due 2028 Existing 8.25% Senior Secured Notes

Contemplated new notes maturity Due 2031 New senior secured notes

Key Terms

Senior Secured Notes, revolving credit facility, definitive documentation, redeem

4 terms

Senior Secured Notes financial

"8.25% Senior Secured Notes due 2028"

Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.

revolving credit facility financial

"a new $100.0 million revolving credit facility"

A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.

definitive documentation financial

"subject to the execution of definitive documentation"

The final, complete set of legally binding papers that record the terms, disclosures and obligations for a transaction, filing, or corporate action. Like a signed contract or the finished blueprint after many drafts, definitive documentation replaces preliminary versions and is filed with regulators or exchanged between parties; it matters to investors because it contains the authoritative details on deal terms, required approvals, financial impacts and risks that affect ownership and value.

redeem financial

"use the proceeds ... to redeem the Existing Notes"

To redeem means to exchange a financial instrument—like a bond, preferred share, voucher, or convertible security—for cash or its agreed value when the issuer or holder triggers repayment. Investors care because redemption changes who holds the investment, when they get paid, and how much cash a company must use, affecting yield, ownership stakes and short‑term liquidity much like cashing a coupon or getting a loan repaid.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing is Full House Resorts (FLL) discussing for American Place and its debt?

The company is discussing a contemplated private offering of approximately $525.0 million of new senior secured notes due 2031 and a new $100.0 million revolving credit facility. A major financial institution has expressed willingness to fund all construction costs. Discussions are ongoing, and any transaction is subject to definitive documentation.

How would Full House Resorts (FLL) use proceeds from the contemplated transactions?

The company says it would use proceeds to redeem its existing notes, repay its existing credit facility, fund the full construction of American Place, pay fees, expenses and accrued interest, and for general corporate purposes.

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

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Available on EDGAR 10/21/2026 - 05:20 PM EDT Accepted by SEC EDGAR 10/21/2026 - 05:20 PM EDT Learn about SEC filing dates

0000891482false00008914822026-10-212026-10-21

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

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Date of Report (Date of earliest event reported): October 21, 2026

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FULL HOUSE RESORTS, INC.

(Exact name of registrant as specified in its charter)

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Delaware	​ ​ ​	001-32583	​ ​ ​	13-3391527
(State or other jurisdiction of incorporation)	​	(Commission File Number)	​	(I.R.S. Employer Identification No.)

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One Summerlin 1980 Festival Plaza Drive, Suite 680 Las Vegas, Nevada	​ ​ ​	89135
(Address of principal executive offices)	​	(Zip Code)

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Registrant’s telephone number, including area code: (702) 221-7800

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​	N/A	​
(Former name or former address, if changed since last report)

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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:

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☐  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))

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

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Title of each class	​ ​ ​	Trading Symbol(s)	​ ​ ​	Name of each exchange on which registered
Common stock, $0.0001 par value per share	​	FLL	​	The Nasdaq Stock Market LLC

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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).

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Emerging growth company ☐

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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. ☐

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Item 7.01   Regulation FD Disclosure

As previously disclosed, and in compliance with applicable regulatory approvals, Full House Resorts, Inc. (the “Company”) intends to construct a permanent American Place casino in Waukegan, Illinois, to replace its current temporary facility. The permanent casino is designed to be significantly larger than the temporary casino.

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Over the past several months, the Company engaged in extensive negotiations with a major financial institution that has expressed a willingness to fund all of the construction costs of the permanent American Place casino. The Company has also been in discussions with certain existing and potential bondholders and lenders regarding the refinancing of its existing 8.25% Senior Secured Notes due 2028 (the “Existing Notes”), including a contemplated private offering of approximately $525.0 million of new senior secured notes due 2031 and a new $100.0 million revolving credit facility. The Company would use the proceeds from these three transactions to redeem the Existing Notes; repay its existing credit facility; fund the full construction of American Place; pay fees, expenses and accrued interest; and for general corporate purposes.

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In connection with these discussions, the Company provided certain prospective investors with confidential information, including the foregoing, which the Company is disclosing publicly through this Current Report.

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The Company remains focused on completing the permanent American Place casino and refinancing its existing debt in a manner it believes will best position the Company to create long-term value for its stockholders and other stakeholders. Discussions are ongoing, but any financing, refinancing or other transactions will be subject to the execution of definitive documentation. There can be no assurance that any such transactions can or will be consummated.

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The information in this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

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Forward-Looking Statements

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This Current Report contains forward-looking statements, including statements regarding the financing of construction of the permanent American Place facility and the refinancing of the Company’s existing debt, that involve risks and uncertainties that could cause actual results to differ materially, including: whether the Company will complete the construction financing or refinancing on acceptable terms or at all; the Company’s substantial indebtedness; risks associated with completing the American Place development on budget and on time; access to capital and credit on reasonable terms; general market and economic conditions; and other factors contained in the Company’s filings with the U.S. Securities and Exchange Commission, many of which are difficult to predict and outside of the Company’s control. Forward-looking statements can generally be identified by words such as “may,” “will,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate” or “continue” or similar expressions.

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SIGNATURES

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.

​	​ ​ ​	Full House Resorts, Inc.
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Date: October 21, 2026	​	/s/ Lewis A. Fanger
​	​	Lewis A. Fanger, President, Chief Financial Officer & Treasurer

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Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 EX-101.SCH 2.6 KB
• EX-101 EX-101.LAB 15.6 KB
• EX-101 EX-101.PRE 9.8 KB