What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-12 compared with 2025-08-11 · 117 added, 80 removed, 342 unchanged (37% of the section changed)

23 unchanged sentences

We provide our customers with physical and interactive entertainment and gaming experiences, including traditional casino offerings, iGaming, online bingo, sportsbook and free-to-play (“F2P”) games.

As of June 30, 2025, we own and manage 19 casinos in 11 states across the United States (“US”), one golf course in New York, one horse racetrack in Colorado, and Aspers Casino in the United Kingdom (“UK”) (“Bally's Newcastle”).

As of September 30, 2025, we own and manage 19 casinos in 11 states across the United States (“US”), one golf course in New York, one horse racetrack in Colorado, and Aspers Casino in the United Kingdom (“UK”) (“Bally's Newcastle”).

In February 2025, we merged with The Queen Casino & Entertainment Inc.

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On July 1, 2025, the Company’s Board of Directors, authorized the Company to enter into a definitive transaction agreement (the “Transaction Agreement”) with Intralot S.A., a Greek publicly listed company (“Intralot”).

Following the expiration of a 10-day statutory waiting period under Greek law, the Company and Intralot entered into the Transaction Agreement on July 18, 2025, pursuant to which, at the closing (the “Closing”) of the transactions contemplated therein (the “Transactions”), Intralot will directly and/or indirectly acquire all of the issued and outstanding capital stock of Bally’s Holdings Limited, a Jersey limited company and subsidiary of the Company holding the Company’s “International Interactive” business, in exchange for total consideration valued at approximately €2.7 billion, consisting of (i) €1.5 billion in cash, subject to adjustment, and (ii) 873,707,073 newly issued ordinary shares of Intralot (“Intralot Shares”) at an implied value of €1.30 per Intralot Share.

As a result of the Transactions, the Company is expected to become the majority shareholder of Intralot.

A substantial portion of the cash proceeds from the transaction are expected to be used to pay down any drawings under the revolver and other secured debt resulting in enhanced liquidity and significant reduction in Bally’s 2028 secured debt.

Any remaining proceeds will be for general corporate purposes including investments in capital expenditures and ongoing development projects.

The Closing, which is expected to occur in the fourth quarter of 2025, is subject to the satisfaction or waiver of certain mutual closing conditions, including (i) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of clearance under applicable non-U.S.

antitrust law, (ii) the receipt of certain gaming regulatory clearances, (iii) the receipt of Intralot shareholder approval, (iv) the closing of an intended offering by Intralot of newly-issued Intralot Shares for cash, (v) the listing on the Athens Exchange of the Intralot Shares to be received by the Company in the Transactions, and (vi) Intralot’s receipt of debt financing.

In that respect, a subsidiary of Intralot has obtained commitments from Citizens Bank, Deutsche Bank, Goldman Sachs, and Jefferies for debt financing up to €1.6 billion (which is expected to be refinanced through the debt capital markets and is subject to certain conditions).

Following the expiration of a 10-day statutory waiting period under Greek law, the Company and Intralot entered into the Transaction Agreement on July 18, 2025, pursuant to which, at the closing (the “Closing”) of the transactions contemplated therein (the “Intralot Transaction”), Intralot will directly and/or indirectly acquire all of the issued and outstanding capital stock of Bally’s Holdings Limited, a Jersey limited company and subsidiary of the Company holding the Company’s “International Interactive” business (“Bally’s International Interactive”), in exchange for total consideration valued at approximately €2.7 billion, consisting of (i) €1.5 billion in cash, subject to adjustment, and (ii) 873,707,073 newly issued ordinary shares of Intralot (“Intralot Shares”) at an implied value of €1.30 per Intralot Share.

On October 8, 2025, Intralot completed the acquisition of Bally’s International Interactive and combined it with Intralot’s global lottery and gaming operations.

The transaction values Bally’s International Interactive at an enterprise value of €2.7 billion and unlocks significant liquidity for Bally’s while positioning Bally’s International Interactive for continued and accelerated global growth.

Post-close, the Company’s updated equity interest in Intralot when combined with the Company’s prior ownership of 207.5 million shares, is 58%.

The Company will account for the Intralot Transaction as a business combination whereby it acquired a controlling financial interest in Intralot in the fourth quarter of 2025.

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 received in connection with the Transaction Agreement.

The Company agreed to sell total notional amounts of €1.00 billion and buy USD at fixed exchange rates between 1.16489 and 1.1839.

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 (expense) income, net.

The Deal Contingent FX Forwards settled upon completion of the transaction in October 2025.

Operating Structure

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(i) Casinos & Resorts, (ii) International Interactive, and (iii) North America Interactive.

Casinos & Resorts - includes our 19 land-based casino properties, one horse racetrack and one golf course:

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

Property Name Location

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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 Video Lottery Terminals (“VLTs”) which they owned or leased.

Our master contracts with Rhode Island extend 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 Video Lottery Terminals (“VLTs”) which they own or lease.

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.

24 unchanged sentences

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.

Second Quarter 2025 and First Six Months Results

Third Quarter 2025 and First Nine Months Results

The following table presents, for the periods indicated, certain revenue and income items:

Successor Predecessor

(in millions) Three Months Ended June 30, 2025 Period from February 8, 2025 to June 30, 2025 Period from January 1, 2025 to February 7, 2025 Three Months Ended June 30, 2024 Six Months Ended June 30, 2024

(in millions) Three Months Ended September 30, 2025 Period from February 8, 2025 to September 30, 2025 Period from January 1, 2025 to February 7, 2025 Three Months Ended September 30, 2024 Nine Months Ended September 30, 2024

Total revenue $ 663.7 $ 1,689.9 $ 220.5 $ 630.0 $ 1,870.1

(Loss) income from operations (2.4) (4.2) (20.8) 5.6 (68.4)

Income (loss) from operations 1.0 (3.3) (20.8) (157.7) (226.0)

Net loss (106.2) (300.1) (51.0) (247.9) (482.0)

1 unchanged sentence

Successor Predecessor

Three Months Ended June 30, 2025 Period from February 8, 2025 to June 30, 2025 Period from January 1, 2025 to February 7, 2025 Three Months Ended June 30, 2024 Six Months Ended June 30, 2024

Three Months Ended September 30, 2025 Period from February 8, 2025 to September 30, 2025 Period from January 1, 2025 to February 7, 2025 Three Months Ended September 30, 2024 Nine Months Ended September 30, 2024

Total revenue 100.0 % 100.0 % 100.0 % 100.0 % 100.0 %

1 unchanged sentence

General and administrative 44.1 % 44.4 % 51.9 % 43.4 % 41.4 %

Loss on sale-leaseback — % — % — % 23.8 % 8.0 %

Depreciation and amortization 11.8 % 11.7 % 10.1 % 12.3 % 16.9 %

Total operating costs and expenses 99.9 % 100.2 % 109.4 % 125.0 % 112.1 %

(Loss) income from operations (0.4) % (0.4) % (9.4) % 0.9 % (5.5) %

Income (loss) from operations 0.1 % (0.2) % (9.4) % (25.0) % (12.1) %

Other (expense) income:

Interest expense, net (16.0) % (15.1) % (12.3) % (11.7) % (11.8) %

Other non-operating income (expense), net 8.7 % 4.7 % (1.1) % 1.1 % 0.9 %

Other non-operating (expense) income, net (6.4) % 0.3 % (1.1) % (7.9) % (2.1) %

Total other expense, net (22.4) % (14.8) % (13.4) % (19.7) % (13.9) %

8 unchanged sentences

The prior year results presented below were reclassified to conform to the new segment presentation.

The following table sets forth certain financial information associated with results of operations for the Successor three months ended June 30, 2025, the Predecessor period from January 1, 2025 to February 7, 2025 and the three months ended June 30, 2024 (Predecessor):

The following table sets forth certain financial information associated with results of operations:

Successor Predecessor

(in thousands, except percentages) Three Months Ended June 30, 2025 Period from February 8, 2025 to June 30, 2025 Period from January 1, 2025 to February 7, 2025 Three Months Ended June 30, 2024 Six Months Ended June 30, 2024

(in thousands, except percentages) Three Months Ended September 30, 2025 Period from February 8, 2025 to September 30, 2025 Period from January 1, 2025 to February 7, 2025 Three Months Ended September 30, 2024 Nine Months Ended September 30, 2024

Casinos & Resorts $ 301,541 $ 785,933 $ 95,984 $ 256,234 $ 762,197

28 unchanged sentences

General and administrative as a percentage of Total revenue 44 % 44 % 52 % 43 % 41 %

The Successor Three Months Ended June 30, 2025 Compared to the Predecessor Three Months Ended June 30, 2024, and the Predecessor Period from January 1, 2025 to February 7, 2025 and Successor period from February 8, 2025 to June 30, 2025 Compared to the Predecessor Six Months Ended June 30, 2024.

The Successor Three Months Ended September 30, 2025 Compared to the Predecessor Three Months Ended September 30, 2024 , , and the Predecessor Period from January 1, 2025 to February 7, 2025 and Successor period from February 8, 2025 to September 30, 2025 Compared to the Predecessor Nine Months Ended September 30, 2024.

Total Revenue

The following table sets forth certain financial information associated with revenue for the Successor three months ended June 30, 2025, the Successor period from February 8, 2025 to June 30, 2025, the Predecessor period from January 1, 2025 to February 7, 2025 and the three and six months ended June 30, 2024 (Predecessor) (in thousands):

The following table sets forth certain financial information associated with revenue:

Successor Predecessor

Three Months Ended June 30, 2025 Period from February 8, 2025 to June 30, 2025 Period from January 1, 2025 to February 7, 2025 Three Months Ended June 30, 2024 Six Months Ended June 30, 2024

(in thousands) Three Months Ended September 30, 2025 Period from February 8, 2025 to September 30, 2025 Period from January 1, 2025 to February 7, 2025 Three Months Ended September 30, 2024 Nine Months Ended September 30, 2024

Gaming $ 544,507 $ 1,415,917 $ 185,767 $ 523,906 $ 1,564,714

4 unchanged sentences

Total revenue $ 663,716 $ 1,689,944 $ 220,498 $ 629,974 $ 1,870,113

Total revenue for the Successor three months ended June 30, 2025 increased 6% or $35.9 million to $657.5 million from $621.7 million in the three months ended June 30, 2024 (Predecessor).

Total revenue for the Predecessor period from January 1, 2025 to February 7, 2025 and the Successor period from February 8, 2025 to June 30, 2025 increased 1%, or $6.6 million, from $1.24 billion for the six months ended June 30, 2024 (Predecessor).

Revenue for Casinos & Resorts was up approximately 14.7%, or $50.3 million for the Successor three months ended June 30, 2025 compared to the same Predecessor period last year, and up 8.6%, or $59.1 million, for the Predecessor period from January 1, 2025 to February 7, 2025 and the Successor period from February 8, 2025 to June 30, 2025 compared to the six months ended June 30, 2024, mainly due to the contribution of Queen, offset by negative impacts of severe weather conditions across our portfolio in January and February.

The Queen contributed to total revenues in the amounts of $61.3 million for the Successor three months ended June 30, 2025 and $96.0 million for the Successor period from February 8, 2025 to June 30, 2025.

International interactive revenue was down 10.2%, or $23.3 million, for the three months ended June 30, 2025 compared to the same Predecessor period last year and down 14.3% for the Predecessor period from January 1, 2025 to February 7, 2025 and the Successor period from February 8, 2025 to June 30, 2025 compared to the six months ended June 30, 2024, primarily due to the sale of portions of our international interactive business in Asia in the fourth quarter of 2024.

North America Interactive segment revenues increased $10.0 million, or 21.5% for the three months ended June 30, 2025 compared to the same Predecessor period last year and were up 17% or $14.9 million for the Predecessor period from January 1, 2025 to February 7, 2025 and the Successor period from February 8, 2025 to June 30, 2025 compared to the six months ended June 30, 2024, mainly due to the expanding iGaming and BallyBet sports presence in addition to our focus on productive marketing and optimizing our cost structure.

Total revenue for the Successor three months ended September 30, 2025 increased 5% or $33.7 million to $663.7 million from $630.0 million in the three months ended September 30, 2024 (Predecessor).

Total revenue for the Predecessor period from January 1, 2025 to February 7, 2025 and the Successor period from February 8, 2025 to September 30, 2025 increased 2%, or $40.3 million, from $1.87 billion for the nine months ended September 30, 2024 (Predecessor).

Revenue for Casinos & Resorts was up approximately 12.1%, or $42.7 million for the Successor three months ended September 30, 2025 compared to the same Predecessor period last year, and up 9.8%, or $101.8 million, for the Predecessor period from January 1, 2025 to February 7, 2025 and the Successor period from February 8, 2025 to September 30, 2025 compared to the nine months ended September 30, 2024, mainly due to the contribution of Queen, offset by negative impacts of severe weather conditions across our portfolio in January and February and competitive market conditions most notably in Shreveport, Evansville, and Dover.

The Queen contributed to total revenues in the amounts of $58.6 million for the Successor three months ended September 30, 2025 and $154.6 million for the Successor period from February 8, 2025 to September 30, 2025.

International interactive revenue was down 6.9%, or $15.9 million, for the three months ended September 30, 2025 compared to the same Predecessor period last year and down 11.8% for the Predecessor period from January 1, 2025 to February 7, 2025 and the Successor period from February 8, 2025 to September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to the sale of portions of our international interactive business in Asia in the fourth quarter of 2024.

North America Interactive segment revenues increased $5.8 million, or 13.1% for the three months ended September 30, 2025 compared to the same Predecessor period last year and were up 16% or $20.7 million for the Predecessor period from January 1, 2025 to February 7, 2025 and the Successor period from February 8, 2025 to September 30, 2025 compared to the nine months ended September 30, 2024, mainly due to the expanding iGaming and BallyBet sports presence in addition to our focus on productive marketing and optimizing our cost structure.

Gaming and Non-gaming Expenses

Gaming and non-gaming expenses for the Successor three months ended June 30, 2025 increased 1.8%, or $5.2 million, from $284.9 million in the three months ended June 30, 2024 (Predecessor) due to the increase in revenues year over year.

Gaming and non-gaming expenses for the Predecessor period from January 1, 2025 to February 7, 2025 and the Successor period from February 8, 2025 to June 30, 2025 compared to the six months ended June 30, 2024 were relatively flat, decreasing 2.1%, or $11.9 million, compared to the six months ended June 30, 2024.

Gaming and non-gaming expenses for the Successor three months ended September 30, 2025 increased 2.0%, or $5.7 million, from $286.2 million in the three months ended September 30, 2024 (Predecessor) due to the increase in revenues year over year.

Gaming and non-gaming expenses for the Predecessor period from January 1, 2025 to February 7, 2025 and the Successor period from February 8, 2025 to September 30, 2025 compared to the nine months ended September 30, 2024 were relatively flat, decreasing 0.7%, or $6.3 million, compared to the nine months ended September 30, 2024.

General and Administrative

General and Administrative expense for the Successor three months ended June 30, 2025 increased 18.1% or $45.8 million, from $252.4 million in the three months ended June 30, 2024 (Predecessor).

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 June 30, 2025 compared to the Predecessor six months ended June 30, 2024, increased 14.4% or $72.1 million, from $500.9 million.

These increases in the respective quarter to date and year to date comparable periods were mainly attributable to additional costs for the Queen properties or $49.5 million and $76.7 million, respectively and costs incurred in connection with the Merger Agreement, $4.5 million and $30.1 million, respectively.

General and Administrative expense for the Successor three months ended September 30, 2025 increased 6.9% or $18.9 million, from $273.6 million in the three months ended September 30, 2024 (Predecessor).

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 September 30, 2025 compared to the Predecessor nine months ended September 30, 2024, increased 11.7% or $91.0 million, from $774.4 million.

These increases in the respective quarter to date and year to date comparable periods were mainly attributable to additional costs for the Queen properties of $24.1 million and $100.8 million, respectively and costs incurred in connection with the Merger Agreement, $1.2 million and $32.9 million, respectively.

Depreciation and Amortization

Depreciation and Amortization expense for the Successor three months ended June 30, 2025 compared to the Successor three months ended June 30, 2024 decreased $7.1 million, or 8.9%.

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 June 30, 2025 decreased $97.0 million or 40.7% from $238.5 million for the Predecessor six months ended June 30, 2024.

Quarter and year to date changes year over year are primarily due to the closure of our Tropicana Las Vegas property in the first quarter of 2024.

Depreciation and Amortization expense for the Successor three months ended September 30, 2025 compared to the Successor three months ended September 30, 2024 increased $0.6 million, or 0.7%.

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 September 30, 2025 decreased $96.4 million or 30.5% from $316.3 million for the Predecessor nine months ended September 30, 2024.

Year to date changes year over year are primarily due to the closure of our Tropicana Las Vegas property in the first quarter of 2024.

The Company recorded $80.1 million of accelerated depreciation related to the closure in the first quarter of 2024.

Income (Loss) From Operations

The decrease in income (loss) from operations for the Successor three months ended June 30, 2025 and the Predecessor period from January 1, 2025 to February 7, 2025 of $8.0 million compared to the three months ended June 30, 2024 (Predecessor).

Income from operations for the Successor three months ended September 30, 2025 was $1.0 million compared to a loss from operations of $157.7 million in the Predecessor prior year period.

The change year-over-year was driven by the loss on sale-leaseback of $150.0 million recorded in the Predecessor second quarter of 2024 related to the lease modification event involving the real estate underlying the Bally’s Chicago project.

The loss from operations for the Predecessor period from January 1, 2025 to February 7, 2025 of $20.8 million and the Successor period from February 8, 2025 to September 30, 2025 of $3.3 million compared to the Predecessor nine months ended September 30, 2024 of $226.0 million decreased $202.0 million.

This decrease is due to the loss on sale-leaseback of $150.0 million coupled with the accelerated depreciation related to Tropicana Las Vegas, as noted above recorded in 2024.

Other Income (Expense)

The $26.7 million decrease in other expense for the Successor three months ended June 30, 2025 compared to the three months ended June 30, 2024 (Predecessor) was primarily attributable to an increase in interest expense due to higher borrowings and interest rates of our borrowings year-over-year, offset by a $60.7 million gain related to the fair value of our investment in Intralot.

The increase in other expense for the Predecessor period from January 1, 2025 to February 7, 2025 and the Successor period from February 8, 2025 to June 30, 2025 compared to the Predecessor six months ended June 30, 2024 resulted from increased interest expense, as previously noted, and a $17.4 million loss on extinguishment of debt, offset by a $66.3 million gain related to the fair value of our investment in Intralot.

The $24.7 million increase in other expense for the Successor three months ended September 30, 2025 compared to the three months ended September 30, 2024 (Predecessor) was primarily attributable to increased interest expense due to higher borrowings and interest rates of our borrowings year-over-year, offset by reduced foreign exchange losses and $16.9 million of performance warrant fair value adjustments recorded in the Predecessor third quarter of 2024 that are not applicable in the Successor third quarter of 2025.

The increase in other expense for the Predecessor period from January 1, 2025 to February 7, 2025 and the Successor period from February 8, 2025 to September 30, 2025 compared to the Predecessor nine months ended September 30, 2024 resulted from increased interest expense, as previously noted, and a $17.4 million loss on extinguishment of debt, offset by a $55.6 million gain related to the fair value of our investment in Intralot.

Provision (Benefit) for Income Taxes

During the period from February 8, 2025 to June 30, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the six months ended June 30, 2024 (Predecessor), the Company recorded a provision for income tax of $88.3 million, $0.7 million, and $29.9 million, respectively.

The effective tax rate for period from February 8, 2025 to June 30, 2025 (Successor), period from January 1, 2025 to February 7, 2025 (Predecessor), and the six months ended June 30, 2024 (Predecessor) was (83.69)%, (1.32)% and (14.63)%, respectively.

As of June 30, 2025 (Successor), the Company projects an annual tax provision relative to its pre-tax loss in the US due to the valuation allowance on interest, and a tax provision internationally relative to its pre-tax income, which results in a combined -99.0% annual effective tax rate, as the combined pre-tax income by jurisdiction is minimized.

During the three months ended September 30, 2025 (Successor) and the three and nine months ended September 30, 2024 (Predecessor), the Company recorded a benefit for income tax of $41.3 million, $33.6 million and $3.7 million, respectively.

For the period from February 8, 2025 to September 30, 2025 (Successor) and the period from January 1, 2025 to February 7, 2025 (Predecessor), the Company recorded a provision of $47.0 million and $0.7 million, respectively.

The effective tax rate for three months ended September 30, 2025 (Successor) and September 30, 2024 (Predecessor) was 28.0% and 11.9%, respectively.

The effective tax rate for the period from February 8, 2025 to September 30, 2025 (Successor), period from January 1, 2025 to February 7, 2025 (Predecessor), and the nine months ended September 30, 2024 (Predecessor) was (18.6)%, (1.3)%, and 0.8%, respectively.

As of September 30, 2025 (Successor), the Company projects an annual tax provision relative to its pre-tax loss in the US due to the valuation allowance on interest, the $10.5 million discrete benefit of the One Big Beautiful Bill in the third quarter of 2025, and a tax provision internationally relative to its pre-tax income, which results in a combined (19)% annual effective tax rate, as the combined pre-tax income by jurisdiction is minimized.

Net Income (Loss) and Earnings (Loss) Per Share

Net loss for the Successor three months ended June 30, 2025 was $228.4 million compared to $60.2 million net loss for the Predecessor three months ended June 30, 2024.

Net loss for the Predecessor period from January 1, 2025 to February 7, 2025 and the Successor period from February 8, 2025 to June 30, 2025 was $244.9 million compared to $234.1 million in the Predecessor six months ended June 30, 2024.

Net loss for the Successor three months ended September 30, 2025 was $106.2 million compared to $247.9 million net loss for the Predecessor three months ended September 30, 2024.

Net loss for the Predecessor period from January 1, 2025 to February 7, 2025 and the Successor period from February 8, 2025 to September 30, 2025 was $351.1 million compared to $482.0 million in the Predecessor nine months ended September 30, 2024.

These changes were all primarily attributable to the factors noted above.

Adjusted EBITDA and Adjusted EBITDAR by Segment

Adjusted EBITDA was $129.2 million for the Successor three months ended June 30, 2025 compared to $130.1 million for the three months ended June 30, 2024 (Predecessor).

Adjusted EBITDA was $24.4 million for the Predecessor period from January 1, 2025 to February 7, 2025 and $212.5 million for the Successor period from February 8, 2025 to June 30, 2025 compared to $130.1 million for the six months ended June 30, 2024 (Predecessor).

Adjusted EBITDAR for the Casinos & Resorts segment was $106.0 million for the Successor three months ended June 30, 2025 compared to $99.8 million in the three months ended June 30, 2024 (Predecessor).

Adjusted EBITDAR was $23.6 million for the Predecessor period from January 1, 2025 to February 7, 2025 and $177.5 million for the Successor period from February 8, 2025 to June 30, 2025 compared to $189.2 million in the six months ended June 30, 2024 (Predecessor).

For the second quarter of 2025 Casino & Resorts improved compared to the same period last year with inclusion of our new Queen properties being partially offset by competitive market conditions most notably in Shreveport, Evansville, and Dover.

Adjusted EBITDA was $130.6 million for the Successor three months ended September 30, 2025 compared to $137.7 million for the three months ended September 30, 2024 (Predecessor).

Adjusted EBITDA was $24.4 million for the Predecessor period from January 1, 2025 to February 7, 2025 and $343.1 million for the Successor period from February 8, 2025 to September 30, 2025 compared to $384.3 million for the nine months ended September 30, 2024 (Predecessor).

Adjusted EBITDAR for the Casinos & Resorts segment was $107.9 million for the Successor three months ended September 30, 2025 compared to $100.4 million in the three months ended September 30, 2024 (Predecessor).

Adjusted EBITDAR was $23.6 million for the Predecessor period from January 1, 2025 to February 7, 2025 and $285.4 million for the Successor period from February 8, 2025 to September 30, 2025 compared to $289.7 million in the nine months ended September 30, 2024 (Predecessor).

For the third quarter of 2025 Casino & Resorts improved compared to the same period last year with inclusion of our new Queen properties being partially offset by competitive market conditions most notably in Shreveport, Evansville, and Dover.

Overall the competitive headwind is partially mitigated by our continued focus on operational efficiencies.

Adjusted EBITDAR for the International Interactive segment was $82.2 million for the Successor three months ended June 30, 2025 compared to $81.3 million for the three months ended June 30, 2024 (Predecessor) and was $28.9 million for the Predecessor period from January 1, 2025 to February 7, 2025 and $130.4 million for the Successor period from February 8, 2025 to June 30, 2025 compared to $164.8 million for the six months ended June 30, 2024 (Predecessor).

Improvement in the second quarter 2025 compared to same period last year reflects the new Asia royalty business.

Overall, revenue improved with lower expenses that are the result of our continued focus on costs and efficiencies with an improving FX landscape for our European markets.

Adjusted EBITDAR for the North America Interactive segment was $2.5 million for the Successor three months ended June 30, 2025 compared to Adjusted EBITDAR loss of $2.2 million in the three months ended June 30, 2024 (Predecessor).

Adjusted EBITDAR loss of $5.7 million for the Predecessor period from January 1, 2025 to February 7, 2025 and Adjusted EBITDAR of $0.1 million for the Successor period from February 8, 2025 to June 30, 2025 compared to Adjusted EBITDAR loss of $11.3 million for the six months ended June 30, 2024 (Predecessor).

Second quarter 2025 results compared to 2024 improved for the segment with the inclusion of the Queen’s sports business coupled with strong top-line growth in our iGaming and on-line sports betting business.

Adjusted EBITDAR for the International Interactive segment was $91.9 million for the Successor three months ended September 30, 2025 compared to $90.0 million for the three months ended September 30, 2024 (Predecessor) and was $28.9 million for the Predecessor period from January 1, 2025 to February 7, 2025 and $222.3 million for the Successor period from February 8, 2025 to September 30, 2025 compared to $254.9 million for the nine months ended September 30, 2024 (Predecessor).

Improvement in the third quarter 2025 compared to same period last year reflects improved revenue with lower expenses that are the result of our continued focus on costs and efficiencies with an improving FX landscape for our European markets, partially offset by the disposition of the Asia interactive business in the fourth quarter of 2024.

Adjusted EBITDAR for the North America Interactive segment was a loss of $6.0 million for the Successor three months ended September 30, 2025 compared to Adjusted EBITDAR loss of $6.0 million in the three months ended September 30, 2024 (Predecessor).

Adjusted EBITDAR loss of $5.7 million for the Predecessor period from January 1, 2025 to February 7, 2025 and Adjusted EBITDAR of $5.9 million for the Successor period from February 8, 2025 to September 30, 2025 compared to Adjusted EBITDAR loss of $17.3 million for the nine months ended September 30, 2024 (Predecessor).

Third quarter 2025 results compared to 2024 improved for the segment with the inclusion of the Queen’s sports business coupled with strong top-line growth in our iGaming and on-line sports betting business, offset by higher marketing investment and an increase in certain other expenses.

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 consolidated Adjusted EBITDA.

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Successor Predecessor

(in thousands) Three Months Ended June 30, 2025 Period from February 8, 2025 to June 30, 2025 Period from January 1, 2025 to February 7, 2025 Three Months Ended June 30, 2024 Six Months Ended June 30, 2024

Adjusted EBITDAR

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Successor Predecessor

(in thousands) Period from February 8, 2025 to June 30, 2025 Period from January 1, 2025 to February 7, 2025 Six Months Ended June 30, 2024

(in thousands) Period from February 8, 2025 to September 30, 2025 Period from January 1, 2025 to February 7, 2025 Nine Months Ended September 30, 2024

Net cash provided by (used in) operating activities $ (29,810) $ (80,186) $ 76,177

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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 June 30, 2025 was $21.4 million compared to $39.7 million net cash used in operating activities for the six months ended June 30, 2024 (Predecessor).

Both the Successor and Predecessor periods were impacted by net income (loss) positions, depreciation and amortization and changes in working capital.

The Successor period also incurred additional debt related costs, $17.4 million loss on extinguishment of debt and $35.5 million of amortization of debt discount and debt issuance costs, in connection with the Merger.

Net cash used in operating activities for the three months ended June 30, 2024 (Predecessor) was $39.7 million and was driven by a $234.1 million net loss in the quarter coupled with $80.1 million of accelerated depreciation related to our Tropicana Las Vegas assets.

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 September 30, 2025 was $110.0 million compared to $76.2 million net cash provided by operating activities for the nine months ended September 30, 2024 (Predecessor).

The increase in cash used was primarily driven by a reduction in net loss in the Successor period from February 8, 2025 to September 30, 2025 and the predecessor period from January 1, 2025 to February 7, 2025 of $300.1 million and $51.0 million, respectively, compared to a net loss of $482.0 million for the nine months ended September 30, 2024 (Predecessor).

This reduction in net loss year-over-year was offset by lower non-cash charges as compared to the nine months ended September 30, 2024 (Predecessor), which included a loss on sale-leaseback of $150.0 million and $80.1 million of accelerated depreciation related to our Tropicana Las Vegas assets.

Investing Activities

Net cash used in investing activities for the Successor period from February 8, 2025 to June 30, 2025 of $163.6 million and the Predecessor period from January 1, 2025 to February 7, 2025 of $17.7 million, compared to $87.6 million of cash used in investing for the six months ended June 30, 2025 (Predecessor) was driven by an $83.7 million loan issuance in connection with our investment in the Star, coupled with an increase in capital expenditures, offset by cash paid for acquisitions, net of cash acquired.

Net cash used in investing activities for the Successor period from February 8, 2025 to September 30, 2025 of $235.7 million and the Predecessor period from January 1, 2025 to February 7, 2025 of $17.7 million, compared to $191.1 million of cash used in investing for the nine months ended September 30, 2024 (Predecessor) was driven by an $83.7 million paid for our investment in the Star, coupled with cash paid for shares in Intralot of $13.8 million, offset by cash paid for acquisitions, net of cash acquired, and decreases in capital expenditures and cash paid for capitalized software.

Financing Activities

Net cash provided by financing activities for the Successor period February 8, 2025 to June 30, 2025 and the Predecessor period from January 1, 2025 to February 7, 2025 increased 264.0% or $157.9 million, from $59.8 million in the six months ended June 30, 2024 (Predecessor).

This increase was mainly attributable to higher net issuance of long-term debt in the Successor period February 8, 2025 to June 30, 2025 and Predecessor period from January 1, 2025 to February 7, 2025 offset by cash paid for the Merger.

Net cash provided by financing activities for the Successor period February 8, 2025 to September 30, 2025 and the Predecessor period from January 1, 2025 to February 7, 2025 increased $323.2 million, from $75.7 million in the nine months ended September 30, 2024 (Predecessor).

This increase was mainly attributable to higher net issuance of long-term debt and cash raised from the Bally’s Chicago Inc.

issuance in the Successor period February 8, 2025 to September 30, 2025 and Predecessor period from January 1, 2025 to February 7, 2025, offset by lower net borrowings from deferred payable arrangements and payment of financing fees.

Capital Return Program

As of June 30, 2025, there was $95.5 million available for use under the capital return program, subject to limitations in our regulatory and debt agreements.

As of September 30, 2025, 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.

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There is no fixed time period to complete share repurchases.

We did not pay cash dividends during the Successor three months ended June 30, 2025, the Predecessor period from January 1, 2025 to February 7, 2025 nor the three months ended June 30, 2024 (Predecessor), nor do we currently intend to pay any dividends on our common stock in the foreseeable future.

We did not pay cash dividends during the Successor three months ended September 30, 2025, the Predecessor period from January 1, 2025 to February 7, 2025 nor the three months ended September 30, 2024 (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.

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The agreement also includes covenants limiting additional indebtedness, dividend payments, asset sales, investments, and liens, subject to certain exceptions and qualifications.

In October 2025, the Company paid down the $500 million outstanding on its 2028 Notes as further described below.

Credit Facility

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These financial covenants include a provision where, in the event borrowings under the Revolving Credit Facility exceed 30% of the total revolving commitment, the Company is required to maintain a first lien secured indebtedness to Adjusted EBITDA ratio of 5.00 to 1.00.

As of June 30, 2025, the Company was in compliance with all applicable covenants.

As of September 30, 2025, the Company was in compliance with all applicable covenants.

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 is subject to regulatory approval, 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%.

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 agreement.

Additionally, the Company repaid all outstanding amounts under the Revolving Credit Facility.

The Company is currently evaluating the effect of these debt payments and the associated unamortized original issue discounts, deferred financing fees, and fair value adjustments on the 2028 Notes and Term Loan Facility to its consolidated financial statements in the fourth quarter of 2025.

During 2023, the Company entered into certain currency swaps to 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.

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The Company is committed under various operating lease agreements for real estate and property used in operations.

Minimum rent payable under operating leases was $5.23 billion as of June 30, 2025, of which $121.5 million is due within the current year.

Minimum rent payable under operating leases was $3.37 billion as of September 30, 2025, of which $57.5 million is due within the current year.

Refer to Note 15 “Leases” in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information.

As of June 30, 2025 (Successor), the Company leases certain properties from GLPI under two separate master lease agreements, the “Master Lease,” and the “Master Lease No.

As of September 30, 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.

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The Queen Master Lease has an initial term of 15 years and include 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.

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.

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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 granted to the Company.

The amended and restated ground lease will be accounted for as a lease modification event in the third quarter of 2025.

The Company expects to begin drawing on the advance under the Chicago Development Agreement and thus incurring increased rent in the third quarter of 2025.

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 $134.8 million of construction in process to Accounts Receivable related to assets for which title has transferred to GLP and the Company expects to receive funding.

In addition, 158.5 million of previously capitalized costs related to building construction which will not be funded by GLP were reclassified to prepaid rent and will be recorded as an adjustment to the right of use asset upon commencement of the building lease.

During the fourth quarter of 2025, the Company received the first reimbursement from GLP of $125.4 million.

The Star Entertainment Group Investment

On April 7, 2025, 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, 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, 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, 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.

Following shareholder approval obtained on June 25, 2025, the Company funded an additional principal amount of A$66.7 million in subordinated debt on June 27, 2025 (together with the A$44.4 million, the “Subordinated Notes”).

As of September 30, 2025, the outstanding principal balance on the Subordinated Notes and Convertible Notes were A$111.1 million and A$22.2 million, respectively.

The remainder of the Company’s A$66.7 million commitment (the “Forward Obligation”) was funded on October 9, 2025 in the form of subordinated debt.

Upon regulatory approval of the Investment, the Subordinated Notes will settle into the Convertible Notes on a cashless basis.

Both the Convertible Notes and Subordinated Notes mature on July 2, 2029, and bear interest at an annual rate of 9%, paid in-kind and compounded quarterly.

The Star may elect to settle accrued interest in cash or by issuing its ordinary shares.

The Company can convert the principal amount of the Convertible Notes into ordinary shares of The Star at any time once regulatory approval has been received at a conversion price of A$0.08 per share.

The Company accounts for the instruments funded to date, along with the embedded derivatives associated with their conversion and redemption features, by utilizing the fair value option under ASC 825, Financial Instruments , as the Company believes this best depicts the economics of the investment.

Capital Expenditures

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Capitalized software expenditures relate to the creation, production and preparation of software for use in our online gaming operations.

Capital expenditures for the Predecessor period from January 1, 2025 to February 7, 2025 and the Successor period from February 8, 2025 to June 30, 2025 were $95.8 million compared to $63.8 million for the Predecessor six months ended June 30, 2025.

For the Successor period from February 8, 2025 to June 30, 2025 and the Predecessor Period from January 1, 2025 to February 7, 2025, 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.

Capital expenditures for the Predecessor period from January 1, 2025 to February 7, 2025 and the Successor period from February 8, 2025 to September 30, 2025 were $146.6 million compared to $155.8 million for the Predecessor nine months ended September 30, 2025.

For the Successor period from February 8, 2025 to September 30, 2025 and the Predecessor Period from January 1, 2025 to February 7, 2025, 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.

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.

As a major component of this, we have constructed and opened a 14,000 square foot Korean-style spa, and a 40,000 square foot casino expansion, both of which opened in the first half of 2023.

Approximately $42.0 million of the committed investment remains as of June 30, 2025.

Approximately $42.0 million of the committed investment remains as of September 30, 2025.

Bally’s Chicago - On June 9, 2022, a wholly-owned indirect subsidiary of the Company, Bally’s Chicago Operating Company, LLC (the “Developer”), signed a host community agreement with the City of Chicago to develop a destination casino resort, to be named Bally’s Chicago, in downtown Chicago, Illinois that will include approximately 3,400 slot machines, 170 table games, 10 food and beverage venues, 500 hotel rooms, a 65,000 square foot entertainment and event center, 20,000 square feet of exhibition space, 3,300 parking spaces and an outdoor green space.

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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 June 30, 2025, obligations related to these agreements were $114.3 million, with contracts extending through 2036.

As of September 30, 2025, obligations related to these agreements were $116.2 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 June 30, 2025, the cumulative minimum obligation committed in these agreements is approximately $37.6 million, extending through 2029.

As of June 30, 2025, the net aggregate available amount of capacity under the Shared Cap (as defined in the Note Purchase Agreement) was approximately $43 million, including the impact of $83 million used to fund the investment in The Star Entertainment Group Limited.

We reached a definitive agreement with GLPI on finalizing the Chicago Development Agreement in July 2025 and have invoiced GLPI for reimbursement for $53M funds advanced by Bally’s for hard costs for the Chicago development project that Bally’s expects to be repaid this amount in the third quarter of 2025 to increase the Shared Cap available.

The Development Agreement contemplates that construction funding for the Chicago development project will be primarily funded by GLPI until the full $940 million commitment amount is utilized.

As of September 30, 2025, the cumulative minimum obligation committed in these agreements is approximately $33.3 million, extending through 2029.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis