Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Management’s Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer (principal executive officer) and chief financial officer
(principal financial officer), conducted an evaluation of the effectiveness of our disclosure controls and procedures as of
December 31, 2025 , as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). Based on this evaluation, our chief executive officer and chief financial officer have concluded
that during the period covered by this report, the Company’s disclosure controls and procedures were not effective due to a
material weakness in the Company’s internal control over financial reporting described below.
Notwithstanding the ineffective disclosure controls and procedures as a result of the identified material weakness, our chief
executive officer and chief financial officer have concluded that the consolidated financial statements in this Annual Report on
Form 10-K present fairly, in all material respects, the Company’s financial position, results of operations and cash flows in
accordance with generally accepted accounting principles in the United States of America (U.S. GAAP).
Deloitte & Touche LLP, the Company’s independent registered public accounting firm that audited the Consolidated Financial
Statements for the period from February 8, 2025 to December 31, 2025 (Successor) and period from January 1, 2025 to
February 7, 2025 (Predecessor), issued an attestation report on the Company’s internal control over financial reporting which
immediately follows this report.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal
control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or
under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s
Board, management and other personnel to provide reasonable assurance regarding the reliability of financial statements for
external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
• pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and
dispositions of the assets of the Company;
• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements
in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are
being made only in accordance with authorizations of management and directors of the Company; and
• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition
of the Company’s assets that could have a material effect on the financial statements.
133
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate
because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Management
assessed the effectiveness of its Company’s internal control over financial reporting as of December 31, 2025 (Successor). In
making this assessment, management used the criteria established in the Internal Control-Integrated Framework (2013) issued
by the Committee of Sponsoring Organizations of the Treadway Commission (“the COSO framework”). Based on evaluation
under the criteria established in the COSO framework, management determined, based upon the existence of the material
weakness described below, we did not maintain effective internal control over financial reporting as of December 31, 2025
(Successor).
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that a
reasonable possibility exists that a material misstatement of our annual or interim financial statements would not be prevented
or detected on a timely basis.
Material Weakness Identified
Management has identified a material weakness, in the aggregate, related to the ineffective operation of management review
controls over accounting for income taxes and related disclosures.
Management has developed a remediation plan that includes reinforcing procedures for the timely preparation and review of tax
provisions and evaluating the structure of its tax department to enable more timely preparation of the tax provision and provide
adequate time to review the tax accounts and related disclosures.
Remediation of Previously Identified Material Weaknesses
As disclosed in Part II, Item 9A., “Controls and Procedures,” in our Annual Report on Form 10-K for the year ended December
31, 2024 (Predecessor), we identified control deficiencies during 2024 (Predecessor) that constituted a material weakness
relating to the lack of segregation of duties over the preparation, review, and recording of journal entries within our Bally’s
Intralot B2C reportable segment. We reinforced remediation efforts throughout 2024 (Predecessor) and monitored operating
effectiveness on a quarterly basis. As of December 31, 2025 (Successor), Management concluded this material weakness was
remediated. Specifically, the following plans were implemented and determined to be operating effectively:
• Educated control owners within the Bally’s Intralot B2C reportable segment of the appropriate design elements of
journal entry controls and enforcing policies requiring independent preparers and reviewers.
• Implemented a new enterprise resource planning (“ERP”) system, which enhanced the flow of financial information,
improved data management and control and enabled us to remediate segregation of duties over journal entries by
systematically requiring an independent preparer and reviewer of each journal entry.
• Enhanced monitoring controls designed to detect and remediate inappropriate segregation of duties over journal entry
review and approval.
Changes in Internal Control over Financial Reporting
During the period from February 8, 2025 to December 31, 2025 (Successor) and period from January 1, 2025 to February 7,
2025 (Predecessor), the Company completed its acquisitions of Queen Casino & Entertainment, Inc. and Intralot, collectively
(the “Acquired Companies”). Since the Company has not yet fully incorporated the internal controls and procedures of the
Acquired Companies into the Company’s internal control over financial reporting, management excluded the Acquired
Companies from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December
31, 2025 (Successor). These acquisitions on a combined basis constituted approximately $1.2 billion or 10.4% of the
Company’s total consolidated assets that were excluded from the scope of Management’s assessment, and approximately
$314.2 million or 12.6% of the Company’s consolidated revenues as of and for the period from February 8, 2025 to December
31, 2025 (Successor).
Other than the material weakness noted above, the remediation of the previously disclosed material weakness, and addition of
the Acquired Companies, there has been no change in our internal control over financial reporting that occurred during the
quarter ended December 31, 2025 (Predecessor) covered by this Annual Report on Form 10-K that has materially affected, or is
reasonably likely to materially affect, our internal control over financial reporting.
134
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Bally’s Corporation
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Bally's Corporation and subsidiaries (the “Company”) as of
December 31, 2025 (successor), based on criteria established in Internal Control — Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, because of the effect of the
material weakness identified below on the achievement of the objectives of the control criteria, the Company has not
maintained effective internal control over financial reporting as of December 31, 2025 (successor), based on criteria established
in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated financial statements as of December 31, 2025 (successor), and for the periods from February 8,
2025 to December 31, 2025 (successor) and from January 1, 2025 to February 7, 2025 (predecessor), of the Company and our
report dated March 23, 2026 , expressed an unqualified opinion on those financial statements.
As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment
the internal control over financial reporting at Queen Casino & Entertainment, Inc., (“Queen”) and Intralot S.A., and whose
financial statements constitute approximately $1.2 billion or 10.4% of the Company’s total consolidated assets as of December
31, 2025 (successor), and approximately $314.2 million or 12.6% of the Company’s consolidated revenues for the period from
February 8, 2025 to December 31, 2025 (successor). Accordingly, our audit did not include the internal control over financial
reporting at Queen and Intralot S.A.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report
on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over
financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk
that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
135
Material Weakness
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that
there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be
prevented or detected on a timely basis. The following material weakness has been identified and included in management's
assessment: Management has identified a material weakness, in the aggregate, related to the ineffective operation of
management review controls over accounting for income taxes and related disclosures. This material weakness was considered
in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of
December 31, 2025 (successor), and for the periods from February 8, 2025 to December 31, 2025 (successor) and from January
1, 2025 to February 7, 2025 (predecessor), of the Company, and this report does not affect our report on such financial
statements.
/s/ Deloitte & Touche LLP
New York, New York
March 23, 2026
136
ITEM 9B. OTHER INFORMATION
During the quarter ended December 31, 2025 , none of our officers or directors adopted , modified or terminated any contract,
instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense
conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
137
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item will be contained in our Definitive Proxy Statement on Schedule 14A for our Annual
Meeting of Stockholders to be held on or about May 19, 2026 (the “ 2026 Proxy Statement”) and is incorporated herein by
reference.
Insider Trading Policy
The Company has adopted insider trading policies and procedures governing the purchase, sale, and/or other disposition of its
securities by the Company, its directors, officers, employees and certain other individuals that the Company believes are
reasonably designed to promote compliance with insider trading laws, rules, and regulations, and applicable New York Stock
Exchange listing standards. The Company’s Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item will be contained in the 2026 Proxy Statement and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by this item will be contained in the 2026 Proxy Statement and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item will be contained in the 2026 Proxy Statement and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item will be contained in the 2026 Proxy Statement and is incorporated herein by reference.
138
PART IV
ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
a. Documents filed as a part of this Annual Report on Form 10-K.
1. Financial Statements. The Financial Statements filed as part of this Annual Report on Form 10-K are listed in the
Index to Financial Statements in “Item 8. Financial Statements and Supplementary Data.”
2. Financial Statement Schedules . All schedules have been omitted because they are either not required or the
information required is included in our consolidated financial statements or the notes thereto included in Item 8
hereof.
3. Exhibits.
Exhibit
Number
Description of Exhibit
2.1#
Agreement and Plan of Merger, dated as of July 25, 2024, by and among Parent, Queen, Merger Sub I, Merger
Sub II, the Company and, solely for purposes of specified provisions of the Merger Agreement, SG Gaming
(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-38850)
filed July 25, 2024)
2.2#
Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 27, 2024, by and among the
Company, Parent, Queen, Merger Sub I, Merger Sub II, and, solely for purposes of specified provisions of the
Merger Agreement, SG Gaming. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on
Form 8-K (File No. 001-38850) filed August 28, 2024)
2.3#
Amendment No. 2 to the Agreement and Plan of Merger, dated as of September 30, 2024, by and among Parent,
Queen, Merger Sub I, Merger Sub II, the Company and, solely for purposes of specified provisions of the Merger
Agreement, SG Gaming (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K
(File No. 001-38850) filed October 1, 2024))
2.4
Transaction Agreement, dated as of July 18, 2025, by and among Bally’s Corporation and Intralot S.A. –
Integrated Lottery Systems and Services (incorporated by reference to the Company’s Form 10-Q (File No.
001-38850) filed on November 12, 2025)
3.1
Sixth Amended and Restated Certificate of Incorporation of Bally’s Corporation (incorporated by reference to
Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-38850) filed on February 13, 2025)
3.2
Second Amended and Restated Bylaws of Bally’s Corporation (incorporated by reference to Exhibit 3.2 to the
Company’s Current Report on Form 8-K (File No. 001-38850) filed February 13, 2025)
4.1
Form of Certificate of Common Stock of Twin River Worldwide Holdings, Inc. (incorporated by reference to
Exhibit 4.1 to the Company’s Registration Statement on Form S-4/A (File No. 333-228973) filed on January 25,
2019)
4.2
Indenture, dated as of August 20, 2021, among Premier Entertainment Sub, LLC, Premier Entertainment Finance
Corp. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s
Current Report on Form 8-K (File No. 001-38850) filed on August 20, 2021)
4.3
First Supplemental Indenture, dated as of October 1, 2021, among Premier Entertainment Sub, LLC, Premier
Entertainment Finance Corp., the guarantors party thereto and U.S. Bank National Association, as trustee
(incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-38850)
filed on October 7, 2021)
4.4
Second Supplemental Indenture, dated as of April 13, 2022, among the guarantors party thereto and U.S. Bank
Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.4 to the Company’s
Annual Report on Form 10-K (File No. 001-38850) filed on March 1, 2023)
4.5
Third Supplemental Indenture, dated as of December 30, 2022, among the guarantors party thereto and U.S.
Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.5 to the
Company’s Annual Report on Form 10-K (File No. 001-38850) filed on March 1, 2023)
139
Exhibit
Number
Description of Exhibit
4.6*
Description of Registrant’s Securities
4.7
Form of Warrant (incorporated by reference to Exhibit 4.6 to the Company’s Annual Report on Form 10-K (File
No. 001-38850) filed on March 10, 2021)
4.8
Form of Option Agreement (incorporated by reference to Exhibit 4.7 to the Company’s Annual Report on Form
10-K (File No. 001-38850) filed on March 10, 2021)
10.1
License Agreement, dated May 15, 2003, by and between Hard Rock Hotel Licensing, Inc., Premier
Entertainment Biloxi LLC, and Premier Entertainment, LLC (incorporated by reference to Exhibit 10.1 to the
Company’s Registration Statement on Form S-4/A (File No. 333-228973) filed on January 25, 2019)
10.2
First Letter Agreement, dated April 4, 2006, by and between Hard Rock Hotel Licensing, Inc., Premier
Entertainment Biloxi LLC, and Premier Entertainment, LLC (incorporated by reference to Exhibit 10.2 to the
Company’s Registration Statement on Form S-4/A (File No. 333-228973) filed on January 25, 2019)
10.3
First Amendment to Hard Rock License Agreement, dated May 10, 2007, by and between Hard Rock Hotel
Licensing, Inc., Premier Entertainment Biloxi LLC, and Premier Entertainment Biloxi LLC (incorporated by
reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-4/A (File No. 333-228973) filed
on January 25, 2019)
10.4
Second Amendment to Hard Rock License Agreement, dated July 10, 2014, by and between Hard Rock Hotel
Licensing, Inc., Premier Entertainment Biloxi LLC, and Premier Entertainment Biloxi LLC, and Twin River
Management Group, Inc. (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on
Form S-4/A (File No. 333-228973) filed on January 25, 2019)
10.5**
Bally’s Corporation 2021 Equity Incentive Plan (incorporated by reference to Annex B to the Registrant’s
Definitive Proxy Statement on Schedule 14A (File No. 001-38850) filed April 8, 2021)
10.6**
Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.28 to the Company’s
Registration Statement on Form S-4/A (File No. 333-228973) filed on January 25, 2019)
10.7**
Form of Restricted Stock Unit Award Agreement (Performance-Based) (incorporated by reference to Exhibit
10.29 to the Company’s Registration Statement on Form S-4/A (File No. 333-228973) filed on January 25, 2019)
10.8**
Form Restricted Stock Unit Award Agreement (Performance-Based) (incorporated by reference to Exhibit 10.39
to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 001-38850)
filed on March 13, 2020)
10.9**
Form Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.40 to the Registrant’s
Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 001-38850) filed on March 13,
2020)
10.10**
Employment Agreement, effective as of March 29, 2016, by and between Twin River Management Group, Inc.
and George Papanier (incorporated by reference to Exhibit 10.31 to the Company’s Registration Statement on
Form S-4/A (File No. 333-228973) filed on January 25, 2019)
10.11**
Amendment No 1. to Employment Agreement, dated as of January 13, 2020, by and among Twin River
Worldwide Holdings, Inc. and George Papanier (incorporated by reference to Exhibit 10.1 to the Company’s
Form 8-K (File No. 001-38850) filed on January 16, 2020)
10.12**
Amendment No. 2 Employment Agreement, January 20, 2021, by and between Bally’s Corporation and George
Papanier (incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the
year ended December 31, 2020 (File No. 001-38850) filed on March 10, 2021)
10.13**
Amendment No. 3 to Employment Agreement, dated February 13, 2023, by and between Bally’s Corporation
and George Papanier (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K (File No.
001-38850) filed on February 13, 2023)
140
Exhibit
Number
Description of Exhibit
10.14**
Employment Agreement, effective July 10, 2013, by and between Twin River Management Group, Inc. and
Craig L. Eaton (incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K for
the year ended December 31, 2019 (File No. 001-38850) filed on March 13, 2020)
10.15**
Employment Agreement, dated May 8, 2023, by and between Bally’s Corporation and Marcus Glover
(incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 001-38850) filed May 9, 2023)
10.16**
Form of Robeson Reeves Service Agreement, effective October 1, 2021 (incorporated by reference to Exhibit
10.44 to the Company’s Annual Report on Form 10-K (File No. 001-38850) filed on March 1, 2022)
10.17**
Amendment No. 1 to Service Agreement, dated June 1, 2022, by and between Bally’s Corporation and Robeson
Reeves (incorporated by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K (File No.
001-38850) filed on March 1, 2023)
10.18**
Amendment No. 2 to Service Agreement, dated February 13, 2023, by and between Bally’s Corporation and
Robeson Reeves (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K (File No. 001-38850)
filed on February 13, 2023)
10.19**
Form of Kim Barker Lee Employment Agreement, effective December 7, 2022 (incorporated by reference to
Exhibit 10.45 to the Company’s Annual Report on Form 10-K (File No. 001-38850) filed on March 1, 2023)
10.20
Credit Agreement, dated October 1, 2021, among Bally’s Corporation, the subsidiary guarantors party thereto,
the lenders party thereto and Deutsche Bank AG New York Branch, as administrative agent and collateral agent
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-38850)
filed on October 7, 2021)
10.21
Amended and Restated Ground Lease, dated July 17, 2025, by and between Bally’s Chicago Operating
Company, LLC and GLP Capital, L.P. (incorporated by reference to Exhibit 10.20 to the registration statement
on Form S-1 filed by Bally’s Chicago, Inc. (File No. 333-283772) on August 5, 2025)
10.22
First Amendment to Credit Agreement, dated June 23, 2023, among Bally’s Corporation, the subsidiary
guarantors party thereto, the lenders party thereto and Deutsche Bank AG New York Branch, as administrative
agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form
10-Q (File 001-38850) filed on November 3, 2023)
10.23
Development Agreement, date July 17, 2025, by and between Bally’s Chicago Operating Company, LLC and
GLP Capital, L.P. (incorporated by reference to Exhibit 10.21 to the registration statement on Form S-1 filed by
Bally’s Chicago, Inc. (File No. 333-283772) on August 5, 2025)
10.24
Amendment to Credit Agreement, dated as of September 11, 2025, by and among the Company, the subsidiaries
of the Company party thereto as guarantors, Deutsche Bank AG New York Branch, as administrative agent and
collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 1.1 to the Company’s Current
Report on Form 8-K (File No. 001-38850) filed on September 12, 2025)
10.25
Incremental Joinder Agreement, dated as of September 29, 2025, by and among Jefferies Finance LLC, Bally’s
Corporation, and Deutsche Bank AG New York Branch (incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K (File No. 001-38850) filed on September 30, 2025)
10.26
Amended and Restated Regulatory Agreement, dated March 1, 2024, by and among the Rhode Island
Department of Business Regulation, the State Lottery Division of the Rhode Island Department of Revenue,
Bally’s Corporation, Bally’s Management Group, LLC, UTGR, LLC, Twin River-Tiverton, LLC, and Bally’s RI
iCasino, LLC (incorporated by reference to Exhibit 10.48 to the Company’s Annual Report on Form 10-K (File
No. 001-38850) filed on March 15, 2024)
10.27**
Bally’s Corporation 2021 Equity Incentive Plan - Performance Unit Award Agreement (incorporated by
reference to Exhibit 10.47 to the Company’s Annual Report on Form 10-K (File No. 001-38850) filed on March
1, 2022)
10.28**
Bally’s Corporation 2021 Equity Incentive Plan - Restricted Stock Unit Award Agreement (incorporated by
reference to Exhibit 10.48 to the Company’s Annual Report on Form 10-K (File No. 001-38850) filed on March
1, 2022)
141
Exhibit
Number
Description of Exhibit
10.29
Bally’s Corporation Amended and Restated 2021 Equity Incentive Plan (incorporated by reference to Annex A
to the Company’s Definitive Proxy Statement on Schedule 14A (File No. 001-38850) filed on April 4, 2025.
10.30
Note Purchase Agreement, dated February 7, 2025, by and among the Company, the subsidiaries of the
Company party thereto as guarantors, Alter Domus (US) LLC as note agent and collateral agent, and the
purchasers party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-
K (File No. 001-38850) filed on February 13, 2025)
10.31
Binding Term Sheet, dated as of July 11, 2024, by and among Bally’s Corporation and Gaming and Leisure
Properties, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File
No. 001-38850) filed on July 12, 2024)
10.32**
Employment Agreement, dated March 10, 2025, by and between Bally's Corporation and Mira Mircheva
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-38850)
filed on March 11, 2025)
10.33
Subscription Agreement, dated as of Mary 23, 2025, by and among Bally’s Corporation and The Star
Entertainment Group Limited (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on
Form 10-Q (File No. 001-38850) filed on August 11, 2025)
10.34
Subordination Deed Poll, dated as of May 23, 2025, by and among Bally’s Corporation and The Star
Entertainment Group Limited (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on
Form 10-Q (File No. 001-38850) filed on August 11, 2025)
10.35
Binding Term Sheet, dated as of April 7, 2025, by and among Bally’s Corporation and The Star Entertainment
Group Limited (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File
No. 001-38850) filed on April 11, 2025
10.36
Amended and Restated Ground Lease, dated July 17, 2025, by and between Bally’s Chicago Operating
Company, LLC and GLP Capital, L.P. (incorporated by reference to Exhibit 10.20 to the registration statement
on Form S-1 filed by Bally’s Chicago, Inc. (File No. 333-283772) on August 5, 2025)
10.37
Development Agreement, date July 17, 2025, by and between Bally’s Chicago Operating Company, LLC and
GLP Capital, L.P. (incorporated by reference to Exhibit 10.21 to the registration statement on Form S-1 filed by
Bally’s Chicago, Inc. (File No. 333-283772) on August 5, 2025)
10.38** *
Bally's Corporation 2021 Equity Incentive Plan - Option Right Award Agreement, dated October 7, 2025, by and
between Bally's Corporation and Robeson Reeves
10.39** *
Bally's Corporation 2021 Equity Incentive Plan - Incentive Stock Option Award Agreement, dated October 7,
2025, by and between Bally's Corporation and George Papanier
10.40** *
Amendment No. 5 to Employment Agreement, dated October 7, 2025, by and between Bally’s Corporation and
George Papanier
10.41** *
Separation Agreement and General Release, dated October 15, 2025, by and between Bally's Corporation and
Marcus Glover
10.42** *
Third Amendment to Service Agreement, dated November 1, 2025, by and between Gamesys Group Limited and
Robeson Reeves
10.43**
Employment Agreement, dated January 27, 2026, by and between Bally’s Management Group, LLC, and
Soohyung Kim (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File
No. 001-38850) filed on January 27, 2026)
10.44
Term Loan Credit Agreement, dated February 11, 2026, by and between Bally’s Corporation and Ares Agent
Services, L.P. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File
No. 001-38850) filed on February 17, 2026)
142
Exhibit
Number
Description of Exhibit
19.1*
Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-
K (File No. 001-38850) filed on March 17, 2025)
21.1*
Schedule of Subsidiaries
23.1*
Consent of Independent Public Accounting Firm
31.1*
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1
Bally’s Corporation Compensation Clawback Policy (incorporated by reference to Exhibit 97.1 to the
Company’s Annual Report on Form 10-K (File No. 001-38850) filed on March 15, 2024)
99.1*
Description of Government Regulations
101.INS
Inline XBRL Instance Document - the instance document does not appear in the interactive data file because
XBRL tags are embedded within the inline XBRL document
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
The cover page from Bally’s Corporation’s Annual Report on Form 10-K for the year ended December 31, 2025 ,
formatted in inline XBRL contained in Exhibit 101
#
As permitted under Item 601(a)(5) of Regulation S-K, the exhibits and schedules to this exhibit are omitted from this filing.
The Company agrees to furnish a supplemental copy of any omitted exhibit or schedule to the SEC upon its request.
*
Filed herewith.
**
Management contracts or compensatory plans or arrangements.
ITEM 16. FORM 10-K SUMMARY
None.
143
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 23, 2026 .
BALLY’S CORPORATION
By:
/s/ VLADIMIRA MIRCHEVA
Vladimira Mircheva
Chief Financial Officer
(Principal Financial and Accounting Officer)
By:
/s/ ROBESON M. REEVES
Robeson M. Reeves
Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ ROBESON M. REEVES
President, Chief Executive Officer and Director
March 23, 2026
Robeson M. Reeves
(Principal Executive Officer)
/s/ VLADIMIRA MIRCHEVA
Chief Financial Officer
March 23, 2026
Vladimira Mircheva
(Principal Financial and Accounting Officer)
/s/ SOOHYUNG KIM
Executive Chairman
March 23, 2026
Soohyung Kim
/s/ TRACY HARRIS
Director
March 23, 2026
Tracy Harris
/s/ GEORGE T. PAPANIER
Director
March 23, 2026
George T. Papanier
/s/ JAYMIN B. PATEL
Director
March 23, 2026
Jaymin B. Patel
/s/ JEFFREY W. ROLLINS
Director
March 23, 2026
Jeffrey W. Rollins
/s/ WANDA Y. WILSON
Director
March 23, 2026
Wanda Y. Wilson