What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-18 compared with 2025-11-12 · 240 added, 234 removed, 225 unchanged (68% of the section changed)

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• unexpected costs and other events impacting our planned construction projects, including Bally’s Chicago;

• risks associated with our pending Transaction with Intralot, including risks related to obtaining required regulatory, shareholder and other approvals and our ability to realize anticipated benefits of the Transaction;

• unexpected costs, difficulties integrating and other events impacting our completed acquisitions and our ability to realize anticipated benefits;

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You should not place undue reliance on our forward-looking statements.

We are a global gaming, hospitality and entertainment company with a portfolio of casinos and resorts and a growing omni-channel presence.

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 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.

(“Queen”) adding four additional casinos to our portfolio.

We also own Bally Bet Sportsbook & Casino, a first-in-class sports betting and iCasino platform, Bally’s International Interactive division, a leading global interactive gaming operator concentrated in Europe, and a significant stake in Intralot S.A.

(“Intralot”), a global lottery management and services business.

Our revenues are primarily generated by these gaming and entertainment offerings.

Our proprietary software and technology stack is designed to allow us to provide consumers with differentiated offerings and exclusive content.

We are a global gaming, hospitality, entertainment and technology company with an expanding international footprint across casino, interactive and lottery markets.

We provide our customers and partners with physical and interactive entertainment and gaming experiences worldwide.

Our offerings include traditional casino gaming, iGaming, online bingo, sportsbook, free-to-play games and technology driven lottery and gaming solutions.

As of March 31, 2026, we own and operate 20 casinos globally, including in the United Kingdom (“UK”) and in 11 states across the United States (“US”), along with a golf course in New York and horse racetracks in Colorado and Wyoming.

We also own Bally Bet Sportsbook & Casino, a premier sports betting and iCasino platform licensed in 14 jurisdictions in North America, and a majority equity interest in Bally’s Intralot S.A.

(“Intralot”) which is active in 39 jurisdictions worldwide and is comprised of a global lottery, technology, management and services business and also the Bally’s Interactive International division, a leading global interactive gaming operator.

We also have rights to developable land in Las Vegas at the site of the former Tropicana Las Vegas, have been awarded a license to build a full-scale casino and resort in The Bronx, New York (“Bally’s New York”), and are developing an integrated destination resort in Chicago, Illinois.

Our Strategy and Business Developments

We seek to continue to grow our business by actively pursuing the acquisition and development of new gaming opportunities and reinvesting in our existing operations.

We believe that interactive gaming represents a significant strategic opportunity for the future growth of Bally’s and we will continue to actively focus resources in markets that we believe will regulate iGaming.

We seek to continue to grow our business by focusing on expanding our integrated casino and interactive gaming platform, optimizing our capital structure, and employing disciplined growth initiatives.

We believe that interactive gaming represents a significant strategic opportunity for the future growth of Bally’s and we will continue to proactively allocate resources in regions where we anticipate iGaming regulation, in addition to those markets where iGaming is already well-established.

Across the globe, we engage in multiple state and private bidding processes, seeking to obtain new lottery agreements through our innovative technology and solutions.

We seek to increase revenues at our casinos and resorts through enhancing the guest experience by providing popular games, restaurants, hotel accommodations, entertainment and other amenities in attractive surroundings with high-quality guest service.

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We continue to make progress on the integration of our acquired assets and deploying capital on our strategic growth projects.

These steps have positioned us as a prominent, full-service, vertically integrated iGaming company, with physical casinos and online gaming solutions united under a single, leading brand.

Agreement and Plan of Merger

These steps have advanced our transformation into a globally diversified gaming and technology operator with a strengthened portfolio, expanded global footprint and enhanced platforms across both digital and land-based channels.

2025 Transactions

On February 7, 2025, the Company completed the previously announced transactions under the Agreement and Plan of Merger (as amended, the “Merger Agreement”) with SG Parent LLC, a Delaware limited liability company (“Parent”), The Queen Casino & Entertainment, Inc., a Delaware corporation and affiliate of Parent (“Queen”), Epsilon Sub I, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub I”), Epsilon Sub II, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub II”, and together with the Company and Merger Sub I, the “Company Parties”), and, solely for purposes of specified provisions thereof, SG CQ Gaming LLC, a Delaware limited liability company (“SG Gaming” and together with Parent and Queen, the “Buyer Parties”).

Refer to Note 1 “General Information” in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information on the Merger Agreement and the mergers.

Transaction Agreement - International Interactive Business

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 “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.

On October 8, 2025 (the “Intralot Closing Date”), the Company completed the previously announced acquisition under the transaction agreement (the “Transaction Agreement”) of Intralot, pursuant to which Intralot agreed to acquire Bally’s International Interactive through a combined cash-and-equity transaction.

Pursuant to the Transaction Agreement, (i) Intralot paid the Company €1.5 billion ($1.8 billion) in cash and issued approximately 873.7 million new shares in exchange for all of the issued and outstanding capital stock of Bally’s Holdings Limited which held Bally’s International Interactive, (ii) the Company’s ownership of Intralot increased to a controlling 57.9% interest through the issuance of equity to the Company’s consolidated subsidiary Premier Entertainment Sub, LLC via PE Sub Holdings LLC, an indirect wholly owned subsidiary of the Company, making the Company the majority shareholder of Intralot (the “Intralot Transaction”).

As a result of obtaining a controlling financial interest in Intralot, the Company retained control of Bally’s International Interactive, via Bally’s Holdings Limited, throughout the transaction.

On the Intralot Closing Date, legal ownership of Bally’s Holdings Limited transferred from Premier Entertainment Sub to Intralot;

however, Bally’s Corporation simultaneously obtained control of Intralot.

Accordingly, Bally’s maintained control of Bally’s International Interactive, and as a result, the transfer of Bally’s International Interactive was accounted for as an equity transaction with the initial recognition of a 42.1% non-controlling interest, and no gain or loss was recognized in earnings.

For further information on our recent acquisitions, refer to Notes 1 “General Information” and 7 “Business Combinations” to our condensed consolidated financial statements presented in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Operating Structure

Our business is organized into three reportable segments:

(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 in the US:

Our business is organized into four reportable segments:

(i) Casinos & Resorts, (ii) Bally’s Intralot B2B, (iii) Bally’s Intralot B2C, and (iv) North America Interactive.

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

Property Name Location

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Rock Island, Illinois

Bally’s Shreveport Casino & Hotel (“Bally’s Shreveport”) Shreveport, Louisiana

Bally’s Shreveport Casino & Hotel (“Bally’s Shreveport”) (2)

Shreveport, Louisiana

Bally’s Tiverton Casino & Hotel (“Bally’s Tiverton”) (2)

Tiverton, Rhode Island

Bally’s Twin River Lincoln Casino Resort (“Bally’s Twin River”) Lincoln, Rhode Island

Bally’s Twin River Lincoln Casino Resort (“Bally’s Twin River”) (2)

Lincoln, Rhode Island

Bally’s Vicksburg Casino (“Bally’s Vicksburg”) Vicksburg, Mississippi

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Bally’s Golf Links at Ferry Point (“Bally’s Golf Links”) Bronx, New York

The Queen Baton Rouge Baton Rouge, Louisiana

The Belle of Baton Rouge Baton Rouge, Louisiana

Casino Queen Marquette Marquette, Iowa

DraftKings at Casino Queen East St.

The Queen Baton Rouge (2)

Baton Rouge, Louisiana

Bally’s Baton Rouge Casino and Hotel (“Bally’s Baton Rouge”) (2)

Baton Rouge, Louisiana

Casino Queen Marquette (2)

Marquette, Iowa

DraftKings at Casino Queen (2)

Louis, Illinois

Bally’s Thunder Plains Park

Hillsdale, Wyoming

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Refer to Note 15 “Leases” for further information.

(3) Temporary casino facility while permanent casino resort is constructed.

Site of future permanent casino resort is leased from GLPI.

International Interactive - includes Gamesys’ European operations and global licensing business, one casino property, Bally’s Newcastle, in the UK, as well as certain other international consumer facing platforms.

North America Interactive - includes Bally’s Interactive, primarily a B2C online iGaming and online sportsbook operator;

and certain other consumer facing service and marketing engines.

(3) Temporary casino facility as the Company’s future permanent casino resort in Chicago (the “Chicago Permanent Facility”) is constructed.

The site of the Chicago Permanent Facility is leased from GLPI.

Bally’s Intralot B2B - includes Intralot’s global lottery operations and the Company’s licensing business.

Bally’s Intralot B2C - includes the Company’s interactive European gaming operations, Intralot’s B2C lottery operations, as well as one casino property, Bally’s Newcastle, in the UK.

North America Interactive - includes the North American operations of Bally’s Interactive, primarily a B2C online iGaming and online sportsbook operator;

and consumer facing service and marketing engines.

Refer to Note 18 “Segment Reporting” to our condensed consolidated financial statements for additional information on our segment reporting structure.

Rhode Island Regulatory Agreement

We are party to an Amended and Restated Regulatory Agreement (the “Regulatory Agreement”), with the Rhode Island Department of Business Regulation (“DBR”) and the State Lottery Division of the Rhode Island Department of Revenue (“DoL”).

The Regulatory Agreement contains financial and other covenants that, among other things, (i) restrict the acquisition of stock and other financial interests in us, (ii) relate to the licensing and composition of members of our management and Board of Directors (the “Board”), (iii) prohibit certain competitive activities and related-party transactions and (iv) restrict our ability to declare or make restricted payments (including dividends), incur additional indebtedness or take certain other actions, if our leverage ratio exceeds 5.50 to 1.00 (in general being gross debt divided by Adjusted EBITDA, each as defined in the Regulatory Agreement).

The Regulatory Agreement also provides affirmative obligations, including setting a minimum number of employees that we must employ in Rhode Island and providing the DBR and DoL with periodic information updates about us.

Among other things, the Regulatory Agreement prohibits us and our subsidiaries from owning, operating, managing or providing gaming specific goods and services to any properties in Rhode Island (other than Bally’s Twin River and Bally’s Tiverton), Massachusetts, Connecticut or New Hampshire.

A failure to comply with the Regulatory Agreement could subject us to injunctive and monetary relief, and ultimately the revocation or suspension of our licenses to operate in Rhode Island.

The DoL also has regulatory authority over Bally’s under our VLT master contracts with the DoL.

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.

The joint venture was organized as the Rhode Island VLT Company, LLC, with IGT owning 60% of the membership interests and Bally’s or its affiliates owning 40% of the membership interests (“RI Joint Venture”).

On December 30, 2022, Bally’s Twin River and Bally’s Tiverton purchased additional machines directly from IGT to effectively own 40% of the machines.

On January 1, 2023, Bally’s Twin River and Bally’s Tiverton contributed all of their machines to the RI Joint Venture in return for an aggregate 40% membership interest, and IGT contributed all of their machines at Bally’s Twin River and Bally’s Tiverton to the RI Joint Venture in return for a 60% membership interest.

Macroeconomic and Other Factors

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Adjusted EBITDA is defined as earnings, or loss, for the Company, or where noted its reporting segments, before, in each case, interest expense, net of interest income, provision (benefit) for income taxes, depreciation and amortization, non-operating (income) expense, acquisition and other transaction related costs, share-based compensation and certain other gains or losses as well as, when presented for our reporting segments, an adjustment related to the allocation of corporate cost among segments.

Segment Adjusted EBITDAR is Adjusted EBITDA (as defined above) for the Company’s reportable segments, plus rent expense associated with triple net operating leases with GLPI for the real estate assets used in the operation of the Bally’s casinos and the assumption of the lease for real estate and land underlying the operations of the Bally’s Lake Tahoe property.

Segment Adjusted EBITDAR is Adjusted EBITDA (as defined above) for the Company’s reportable segments, plus rent expense associated with triple net operating leases for the real estate assets used in the operations of the Bally’s casinos.

We use consolidated Adjusted EBITDA and segment Adjusted EBITDAR to analyze the performance of our business and they are used as determining factors for performance-based compensation for members of our management team.

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In addition, consolidated Adjusted EBITDA and segment Adjusted EBITDAR as used by us may not be defined in the same manner as other companies in our industry, and, as a result, may not be comparable to similarly titled non-GAAP financial measures of other companies.

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.

Third Quarter 2025 and First Nine Months Results

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 for real estate assets used in the operations of our casino properties.

First Quarter 2026 Results

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

Successor Predecessor

(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

(in millions) Three Months Ended March 31, 2026 Period from February 8, 2025 to March 31, 2025 Period from January 1, 2025 to February 7, 2025

Total revenue $ 755.7 $ 368.7 $ 220.5

Income (loss) from operations 91.6 (1.8) (20.8)

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

Net (loss) income (160.9) 34.5 (51.0)

The following table presents, for the periods indicated, certain income and expense items expressed as a percentage of total revenue:

Successor Predecessor

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

Three Months Ended March 31, 2026 Period from February 8, 2025 to March 31, 2025 Period from January 1, 2025 to February 7, 2025

Total revenue 100.0 % 100.0 % 100.0 %

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General and administrative 41.8 % 43.5 % 51.9 %

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

Gain on sale-leaseback (14.0) % — % — %

Depreciation and amortization 12.9 % 12.9 % 10.1 %

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Interest expense, net (14.5) % (14.0) % (12.3) %

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

Other non-operating expense, net (19.3) % (2.4) % (1.1) %

Total other expense, net (33.8) % (16.5) % (13.4) %

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(Benefit) provision for income taxes (0.4) % (26.3) % 0.3 %

Net loss (16.0) % (17.8) % (23.1) % (39.3) % (25.8) %

Net (loss) income (21.3) % 9.4 % (23.1) %

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Segment Performance

During the first quarter of 2025, the Company moved a component of the North America Interactive operating segment to a separate operating segment, which is reported in the Corporate & Other category, to better align with the Company’s strategic growth initiatives and how its chief operating decision maker evaluates performance and allocates resources.

Comparable prior period segment results have been re-cast to reflect this change.

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

During the first quarter of 2025, the Company moved a component of the North America Interactive operating segment into a separate operating segment, which is reported in the Corporate & Other category.

In the fourth quarter of 2025, the Company further updated its operating and reportable segments in connection with the Intralot Transaction.

These changes were made to better align with the Company’s strategic growth initiatives and how its chief operating decision maker evaluates performance and allocates resources.

Prior period reportable segment results and related disclosures have been conformed to reflect the Company’s current reportable segments.

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

Successor Predecessor

(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

(in thousands, except percentages) Three Months Ended March 31, 2026 Period from February 8, 2025 to March 31, 2025 Period from January 1, 2025 to February 7, 2025

Casinos & Resorts $ 300,698 $ 178,534 $ 95,984

International Interactive 209,605 513,201 74,849 228,693 687,109

Bally’s Intralot B2C 239,132 107,736 74,849

North America Interactive 51,025 27,509 14,934

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Casinos & Resorts 79,030 48,317 28,315

International Interactive 5,480 20,700 4,136 2,244 7,907

Bally’s Intralot B2B 73,956 4,883 3,720

Bally’s Intralot B2C 806 131 416

North America Interactive 9,431 48 2,007

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Casinos & Resorts $ 116,555 $ 64,515 $ 37,637

International Interactive 87,263 219,620 33,335 100,700 312,039

Bally’s Intralot B2C 108,051 44,437 33,335

North America Interactive 50,256 24,571 17,022

Corporate & Other — — — — —

Total Gaming expenses $ 274,862 $ 133,523 $ 87,994

Casinos & Resorts $ 43,735 $ 24,840 $ 16,240

International Interactive (78) 1,062 16 1,393 5,095

Bally’s Intralot B2B 33,178 — —

Bally’s Intralot B2C 161 1,140 16

North America Interactive 4,531 2,565 68

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Casinos & Resorts $ 181,550 $ 92,005 $ 63,503

International Interactive 40,640 97,835 16,818 40,419 136,903

Bally’s Intralot B2B 26,974 — —

Bally’s Intralot B2C 47,354 20,123 16,818

North America Interactive 12,909 3,029 5,512

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General and administrative as a percentage of Total revenue 42 % 44 % 52 %

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.

The three months ended March 31, 2026 (successor) compared to the successor period from February 8, 2025 to March 31, 2025 and the predecessor period from January 1, 2025 to February 7, 2025.

Total Revenue

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Successor Predecessor

(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

(in thousands) Three Months Ended March 31, 2026 Period from February 8, 2025 to March 31, 2025 Period from January 1, 2025 to February 7, 2025

Gaming $ 590,855 $ 313,779 $ 185,767

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Food and beverage 33,633 20,254 11,304

Technology Services 58,905 — —

Licensing 3,011 4,883 3,720

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Total revenue $ 755,722 $ 368,694 $ 220,498

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.

Total revenue for the Successor three months ended March 31, 2026 increased 28%, from $589.2 million for the Predecessor period from January 1, 2025 to February 7, 2025 and successor period from February 8, 2025 to March 31, 2025.

Increases in total revenue from the Predecessor period from January 1, 2025 to February 7, 2025 and Successor period from February 8, 2025 to March 31, 2025 are primarily driven by the revenue additions from Queen, beginning on February 8, 2025, and the Intralot entities, beginning October 8, 2025, contributing $68.5 million and $95.2 million, respectively, to the Successor three months ended March 31, 2026.

Gaming and Non-gaming Expenses

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.

During the Successor three months ended March 31, 2026, gaming and non-gaming expenses grew proportionally relative to total revenue.

The expenses for the Predecessor period from January 1, 2025 to February 7, 2025 and Successor period from February 8, 2025 to March 31, 2025 amounted to $267.2 million.

This growth in expenses compared to the prior year is primarily due to the changes in revenue year over year.

General and Administrative

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.

General and administrative expense for the Successor three months ended March 31, 2026 compared to the Predecessor period from January 1, 2025 to February 7, 2025 and Successor period from February 8, 2025 to March 31, 2025, increased 15% or $41.3 million, from $274.8 million.

These increases were mainly attributable to additional costs for the Queen properties and Intralot entities of $26.6 million and $34.3 million, respectively, offset by a $25.0 million decrease in costs associated with the Merger compared to the prior year.

Depreciation and Amortization

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.

Depreciation and amortization expense for the Successor three months ended March 31, 2026 increased $27.6 million from $69.8 million compared to the Predecessor period from January 1, 2025 to February 7, 2025 and Successor period from February 8, 2025 to March 31, 2025.

Changes year over year are primarily due to a $28.1 million increase in expense attributable to our Intralot business, partially offset a decrease in depreciation expense related to the assets sold as part of the Bally’s Twin River sale-leaseback with GLPI in the first quarter of 2026.

Income (Loss) From Operations

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.

Income from operations wa s $91.6 million for the Successor three months ended March 31, 2026, compared to Loss from operations of $22.6 million for the Predecessor period from January 1, 2025 to February 7, 2025 and Successor period from February 8, 2025 to March 31, 2025.

Changes year over year are primarily due to a $105.8 million Gain on sale-leaseback in the Successor three months ended March 31, 2026.

Other Income (Expense)

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.

Other Expense was $255.7 million for the Successor three months ended March 31, 2026, compared to $90.4 million for the Predecessor period from January 1, 2025 to February 7, 2025 and Successor period from February 8, 2025 to March 31, 2025.

The increase of $165.4 million year over year is primarily due to a $63.4 million Loss on Extinguishment of Debt and $104.3 million Loss on fair value of fair value option assets in the Successor three months ended March 31, 2026, compared to $17.4 million Loss on Extinguishment of Debt and $5.5 million gain on fair value of fair value option assets in the Predecessor period from January 1, 2025 to February 7, 2025 and Successor period from February 8, 2025 to March 31, 2025.

Provision (Benefit) for Income Taxes

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 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.

During the three months ended March 31, 2026 (Successor) and the period from February 8, 2025 to March 31, 2025 (Successor), the Company recorded a benefit for income tax of $3.2 million and $97.1 million, respectively.

For the period from January 1, 2025 to February 7, 2025 (Predecessor), the Company recorded a provision of $0.7 million.

The effective tax rate for the three months ended March 31, 2026 (Successor), the period from February 8, 2025 to March 31, 2025 (Successor) and the period from January 1, 2025 to February 7, 2025 (Predecessor) was 2.0%, 155.2% and (1.3)%, respectively.

As of March 31, 2026 (Successor), the Company projects an annual tax benefit relative to its pre-tax loss offset in part by the valuation allowance on interest and a $13.3 million discrete provision on the benefit of the Bally’s Twin River sale-leaseback during the three months ended March 31, 2026 (Successor).

Net loss attributable to Bally’s Corporation for the three months ended March 31, 2026 (Successor) was $161.9 million compared to a combined net loss of $16.5 million for the Predecessor period from January 1, 2025 to February 7, 2025 and Successor period from February 8, 2025 to March 31, 2025.

This fluctuation from the prior year was attributable to the factors noted above.

Adjusted EBITDA and Adjusted EBITDAR by Segment

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 $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.

The following table reconciles consolidated Adjusted EBITDA, which is a non-GAAP measure, to net income (loss), as derived from our financial statements (in thousands):

The following table reconciles consolidated Adjusted EBITDA, which is a non-GAAP measure, to net income (loss), as derived from our financial statements:

Successor Predecessor

(in thousands) Three Months Ended March 31, 2026 Period from February 8, 2025 to March 31, 2025 Period from January 1, 2025 to February 7, 2025

Adjusted EBITDAR

Casinos & Resorts $ 96,196 $ 71,540 $ 23,554

International Interactive 91,861 222,261 28,940 90,030 254,854

Bally’s Intralot B2B 15,116 4,883 3,720

Bally’s Intralot B2C 87,092 43,312 25,220

North America Interactive (7,137) (2,345) (5,661)

12 unchanged sentences

(13,989) (7,738) (5,106)

Restructuring charges (4)

— — — 1,068 (17,921)

Tropicana Las Vegas demolition and closure costs (4)

1 unchanged sentence

Share-based compensation (2,551) (2,740) (1,954)

Impairment charges (6)

— — — — (12,757)

Merger Agreement costs (7)

Gain on sale-leaseback, net (5)

Merger Agreement and Intralot Transaction costs (6)

(8,758) (15,875) (11,233)

(6,180) (3,683) (949)

Net loss $ (106,199) $ (300,119) $ (51,024) $ (247,855) $ (481,965)

Net (loss) income $ (160,857) $ 34,516 $ (51,024)

__________________________________

(1) Consists of the operating lease components contained within our triple net leases with GLPI for the real estate assets used in the operations of certain Casinos & Resorts properties, and the triple net lease associated with the real estate and land underlying the operations of the Bally’s Lake Tahoe facility.

(1) Consists of the operating lease components contained within our triple net leases for the real estate assets used in the operations of certain Casinos & Resorts properties.

(2) Non-operating expense, net includes:

(i) change in value of performance warrants, (ii) gain (loss) on extinguishment of debt, (iii) non-operating items of equity method investments including our share of net income or loss on an investment and depreciation expense related to our Rhode Island joint venture, and (iv) other (income) expense, net.

(i) change in value of performance warrants, (ii) gain (loss) on extinguishment of debt, (iii) non-operating items of equity method investments and fair value option assets, and (iv) other (income) expense, net.

(3) Includes acquisition, integration and other transaction related costs, and financing costs incurred in connection with the Company’s sale lease-back transactions.

(4) Restructuring charges representing the severance and employee related benefits related to the announced Interactive business restructuring initiatives and the closure of the Company’s Tropicana Las Vegas property on April 2, 2024.

(4) Demolition and closure costs associated with the Tropicana Las Vegas property which is part of the plan to redevelop the site with a state-of-the-art integrated resort and ballpark.

As part of the binding term sheet, GLPI has reimbursed the Company for its demolition expenses and had increased rent to reflect the additional funding.

(6) Includes impairment charges on long-lived assets in the second quarter of 2024.

(7) Costs incurred in connection with the Company’s merger with Standard General.

(5) Gain on sale-leaseback, net is related to the transaction for Bally’s Twin River which occurred during the three months ended March 31, 2026.

(6) Costs incurred in connection with the Company’s merger with Standard General and the Intralot Transaction.

(7) Other includes the following items:

(i) non-routine legal expenses, contract termination charges, and settlement costs for matters outside the normal course of business, (ii) storm related insurance and business interruption recoveries, and (iii) other individually de minimis expenses.

(i) restructuring initiatives in connection with the Intralot transaction, (ii) Oracle ERP non-capitalizable implementation costs, (iii) non-routine legal expenses, contract termination charges, and settlement costs for matters outside the normal course of business, (iv) storm related insurance and business interruption recoveries, and (v) other individually de minimis expenses.

Critical Accounting Estimates

Valuation of Intangible Assets Acquired in Business Combinations

Intangible assets consist primarily of gaming licenses, trade names, developed technology and customer lists which have been obtained through business combinations and internally developed software attributable to our interactive businesses.

Gaming licenses obtained through business combinations are generally recorded at their fair values through purchase accounting using the Greenfield Method under the income approach.

This method estimates isolated income that properly attributable to a license based on modeling a hypothetical start-up company going into business without any other assets than the gaming license being valued and building a new casino with similar utility to the existing casino.

Using this method, the valuation of the gaming license is dependent upon significant estimates such as projected revenues and cash flows, estimated construction costs, duration of that construction, pre-opening expenses and appropriate discounting.

Gaming licenses accounted for as asset acquisitions are valued at cost.

Trade names obtained through business combinations are valued using the relief-from-royalty method under the income approach.

This method estimates the cost savings that accrue to the owner of an intangible asset who would otherwise have to pay royalties or license fees on revenues earned through the use of the asset.

As such, the value of a trade name acquired through a business combination is dependent upon estimates such as projected revenues, selection of an appropriate hypothetical royalty rate and appropriate discounting.

Developed technology is obtained through business combinations and is recorded at fair value through purchase accounting using the Multi-Period Excess Earnings Method under the income approach.

The principle behind this method is that the value of an intangible asset is equal to the present value of the incremental after tax cash flows attributable only to the subject intangible asset after deducting Contributory Asset Charges (“CACs”).

The principle behind a CAC is that an intangible asset ‘rents’ or ‘leases’ from a hypothetical third party all the assets it requires to produce the cash flows resulting from its development, that each project rents only those assets it needs and not the ones that it does not need, and that each project pays the owner of the assets a fair return on the value of the rented assets.

Under this method, the valuation of developed technology is dependent on estimates such as projected revenues and cash flows, CAC and appropriate discounting.

Certain trade names are considered to be indefinite lived based on future expectations of continuing to brand our corporate name and certain properties under the Bally’s trade name indefinitely.

Intangible assets not subject to amortization are reviewed for impairment annually as of October 1 and between annual test dates whenever events or changes in circumstances may indicate that the carrying amount of the related asset may not be recoverable.

For our finite-lived intangible assets, we establish a useful life upon initial recognition based on the period over which the asset is expected to contribute to the future cash flows of the Company and periodically evaluates the remaining useful lives to determine whether events and circumstances warrant a revision to the remaining amortization period.

Finite-lived intangible assets are amortized over their remaining useful lives in a pattern in which the economic benefits of the intangible asset are consumed, which is generally on a straight-line basis.

There were no material changes to other critical accounting estimates during the period covered by this Quarterly Report on Form 10-Q.

13 unchanged sentences

Successor Predecessor

(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

Net cash used in investing activities (235,710) (17,697) (191,081)

Net cash provided by financing activities 300,907 97,988 75,706

(in thousands) Three Months Ended March 31, 2026 Period from February 8, 2025 to March 31, 2025 Period from January 1, 2025 to February 7, 2025

Net cash (used in) provided by operating activities $ (145,021) $ 42,001 $ (80,186)

Net cash provided by (used in) investing activities 120,187 (20,797) (17,697)

Net cash (used in) provided by financing activities (242,446) 14,073 97,988

Effect of foreign currency on cash and cash equivalents and restricted cash 13,981 (1,497) (457)

3 unchanged sentences

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 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.

Net cash used in operating activities for the three months ended March 31, 2026 (Successor) was $145.0 million compared to $38.2 million for the Predecessor period from January 1, 2025 to February 7, 2025 and the Successor period from February 8, 2025 to March 31, 2025.

The increase in cash used was primarily driven by increased net losses during the three months ended March 31, 2026 (Successor) of $144.3 million, coupled with the changes in working capital, offset by the $97.9 million received from GLPI in the current period for capital expenditures related to the construction of the Company’s permanent casino in Chicago.

Investing Activities

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.

Net cash provided by investing activities for the three months ended March 31, 2026 (Successor) was $120.2 million compared to net cash used in investing activities of $38.5 million for the Predecessor period from January 1, 2025 to February 7, 2025 and the Successor period from February 8, 2025 to March 31, 2025.

This increase was driven primarily by the $685.0 million of proceeds received from the Bally’s Twin River sale-leaseback, offset by the $500.0 million paid in the first quarter of 2026 for the New York gaming license fee.

Financing Activities

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.

Net cash used in financing activities for the three months ended March 31, 2026 (Successor) was $242.4 million compared to net cash provided by financing activities of $112.1 million for the Predecessor period from January 1, 2025 to February 7, 2025 and the Successor period from February 8, 2025 to March 31, 2025.

The fluctuation from the 2025 periods is primarily due to $123.8 million of net debt repayments during the three months ended March 31, 2026 (Successor), compared to net debt issuances of $435.4 million during the 2025 periods, coupled with the $416.2 million of share repurchases during the Successor period from February 8, 2025 to March 31, 2025.

Capital Return Program

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.

As of March 31, 2026, 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.

1 unchanged sentence

There is no fixed time period to complete share repurchases.

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.

We did not pay cash dividends during the Successor three months ended March 31, 2026, the Successor period from February 8, 2025 to March 31, 2025, nor the Predecessor period from January 1, 2025 to February 7, 2025, 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.

5 unchanged sentences

These covenants are subject to exceptions and qualifications set forth in the indenture.

In connection with the closing of the Merger on February 7, 2025, we entered into a note purchase agreement and issued $500 million in aggregate principal amount of first lien senior secured notes due October 2, 2028, at an annual interest rate of 11%, payable quarterly.

These notes are guaranteed by our restricted subsidiaries and secured by the same collateral securing the Credit Facility.

The agreement mandates redemption offers in certain situations, such as asset sales and unpermitted debt issuances, with specific redemption premiums applicable within the first two years.

In connection with the closing of the Merger on February 7, 2025, we entered into a note purchase agreement and issued $500.0 million in aggregate principal amount of first lien senior secured notes due October 2, 2028, at an annual interest rate of 11%, payable quarterly (the “2028 Notes”).

These notes were guaranteed by the same restricted subsidiaries that guarantee the credit facilities under the Credit Agreement (as defined below) and secured by the same collateral securing the credit facilities under the Credit Agreement.

The note purchase agreement mandated redemption offers in certain situations, such as asset sales and unpermitted debt issuances, with specific redemption premiums applicable within the first two years.

After two years, notes can be redeemed at par.

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.

The note purchase agreement also included covenants limiting, among other things additional indebtedness, dividend payments, asset sales, investments, and liens, subject to certain exceptions and qualifications.

In October 2025, the Company paid down the entire $500.0 million outstanding on its 2028 Notes as further described below.

Credit Facility

On October 1, 2021, we entered into the Credit Agreement providing for a senior secured term loan facility in an aggregate principal amount of $1.945 billion (the “Term Loan Facility”), which will mature in 2028, and a senior secured revolving credit facility in an aggregate principal amount of $620.0 million (the “Revolving Credit Facility”), which will mature in 2026.

The credit facilities allow us to increase the size of the Term Loan Facility or request one or more incremental term loan facilities or increase commitments under the Revolving Credit Facility or add one or more incremental revolving facilities in an aggregate amount not to exceed the greater of $650 million and 100% of the Company’s consolidated EBITDA for the most recent four-quarter period plus or minus certain amounts as specified in the Credit Agreement, including an unlimited amount subject to compliance with a consolidated total secured net leverage ratio.

The credit facilities contain covenants that limit the ability of the Company and its restricted subsidiaries to, among other things, incur additional indebtedness, pay dividends or make certain other restricted payments, sell assets, make certain investments, and grant liens.

These covenants are subject to exceptions and qualifications set forth in the Credit Agreement.

The Revolving Credit Facility also includes certain financial covenants the Company is required to maintain throughout the term of the credit facility.

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

On October 1, 2021, the Company and certain of its subsidiaries entered into a credit agreement (the “Credit Agreement”) with Deutsche Bank AG New York Branch, as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”), and the other lenders party thereto, providing for a senior secured term loan facility in an initial aggregate principal amount of $1.945 billion (the “Term Loan Facility”), which was scheduled to mature in 2028, and a senior secured revolving credit facility in an initial aggregate principal amount of $620.0 million (the “Revolving Credit Facility”), which had an initial maturity date in 2026.

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.

3” and the Credit Agreement, as so amended, the “Amended Credit Agreement”), by and among the Company, the subsidiaries of the Company party thereto as guarantors, the lenders party thereto, the Administrative Agent and the Collateral agent, and an Incremental Joinder Agreement (the “Incremental Joinder Agreement”) with Jefferies Finance LLC and the Administrative Agent.

The Incremental Joinder Agreement increased the available commitments under the Revolving Credit Facility by $50.0 million to $670.0 million.

Amendment No.

3 and the Incremental Joinder Agreement collectively extended the maturity date of a portion of the Revolving Credit Facility and updated certain covenants and pricing provisions for the Revolving Credit Facility.

Following the effectiveness of Amendment No.

3 and the Incremental Joinder Agreement which occurred on January 6, 2026, a portion of the Revolving Credit Facility will mature in 2028, while the remaining portion will continue to mature on its originally scheduled maturity date in 2026.

Amendment No.

3 and the Amended Credit Agreement 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.

The credit facilities under the Amended Credit Agreement 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%.

The Amended Credit Agreement allows the Company to increase the size of the Term Loan Facility or request one or more incremental term loan facilities or increase commitments under the Revolving Credit Facility or add one or more incremental revolving facilities in an aggregate amount not to exceed the greater of $325.0 million and 50% of the Company’s consolidated EBITDA for the most recent four-quarter period plus or minus certain amounts as specified in the Amended Credit Agreement, including an unlimited amount subject to compliance with specified financial ratios.

The Amended Credit Agreement contains covenants that limit the ability of the Company and its restricted subsidiaries to, among other things, incur additional indebtedness, pay dividends or make certain other restricted payments, sell assets, make certain investments, and grant liens.

These covenants are subject to exceptions and qualifications set forth in the Amended Credit Agreement.

The Revolving Credit Facility also includes certain financial covenants the Company is required to maintain throughout the term of the Revolving Credit Facility.

These financial covenants include a provision whereby, in the event utilization under the Revolving Credit Facility exceeds 25% of the total revolving commitment, the Company is required to maintain a first lien secured net indebtedness to Adjusted EBITDA ratio of 4.00 to 1.00.

In May 2026, the Required Revolving Lenders and Administrative Agent under the Company’s Revolving Credit Facility conditionally waived compliance with the consolidated net leverage ratio covenant for each fiscal quarter ending during the period commencing March 31, 2026 through the earlier of (i) the Company’s election to terminate the waiver upon certifying compliance with the covenant as of the most recently ended fiscal quarter, or (ii) the date immediately preceding the delivery of the compliance certificate for the quarter ending March 31, 2027 (the “Covenant Waiver Period”).

The waiver remains subject to the Company’s ongoing satisfaction of certain liquidity maintenance requirements, restrictions on additional secured indebtedness, compliance with the covenants under the Company’s term loan credit agreement and agreement to enter into an amendment to the revolving credit facility within a specified period in order to incorporate certain covenants from the Company’s term loan credit agreement.

Failure to satisfy any such condition will result in automatic termination of the waiver and reinstatement of the covenant in full force and effect.

As of the date of this filing, the Company was in compliance with all applicable terms of the waiver.

The Company expects to remain in compliance through the Covenant Waiver Period and, for applicable covenants, through the next twelve months.

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.

The Company also entered into additional currency swaps to synthetically convert $200 million, notional, of its floating rate Term Loan Facility, to an equivalent GBP-denominated floating rate instrument, due October 2026.

Additionally, as part of the Company’s risk management program to manage its overall interest rate exposure, the Company entered into a notional aggregate amount of $500 million interest rate collar arrangements maturing in 2028 where the Company’s SOFR floating rate interest under its Term Loan Facility is capped at 4.25%, with a weighted average SOFR floor rate of 3.22%, pursuant to the interest rate collar arrangements.

During 2024, the Company settled $500.0 million of notional interest rate collars and received $3.9 million in termination payments, reflecting the fair value on the settlement date.

Additionally, the Company simultaneously entered into a series of interest rate contracts in a notional aggregate amount of $1.00 billion, to further manage the Company’s exposure to interest rate movements associated with the Company’s variable rate Term Loan Facility through its synthetic conversion to fixed rate debt.

The Company is a party to certain currency swaps which synthetically convert $500.0 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.

The Company is also a party to additional currency swaps to synthetically convert $200.0 million, notional, of its floating rate Term Loan Facility, to an equivalent GBP-denominated floating rate instrument, due October 2026.

Additionally, as part of the Company’s risk management program to manage its overall interest rate exposure, the Company has entered into a series of interest rate contracts in a notional aggregate amount of $1.00 billion, to further manage the Company’s exposure to interest rate movements associated with the Company’s variable rate Term Loan Facility through its synthetic conversion to fixed rate debt.

The tenor of these contracts were matched with the maturity of the Term Loan Facility tranche maturing on October 1, 2028.

Refer to Note 11 “Derivative Instruments” and Note 14 “Long-Term Debt” in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information.

Intralot Greek Retail Bond

In February 2024, Intralot established a common bond loan program (the “Intralot Greek Retail Bond”) for the issuance of up to €130.0 million aggregate principal amount of bonds, with a minimum issuance of €120.0 million.

The bonds were admitted to trading on the Fixed Income Securities category of the Regulated Market of the Athens Stock Exchange.

As of March 31, 2026 (Successor) and December 31, 2025 (Successor), there was €130.0 million and €130.0 million aggregate principal amount outstanding under the Intralot Greek Retail Bond, respectively.

The bonds bear interest at a fixed rate of 6.00% per annum, payable semi-annually, which will remain fixed throughout the duration of the bonds.

Upon its maturity on February 27, 2029, Intralot will be required to repay the principal in full, together with outstanding accrued interest and any other amounts payable.

Intralot may redeem all or a portion of the bonds, subject to a minimum redemption amount of €15.0 million and a requirement that at least €50.0 million in aggregate principal amount remain outstanding after any partial redemption.

The Intralot Greek Retail Bond is an unsecured obligation of Intralot, with the benefit of a first-priority pledge over a designated bond loan collateral account.

The bonds rank pari passu with the claims of all other unsecured creditors of Intralot, with the exception of claims that have a statutory privilege.

The Intralot Greek Retail Bond is not guaranteed by any of Intralot’s subsidiaries.

In the event of a change of control each bondholder has the right to require Intralot to repurchase of part or all of such bondholder’s bonds at a price equal to 101% of the nominal value, plus accrued and unpaid interest and any additional amounts.

Intralot Greek Senior Facilities Agreement

On October 3, 2025, Intralot Capital Luxembourg S.A.

(“Intralot Capital”), a wholly owned indirect subsidiary of the Company, entered into a Senior Facilities Agreement (the “Intralot Greek Term Loan”) with Alpha Bank S.A., Optima Bank S.A., Piraeus Bank S.A., CrediaBank S.A.

and other parties, providing for an amortizing euro-denominated term loan facility in an aggregate amount up to €200.0 million.

As of March 31, 2026 (Successor) and December 31, 2025 (Successor), Intralot had €200.0 million and €200.0 million outstanding under the Intralot Greek Term Loan, respectively.

The Intralot Greek Term Loan bears interest at a rate equal to 7.0% per annum.

Interest periods may be selected in accordance with the agreement terms.

The Intralot Greek Term Loan requires semi-annual principal repayments plus accrued interest through the maturity date of October 8, 2029.

Subject to an intercreditor agreement, Intralot Greek Term Loan caries the same security priority as other senior secured obligations.

Intralot British Pound Term Loan

On September 18, 2025, Intralot Capital entered into a Senior Facilities Agreement (the “Intralot British Term Loan”) with various lenders and agents, providing for a sterling-denominated term loan facility in an aggregate principal amount of £400.0 million.

As of March 31, 2026 (Successor) and December 31, 2025 (Successor), £400.0 million and £400.0 million was outstanding under the Intralot British Term Loan, respectively.

The Intralot British Term Loan bears interest at a rate equal to SONIA (Sterling Overnight Index Average) plus a margin of 5.5%.

Interest periods may be one, three, or six months, or such other periods as agreed among the parties.

The Borrower pays accrued interest on the last day of each interest period.

The Intralot British Term Loan is secured by first-ranking security interests, including pledges over shares in the obligors and material subsidiaries and, in certain jurisdictions, security over substantially all assets of the obligors.

The Intralot British Term Loan matures on October 8, 2031.

Intralot Fixed and Floating Interest Rate Bonds

Intralot Capital has issued €600 million aggregate principal amount of 6.75% Senior Secured Fixed Rate Notes due 2031 (the “Intralot Fixed Rate Notes”) and €300 million aggregate principal amount of Senior Secured Floating Rate Notes due 2031 (the “Intralot Floating Rate Notes” and, together with the Intralot Fixed Rate Notes, the “Intralot Notes”), pursuant to an indenture dated September 30, 2025 (the “Intralot Indenture”) among Intralot Capital, Intralot, and its subsidiaries, as guarantor, and The Law Debenture Trust Corporation p.l.c., as trustee.

As of March 31, 2026 (Successor) and December 31, 2025 (Successor), the full €900 million aggregate principal amount of the Intralot Notes was outstanding.

The Intralot Fixed Rate Notes bear interest at a fixed rate of 6.750% per annum, payable semi-annually, commencing on April 15, 2026.

The Intralot Floating Rate Notes bear interest at a rate per annum, reset quarterly, equal to three-month EURIBOR (subject to a 0% floor) plus 4.500%, payable quarterly, commencing on February 28, 2026.

The Intralot Notes mature on October 15, 2031.

The Intralot Notes are senior secured obligations of Intralot Capital, secured by first-ranking security interests (to the extent legally possible) over the share of obligors and material subsidiaries, structural intercompany receivables, and to the extent customary in the applicable jurisdiction, substantially all assets of the obligors.

Enforcement of security is subject to an intercreditor agreement, and the Intralot Notes may share collateral on an equal ranking or junior basis with other permitted indebtedness as described in the Intralot Indenture.

The Intralot Notes are unconditionally guaranteed, jointly and severally, by Intralot and future guarantors that is required to become a guarantor under the Intralot Indenture.

The guarantees are subject to customary limitations under applicable law.

The Intralot Fixed Rate Notes may be redeemed at the option of Intralot Capital, in whole or in part, at any time on or after October 15, 2027, at determined redemption prices over time, plus accrued and unpaid interest.

Prior to October 15, 2027, Intralot Capital may redeem the Intralot Fixed Rate Notes at a premium, which is the greater of (a) 1% of the outstanding principal amount and (b) the present value of the redemption price at October 15, 2027 plus all required interest payments through that date, computed using a discount rate equal to the Bund Rate plus 50 basis points, over the outstanding principal amount.

The Intralot Floating Rate Notes may be redeemed at the option of Intralot Capital at any time on or after October 15, 2026, at a redemption price equal to 100.0% of the principal amount redeemed plus accrued and unpaid interest.

In addition, prior to October 15, 2027 (in the case of Intralot Fixed Rate Notes) or October 15, 2026 (in the case of Intralot Floating Rate Notes), Intralot Capital may redeem up to 40% of the aggregate principal amount of the Intralot Notes with the net cash proceeds of certain equity offerings at a redemption price equal to 106.750% (in the case of Intralot Fixed Rate Notes) of the principal amount plus accrued and unpaid interest, subject to certain conditions, including that at least 50% of the original aggregate principal amount of the Intralot Notes must remain outstanding immediately after each such redemption.

The Intralot Notes are not convertible into equity securities of Intralot Capital or any other entity.

Intralot Super Senior Revolving Credit Facility

Intralot Capital is a party to a Super Senior Revolving Credit Facility Agreement (the “Intralot RCF Agreement”) with various lenders and agents, providing for revolving credit commitments in an aggregate principal amount equal to the greater of €190.0 million and 40.0% of Intralot’s four-quarter consolidated EBITDA.

The facility may be utilized by way of revolving loans, letters of credit, or ancillary facilities.

The minimum utilization amount is €0.5 million for euro-denominated borrowings.

The Intralot RCF Agreement initially bears interest at the applicable reference rate plus a margin of 4.50% per annum, subject to future leverage-based adjustments ranging from 4.75% to 3.75% based on Intralot’s senior secured net leverage ratio.

Intralot Capital pays a commitment fee equal to 30% of the applicable margin on unused commitments, payable quarterly in arrears.

Letter of credit fees are equal to the applicable margin for revolving loans, plus a fronting fee of 0.125% per annum.

The facility matures on July 1, 2030.

As of March 31, 2026 (Successor) and December 31, 2025 (Successor), the Company had no borrowing outstanding under the Intralot RCF Agreement, no letters of credit outstanding, and €160.0 million of unused commitments available.

As of March 31, 2026 (Successor), the Company was in compliance with all covenants under its debt agreements and there were no defaults in principal, interest, sinking fund, or redemption provisions with respect to any of its outstanding indebtedness.

Except as noted above with respect to the waiver of the consolidated first lien net leverage ratio covenant under the Company’s Revolving Credit Facility, no waivers of acceleration or covenant violations were in effect as of March 31, 2026 (Successor).

The Company expects to be in compliance with all applicable covenants for the next twelve months.

New Term Loan Facility

On February 11, 2026, the Company entered into a new $1.1 billion term loan credit facility due 2031 (the “Term Loans”).

The Term Loans are secured by substantially all material assets of the Company and its wholly owned subsidiaries, subject to customary exceptions and exclusions.

Term Loan Facility and Revolving Credit Facility Repayments

On February 11, 2026, the Company repaid in full the outstanding balance under its Term Loan Facility, resulting in cash payments of $1.48 billion.

Additionally, in February 2026, the Company paid down $448.0 million of amounts outstanding under its Revolving Credit Facility, which had been drawn in January 2026 to fund the New York gaming license fee.

In accordance with Amendment No.

3, following the closing of the Bally’s Twin River sale-leaseback, the Company’s commitments under its Revolving Credit Facility were reduced by 22.5%.

Operating Leases

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

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.

Minimum rent payable under operating leases was $4.20 billion as of March 31, 2026, of which $223.1 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 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.

The Company’s Bally’s Kansas City and Bally’s Shreveport properties are leased under the terms of the “Master Lease No.

As of March 31, 2026 (Successor), the Company leases certain properties from GLPI under three separate master lease agreements, the “Master Lease,” the “Master Lease No.

2,” and the “Queen Master Lease.” 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.

The Company’s Bally’s Kansas City, Bally’s Shreveport, DraftKings at Casino Queen, The Queen Baton Rouge and Bally’s Twin River properties are leased under the terms of the Master Lease No.

2 which requires combined initial minimum annual payments of $118.3 million.

Both leases have an initial term of 15 years and include four, five-year options to renew and are subject to a minimum 1% annual escalation or greater escalation dependent on CPI.

Following the Merger, the Company also has a master lease agreement through Queen with GLPI, the “Queen Master Lease”, with The Queen Baton Rouge, The Belle of Baton Rouge, Casino Queen Marquette and DraftKings at Casino Queen properties being leased under the terms of the Queen Master Lease, which requires combined initial minimum annual payments of $31.7 million.

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.

This lease has an initial term of 50 years, with the possibility of extending up to 99 years through renewal options, and requires initial minimum annual payments of $10.5 million, subject to minimum 1% annual escalation or greater escalation dependent on CPI.

In 2024, the Company modified the lease and GLPI paid $48.6 million to the Company to fund the demolition of the building at the Tropicana Las Vegas site in exchange for increasing initial annual payments by $4.1 million, subject to a minimum 1% annual increase or greater based on CPI, for a total modified initial minimum annual payment of $14.6 million.

On July 17, 2025, the Company entered into the Chicago MLA, as described in Note 15 “Leases”, with GLP, that amended the existing ground lease for the property on which the Company plans to develop its Permanent Facility and a development agreement with GLP pursuant to which GLP has committed to advance up to $940 million for the payment of hard costs used to construct the Permanent Facility in exchange for increasing the amount of rent payable to GLP under the Chicago MLA.

The Company’s Bally’s Baton Rouge and Casino Queen Marquette properties are leased under the terms of the Queen Master Lease, which requires initial combined minimum annual payments of $3.0 million, plus annual development rent of $11.3 million.

All three leases have an initial term of 15 years and include four, five-year options to renew and are subject to a minimum 1% annual escalation or greater escalation dependent on CPI.

The renewal options are not reasonably certain of exercise as of March 31, 2026 (Successor).

On February 11, 2026, the Company completed the sale-leaseback of the land and real estate assets of Bally’s Twin River Lincoln Casino Resort to GLPI for total consideration of $700 million.

The transaction was structured as a tax-free capital contribution and a substantial portion of the proceeds was used to reduce the Company’s debt.

In connection with this transaction, the Bally’s Twin River property was added to Master Lease No.

2, increasing minimum annual payments by $56.0 million, and with annual escalations and extension options disclosed above.

During the three months ended March 31, 2026 (Successor), the Company recorded a gain of $105.8 million, within Gain on sale-leaseback in the condensed consolidated statements of operations, representing the difference in the transaction price and the derecognition of assets.

In addition to the properties under the master leases explained above, the Company leases land associated with Tropicana Las Vegas under a ground lease established with GLPI in 2022 and modified in 2024.

This lease has an initial term of 50 years, with the possibility of extending up to 99 years through renewal options, and requires initial minimum annual payments of $14.6 million, subject to minimum 1% annual increase or greater based on CPI.

As of March 31, 2026 (Successor), the renewal options are not considered reasonably certain to be exercised.

In 2025, the Company entered into a master lease agreement with GLPI (the “Chicago MLA”), for the property on which the Company plans to develop its Chicago Permanent Facility and a development agreement with GLPI (the “Chicago Development Agreement”) pursuant to which GLPI has committed to advance up to $940.0 million (the “GLPI Development Advances”) for the payment of hard costs used to construct the Chicago Permanent Facility in exchange for increasing the amount of rent payable to GLPI under the Chicago MLA.

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 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.

Initial annual rent under the Chicago MLA was $20.0 million, with additional rent equal to 8.5% of the GLPI Development Advances that are granted to the Company.

Under the Chicago Development Agreement, as construction occurs, the Company will recognize a construction receivable on the condensed consolidated balance sheets due from the GLPI.

To the extent costs exceed the amount to be reimbursed by GLPI, such costs are considered prepaid rent, which will be added to the associated operating lease right of use asset once the lease commences.

As of March 31, 2026 (Successor), the Company’s construction receivable balance, classified within Accounts receivable, net was $81.6 million, and its prepaid rent balance was $193.2 million.

Capital Expenditures

3 unchanged sentences

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 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.

Capital expenditures for the Successor three months ended March 31, 2026 were $38.9 million compared to $30.5 million and $16.4 million for the Successor period from February 8, 2025 to March 31, 2025 and the Predecessor period from January 1, 2025 to February 7, 2025, respectively.

For the Successor three months ended March 31, 2026, we continued our spending on our planned projects and maintenance at our casino properties.

Through the Chicago MLA, the Company has received reimbursement for capital expenditures during the three months ended March 31, 2026 (Successor), the Company received reimbursement of $97.9 million for capital expenditures related to the construction of the 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 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.

The project also provides the Company with the exclusive right to operate a temporary casino for up to three years while the permanent casino resort is constructed.

The temporary casino commenced operations on September 9, 2023 at the Medinah Temple and includes approximately 800 gaming positions and 3 food and beverage venues.

In 2024, we spent approximately $133.6 million related to the construction and development of our permanent casino and resort, which is expected to open to the public in 2026.

We expect future funding of the permanent casino construction to be primarily financed through the GPLI agreement noted above.

In connection with the entry into the host community agreement with the City of Chicago, the Company will be required to pay annual fixed host community impact fees of $4.0 million.

Additionally, in connection with the host community agreement, the Company provided the City of Chicago with a performance guaranty whereby the Company agreed to have and maintain available financial resources in an amount reasonably sufficient to allow the Developer to complete its obligations under the host community agreement.

In addition, upon notice from the City of Chicago that the Developer has failed to perform various obligations under the host community agreement, the Company has indemnified the City of Chicago against any and all liability, claim or reasonable and documented expense the City of Chicago may suffer or incur by reason of any nonperformance of any of the Developer’s obligations.

In furtherance of these obligations, the host community agreement requires us to spend at least $1.34 billion on the design, construction and outfitting of our temporary casino and our permanent resort and casino.

Approximately $40.0 million of the committed investment remains as of March 31, 2026.

Bally’s Chicago - Pursuant to the Host Community Agreement with the City of Chicago, Bally’s Chicago Operating Company, LLC, a majority owned subsidiary of the Company, is required to spend at least $1.34 billion on the design, construction and outfitting of its temporary casino and the permanent resort and casino.

The actual cost of the development may exceed this minimum capital investment requirement.

In addition, land acquisition costs and financing costs, among other types of costs, do not count towards satisfying such minimum expenditure.

In addition, land acquisition costs and financing costs, among other types of costs, are not counted toward meeting this requirement.

As of March 31, 2026 (Successor), approximately $600.0 million of this commitment remains.

We expect future funding of the permanent casino construction to be financed through the Chicago MLA agreement noted above and the Company’s capital resources.

Bally’s New York - In November 2025, we entered into a conveyance agreement (the “Conveyance Agreement”) with the City of New York (the “City”) where the City agreed to (i) dispose of certain parkland property interests to Bally’s New York (the “Development Parcel”), (ii) alienate certain parkland in order to grant Bally’s New York a non-exclusive easement over such lands for purposes of accessing the Development Parcel and (iii) discontinue certain lands as parkland and alienate and transfer jurisdiction of such lands to the City’s Department of Transportation for use as public roadways (the “Ring Road Parcel”) to facilitate access to the Development Parcel and so the Development Parcel may be used by the Company for a gaming facility.

The closing of the transactions contemplated by the Conveyance Agreement was contingent upon, among other things, (i) Bally’s New York’s agreement to make certain capital improvements to Bally’s Golf Links with a fair market value of approximately $161 million and (b) to deliver security instruments to the City to secure the performance and completion of such capital improvements, (ii) the Company being awarded a downstate gaming facility license from the New York State Gaming Commission, (iii) payment by Bally’s New York to the City’s Department of Parks & Recreation of an administrative fee in the amount of $1 million, (iv) Bally’s New York’s agreement to pay for all costs and expenses for the development and mapping of the Ring Road Parcel and (v) Bally’s New York’s payment of real property transfer taxes with respect to the transactions contemplated by the Conveyance Agreement.

Additionally, as part of the conditions for closing of the Conveyance Agreement, Bally’s New York amended its License Agreement and Licensor Consent with the City, which includes an obligation for Bally’s New York to design and construct a new permanent clubhouse on the licensed property.

New York Gaming License Commitments

In December 2025, the Company was awarded one of New York State’s three downstate commercial casino licenses for its planned Bally’s Bronx project, requiring the Company to pay a $500 million license fee, which was paid in the three months ended March 31, 2026 (Successor), as well as post a bond or cash deposit equal to 5% of the total project investment.

The Company must also implement its community benefit commitments, including periodic public reporting, and engage an independent Compliance Monitoring Team approved by the New York State Gaming Commission to oversee regulatory, anti‑money‑laundering, and community‑benefit compliance.

Additionally, in February 2026, the Company paid $115 million of the $125 million in total contingent consideration due to the seller of Bally’s Golf Links.

Other Contractual Obligations

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 September 30, 2025, obligations related to these agreements were $116.2 million, with contracts extending through 2036.

As of March 31, 2026, obligations related to these agreements were $105.4 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 September 30, 2025, the cumulative minimum obligation committed in these agreements is approximately $33.3 million, extending through 2029.

As of March 31, 2026, the cumulative minimum obligation committed in these agreements is approximately $25.3 million, extending through 2029.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”) and are not required to provide the information under this item.

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