What changed in this filing

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Item 1A. Risk Factors

2026-02-20 compared with 2025-02-21 · 51 added, 57 removed, 145 unchanged (43% of the section changed)

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In 2008, we experienced a profound reduction in consumer demand as a result of the economic recession in the U.S.

economy, and we are now experiencing the impacts of inflation, which are significantly impacting customer visitations and business revenue.

Consumer spending habits changed significantly due to the recession in 2008, and we expect that consumer behavior due to inflation may be similarly altered for an extended period of time.

economy, and we are now experiencing the impacts of inflation and other economic factors, which are significantly impacting customer visitations and business revenue.

Consumer spending habits changed significantly due to the recession in 2008, and we expect that consumer behavior due to inflation and other economic factors may be similarly altered for an extended period of time.

Because our business model relies on consumer expenditures on entertainment, luxury and other discretionary items, an ongoing economic downturn could materially adversely affect our operating results and financial condition.

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We rely extensively on our computer systems to process customer transactions, manage customer and employee data, and communicate with third-party vendors and other third parties, and we may also access the internet to use our computer systems.

Our operations require that we collect and store customer data, including credit card numbers and other personal information, for various business purposes, including marketing and promotional purposes.

We also collect and store personal information about our employees.

Our operations require that we collect and store customer and employee data, including credit card numbers and other personal information, for various business purposes, including marketing and promotional purposes.

Breaches of our security measures or information technology systems or the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information or sensitive personal information or confidential data about us, or our customers, or our employees, including the potential loss or disclosure of such information as a result of hacking or other cyber-attack, computer virus, fraudulent use by customers, employees or employees of third party vendors, trickery or other forms of deception or unauthorized use, or due to system failure, could expose us, our customers, our employees or other individuals affected to a risk of loss or misuse of this information, result in litigation and potential liability for us, damage our casino or brand names and reputations or otherwise harm our business, financial condition, and results of operations.

We rely on proprietary and commercially available systems, software, tools and monitoring to provide security for processing, transmitting, and storing of customer information, such as payment card, employee information and other confidential or proprietary information.

We rely on proprietary and commercially available systems, software, tools and monitoring to provide security for processing, transmitting, and storing customer information, such as payment card, employee information and other confidential or proprietary information.

Our data security measures are reviewed and evaluated regularly;

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Additionally, the collection of customer and employee personal information imposes various privacy compliance-related obligations on our business and increases the risks associated with a breach or failure of the integrity of our information technology systems.

The collection and use of personal data are governed by privacy laws and regulations enacted by the various states, the federal government of the United States, and various foreign jurisdictions.

The collection and use of personal data are governed by privacy laws and regulations enacted by the various states, the United States federal government, and various foreign jurisdictions.

Privacy laws and regulations continue to evolve and on occasion may be inconsistent between jurisdictions.

California has enacted the California Consumer Privacy Act of 2018 (the "CCPA"), which provides to California consumers certain access, deletion and opt-out rights related to their personal information, imposes civil penalties for violations and affords, in certain cases, a private right of action for data breaches.

For example, the California Consumer Privacy Act of 2018 (as amended by the California Privacy Rights Act of 2020, collectively, the "CCPA"), provides to California consumers certain access, deletion and opt-out rights related to their personal information, imposes civil penalties for violations and affords, in certain cases, a private right of action for data breaches.

Compliance with the CCPA may require us to incur significant costs and expenses.

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We compete with numerous gaming entertainment properties.

We also compete with other non-gaming resorts and vacation destinations and with various other casino and entertainment businesses, including online gaming websites, and could compete with any new forms of gaming that may be legalized in the future.

We also compete with other non-gaming resorts and vacation destinations and with various other casino and entertainment businesses, including online gaming websites and mobile applications, and could compete with any new forms of gaming that may be legalized in the future.

For example, there has been recent expansion of sports betting in various states with legislation allowing for sports betting in casinos and/or online.

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We face competition from nearby markets in addition to direct competition within our market areas.

Furthermore, competition from online platforms continues to increase.

With fewer new markets opening for development, competition in existing markets has also intensified in recent years.

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In accordance with the authoritative accounting guidance for goodwill and other intangible assets, we test our goodwill and indefinite-lived intangible assets for impairment annually or if a triggering event occurs.

We also test our long-lived assets for impairment if a triggering event occurs.

We perform our annual impairment testing for goodwill and indefinite-lived intangible assets as of October 1.

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Such requirements could result in increased costs related to regulatory compliance, including potential additional capital expenditures.

We can give no assurance that any additional licenses, permits and approvals that may be required will be given or that existing ones will be renewed.

We can give no assurance that any additional licenses, permits and approvals that may be required will be granted or that existing ones will be renewed.

Renewal is subject to, among other things, continued satisfaction of suitability requirements.

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In addition, worsening economic conditions could intensify the efforts of state and local governments to raise revenues through increases in gaming taxes, property taxes and/or by authorizing additional gaming properties each subject to payment of a new license fee.

It is not possible to determine with certainty the likelihood of changes in such laws or in the administration of such laws.

It is not possible to determine with certainty the likelihood of changes in the applicability or administration of such laws.

Such changes, if adopted, could have a material adverse effect on our financial condition, results of operations, and cash flows.

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If there is a prolonged disruption at any of our properties due to natural disasters or other catastrophic weather events, our business, results of operations and financial condition could be materially adversely affected.

In addition, the operations of critical suppliers could be negatively impacted by severe weather conditions, and which adversely affect our business.

In addition, the operations of critical suppliers could be negatively impacted by severe weather conditions, which could adversely affect our business.

There can be no assurance that we will be able to fully collect under our insurance coverage on any claims resulting from extreme weather conditions.

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Events adversely impacting the economy of these regions, including public health outbreaks and man-made or natural disasters, may adversely impact our business.

The California, Fremont and Main Street Station draw a substantial portion of their customers from the Hawaiian market, with such customers historically comprising more than half of the room nights sold at each property.

The California, Fremont and Main Street Station draw a substantial portion of their customers from the Hawaiian market, with such customers historically comprising approximately half of the room nights sold at each property.

Decreases in discretionary consumer spending, as well as an increase in fuel costs or transportation prices, a decrease in airplane seat availability, or a deterioration of relations with tour and travel agents, particularly as they affect travel between the Hawaiian market and our facilities, could adversely affect our business, financial condition and results of operations.

In recent years, this portion of our business was substantially disrupted due to the COVID-19 pandemic, including as a result of travel restrictions and quarantine requirements in Hawaii.

Our facilities, including our riverboats and dockside facilities, are subject to risks relating to mechanical failure and regulatory compliance.

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however, we do not retain fee ownership in the property.

Accordingly, we have no interest in the land or improvements thereon at the expiration of the leases.

Moreover, since we do not completely control the land underlying such property, a landowner could take certain actions to disrupt our rights in the land leased under the long-term leases.

Accordingly, we have no interest in the land or improvements thereon at the expiration of the lease.

Moreover, since we do not completely control the land underlying such property, a landowner could take certain actions to disrupt our rights in the land leased under a long-term lease.

While such interruption is unlikely, such events are beyond our control.

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This could have a material adverse effect on our business, financial condition and results of operations.

In addition, if some of our leased facilities should prove to be unprofitable, we could remain obligated for lease payments and other obligations under the leases even if we decided to withdraw from those locations.

In addition, if some of our leased facilities are unprofitable, we could remain obligated for lease payments and other obligations under the leases even if we withdrew from those locations.

Risks Related to our Indebtedness

We have a significant amount of indebtedness.

We and our subsidiaries had approximately $3.2 billion of long-term debt on a consolidated basis as of December 31, 2024 (of which approximately $1.3 billion was outstanding under the Credit Facility) and which included approximately $44.0 million of current maturities of long-term debt and excludes approximately $13.0 million in aggregate outstanding letters of credit.

In addition, an aggregate amount of approximately $895.7 million was available for borrowing under the Revolving Credit Facility as of December 31, 2024.

Our current debt instruments contain, and any future debt instruments likely will contain, a number of restrictive covenants that impose significant operating and financial restrictions on us, including restrictions on our ability to, among other things:

We have incurred a significant amount of indebtedness in the past and may incur significant indebtedness in the future, which could adversely affect our business and financial condition.

In the past, we have incurred significant indebtedness to fund the growth and development of our business.

We and our subsidiaries had approximately $2.1 billion of long-term debt on a consolidated basis as of December 31, 2025, which approximately $0.2 billion was outstanding under the Credit Facility (as defined below in "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Indebtedness "), and excluded approximately $12.7 million in aggregate outstanding letters of credit.

In addition, an aggregate amount of approximately $1,276.6 million was available for borrowing under the Revolving Credit Facility (as defined below in "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Indebtedness ") as of December 31, 2025.

We and our subsidiaries may incur substantial additional indebtedness in the future, including under our Credit Facility or in connection with expansion, development, investment or other strategic initiatives.

Our future ability to satisfy any debt obligations is subject, to some extent, to financial, market, competitive, legislative, regulatory, and other factors that are beyond our control.

If new debt is added to our consolidated debt levels, the risks associated with our indebtedness could increase, and substantial debt obligations could have negative consequences to our business, including increasing our vulnerability to adverse economic or industry conditions and requiring us to dedicate a significant portion of our cash flows to debt service rather than to operating or growth initiatives.

The terms of our Credit Facility and other debt instruments do not fully prohibit us or our subsidiaries from incurring additional indebtedness, and borrowings under the Credit Facility could be effectively senior to other indebtedness to the extent of the value of the collateral securing such borrowings.

Note 7, Long-Term Debt , included in the notes to our audited consolidated financial statements presented in Part II, Item 8, contains further disclosure regarding our current outstanding debt.

In addition, Note 16, Subsequent Events , includes further disclosure regarding our Amended and Restated Credit Agreement entered into on January 21, 2026 .

The restrictive covenants in our Credit Facility and other debt instruments may limit our operational and financial flexibility, and failure to comply with these covenants could adversely impact our business.

Our current debt instruments contain, and any future debt instruments are likely to contain, a number of restrictive covenants that impose significant operating and financial restrictions on us.

These covenants restrict our ability to, among other things:

incur additional debt, including providing guarantees or credit support;

5 unchanged sentences

enter into sale and leaseback transactions;

engage in any new businesses;

engage in new businesses;

and enter into transactions with our stockholders and our affiliates.

In addition, our Credit Facility contains certain financial covenants, including, without limitation, various covenants:

(i) requiring the maintenance of a minimum consolidated interest coverage ratio on a quarterly basis of 2.50 to 1.00 , (ii) requiring the maintenance of a maximum Consolidated Total Net Leverage Ratio ("CTNL Ratio") on a quarterly basis, (iii) imposing limitations on the incurrence of indebtedness and liens, (iv) imposing limitations on transfers, sales and other dispositions and (v) imposing restrictions on investments, dividends and certain other payments.

The maximum permitted CTNL Ratio is calculated as Consolidated Net Indebtedness to twelve-month trailing Consolidated EBITDA, as defined by the Credit Agreement.

Our maximum CTNL Ratio must be no higher than 4.50 to 1.00.

Failure to comply with these covenants could result in an event of default, which, if not cured or waived, could have a significant adverse effect on our business, results of operations and financial condition.

Note 7, Long-Term Debt, included in the notes to our audited consolidated financial statements presented in Part II, Item 8, contains further disclosure regarding our current outstanding debt.

In addition, our Credit Facility contains certain financial covenants, including, without limitation, covenants requiring us to maintain:

(i) a minimum consolidated interest coverage ratio on a quarterly basis of 2.50 to 1.00 , and (ii) a maximum Consolidated Total Net Leverage Ratio ("CTNL Ratio") on a quarterly basis.

The CTNL Ratio is calculated as Consolidated Net Indebtedness to twelve-month trailing Consolidated EBITDA, as defined by the Credit Agreement and must be no higher than 4.50 to 1.00.

Our Credit Facility also imposes limitations on the incurrence of indebtedness and liens, transfers, sales and other dispositions, and restrictions on investments, dividends and certain other payments.

Failure to comply with these covenants could result in an event of default, which, if not cured or waived, could result in the acceleration of our indebtedness and have a significant adverse effect on our business, results of operations and financial condition.

We require a significant amount of cash to service our debt.

Our ability to generate cash depends on many factors beyond our control.

Our ability to make payments on and to refinance our indebtedness and to fund planned capital expenditures and expansion efforts depends on our ability to generate cash.

This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control, including rising interest rates.

It is unlikely that our business will generate sufficient cash flows from operations or that future borrowings will be available to us under the Credit Facility in amounts sufficient for us to retire our current indebtedness as such indebtedness matures, and to fund our other liquidity needs.

We believe that we will need to refinance all or a portion of our current indebtedness at or before maturity and cannot provide assurances that we will be able to refinance any of our current indebtedness, including amounts borrowed under the Credit Facility on commercially reasonable terms, or at all.

We may have to adopt one or more alternatives, such as reducing or delaying planned expenses and capital expenditures, selling assets, restructuring debt, or obtaining additional equity or debt financing or joint venture partners.

These financing strategies may not be achieved on satisfactory terms, or at all.

Our ability to make payments, refinance, or otherwise service our indebtedness and to fund planned capital expenditures and expansion efforts depends on our ability to generate cash.

This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control, including interest rates.

Our business may not generate sufficient cash flows from operations, and future borrowings may not be available to us under the Credit Facility in amounts sufficient for us to retire our current indebtedness as such indebtedness matures and to fund our other liquidity needs.

If our cash flows from operations are insufficient, or if access to capital under our Credit Facility or other financing sources is limited, we may be required to refinance all or a portion of our indebtedness as it matures or seek alternative sources of liquidity.

There can be no assurance that refinancing or other financing will be available on commercially reasonable terms, or at all.

In such circumstances, we may be required to adjust our operating plans, including by reducing or delaying capital expenditures, disposing of assets, or pursuing alternative financing arrangements.

In addition, certain state laws contain restrictions on the ability of companies engaged in the gaming business to undertake certain financing transactions.

Such restrictions may prevent us from obtaining the necessary capital to meet our current repayment obligations.

Current and future economic, capital and credit market conditions could adversely affect our ability to service our substantial indebtedness and significant financial commitments or make planned expenditures .

Our ability to make payments on our substantial indebtedness and other significant financial commitments, including the rent payments under our leases, and to fund planned or committed capital expenditures and other investments depends on our ability to generate cash flow, borrow under the Credit Facility or incur new indebtedness.

Current and future economic, capital and credit market conditions could adversely affect our ability to service our indebtedness and other financial commitments or make planned expenditures .

Our ability to make payments on our indebtedness and other financial commitments, including the rent payments under our leases, and to fund planned or committed capital expenditures and other investments depends on our ability to generate cash flow, borrow under the Credit Facility or incur new indebtedness.

Capital market volatility and prevailing high interest rates increases our cost of capital.

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There is no assurance that any of these alternatives would be available to us, if at all, on satisfactory terms.

We and our subsidiaries are able to incur substantially more debt, which could further exacerbate the risks described above.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future.

The terms of our Credit Facility and the indentures governing our senior notes do not fully prohibit us or our subsidiaries from doing so.

Borrowings under the Credit Facility are effectively senior to our senior notes and the guarantees of our subsidiary guarantors to the extent of the value of the collateral securing such borrowings.

If new debt is added to our consolidated debt levels the related risks that we face could intensify.

If we pursue, or continue to pursue, any expansion, development, investment or renovation projects requiring capital beyond our available borrowing capacity, we expect that our long-term debt will substantially increase in connection with related capital expenditures.

This indebtedness could have important consequences, including:

difficulty in satisfying our obligations under our current indebtedness;

increasing our vulnerability to adverse economic and industry conditions;

requiring us to dedicate a substantial portion of our cash flows from operations to payments on our indebtedness, which would reduce the availability of our cash flows to fund working capital, capital expenditures, expansion efforts and other general corporate purposes;

limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

placing us at a disadvantage compared to our competitors that have less debt;

and limiting, along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to borrow additional funds.

We are required to pay a substantial amount of rent pursuant to our Master Lease agreements with GLPI, which impacts free cash flow and could limit our ability to invest in our operations or seek additional development or strategic opportunities.

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Current annual rent under the Master Leases is $113.8 million, with rental increases over time.

The Master Leases also include substantial additional obligations that may require future uses of free cash flow, including obligations to maintain and repair the properties, including minimum annual capital investment requirements, and provides that we have assumed the risk of loss with respect to any casualty or condemnation event, including the obligation to repair or rebuild the facility.

These obligations, should the circumstances arise, could significantly impact free cash flow and could adversely impact our ability to invest in our operations or seek additional development or strategic opportunities.

For example, our obligations under the Master Leases may:

limit our ability to prepay or repay our long-term debt and to obtain additional indebtedness;

limit our ability to fund working capital, capital expenditures and other general corporate purposes;

limit our ability to respond to changes in our business and the industry in which we operate, including pursuing new markets and additional lines of business, development opportunities, acquisitions and other strategic investments that we would otherwise pursue.

The Master Leases also include substantial additional obligations that may require future uses of free cash flow, including obligations to maintain and repair the properties and minimum annual capital investment requirements.

The Master Leases also provide that we assume the risk of loss with respect to any casualty or condemnation event, and we may be required to repair or rebuild the facility in such event.

These obligations, should the circumstances arise, could significantly impact free cash flow and adversely impact our ability to invest in our operations or seek additional development or strategic opportunities.

For example, our obligations under the Master Leases may limit our ability to:

prepay or repay our long-term debt or to obtain additional indebtedness;

fund working capital, capital expenditures and other general corporate activities;

respond to changes in our business and the industry in which we operate, including pursuing new markets and additional lines of business, development opportunities, acquisitions and other strategic investments that we might otherwise pursue.

Any of the above listed factors could have a material adverse effect on our business, financial condition and results of operations.

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Certain of our stockholders own large interests in our capital stock and may significantly influence our affairs.

Marianne Boyd Johnson, our Executive Chairman of the Board of Directors, together with her immediate family, beneficially owned approximat ely 27% of the Company's outstanding shares of common stock as of December 31, 2024.

As such, the Boyd family has the ability to significantly influence our affairs, including electing the members of our Board of Directors and, except as otherwise provided by law, approving or disapproving other matters submitted to a vote of our stockholders, including a merger, consolidation, or sale of assets.

Marianne Boyd Johnson, our Chairman, together with her immediate family, beneficially owned approximat ely 30% of the Company's outstanding shares of common stock as of December 31, 2025.

As such, the Boyd family could significantly influence our affairs, including electing the members of our Board of Directors and, except as otherwise provided by law, approving or disapproving other matters submitted to a vote of our stockholders, including a merger, consolidation, or sale of assets.

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-K

Item 1A. Risk Factors