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What changed in Accel Entertainment, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Accel Entertainment, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+285 added−341 removedSource: 10-K (2026-03-03) vs 10-K (2025-03-03)

Top changes in Accel Entertainment, Inc.'s 2025 10-K

285 paragraphs added · 341 removed · 212 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

31 edited+2 added−4 removed27 unchanged
Biggest changeWhere We Operate State Year Operations Started or Year of Acquisition Branding Operations Illinois 2012 Accel Entertainment • Establishments with a liquor license (Up to 6 gaming terminals) – Bars/restaurants/retail – Gaming cafes – Fraternal organizations – Veterans’ organizations • Truck stops (Up to 6 gaming terminals) • Large truck stops (Up to 10 gaming terminals) Illinois 2024 FanDuel Sportsbook and Horse Racing • Operate FanDuel Sportsbook & Racetrack, an active horse racing track in Collinsville, IL with ~50 annual race days • Planned opening of Phase I casino in the second quarter of 2025 with Phase II build out of a permanent facility anticipated to start shortly after the completion of Phase I. • Revenue share agreement with FanDuel to operate a sportsbook at Fairmount Park Montana 2022 Century Gaming • Business locations licensed to sell alcoholic beverages for on-premises consumption only, including locations restricted to offering a maximum of 20 slot machines 1 Table of Contents State Year Operations Started or Year of Acquisition Branding Operations Montana 2022 Grand Vision Gaming • Designs and manufactures gaming terminals and software that are sold to Montana, South Dakota, and West Virginia • Develops proprietary gaming terminals and related software as well as other ancillary equipment for our distributed gaming routes in Montana, Nevada, Nebraska and Georgia Nevada 2022 Century Gaming • Non-casino locations where gaming is incidental to the primary business being conducted at the location, including: – Grocery/drug/convenience stores – Bars/restaurants/taverns – Liquor stores • Games are generally limited to 15 or fewer slot machines with no other forms of gaming activity permitted Nebraska 2022 Accel Entertainment • Operate cash devices in retail locations throughout the state • Retail establishments include any business location that is open to the public for the sale of goods other than gaming terminals and that possesses a valid sales tax permit Georgia 2020 Bulldog Gaming • Operate skill-based coin-operated amusement machines with winnings paid by gift cards through redemption terminals or Bulldog Wallet, launched in October 2024, or for noncash merchandise, prizes, toys, gift cards, or novelties Louisiana 2024 Toucan Gaming • Truck stop gaming parlors (up to 50 gaming terminals) • Establishments with a liquor license (up to 3 gaming terminals) – Bars/restaurants/retail – Fraternal organizations – Veterans’ organizations Iowa 2021 Accel Entertainment • Operate amusement concessions, including games of chance and games of skill • Bars, taverns, and restaurants with a certain class of liquor license are permitted to operate up to four electrical or mechanical games of chance Pennsylvania 2023 Accel Entertainment • Operate gaming terminals at qualified truck stops • We are live with a partner truck stop Our Strategic Core Competencies Our strategic core competencies support our local business model and contribute to our industry-leading position: Gaming-as-a-service platform.
Biggest changeWhere We Operate State Year Operations Started or Year of Acquisition Branding Operations Illinois 2012 Accel Entertainment • Establishments with a liquor license (up to 6 gaming terminals) • Bars/restaurants/retail • Gaming cafes • Fraternal organizations • Veterans’ organizations • Truck stops (up to 6 gaming terminals) • Large truck stops (up to 10 gaming terminals) Illinois 2024 Fairmount Park – Casino & Racing • Operates a thoroughbred horse race track with 57 racing days planned for 2026 • Operates a casino with ~260 gaming positions • Revenue share agreement with FanDuel to operate a sportsbook • Offers attractive food and beverage offerings throughout the year Montana 2022 Century Gaming • Business locations licensed to sell alcoholic beverages for on-premises consumption only, including locations restricted to offering a maximum of 20 gaming terminals Montana 2022 Grand Vision Gaming • Designs and manufactures gaming terminals and software that are sold to Montana, South Dakota, and West Virginia • Develops proprietary gaming terminals and related software as well as other ancillary equipment for our distributed gaming routes in Montana, Nevada, Nebraska and Georgia 1 Table of Contents State Year Operations Started or Year of Acquisition Branding Operations Montana 2023 Yellowstone Casino and other local retail/parlor locations • Retail gaming locations licensed to sell alcoholic beverages and offering a maximum of 20 gaming terminals • Certain locations have attractive food offerings • Currently, we have five parlor locations Nevada 2022 Century Gaming • Non-casino locations where gaming is incidental to the primary business being conducted at the location, including: – Grocery/drug/convenience stores – Bars/restaurants/taverns – Liquor stores • Games are generally limited to 15 or fewer gaming terminals with no other forms of gaming activity permitted Nebraska 2022 Accel Entertainment • Operates cash devices in retail locations throughout the state • Retail establishments include any business locations that are open to the public for the sale of goods other than gaming terminals and that possesses a valid sales tax permit Georgia 2020 Bulldog Gaming • Operates skill-based coin-operated amusement machines with winnings paid by gift cards through redemption terminals or Bulldog Wallet or for noncash merchandise, prizes, toys, gift cards, or novelties Louisiana 2024 Toucan Gaming • Truck stop gaming parlors (up to 60 gaming terminals) • Establishments with a liquor license (up to 4 gaming terminals) – Bars/restaurants/retail – Fraternal organizations – Veterans’ organizations Iowa 2021 Accel Entertainment • Operates amusement concessions, including gaming terminals • Bars, taverns, and restaurants with a certain class of liquor license are permitted to operate up to four electrical or mechanical games of chance Pennsylvania 2023 Accel Entertainment • Licensed to operate at qualified truck stops • Actively exploring opportunities Our Strategic Core Competencies Our strategic core competencies support our local business model and contribute to our industry-leading position: Gaming-as-a-service platform.
We believe that there is potential for additional growth in the markets we serve, including: • Signing competitors’ locations. • Identifying prospects for engagement after current contracts with other partners expire. 3 Table of Contents • Optimizing revenues for gaming terminals we currently operate through refined data analysis, marketing and other initiatives. • Increasing distribution possibilities through corporate partners who operate multiple locations, such as chain stores. • Driving profitability through operational execution to strategically position ourselves for growth and strong margins.
We believe that there is potential for additional growth in the markets we serve, including: • Signing competitors’ locations. • Identifying prospects for engagement after current contracts with other partners expire. • Optimizing revenues for gaming terminals we currently operate through refined data analysis, marketing and other initiatives. • Increasing distribution possibilities through corporate partners who operate multiple locations, such as chain stores. 3 Table of Contents • Driving profitability through operational execution to strategically position ourselves for growth and strong margins.
In the distributed gaming industry, we generally operate in markets where our terminal revenue splits are either statutorily determined or negotiated, as follows: Statutory Splits Negotiated Splits Net terminal income splits are statutorily predetermined; minimum and maximum wagers are mandated by the applicable governing bodies Net terminal income splits are negotiated Pricing is not considered a factor as revenue splits with our locations are mandated by law Pricing is driver in contract negotiations as all revenue splits are negotiated Location and customer experience are key differentiating factors for selecting us over our competitors Our focus on player appeal, customer service and reputation are also key factors impacting competition Our markets with statutory splits are: Illinois, Georgia, Pennsylvania Our markets with negotiated splits are: Montana, Nevada, Nebraska, Iowa, Louisiana We face particularly robust competition from other forms of gaming.
In the distributed gaming industry, we generally operate in markets where our terminal revenue splits are either statutorily determined or negotiated, as follows: Statutory Splits Negotiated Splits Net terminal income splits are statutorily predetermined; minimum and maximum wagers are mandated by the applicable governing bodies Net terminal income splits are negotiated Pricing is not considered a factor as revenue splits with our locations are mandated by law Pricing is a driver in contract negotiations as all revenue splits are negotiated Location and customer experience are key differentiating factors for selecting us over our competitors Our focus on player appeal, customer service and reputation are also key factors impacting competition Our markets with statutory splits are: Illinois, Georgia, Pennsylvania Our markets with negotiated splits are: Montana, Nevada, Nebraska, Iowa, Louisiana We face particularly robust competition from other forms of gaming.
The program is focused on rewarding employees for company performance and the contributions that each employee has made in delivering those results. • Paid time off program that balances the needs of our employee population that offers two wellness days and a floating holiday to supplement our paid holiday schedule. • 401(k) company match program helps our employees to achieve their financial retirement goals. • Union-sponsored multiemployer benefit plans for certain of our union employees, which includes the participation in several multiemployer defined benefit pension plans under terms of a collective bargaining agreement • Employee assistance program that provides free and confidential counseling to all employees and their families. • Various employee leave programs including: ◦ Fully paid parental/adoption leave ◦ Company paid short-term disability for 12-weeks of paid leave at 60% of weekly earnings 7 Table of Contents ◦ Voluntary long-term disability benefits ◦ FMLA availability ◦ Military family leave benefits that support employees whose family members are on active duty or who need to care for a service member • Adoption assistance which provides for the reimbursement of eligible costs up to a predetermined maximum per adoption • An employee referral bonus program to incentivize our employees to help us recruit strong candidates in their network • ACES, a peer-to-peer employee recognition program, rewards individuals who exceed expectations and consistently demonstrate Accel's core values. • CareShare Program which allows eligible employees to share commissions with other employees.
The program is focused on rewarding employees for company performance and the contributions that each employee has made in delivering those results. • Paid time off program that balances the needs of our employee population that offers two wellness days and two floating holidays to supplement our paid holiday schedule. • 401(k) company match program helps our employees to achieve their financial retirement goals. • Union-sponsored multiemployer benefit plans for certain of our union employees, which includes the participation in several multiemployer defined benefit pension plans under terms of a collective bargaining agreement • Employee assistance program that provides free and confidential counseling to all employees and their families. • Various employee leave programs including: ◦ Fully paid parental/adoption leave ◦ Company paid short-term disability for 12-weeks of paid leave at 60% of weekly earnings ◦ Voluntary long-term disability benefits ◦ FMLA availability 7 Table of Contents ◦ Military family leave benefits that support employees whose family members are on active duty or who need to care for a service member • Adoption assistance which provides for the reimbursement of eligible costs up to a predetermined maximum per adoption • An employee referral bonus program to incentivize our employees to help us recruit strong candidates in their network • ACES, a peer-to-peer employee recognition program, rewards individuals who exceed expectations and consistently demonstrate Accel's core values. • CareShare Program which allows eligible employees to share commissions with other employees.
If we are presented with advantageous opportunities, we may acquire or develop other businesses that are complementary to our core gaming business, including: • Expanding local entertainment where favorable competitive landscape leads to collecting a greater share of location economics through selectively owning establishments through vertical integration. • Establishing close to home, convenient gaming parlors, casinos, hospitality/retail locations and other gaming operations that highlight our technology-enabled gaming equipment and have an attractive offering of food and beverage options. • Offering versatile and customer-friendly player rewards programs that can be tailored to the markets we operate in based on statutory regulations, including: bonus games, promotions for players based on the frequency of play, increased daily redemption amounts, and promotions. • Expanding amusement operations, including jukeboxes, dartboards, pool tables, dart leagues and other amusement equipment to provide our local businesses with a wide array of quality devices to help attract more customers.
If we are presented with advantageous opportunities, we may acquire or develop other businesses that are complementary to our core gaming business, including: • Expanding local entertainment where favorable competitive landscape leads to collecting a greater share of location economics through vertical integration by selectively owning establishments. • Establishing close to home, convenient gaming parlors, casinos, hospitality/retail locations and other gaming operations that highlight our technology-enabled gaming equipment and have an attractive offering of food and beverage options. • Offering versatile and customer-friendly player rewards programs that can be tailored to the markets we operate in based on statutory regulations, including: bonus games, promotions for players based on the frequency of play, increased daily redemption amounts, and promotions. • Expanding amusement operations, including jukeboxes, dartboards, pool tables, dart leagues and other amusement equipment to provide our local businesses with a wide array of quality devices to help attract more customers.
Suppliers We purchase multi-game gaming terminals from leading manufacturers such as Light & Wonder, Inc., International Game Technology (“IGT”), Aristocrat and Novomatic. We purchase gaming terminals in upright, slant and bar-top varieties. Games include different varieties of slots, poker, and keno games.
Suppliers We purchase multi-game gaming terminals from leading manufacturers such as Light & Wonder, Inc., International Game Technology, Aristocrat and Novomatic. We purchase gaming terminals in upright, slant and bar-top varieties. Games include different varieties of slots, poker, and keno games.
Our racing operations will only operate during the months where the weather is conducive to racing, which is typically from late spring through the early fall. Holidays, vacation seasons and sporting events may also cause our revenues to fluctuate.
Our horse racing operations will only operate during the months where the weather is conducive to racing, which is typically from late spring through the early fall. Holidays, vacation seasons and sporting events may also cause our revenues to fluctuate.
The distributed gaming industry is characterized by an increasingly high degree of competition among a large number of participants on both a local and national level, including casinos, Internet gaming, sports betting, sweepstakes and poker machines not located in casinos, horse racetracks (including those 5 Table of Contents featuring slot machines and/or table games), fantasy sports, real money iGaming, and other forms of gaming.
The distributed gaming industry is characterized by an increasingly high degree of competition among a large number of participants on both a local and national level, including casinos, Internet gaming, sports betting, sweepstakes and poker machines not located in casinos, horse racetracks (including those featuring slot machines and/or table games), fantasy sports, real money iGaming, and other forms of gaming.
Casino and Racing Our Fairmount Park (Casino & Racing) property operates in a highly competitive environment and will primarily compete for customers with other casinos in the surrounding regional gaming markets. This property competes to a lesser extent with state-sponsored lotteries, off-track wagering, card parlors, online gambling, and other forms of legalized gaming in the U.S.
Casino and Racing Fairmount operates in a highly competitive environment and will primarily compete for customers with other casinos in the surrounding regional gaming markets. This property competes to a lesser extent with state-sponsored lotteries, off-track wagering, card parlors, online gambling, and other forms of legalized gaming in the U.S.
Established gaming jurisdictions could also award additional gaming licenses or permit the expansion or relocation of existing gaming operations. Distributed Gaming We compete on the basis of the responsiveness of our service to our locations and players, and the popularity, content, features, quality, functionality and reliability of our products.
Established gaming jurisdictions could also award additional gaming licenses or permit the expansion or relocation of existing gaming operations. Distributed Gaming We compete in the distributed gaming landscape on the basis of the responsiveness of our service to our locations and players, and the popularity, content, features, quality, functionality and reliability of our products.
Our gaming-as-a-service platform provides our local partners with a turnkey, full-service, capital-efficient gaming solution, including: • Business-to-business model secured by long-term, exclusive contracts, allowing for predictable, highly recurring revenue streams with strong loyalty and retention. • Technology-enabled gaming equipment from leading manufacturers and our own proprietary Grand Vision Gaming equipment that provide the most captivating titles in slots entertainment; specifically, we offer our players 135 different types of gaming terminal models and almost 2,000 different games, one of the broadest selections of high quality offerings in distributed gaming. • Data reporting solutions and analytics, offering insight and advice to help maximize revenues and grow. • Strong marketing, compliance, cash management, financial and technical support systems, all of which remain in-house to boost efficiency and enhance our ability to provide best-in-class service. 2 Table of Contents Strong relationships with location partners.
Our gaming-as-a-service platform provides our local partners with a turnkey, full-service, capital-efficient gaming solution, including: • Business-to-business model secured by long-term, exclusive contracts, allowing for predictable, highly recurring revenue streams with strong loyalty and retention; • Technology-enabled gaming equipment from leading manufacturers and our own proprietary Grand Vision Gaming equipment that provide the most captivating titles in slots entertainment; specifically, we offer our players over 150 different types of gaming terminal models and almost 2,000 different games, one of the broadest selections of high quality offerings in distributed gaming; • Data reporting solutions and analytics, offering insight and advice to help maximize revenues and grow; and • Strong marketing, compliance, cash management, financial and technical support systems, all of which remain in-house to boost efficiency and enhance our ability to provide best-in-class service.
Even Internet wagering services that may be illegal under federal and state law but operate from overseas locations, may nevertheless sometimes be accessible to domestic gamblers and divert players from visiting location partners to play on our gaming terminals.
Even Internet wagering services that may be illegal under federal and state law but 5 Table of Contents operate from overseas locations, may nevertheless sometimes be accessible to domestic gamblers and divert players from visiting location partners to play on our gaming terminals.
We have prioritized establishing strong, lasting relationships with our location partners since our inception, providing unparalleled support, such as: • Dedicated relationship managers assisting with regulatory applications and compliance onboarding, training on how to engage with players and potential players, monitoring individual gaming areas for compliance, cleanliness and comfort and recommend potential changes to improve player gaming. • Providing individualized weekly gaming revenue reports analyzing and comparing gaming results, which can be used to determine an optimal selection of games, layouts and other ideas to generate foot traffic. • Offering value-added services such as amusement solutions, dart leagues, prize pools, and ATMs, which are a key competitive advantage.
We have prioritized establishing strong, lasting relationships with our location partners since our inception, providing unparalleled support, such as: 2 Table of Contents • Employing dedicated relationship managers who assist with regulatory applications and compliance onboarding, train on how to engage with players and potential players, monitor individual gaming areas for compliance, cleanliness and comfort and recommend potential changes to improve player gaming. • Providing individualized weekly gaming revenue reports analyzing and comparing gaming results, which can be used to determine an optimal selection of games, layouts and other ideas to generate foot traffic. • Offering value-added services such as amusement solutions, dart leagues, prize pools, and ATMs, which are a key competitive advantage.
Our key growth strategies include: Grow in current markets both organically and inorganically.
Our key growth strategies include: Growing in current markets both organically and inorganically.
We strive to promote a welcoming workplace that fosters partnership with location owners and encourages our employees to bring their best ideas to work every day. As of December 31, 2024, we employ approximately 1,500 people nationwide, and protecting the safety, health, and well-being of our employees is a top priority.
We strive to promote a welcoming workplace that fosters partnership with location owners and encourages our employees to bring their best ideas to work every day. As of December 31, 2025, we employed over 1,600 people nationwide, and protecting the safety, health, and well-being of our employees is a top priority.
In the highly competitive gaming industry, trademarks, service marks, trade names and logos are important to the success of our business. As of December 31, 2024, we owned 432 registered trademarks. We also rely on software or technologies that we license from third parties.
In the highly competitive gaming industry, trademarks, service marks, trade names and logos are important to the success of our business. We also rely on software or technologies that we license from third parties.
We continue to evaluate where to expand our distributed gaming operations, including: • Evaluating other mature gaming jurisdictions where gaming terminals are currently legal, such as Oregon, South Dakota and West Virginia. • Monitoring various states and other jurisdictions that have proposed legislation to permit gaming terminals or other forms of gaming, such as Alabama, Indiana, Kansas, Maine, Michigan, Missouri, Mississippi, New Hampshire, New Jersey, New Mexico, New York, North Carolina, Ohio, Virginia and Wyoming.
We continue to evaluate where to expand our distributed gaming operations, including: • Evaluating other mature gaming jurisdictions where gaming terminals are currently legal, such as Oregon, South Dakota and West Virginia. • Monitoring various states and other jurisdictions that have proposed legislation to permit gaming terminals or other forms of gaming, such as Alabama, Indiana, Kansas, Maine, Michigan, Missouri, Mississippi, New Hampshire, New Jersey, New Mexico, New York, North Carolina, Ohio, Virginia and Wyoming. • Evaluating opportunities in new jurisdictions, such as the City of Chicago in Illinois, where the Chicago City Council recently passed an ordinance to allow the operation of gaming terminals.
We strive to achieve an injury-free work environment and continue to have zero tolerance for unsafe work conditions for our employees who continue to move, support and sell our products and services. As of December 31, 2024, approximately 220 employees were covered by 11 union contracts and 6 unions 6 Table of Contents agreements.
We strive to achieve an injury-free work environment and continue to have zero tolerance for unsafe work conditions for our employees who continue to move, support and sell our products and services. As of December 31, 2025, approximately 147 employees were covered by union contracts or agreements.
We have not experienced material interruptions of operations due to disputes with our employees. Our human capital management focuses on the following priorities: Talent Recruitment and Management We seek to provide employees with rewarding work, professional growth and educational opportunities.
We have not experienced material interruptions of operations due to disputes with our employees. Our human capital management focuses on the following priorities: 6 Table of Contents Talent Recruitment and Management We seek to provide employees with rewarding work, professional growth and educational opportunities. We place an emphasis on training and development for all levels of our workforce.
Expand into new states that we do not operate in.
Expanding into new states and jurisdictions that we do not operate in.
Distributed gaming is supported by generally favorable trends, including an increasing number of states contemplating approving gaming to increase tax revenues, broader acceptance in the U.S. of gaming generally, including online and digital gaming, an aging population that appreciates the convenience of gaming entertainment close to home, expected resilience through economic downturns and attractive revenue and return on invested capital profiles.
Distributed gaming operations facilitate a low revenue concentration per gaming location, and low-limit slots are more resilient to economic downturn as consumers typically continue to engage in locally convenient, lower cost forms of entertainment in such circumstances. 4 Table of Contents Distributed gaming is supported by generally favorable trends, including an increasing number of states contemplating approving gaming to increase tax revenues, broader acceptance in the U.S. of gaming generally, including online and digital gaming, an aging population that appreciates the convenience of gaming entertainment close to home, expected resilience through economic downturns and attractive revenue and return on invested capital profiles.
Upon insertion of cash, electronic cards or vouchers, or any combination thereof, the gaming terminal is available to play or simulate the play of a video game such as video poker, slots and keno, and in which players may receive free games or credits that can be redeemed for cash or merchandise. 4 Table of Contents Distributed gaming operations facilitate a low revenue concentration per gaming location, and low-limit slots are more resilient to economic downturn as consumers typically continue to engage in locally convenient, lower cost forms of entertainment in such circumstances.
Upon insertion of cash, electronic cards or vouchers, or any combination thereof, the gaming terminal is available to play or simulate the play of a video game such as video poker, slots and keno, and in which players may receive free games or credits that can be redeemed for cash or merchandise.
We continually evaluate legislative efforts in states where future opportunities would permit our business to operate in new locations/states/municipalities. We are positioning ourselves to take advantage of, and expand into those new jurisdictions, should the opportunity arise. Evaluate additional business opportunities.
We are positioning ourselves to take advantage of, and expand into those new jurisdictions, should the opportunity arise. Evaluating additional business opportunities.
The 2025 racing season is planned for April - October 2025. The casino property and associated racetrack will generate revenues and expenses from slot machines, video table games, ancillary food and beverage services, commission on pari-mutuel wagering, racing event-related services, and other miscellaneous operations. The racetrack license supports the casino license.
Casino and Racing In 2025, we opened a racino at Fairmount in the greater St. Louis/southern Illinois market. The casino property and associated racetrack generates revenues and expenses from slot machines, video table games, a sports book, ancillary food and beverage services, commission on pari-mutuel wagering, racing event-related services, and other miscellaneous operations. The racetrack license supports the casino license.
These programs include: • Executive Development Program: This program focuses on accelerating the leadership development of high-potential employees while they remain in their current roles.
We also offer more targeted training opportunities as part of the Accel Academy that focus on developing our people in our prioritized leadership competencies. These programs include: • Executive Development Program: This program focuses on accelerating the leadership development of high-potential employees while they remain in their current roles.
ITEM 1. BUSINESS Who We Are We are a leading distributed gaming and local entertainment operator in the United States (“U.S.”) and a preferred partner for local business owners in the markets we serve. We offer turnkey, full-service gaming solutions to bars, restaurants, convenience stores, truck stops, and fraternal and veteran establishments across the country.
ITEM 1. BUSINESS Who We Are We are a leading distributed gaming operator in the United States (“U.S.”), as well as a developer of brick-and-mortar casinos that serve local gaming markets and horse racing venues. We are a preferred partner for local business owners in the markets we serve.
We place an emphasis on training and development for all levels of our workforce to ensure that people of every background have the tools to reach their full potential. All new employees participate in a structured on-boarding experience to provide broad exposure and understanding of all parts of the business and organization before starting their functional training.
All new employees participate in a structured on-boarding experience to provide broad exposure and understanding of all parts of the business and organization before starting their functional training. Formal new hire training ranges from 2 weeks to 6 months, depending on the employee's job function.
Formal new hire training ranges from 2 weeks to 6 months, depending on the employee's job function. We leverage a Performance Management Program that supports the unique development of each employee and utilize continuous coaching conversations to help all employees and managers work more effectively together.
We leverage a Performance Management Program that supports employee development and utilize continuous coaching conversations to help employees and managers work more effectively together. For further growth and development of our workforce, we broadly make available skill training and development to increase individual productivity.
Our operations offer a complementary source of revenue for our location partners by offering a “one-stop” solution of support, service, and equipment through: • Providing unmatched customer support, guidance, and expertise so our location partners can grow their businesses with incremental revenue. • Installing, maintaining, operating and servicing gaming terminals and related equipment for our location partners as well as redemption devices that have automated teller machine (“ATM”) functionality and stand-alone ATMs, driving game play and player loyalty. • Offering amusement devices, including jukeboxes, dartboards, pool tables, and other entertainment related equipment that enhance customer experience and engagement.
We install, maintain, operate and service games of chance and games of skill, which we refer to as gaming terminals, and related equipment for our location partners as well as redemption devices that have automated teller machine (“ATM”) functionality and stand-alone ATMs. We offer amusement devices, including jukeboxes, dartboards, pool tables, and other entertainment related equipment.
We also design and manufacture gaming terminals and related equipment. We are continuously evaluating additional opportunities that are complementary to our core business.
These operations provide a complementary source of lead generation for our gaming business by offering a “one-stop” source of additional equipment for our location partners. We also design and manufacture gaming terminals and related equipment.
Our ability to succeed in implementing our growth strategy will depend to some degree upon our ability to grow inorganically.
Our ability to succeed in implementing our growth strategy will depend to some degree upon our ability to grow inorganically. As such, we continue to pursue expansion and acquisition opportunities in gaming and related businesses. We continually evaluate legislative efforts in states where future opportunities would permit our business to operate in new locations/states/municipalities.
Removed
In strategic markets, we are the owner and operator of our own retail establishments, and gaming and entertainment venues.
Added
We offer turnkey, full-service gaming solutions to bars, restaurants, convenience stores, truck stops, and fraternal and veteran establishments across the country as well as casinos and horse racing venues. Our focus is providing unmatched customer support, guidance, and expertise so our location partners can grow their businesses with an additional revenue stream.
Removed
As such, we continue to pursue expansion and acquisition opportunities in gaming and related businesses, as demonstrated by our expansion into the Louisiana market in November 2024 and the successful acquisition in December 2024 of FanDuel Sportsbook and Horse Racing in Illinois, which will expand our operations into local casino gaming and horse racing.
Added
We are continuously evaluating additional opportunities that are complementary to our core business, such as our acquisition of Fairmount Park – Casino & Racing (“Fairmount”) in Collinsville, Illinois. In April 2025, the casino opened and the racing season began at Fairmount.
Removed
Casino and Racing Starting in 2025, we plan to open a casino at the FanDuel Sportsbook and Racktrack in the greater St. Louis/southern Illinois market, with Phase I of the casino opening in second quarter 2025 and the Phase II build out of a permanent facility anticipated to start shortly after the completion of Phase I.
Removed
For further growth and development of our workforce, we broadly make available skill training and development to increase individual productivity. We also offer more targeted training opportunities as part of the Accel Academy that focus on developing our people in our prioritized leadership competencies.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

92 edited+44 added−105 removed73 unchanged
Biggest changeAdditional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the heading “Risk Factors” and should be carefully considered, together with other information in this Form 10-K and our other filings with the SEC, before making an investment decision regarding our Class A-1 common stock • Our operating results are likely to vary significantly and be unpredictable. • Our success depends on our ability to offer new and innovative products and services that fulfill the needs of location partners and create strong and sustained player appeal. • We are dependent on relationships with key manufacturers, developers and third parties to obtain gaming terminals, amusement machines, and related supplies, programs, and technologies for our business on acceptable terms. • Our future results of operations may be negatively impacted by slow growth in demand for gaming terminals and by the slow growth of new gaming jurisdictions and related regulations. • We depend heavily on our ability to win, maintain and renew contracts with location partners. • Adverse economic conditions or decreased discretionary spending may adversely impact our business. • Our ability to operate in existing markets or expand into new jurisdictions could be adversely affected by difficulties, delays, or failures by us or our stakeholders in obtaining or maintaining required licenses or approvals. • Our business is geographically concentrated, which subjects us to greater risks from changes in local or regional conditions.
Biggest changeAdditional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the heading “Risk Factors” and should be carefully considered, together with other information in this Form 10-K and our other filings with the SEC, before making an investment decision regarding our Class A-1 common stock. • Our ability to operate in existing markets and to expand into new jurisdictions depends on obtaining, maintaining and renewing a complex set of licenses and regulatory approvals, which vary widely by jurisdiction and can be extensive. • Our revenue growth and future success depends on successfully entering and scaling in new markets and introducing new and appealing products and services amid uncertain market demand and regulatory outcomes, none of which is assured. • We operate in the highly competitive and evolving gaming and entertainment landscape, and our ability to sustain growth depends on maintaining our competitive position across distributed gaming and adjacent areas of entertainment. • We are dependent on a concentrated network of key manufacturers, developers and third party providers for gaming terminals, amusement machines, and related software, content, and technologies. • We depend heavily on our ability to win, maintain and renew contracts with location partners. • Our expansion into casino operations and horse racing may not be successful. • Our results of operations are highly sensitive to discretionary consumer spending and broader macroeconomic and socio-political conditions; our concentration in Illinois, Montana and Nevada heightens exposure to local conditions. • We are subject to strict government regulations that are constantly evolving and may be amended, repealed, or subject to new interpretations, which may limit existing operations, have an adverse impact on the ability to grow or may expose us to fines or other penalties. • Our success depends on the security, integrity and regulatory compliance of our products, services and systems; technical incidents, cyber events, product defects or integrity failures could result in regulatory action, liability and reputational harm. • Our business depends on the protection of intellectual property and proprietary information. • We may not be able to capitalize on trends and changes in the gaming industries, and efforts to curtail the expansion of legalized gaming, if successful, could limit our growth of operations. • Our level of indebtedness and the cash required to service it could adversely affect our results of operations and liquidity. • Certain stockholders own a significant portion of our Class A-1 common stock, and they may have interests that differ from those of other stockholders. 9 Table of Contents Risks Related to Our Business and Industry Our ability to operate in existing markets and to expand into new jurisdictions depends on obtaining, maintaining and renewing a complex set of licenses and regulatory approvals, which vary widely by jurisdiction and can be extensive.
In many cases, we are attempting to enter into or expand our presence in these newer markets and where the appeal and success of gaming terminals and other forms of entertainment has not yet been proven.
In many cases, we are attempting to enter into or expand our presence in these newer markets, where the appeal and success of gaming terminals and other forms of entertainment has not yet been proven.
In particular, the enactment of unfavorable legislation or government efforts affecting or directed at gaming terminal manufacturers or gaming operators, such as referendums to increase gaming taxes or requirements to use local distributors, or similar unfavorable legislation or government efforts affecting or directed at horse racing, would likely have a negative impact on our operations.
In particular, the enactment of unfavorable legislation or government efforts affecting or directed at gaming terminal manufacturers or gaming operators, such as referendums to increase gaming taxes or requirements to use local distributors, or similar unfavorable legislation or government efforts affecting or directed at gaming or horse racing, would likely have a negative impact on our operations.
The termination, expiration or failure to renew one or more of its contracts with its location partners could cause us to lose substantial revenue, which could have an adverse effect on our ability to win or renew other contracts or pursue growth initiatives.
The termination, expiration or failure to renew one or more of our contracts with our location partners could cause us to lose substantial revenue, which could have an adverse effect on our ability to win or renew other contracts or pursue growth initiatives.
In the event we pursue significant acquisitions or other expansion opportunities, conduct significant repurchases of outstanding securities, or refinance or repay existing debt, we may need to raise additional capital either through the public or private issuance of equity or debt securities or through additional borrowings under our existing financing arrangements, which sources of funds may not necessarily be available on acceptable terms, if at all. 22 Table of Contents Our level of indebtedness could adversely affect our results of operations, cash flows and financial condition.
In the event we pursue significant acquisitions or other expansion opportunities, conduct significant repurchases of outstanding securities, or refinance or repay existing debt, we may need to raise additional capital either through the public or private issuance of equity or debt securities or through additional borrowings under our existing financing arrangements, which sources of funds may not necessarily be available on acceptable terms, if at all. 19 Table of Contents Our level of indebtedness could adversely affect our results of operations, cash flows and financial condition.
Holders of Class A-1 common stock are subject to certain gaming regulations, and if a holder is found unsuitable by a gaming authority, that holder would not be able to, directly or indirectly, beneficially own Class A-1 common stock. Holders of common stock are subject to certain gaming regulations.
Holders of our Class A-1 common stock are subject to certain gaming regulations, and if a holder is found unsuitable by a gaming authority, that holder would not be able to, directly or indirectly, beneficially own our Class A-1 common stock.
We have paid a penalty with respect to an alleged violation in one municipality (see Note 20, Commitments and Contingencies, of the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K) and have received notice of a potential violation from another municipality. Additionally, membership changes within regulatory agencies could impact operations.
We have paid a penalty with respect to an alleged violation in one municipality, see Note 20 Commitments and Contingencies, of the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K and have received notice of a potential violation from another municipality. Additionally, membership or policy changes within regulatory agencies could impact operations.
The Rubenstein Family’s influence over our management could have the effect of delaying or preventing a change in control or otherwise discouraging a potential acquirer from attempting to obtain control of us, which could cause the market price of our Class A-1 common stock to decline or prevent public stockholders from realizing a premium over the market price for our Class A-1 common stock.
Clairvest’s and the Rubenstein Family’s influence over our management could have the effect of delaying or preventing a change in control or otherwise discouraging a potential acquirer from attempting to obtain control of us, which could cause the market price of our Class A-1 common stock to decline or prevent public stockholders from realizing a premium over the market price for our Class A-1 common stock.
Gordon Rubenstein, each disclaim legal or beneficial ownership of any shares of Class A-1 common stock owned or controlled by the others, the Rubenstein Family have and may exert significant influence over corporate actions requiring stockholder approval. In addition, each of Mr. Andrew Rubenstein and Mr. Gordon Rubenstein are members of the Board.
Gordon Rubenstein disclaim legal or beneficial ownership of any shares of Class A-1 common stock owned or controlled by the others, the Rubenstein Family has and may exert significant influence over corporate actions requiring stockholder approval. In addition, each of Mr. Andrew Rubenstein and Mr. Gordon Rubenstein are members of the Board.
Clairvest or its affiliates may also pursue acquisition opportunities that may be complementary to (or competitive with) our business, and as a result those acquisition opportunities may not be available to us. Prospective investors should consider that the interests of Clairvest may differ from their interests in material respects.
Clairvest or its affiliates may also pursue acquisition opportunities that may be complementary to (or competitive with) our business, and as a result those acquisition opportunities may not be available to us. Prospective investors should consider that the interests of Clairvest and the Rubenstein Family may differ from their interests in material respects.
Risks related to our Financial Condition We may not have sufficient cash flows from operating activities, cash on hand and available borrowings under the Credit Agreement to finance our required capital expenditures under new gaming or amusement contracts and to meet our other cash needs.
Risks Related to our Financial Condition We may not have sufficient cash flows from operating activities, cash on hand and available borrowings under the New Credit Facility to finance our required capital expenditures under new gaming or amusement contracts and to meet our other cash needs.
So long as any such stockholder with director nomination rights continues to directly or indirectly own a significant amount of our outstanding equity interests and any individuals affiliated with such stockholder are members of the Board and/or any committees thereof, such major stockholder may be able to exert substantial influence over us and may be able to exercise its influence in a manner that is not in the interests of our other stakeholders.
So long as any such stockholder with director nomination rights continues to directly or indirectly own a significant amount of our outstanding equity interests and any individuals affiliated with such stockholder are members of the Board and/or any committees thereof, 21 Table of Contents such major stockholder may be able to exert substantial influence over us and may be able to exercise its influence in a manner that is not in the interests of our other stakeholders.
Additionally, Clairvest and its affiliates are in the business of making investments in companies and owning real estate, and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us or that supply us with goods and services.
In addition, Clairvest and its affiliates are in the business of making investments in companies and owning real estate and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us or that supply us with goods and services.
However, these measures may not be sufficient to prevent future attacks, breaches or disruptions. There is a risk that our products, services or systems may be used to defraud, launder money or engage in other illegal activities at its location s. Our gaming machines have also experienced anomalies in the past.
However, these measures may not be sufficient to prevent future attacks, breaches or disruptions. There is a risk that our products, services or systems may be used to defraud, launder money or engage in other illegal activities at its locations. Our gaming machines have also experienced anomalies in the past.
We cannot assure you that all of the steps we have taken to protect our trademarks will be adequate to prevent imitation of our trademarks by others. The unauthorized use or reproduction of our trademarks could diminish the value of our brand and its market acceptance, competitive advantages or goodwill, which could adversely affect our business.
We cannot assure you that all of the steps we have taken to protect our trademarks will be adequate to prevent imitation of our trademarks by others. The unauthorized use or reproduction of our 18 Table of Contents trademarks could diminish the value of our brand and its market acceptance, competitive advantages or goodwill, which could adversely affect our business.
Any claims brought against us by location partners or players may result in the diversion of management’s time and attention, expenditure of large amounts of cash on legal fees and payment of damages, lower demand for products or services, or injury to reputation.
Any claims brought against us by location partners or players may result in the diversion of management’s time and attention, expenditure of large amounts of cash on legal fees and payment of damages, lower demand for products or 17 Table of Contents services, or injury to reputation.
Our ability to prevent anomalies and monitor and ensure the quality and integrity of our products and services is periodically reviewed and enhanced, and we regularly assess the adequacy of security systems, including the security of our games and software, to protect against any material loss to location 21 Table of Contents partners and players, as well as the integrity of our products and services and our games.
Our ability to prevent anomalies and monitor and ensure the quality and integrity of our products and services is periodically reviewed and enhanced, and we regularly assess the adequacy of security systems, including the security of our games and software, to protect against any material loss to location partners and players, as well as the integrity of our products and services and our games.
Our results of operations, cash flows and financial condition could be affected by natural events in the locations in which we or our location partners, suppliers or regulators operate. We may be impacted by severe weather and other geological events, which could potentially be exacerbated by climate change.
Our results of operations, cash flows and financial condition could be affected by natural disasters or other events outside our control in the locations in which we or our location partners, suppliers or regulators operate. We may be impacted by severe weather and other geological events, which could potentially be exacerbated by climate change.
Gordon Rubenstein (together, the “Rubenstein Family”) collectively beneficially own approximately 12% of the shares of our Class A-1 common stock. Although each of Mr. Andrew Rubenstein and Mr.
Gordon Rubenstein (together, the “Rubenstein Family”) collectively beneficially own approximately 11% of the shares of our Class A-1 common stock. Although each of Mr. Andrew Rubenstein and Mr.
A lack of trust in the fairness of the horse racing or casino industries could have a material adverse impact on our operations. Our distributed gaming industry operations are located in markets where terminal revenue splits are either statutorily determined or negotiated.
A lack of trust in the fairness of the horse racing or casino industries could have a material adverse impact on our operations. 13 Table of Contents Our distributed gaming industry operations are located in markets where terminal revenue splits are either statutorily determined or negotiated.
Monitoring the unauthorized use of our intellectual property is difficult. Litigation may be necessary to enforce our intellectual property rights or to determine the validity and scope of the proprietary rights of others. Litigation of this type 20 Table of Contents could result in substantial costs and diversion of resources.
Monitoring the unauthorized use of our intellectual property is difficult. Litigation may be necessary to enforce our intellectual property rights or to determine the validity and scope of the proprietary rights of others. Litigation of this type could result in substantial costs and diversion of resources.
Our business sometimes involves the storage, processing and transmission of proprietary, confidential and personal information, and any future player program we may institute will also involve such information. We also maintain certain other proprietary and confidential information relating to our business and personal information of our personnel.
Our business sometimes involves the storage, processing and transmission of proprietary, confidential and personal information, and any future player program we may institute will also involve such information. We also maintain 16 Table of Contents certain other proprietary and confidential information relating to our business and personal information of our personnel.
We believe that our success depends, in large part, on providing secure products, services and systems to location s and players, and on the ability to avoid, detect, replicate and correct software and hardware anomalies and fraudulent manipulation of products and services.
We believe that our success depends, in large part, on providing secure products, services and systems to locations and players, and on the ability to avoid, detect, replicate and correct software and hardware anomalies and fraudulent manipulation of products and services.
In addition, as of December 31, 2024, approximately 10% of the shares of our Class A-1 common stock was beneficially owned by Mr. Andrew Rubenstein, approximately 2% of the shares of our Class A-1 common stock was beneficially owned by his brother, Mr. Gordon Rubenstein, and Mr. Andrew Rubenstein, together with Mr.
In addition, as of December 31, 2025, approximately 10% of the shares of our Class A-1 common stock was beneficially owned by Mr. Andrew Rubenstein, approximately 1% of the shares of our Class A-1 common stock was beneficially owned by his brother, Mr. Gordon Rubenstein, and Mr. Andrew Rubenstein, together with Mr.
Additionally, in the event of the occurrence of any such issues with our products and services, substantial resources may be diverted from other projects to correct these issues, which may delay other projects and the achievement of strategic objectives.
In addition, in the event of the occurrence of any such issues with our products and services, substantial resources may be diverted from other projects to correct the issues, which may delay other projects and the achievement of strategic objectives.
For example, 55 municipalities in Illinois have adopted ordinances requiring the collection of additional taxes, the enforceability of which is currently being contested by the Illinois Gaming Machine Operators Association.
For example, a number of municipalities in Illinois have adopted ordinances requiring the collection of additional taxes, the enforceability of which is currently being contested by the Illinois Gaming Machine Operators Association.
Any default or failure by a lender in its obligation to fund its commitment under the delayed draw and/or revolving credit facilities (or its participation in letters of credit) could limit our liquidity to the extent of the defaulting lender’s commitment and otherwise adversely affect us.
Any default or failure by a lender in its obligation to fund its commitment under the revolving credit facility (or its participation in letters of credit) could limit our liquidity to the extent of the defaulting lender’s commitment and otherwise adversely affect us.
We face significant competition from other gaming and entertainment operations, and our success in part relies on maintaining our competitive advantages and market share in key markets. We face significant competition from other operators of gaming terminals.
We face significant competition from other gaming and entertainment operations, and our success in part relies on maintaining our competitive advantages and market share in key markets.
See “ Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Business Metrics ” for more information. While we believe these figures to be reasonable and that our reliance on them is justified, there can be no assurance that such figures are reliable or accurate.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Business Metrics” for more information. While we believe these figures to be reasonable and that our reliance on them is justified, there can be no assurance that such figures are reliable or accurate.
Such changes to existing standards or changes in their interpretation may cause an adverse deviation from our revenue and operating profit target, which may negatively impact our results of operations, cash flows and financial condition. Our business depends on the protection of trademarks and other intellectual property. We believe that our success depends, in part, on protecting our intellectual property.
Such changes may cause an adverse deviation from our revenue and operating profit target, which may negatively impact our results of operations, cash flows and financial condition. Our business depends on the protection of trademarks and other intellectual property. We believe that our success depends, in part, on protecting our intellectual property.
We are subject to the rules, regulations, and laws applicable to gaming and racing facilities/horse racing, including, but not limited to, the Illinois Video Gaming Act, the Illinois Horse Racing Act of 1975, the Pennsylvania Gaming Act, the Georgia Lottery for Education Act, the Montana Video Gaming Control Act, the Nevada Gaming Control Act and the Louisiana Gaming Control Law.
We are subject to complex laws and regulations governing gaming and horse racing, including, but not limited to, the Illinois Video Gaming Act, the Illinois Horse Racing Act of 1975, the Pennsylvania Gaming Act, the Georgia Lottery for Education Act, the Montana Video Gaming Control Act, the Nevada Gaming Control Act and the Louisiana Gaming Control Law.
While our subsidiaries (including those holding gaming licenses) manage their respective operations in the ordinary course, Clairvest may be able to significantly influence the outcome of matters submitted for action by directors of the Board, subject to our directors’ obligation to act in the interest of all of our 24 Table of Contents stakeholders, and for stockholder action, including the designation and appointment of the Board (and committees thereof) and approval of significant corporate transactions, including business combinations, consolidations and mergers.
Accordingly, while our subsidiaries (including those holding gaming licenses) manage their respective operations in the ordinary course, each of Clairvest and the Rubenstein Family may be able to significantly influence the outcome of matters submitted for action by directors of the Board, subject to our directors’ obligation to act in the interest of all of our stockholders, and for stockholder action, including the designation and appointment of the Board (and committees thereof) and approval of significant corporate transactions, including business combinations, consolidations and mergers.
Any failure to maintain high-quality levels of service, or a market perception that we do not maintain a high-quality service to our location s, could harm our reputation, our ability to market to existing and prospective location partners, and our results of operations, cash flows and financial condition.
Any failure to maintain high-quality levels of service, or a market perception that we do not maintain a high-quality service to our location s, could jeopardize the retention or renewal of location partner contracts and harm our reputation, our ability to market to existing and prospective location partners, and our results of operations, cash flows and financial condition.
For example, we could be impacted by fires, hurricanes, tornados, earthquakes or floods that could disrupt operations, including our operation of our recently-acquired racetrack that holds outdoor events, or the operations of our location partners, suppliers, data service providers and regulators.
For example, we could be impacted by fires, hurricanes, tornados, earthquakes or floods that could disrupt operations, including our Fairmount racino that holds outdoor events, or the operations of our location partners, suppliers, data service providers and regulators.
Furthermore, our lenders, including the lenders participating in our delayed draw and/or revolving credit facilities under the Credit Agreement, may become insolvent or tighten their lending standards, which could make it more difficult for us to borrow under our delayed draw and/or revolving credit facilities or to obtain other financing on favorable terms or at all.
Furthermore, our lenders, including the lenders participating in our revolving credit facility under the New Credit Facility, may become insolvent or tighten their lending standards, which could make it more difficult for us to borrow under our revolving credit facility or to obtain other financing on favorable terms or at all.
Certain of our key business metrics, including number of locations, number of gaming terminals and other measures to evaluate growth trends and the quality of marketing and player behaviors, are calculated using data from Light & Wonder, Inc., a 17 Table of Contents contractor of the IGB.
Certain of our key business metrics, including number of locations, number of gaming terminals and other measures to evaluate growth trends and the quality of marketing and player behaviors, are calculated using data from Light & Wonder, Inc., a contractor of the Illinois Gaming Board (“IGB”).
There can be no assurance that we will be granted waivers or amendments to these agreements if for any reason we are unable to comply with these obligations or that we will be able to refinance our debt on terms acceptable or at all.
There can be no assurance that we will be granted waivers or amendments to these agreements if for any reason we are unable to comply with these obligations or that we will be able to refinance our debt on terms acceptable or at all. Risks Related to Our Common Stock Clairvest Group Inc.
In addition to regulatory compliance risk, Illinois, Montana, Nevada or any other states or other jurisdiction in which we operate or may operate (including jurisdictions at the county, district, municipal, town or borough level), may amend or repeal gaming or horse racing enabling legislation or regulations.
In addition to regulatory compliance risk, Illinois, Montana, Nevada or any other states or other jurisdictions in which we operate or may operate (including at the local level), may amend or repeal gaming or horse racing enabling legislation or regulations.
In addition, as we continue to grow, a larger percentage of our sales force will be new to us and our business, which may adversely affect our sales if we cannot train our sales force quickly or effectively. Attrition rates may increase, and we may face integration challenges as we continue to seek to expand our sales force.
In addition, as we continue to grow, a larger percentage of our sales force will be new to us and our business, which may adversely affect our sales if we cannot train our sales force quickly or effectively.
Litigation may adversely affect our business, results of operations, cash flows and financial condition. We are currently involved in several lawsuits. See Note 20, Commitments and Contingencies, of the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for more information.
We are currently involved in several lawsuits. See Note 20, Commitments and Contingencies, of the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for more information.
Our business generally requires significant upfront capital expenditures for gaming terminals and amusement machines, software customization and implementation, systems and equipment installation and telecommunications configuration.
Our business generally requires significant upfront capital expenditures for gaming terminals and amusement machines, software customization and implementation, systems and equipment installation and telecommunications configuration, and we often incur costs before we receive any revenue.
Our future results of operations may be negatively impacted by slow growth in demand for gaming terminals and by the slow growth of new gaming jurisdictions. Slow growth or declines in the demand for gaming terminals could reduce the demand for our services and negatively impact our results of operations, cash flows and financial condition.
At the same time, slow growth or declines in demand for gaming terminals could reduce demand for our services and negatively impact our results of operations, cash flows and financial condition.
In addition, we are subject to other rules and regulations related to our business and operations, including rules and regulations concerning the sale and service of alcoholic beverages. 18 Table of Contents Although we plan to maintain compliance with applicable laws as they evolve and to generally maintain good relations with regulators, there can be no assurance that we will do so, and that law enforcement or gaming or other regulatory authorities will not seek to restrict our business in their jurisdictions or institute enforcement proceedings if we are not compliant.
In addition, we are subject to other rules and regulations related to our business and operations, including rules and regulations concerning the sale and service of food and alcoholic beverages. Although we plan to maintain compliance with applicable laws as they evolve and to generally maintain good relations with regulators, there can be no assurance that we will do so.
Risks Related to Compliance and Regulatory Matters We are subject to strict government regulations that are constantly evolving and may be amended, repealed, or subject to new interpretations, which may limit our existing operations, have an adverse impact on our ability to grow or may expose us to fines or other penalties.
As a result, unfavorable seasonal conditions could have a material adverse effect on our business, financial condition and results of operations. 15 Table of Contents Risks Related to Compliance and Regulatory Matters We are subject to strict government regulations that are constantly evolving and may be amended, repealed, or subject to new interpretations, which may limit our existing operations, have an adverse impact on our ability to grow or may expose us to fines or other penalties.
If we do not have adequate liqu idity or are u nable to obtain financing for these upfront costs and other cash needs on favorable terms or at all, we may not be able to pursue certain contracts, which could result in the loss of business or restrict our ability to grow.
If we do not have adequate liquidity or are unable to obtain any necessary financing for these upfront costs or other cash needs, we may be unable to pursue certain contracts, which could result in the loss of business or restrict our ability to grow.
So long as the Rubenstein Family continues to directly or indirectly own a significant amount of our outstanding equity interests and any individuals affiliated with members of the Rubenstein Family are members of the Board and/or any committees thereof, and the Rubenstein Family may be able to exert substantial influence over us and may be able to exercise its influence in a manner that is not in the interests of our other stakeholders.
So long as Clairvest or the Rubenstein Family continue to directly or indirectly own a significant amount of our outstanding equity interests and have Board representation, they may be able to exert substantial influence over us and may be able to exercise its influence in a manner that is not in the interests of our other stockholders.
If any of the products we provide are defective, we may be required to recall the products and/or repair or replace them, which could result in substantial expenses and affect profitability.
The products that we provide to our location partners could be defective, fail to perform as designed or otherwise cause harm to players or location partners. If any of the products we provide are defective, we may be required to recall the products and/or repair or replace them, which could result in substantial expenses and affect profitability.
Significant assumptions and estimates used in preparing consolidated financial statements include among other things, the useful lives for depreciable and amortizable assets, income tax provisions, the evaluation of the future realization of deferred tax assets, projected cash flows in assessing the initial valuation of intangible assets in conjunction with business acquisitions, the initial selection of useful lives for depreciable and amortizable assets in conjunction with business acquisitions, contingencies, and the expected term of share-based compensation awards and stock price volatility when computing share-based compensation expense.
We base our estimates on historical experience and on various other assumptions that management believes to be reasonable under the circumstances, as provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Significant assumptions and estimates used in preparing consolidated financial statements include among other things, the useful lives for depreciable and amortizable assets, income tax provisions, the evaluation of the future realization of deferred tax assets, projected cash flows in assessing the initial valuation of intangible assets in conjunction with business acquisitions, the initial selection of useful lives for depreciable and amortizable assets in conjunction with business acquisitions, contingencies, and the expected term of share-based compensation awards and stock price volatility when computing share-based compensation expense.
Software bugs or malfunctions, errors in distribution or installation of our software, failure of products to perform as approved by the appropriate 19 Table of Contents regulatory bodies or other errors or malfunctions, may subject us to investigation or other action by gaming regulatory authorities, including fines.
Software bugs or malfunctions, errors in distribution or installation of our software, failure of products to perform as approved by the appropriate regulatory bodies or other errors or malfunctions, may subject us to investigation or other action by gaming regulatory authorities, including fines. Litigation may adversely affect our business, results of operations, cash flows and financial condition.
Although these incidents have not had a material impact to date on our business, results of operations, financial condition or reputation to date, a future failure of these third parties’ security systems and infrastructure could adversely affect us.
Although these incidents have not had a material impact on our business, results of operations, financial condition or reputation to date, a future failure of these third parties’ security systems and infrastructure could adversely affect us. We may be liable for product defects or other claims relating to our products that we provide to our location partners.
In addition, such lenders could terminate commitments to lend money, if any. In the event our lenders accelerate the repayment of our borrowings, we may not have sufficient assets to repay that indebtedness.
In the event our lenders accelerate the repayment of our borrowings, we may not have sufficient assets to repay that indebtedness.
Any serious disruption to our operations, or those of our location partners, suppliers, data service providers, or regulators, could have an adverse effect on our results of operations, cash flows and financial condition.
Any serious disruption to our operations, or those of our location partners, suppliers, data service providers, or regulators, could have an adverse effect on our results of operations, cash flows and financial condition. Our operations have historically been subject to seasonal fluctuations in operating results, and we can expect to experience such fluctuations in the future.
Once we install gaming terminals and amusement machines in location partners, those location partners rely on our support to resolve any related issues.
If we fail to offer a high-quality experience, our business and reputation may suffer. Once we install gaming terminals and amusement machines in location partners, those location partners rely on our support to resolve any related issues.
There can be no assurance that gaming will have success with new location partners or in new markets, or that we will succeed in capturing a significant or even acceptable market share in any new markets.
There can be no assurance that gaming will have success with new location partners or in new markets, or that we will succeed in capturing a significant or even acceptable market share in any new markets. If we fail to successfully expand into these markets, we may have difficulty growing our business and may lose business to our competitors.
Our future success and growth depend in large part on the successful addition of new locations as partners (whether through organic growth, such as conversions from competitors or partner relationships) and on the entry into new markets.
Our revenue growth and future success depend in large part on the successful addition of new locations as partners (whether through organic growth or acquisitions) and on the entry into new markets. Our ability to succeed in new markets depends in part on displacing entrenched competitors and developing or expanding sales channels and leveraging partner relationships.
Moreover, even with the expansion of gaming into new jurisdictions, the opening of new location s and the addition of new gaming terminals and amusement machines in existing location s, demand for our services could decline due to the desires of location partners, unfavorable economic conditions, failure to obtain regulatory approvals and the availability of financing.
Even with the expansion of gaming into new jurisdictions, the opening of new locations and the addition of new gaming terminals and amusement machines in existing locations, demand for our services may decline due to location partner preferences, unfavorable economic conditions, the failure to obtain regulatory approvals, or the availability of financing for location partners and for us, any of which could constrain growth, reduce returns on new deployments, and divert resources from other initiatives.
The importance of high-quality customer service to our location s will increase as we expand our business and pursue new location partners and potentially expand into new jurisdictions.
The importance of high-quality customer service to our location s will increase as we expand our business and pursue new location partners and potentially expand into new jurisdictions. In some cases, we depend on third parties to resolve such issues, the performance of which is out of our control.
Additionally, we commit significant amounts of resources and employee time to understanding the inherent historical patterns of gaming results within individual location partners. We use this pattern recognition process to implement more optimal gaming layouts for location partners, with the goal of generating increased gaming revenue.
We use this pattern recognition process to implement more optimal gaming layouts for location partners, with the goal of generating increased gaming revenue.
As of December 31, 2024, we had total indebtedness of $597.4 million, all of which was borrowed under the Credit Agreement, and had approximately $143.5 million of availability.
As of December 31, 2025, we had total indebtedness of approximately $612 million, all of which was borrowed under the New Credit Facility (as defined herein), and we had approximately $288 million of availability.
In addition, borrowings under our existing revolving credit facilities may be subject to capacity under an available borrowing base. The agreements governing our indebtedness impose certain restrictions that may affect the ability to operate our business.
In addition, borrowings under our existing revolving credit facility are subject to customary conditions precedent as set forth in the New Credit Facility. The agreements governing our indebtedness impose certain restrictions that may affect the ability to operate our business.
A breach of the covenants or restrictions under the agreements governing our indebtedness could result in an event of default under the applicable indebtedness. Such a default may allow our lenders to accelerate the related indebtedness, which may result in the acceleration of other indebtedness to which a cross-acceleration or cross-default provision applies.
Such a default may allow our lenders to accelerate the related indebtedness, which may result in the acceleration of other indebtedness to which a cross-acceleration or cross-default provision applies. In addition, such lenders could terminate commitments to lend money, if any.
We may not be able to capitalize on the expansion of gaming or other trends and changes in the gaming industries, including changes due to laws and regulations governing these industries, and other factors. We participate in new and evolving aspects of the gaming industries. These industries involve significant risks and uncertainties, including legal, business and financial risks.
We may not be able to capitalize on trends and changes in the gaming industries, including changes due to laws and regulations governing these industries, and efforts to curtail the expansion of legalized gaming, if successful, could limit our growth of operations. We participate in new and evolving aspects of the gaming industries.
The fast-changing environment in these industries can make it difficult to plan strategically and can provide opportunities for competitors to grow their businesses at our expense. Consequently, our future results of operations, cash flows and financial condition may be difficult to predict and may not grow at expected rates.
These industries involve significant risks and uncertainties, including legal, business and financial risks. The fast-changing environment in these industries can make it difficult to plan strategically and can provide opportunities for competitors to grow their businesses at our expense.
If a holder is found unsuitable by a gaming authority, that holder would not be able to, directly or indirectly, beneficially own Class A-1 common stock. Gaming authorities have very broad discretion in determining whether an applicant should be deemed suitable.
If a holder is found unsuitable by a gaming authority, that holder would not be able to, directly or indirectly, beneficially own our Class A-1 common stock. Gaming regulators have broad discretion to deny, limit, condition, restrict, revoke, or suspend approvals and to impose fines.
Additionally, our revenue, business, result of operations, cash flows and financial condition could be negatively affected if our location partners sell or merge themselves or their location s with other entities.
In addition, our revenue, business, results of operations, cash flows and financial condition could be negatively affected if our location partners sell or merge themselves or their locations with other entities. Upon the sale or merger of such locations, our location partners could choose to no longer partner with us and decide to contract with our competitors.
Prior to our December 2024 acquisition of Fairmount, we had not previously designed, developed and operated a casino or operated a racetrack.
Prior to our December 2024 acquisition of Fairmount, we had not previously designed, developed and operated a casino or racetrack. Horse racing is highly dependent on people not only attending outdoor live horse races but also wagering on and sponsoring them.
As of December 31, 2024, approximately 20% of the shares of our Class A-1 common stock was beneficially owned by affiliates of Clairvest. Following the consummation of the merger of TPG Pace Holding Corp. (“TPG”) and Accel Entertainment, Inc. (the “ Business Combination ” ), one director was jointly nominated by TPG and Clairvest, Mr. Kenneth B. Rotman, and Mr.
Following the consummation of the merger of TPG Pace Holding Corp. (“TPG”) and Accel Entertainment, Inc. (the “Business Combination”), one director was jointly nominated by TPG and Clairvest, Mr. Kenneth B. Rotman, and Mr. Rotman remains a member of the Board as a representative of Clairvest.
Notwithstanding the general regulatory trend of liberalization, there also continues to be significant debate over, and opposition to, the gaming industry.
To varying degrees, governments have taken steps to change the regulation of gaming terminals through the implementation of new or revised licensing and taxation regimes. Notwithstanding the general regulatory trend of liberalization, there also continues to be significant debate over, and opposition to, the gaming industry.
Provisions in our Charter designate the Court of Chancery of the State of Delaware, to the fullest extent permitted by law, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, and provisions in our Bylaws also provide that the federal district courts will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act which could limit the ability of our stockholders to obtain a favorable judicial forum for disputes with us or with our directors, officers or employees and may discourage stockholders from bringing such claims.
Provisions in our Charter and Bylaws designate certain state and federal courts as the exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders or that arise under the Securities Act, which may discourage stockholders from bringing such claims.
In order to increase our revenue and achieve and sustain profitability, we intend to increase the size of our sales force to generate additional revenue from new and existing location s. 14 Table of Contents Our ability to achieve significant revenue growth will depend, in large part, on our success in recruiting, training, and retaining sufficient numbers of in-house and independent sales personnel to support growth.
Our ability to achieve significant revenue growth will depend, in large part, on our success in recruiting, training, and retaining sufficient numbers of in-house and independent sales personnel to support growth. New sales personnel require significant training and can take a number of months to achieve full productivity.
If we fail to accurately anticipate the needs of location and player preferences, we could lose business to competitors, which would adversely affect our results of operations, cash flows and financial condition. We may not have the financial resources needed to introduce new products or services on a timely basis or at all.
Failure to accurately anticipate the needs of location and player preferences could result in loss of business to competitors, which would adversely affect our results of operations, cash flows and financial condition.
Furthermore, hackers and data thieves are becoming increasingly sophisticated and could operate large-scale and complex automated attacks.
Furthermore, hackers and data thieves are becoming increasingly sophisticated and could operate large-scale and complex automated attacks. Moreover, the rapid evolution and increased adoption of artificial intelligence (“AI”) technologies may intensify our cybersecurity risks.
In some cases, we depend on third parties to resolve such issues, the performance of which is out of our control. Further, our success is highly dependent on business reputation and positive recommendations from existing location partners.
Further, our success is highly dependent on business reputation and positive recommendations from existing location partners.
While each registration rights holder (as defined in the registration rights agreement) has agreed not to effect any sale or distribution of its registrable shares if such sale or distribution would, or would reasonably be expected to, constitute or result in a “change of control” or similar event under our or our subsidiaries’ credit facilities, as contractual restrictions on resale end, the sale or possibility of sale of these shares could have the effect of increasing the volatility in the market price of our Class A-1 common stock or decreasing the market price itself.
As contractual restrictions on resale end, the sale or possibility of sale of these shares could have the effect of increasing the volatility in the market price of our Class A-1 common stock or decreasing the market price itself.
The Charter provides that, to the fullest extent permitted by law, unless we consent to the selection of an alternative forum, and subject to the Court of Chancery of the State of Delaware having personal jurisdiction over the parties named as defendants therein, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for: • any derivative action or proceeding brought on our behalf; • any action asserting a claim of breach of a fiduciary duty owed by any of our directors or officers to us or our stockholders, creditors or other constituents; • any action asserting a claim against us or any of our directors or officers arising pursuant to any provision of the Delaware General Corporate Law (“DGCL”), the Charter or the Bylaws (as either may be amended and/or restated from time to time); or • any action asserting a claim against us that is governed by the internal affairs doctrine.
Our Charter designates the Court of Chancery of the State of Delaware as the exclusive forum, to the fullest extent permitted by law and subject to exceptions outlined in the Charter, for certain actions brought on the Company’s behalf; asserting a claim of breach of a fiduciary duty owed by any of our directors or officers; asserting a claim arising pursuant to Delaware law, the Charter or the Bylaws, or asserting a claim governed by the internal affairs doctrine.
Our ability to generate revenue and to continue to procure new contracts will depend on, among other things, our then present liquidity levels or our ability to obtain additional financing on commercially reasonable terms.
Historically, we have funded these upfront costs through cash flows generated from operations, available cash on hand and borrowings under our credit facility. Our ability to generate revenue and to continue to procure new contracts will depend on, among other things, our liquidity levels or the availability of financing on commercially reasonable terms.
Our success and competitive position are largely dependent upon, among other things, the efforts and skills of our senior executives and management team, including Andrew H.
Our success and competitive position are largely dependent upon, among other things, the efforts and skills of our senior executives and management team. The loss of the services of these persons or other key personnel could deplete our institutional knowledge and could have an adverse effect on our business, financial condition, and results of operations.
Gaming laws in Illinois, Georgia, Pennsylvania, Montana, Nevada and other regulated gaming jurisdictions also require any person who acquires beneficial ownership of more than 5% of voting securities of a gaming company to notify the gaming authorities, and gaming authorities may require such holders to apply for qualification or a finding of suitability, subject to limited exceptions for “institutional investors” that hold a company’s voting securities for investment purposes only.
Gaming regulators in Illinois, Georgia, Louisiana, Pennsylvania, Montana, Nevada and other jurisdictions may require disclosure, investigation, and qualification or suitability determinations for stockholders, particularly those who acquire beneficial ownership of more than 5% of voting securities of a gaming company.
Risks Related to Our Business and Industry Our ability to operate in existing markets or expand into new jurisdictions could be adversely affected by difficulties, delays, or failures by us or our stakeholders in obtaining or maintaining required licenses or approvals. We operate only in jurisdictions where gaming is legal.
We operate only in jurisdictions where gaming is legal. Our ability to operate in existing markets and to expand into new jurisdictions depends on obtaining, maintaining, and renewing a complex set of licenses, permits, product certifications, and regulatory approvals for us and for certain of our stakeholders, that vary widely by jurisdiction and can be extensive and time-consuming.
We rely on assumptions and estimates to calculate certain key metrics, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business. We regularly review metrics, including the number of players and other measures, to evaluate growth trends, measure performance and make strategic decisions.
The market for these employees is competitive, and we could experience difficulty from time to time in hiring and retaining the personnel necessary to support our business. We rely on assumptions and estimates to calculate certain key metrics, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeManagement, including the CFO, regularly updates the Audit Committee on our cybersecurity processes, material cybersecurity risks and mitigation strategies. The Audit Committee reports all material cybersecurity risks to the Board.
Biggest changeManagement, including the CEO of Century Gaming, updates the Audit Committee on our cybersecurity processes, material cybersecurity risks and mitigation strategies as necessary.
Management is responsible for identifying, considering, and assessing material cybersecurity risks on an ongoing basis, establishing processes to ensure that such potential cybersecurity risk exposures are monitored, putting in place appropriate mitigation measures and maintaining cybersecurity programs, including: 28 • Implementing a comprehensive, cross-functional approach to identifying, preventing and mitigating cybersecurity threats and incidents, while also implementing controls and procedures that provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner; • Deploying technical safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence; • Establishing and maintaining comprehensive incident response and recovery plans that fully address our response to a cybersecurity incident, and such plans are tested and evaluated on a regular basis; and • Providing regular, mandatory training for personnel regarding cybersecurity threats as a means to equip our personnel with effective tools to address cybersecurity threats, and to communicate our evolving information security policies, standards, processes and practices.
Management is responsible for identifying, considering, and assessing material cybersecurity risks on an ongoing basis, establishing processes to ensure that such potential cybersecurity risk exposures are monitored, putting in place appropriate mitigation measures and maintaining cybersecurity programs, including: • Implementing a comprehensive, cross-functional approach to identifying, preventing and mitigating cybersecurity threats and incidents, while also implementing controls and procedures that provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner; • Deploying technical safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence; • Establishing and maintaining comprehensive incident response and recovery plans that fully address our response to a cybersecurity incident, and such plans are tested and evaluated on a regular basis; and • Providing regular, mandatory training for personnel regarding cybersecurity threats as a means to equip our personnel with effective tools to address cybersecurity threats, and to communicate our evolving information security policies, standards, processes and practices.
Our cybersecurity program is under the direction of our Chief Financial Officer (“CFO”) and our Chief Technology Officer (“CTO”), who receive reports from our information technology team and monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents. Our CTO has over 27 years of extensive information technology experience in various roles of increasing importance.
Our cybersecurity program is under the direction of our Chief Executive Officer (“CEO”) of Century Gaming and our Chief Technology Officer (“CTO”), who receive reports from our information technology team and monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents. Our CTO has over 28 years of extensive information technology experience in various roles of increasing importance.
Although we are subject to ongoing and evolving cybersecurity threats, we are not aware of any material risks from cybersecurity threats in 2024 that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition.
The Audit Committee reports all material cybersecurity risks to the Board. 23 Although we are subject to ongoing and evolving cybersecurity threats, we are not aware of any material risks from cybersecurity threats in 2025 that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe also own two properties in Louisiana, to support our operations, and three properties in Billings, Montana, one of which is used to support our operations and the other two are retail gaming locations.
Biggest changeWe also own and operate Fairmount, a racino in Collinsville, Illinois with 57 racing days planned for 2026 and ~260 gaming positions. We also own seven properties in Louisiana, to support our operations, and three properties in Billings, Montana, one of which is used to support our operations and the other two are retail gaming locations.
It is the primary location for the majority of the executive management team, as well as the primary location for several other business units and shared services such as legal/compliance, human resources, information technology, security, fleet, finance/accounting, data digital, sales, service, amusements, and marketing and service units.
It is the primary location for the majority of the executive management team, as well as the primary location for several other business units and shared services such as legal/compliance, human resources, information technology, security, fleet, finance/accounting, sales, service, amusements, and marketing and service units.
We believe that our current facilities are in good working order and are capable of supporting our operations for the foreseeable future; however, we will continue to evaluate buying or renting additional space as needed to accommodate our growth. 29 Table of Contents
We believe that our current facilities are in good working order and are capable of supporting our operations for the foreseeable future; however, we will continue to evaluate buying or renting additional space as needed to accommodate our growth.
We also rent an additional fourteen locations in Illinois, seventeen locations in Montana, eight locations in Nevada, three locations in Georgia, two locations in Iowa, three locations in Nebraska, three locations in Louisiana, and one location in Pennsylvania, which are used to support our operations and provide warehousing for our equipment.
We also rent an additional nineteen locations in Montana, sixteen locations in Illinois, fourteen locations in Louisiana, five locations in Nevada, three locations in Georgia, three locations in Nebraska, two locations in Iowa, and one location in Pennsylvania, which are used to support our operations and provide warehousing for our equipment.
In this facility there is an IGB-approved secured storage site for sensitive gaming equipment and materials. In Illinois, we own facilities in Peoria, Springfield and Rockford that support our operations. We also own and operate the FanDuel Sportsbook & Racetrack, an active racing track in Collinsville, Illinois with ~50 annual race days.
In this facility there is an IGB-approved secured storage site for sensitive gaming equipment and materials. In Illinois, we own facilities in Peoria, Springfield and Rockford that support our operations and properties in Rockford and Bradley that we lease to local commercial tenants.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDINGS Information required by this Item is incorporated by reference from the discussion in Note 20, Commitments and Contingencies, of the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 30 Table of Contents PART II
Biggest changeITEM 3. LEGAL PROCEEDINGS Information required by this Item is incorporated by reference from the discussion in Note 20, Commitments and Contingencies, of the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 24 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeRepurchases under our share repurchase program during our restricted trading windows are executed under the terms of a pre-set trading plan meeting the requirements of Rule 10b5-1(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 31 Table of Contents The following table provides the shares purchased under our share repurchase program (prior to the amendment) in the fourth quarter of 2024: Period Total number of shares purchased Average price paid per share Maximum approximate dollar value of shares that may yet be purchased under the program (in millions) October 1, 2024 - October 31, 2024 109,872 $11.33 $59.2 November 1, 2024 - November 30, 2024 61,690 $11.27 $58.5 December 1, 2024 - December 31, 2024 189,270 $10.98 $56.4 Total 360,832 $11.14 Performance Graph The following stock price performance graph should not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report on Form 10‑K into any filing under the Exchange Act or the Securities Act, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such acts.
Biggest changeRepurchases under our share repurchase program during applicable restricted trading windows that we periodically establish are executed under the terms of a pre-set trading plan meeting the requirements of Rule 10b5-1(c) of the Exchange Act. 25 Table of Contents The following table provides the shares purchased under our share repurchase program in the fourth quarter of 2025: Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Maximum approximate dollar value of shares that may yet be purchased under the program (in millions) October 1, 2025 - October 31, 2025 658,306 $10.40 658,306 $172.7 November 1, 2025 - November 30, 2025 408,740 $10.17 408,740 $168.5 December 1, 2025 - December 31, 2025 476,508 $10.87 476,508 $163.3 Total 1,543,554 $10.48 1,543,554 Performance Graph The following stock price performance graph should not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report on Form 10‑K into any filing under the Exchange Act or the Securities Act, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such acts.
Securities Authorized for Issuance Under Equity Compensation Plans The information required by this item with respect to our equity compensation plans is incorporated by reference to our Proxy Statement for the 2025 annual meeting of stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2024.
Securities Authorized for Issuance Under Equity Compensation Plans The information required by this item with respect to our equity compensation plans is incorporated by reference to our Proxy Statement for the 2026 annual meeting of stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025.
Our share repurchase program does not obligate us to acquire any particular amount of shares, and our share repurchase program may be suspended or discontinued at any time at our discretion. All share repurchases were made under our publicly announced program (prior to the amendment), and there are no other programs under which we repurchase shares.
Our share repurchase program does not obligate us to acquire any particular amount of shares, and our share repurchase program may be suspended or discontinued at any time at our discretion. All share repurchases were made under our publicly announced share repurchase program, and there are no other programs under which we repurchase shares.
The following stock performance graph compares, for the period January 1, 2020 through December 31, 2024 (the last trading day of our fiscal year), the cumulative total stockholder return for (1) our Class A-1 common stock, (2) the NASDAQ Composite Index and (3) Russell 3000 Casinos & Gambling Industry Index assuming a hypothetical $100 investment in our stock or respective index on January 1, 2020.
The following stock performance graph compares, for the period January 1, 2021 through December 31, 2025 (the last trading day of our fiscal year), the cumulative total stockholder return for (1) our Class A-1 common stock, (2) the NASDAQ Composite Index and (3) Russell 3000 Casinos & Gambling Industry Index assuming a hypothetical $100 investment in our stock or respective index on January 1, 2021.
On February 27, 2025, the Board approved an amendment to the share repurchase program to replenish the dollar amount that may be purchased under the program back to up to $200 million shares of Class A-1 common stock (as amended, our “share repurchase program)”.
On February 27, 2025, we then announced that the Board approved an amendment to the share repurchase program to replenish the dollar amount that may be purchased under the program back to up to $200 million shares of Class A-1 common stock (as amended, our “share repurchase program”).
Unregistered Sales of Equity Securities and Use of Proceeds None. Issuer Purchase of Equity Securities On November 22, 2021, the Board approved a share repurchase program of up to $200 million shares of Class A-1 common stock.
Unregistered Sales of Equity Securities and Use of Proceeds None. Issuer Purchase of Equity Securities On November 22, 2021, we initially announced that the Board had approved a share repurchase program of up to $200 million shares of Class A-1 common stock.
Stockholders There were 91 stockholders of record of our Class A-1 common stock, and 111 stockholders of record of our Class A-2 common stock as of February 25, 2025. Dividends We have not paid any cash dividends on our shares to date, nor do we intend to pay cash dividends.
Stockholders There were 77 stockholders of record of our Class A-1 common stock, and 111 stockholders of record of our Class A-2 common stock as of February 27, 2026. Dividends We have not paid any cash dividends on our shares to date, nor do we intend to pay cash dividends.
The stock price performance below is not necessarily indicative of future stock price performance. 1/1/2020 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Accel Entertainment $100.00 $80.80 $104.16 $61.60 $82.16 $85.44 NASDAQ Composite Index $100.00 $141.75 $172.07 $115.12 $165.10 $212.39 RUSSELL 3000 Casinos & Gambling Industry Index $100.00 $112.08 $110.40 $82.41 $103.19 $98.63 ITEM 6. [RESERVED] 32 Table of Contents
The stock price performance below is not necessarily indicative of future stock price performance. 1/1/2021 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Accel Entertainment $100.00 $ 128.91 $ 76.24 $ 101.68 $ 105.74 $ 112.97 NASDAQ Composite Index $100.00 $ 121.39 $ 81.21 $ 116.47 $ 149.83 $ 180.33 RUSSELL 3000 Casinos & Gambling Industry Index $100.00 $ 98.50 $ 73.53 $ 92.06 $ 88.00 $ 84.02 ITEM 6. [RESERVED] 26 Table of Contents

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeAdjusted net income is defined as net income plus: • Amortization of intangible assets and route and customer acquisition costs • Stock-based compensation expense • Loss from unconsolidated affiliates • Loss on change in fair value of contingent earnout shares • Gain on expiration of warrants • Other expenses, net which consists of (i) non-cash expenses including the remeasurement of contingent consideration liabilities, (ii) non-recurring lobbying and legal expenses related to distributed gaming expansion in current or prospective markets, and (iii) other non-recurring expenses • Tax effect of adjustments 39 Table of Contents Adjusted EBITDA is defined as net income plus: • Amortization of intangible assets and route and customer acquisition costs • Stock-based compensation expense • Loss from unconsolidated affiliates • Loss on change in fair value of contingent earnout shares • Gain on expiration of warrants • Other expenses, net • Tax effect of adjustments • Depreciation and amortization of property and equipment • Interest expense, net • Emerging markets which reflects the results, on an Adjusted EBITDA basis, for non-core jurisdictions where our operations are developing ◦ Markets are no longer considered emerging when we have installed or acquired at least 500 gaming terminals in the jurisdiction, or when 24 months have elapsed from the date we first install or acquire gaming terminals in the jurisdiction, whichever occurs first ◦ We currently view Pennsylvania as an emerging market ◦ Prior to January 2024, Iowa was considered an emerging market ◦ Prior to April 2023, Nebraska was considered an emerging market • Income tax expense Adjusted net income and Adjusted EBITDA (in thousands, except %s) Year Ended December 31, Increase / (Decrease) 2024 2023 Change Change % Net income $ 35,291 $ 45,603 $ (10,312) (22.6) % Adjustments: Amortization of intangible assets and route and customer acquisition costs 22,577 21,211 1,366 6.4 % Stock-based compensation 12,204 9,416 2,788 29.6 % Loss from unconsolidated affiliates — — — — % Loss on change in fair value of contingent earnout shares 1,276 8,539 (7,263) (85.1) % Gain on expiration of warrants (13) — (13) 100.0 % Other expenses, net 19,339 6,453 12,886 199.7 % Tax effect of adjustments (13,585) (8,702) (4,883) (56.1) % Adjusted net income 77,089 82,520 (5,431) (6.6) % Depreciation and amortization of property and equipment 43,978 37,906 6,072 16.0 % Interest expense, net 35,892 33,144 2,748 8.3 % Emerging markets 165 (948) 1,113 117.4 % Income tax expense 32,023 28,823 3,200 11.1 % Adjusted EBITDA $ 189,147 $ 181,445 $ 7,702 4.2 % Adjusted EBITDA for the year ended December 31, 2024 was $189.1 million , an increase of $7.7 million, or 4.2%, compare d to the prior year.
Biggest changeAdjusted EBITDA is defined as net income plus: • Amortization of intangible assets and route and customer acquisition costs • Stock-based compensation expense • Loss from unconsolidated affiliates • Loss on change in fair value of contingent earnout shares • Gain on expiration of warrants • Other expenses, net which consists of i) non-cash expenses including the remeasurement of contingent consideration liabilities, ii) non-recurring lobbying and legal expenses related to distributed gaming expansion in current or prospective markets, and iii) other non-recurring expenses • Depreciation and amortization of property and equipment • Interest expense, net • Emerging markets which reflects the results, on an Adjusted EBITDA basis, for non-core jurisdictions where our operations are developing ◦ Markets are no longer considered emerging when we have installed or acquired at least 500 gaming terminals in the jurisdiction, or when 24 months have elapsed from the date we first install or acquire gaming terminals in the jurisdiction, whichever occurs first. ◦ Prior to June 2025, Pennsylvania was considered an emerging market. ◦ Prior to January 2024, Iowa was considered an emerging market. ◦ As of June 2025, we no longer have any emerging markets. • Income tax expense • Loss on debt extinguishment 34 Table of Contents Adjusted EBITDA (in thousands, except %s) Year Ended December 31, 2025 Increase / (Decrease) 2025 2024 Change Change % Net income $ 51,272 $ 35,291 $ 15,981 45.3 % Adjustments: Amortization of intangible assets and route and customer acquisition costs 25,425 22,577 2,848 12.6 % Stock-based compensation expense 12,205 12,204 1 0.0 % Loss from unconsolidated affiliates 59 — 59 N/A Loss on change in fair value of contingent earnout shares 573 1,276 (703) (55.1) % Gain on expiration of warrants — (13) 13 100.0 % Other expenses, net 11,875 19,339 (7,464) (38.6) % Depreciation and amortization of property and equipment 52,725 43,978 8,747 19.9 % Interest expense, net 34,198 35,892 (1,694) (4.7) % Emerging markets 67 165 (98) (59.4) % Income tax expense 20,659 18,438 2,221 12.0 % Loss on debt extinguishment 1,090 — 1,090 N/A Adjusted EBITDA $ 210,148 $ 189,147 $ 21,001 11.1 % Adjusted EBITDA for the year ended December 31, 2025 was $210.1 million , an increase of $21.0 million, or 11.1%, compare d to the prior year.
Macroeconomic Factors Ongoing interest rate uncertainty, persistent inflation, and reciprocal and increased tariffs may increase the risk of an economic recession and volatility in the capital or credit markets in the U.S. and other markets globally.
Macroeconomic Factors Ongoing interest rate uncertainty, persistent inflation, and increased and/or reciprocal tariffs may increase the risk of an economic recession and volatility in the capital or credit markets in the U.S. and other markets globally.
The route and customer acquisition costs and route and customer acquisition costs payable are recorded at the net present value of the future payments using a discount rate equal to our incremental borrowing rate associated with its long-term debt.
The route and customer acquisition costs and route and customer acquisition costs payable are recorded at the net present value of the future payments using a discount rate equal to our incremental borrowing rate associated with our long-term debt.
We utilize this metric to continually monitor growth from organic openings, purchased locations, and competitor conversions. Competitor conversions occur when a location chooses to change terminal operators.
We utilize this metric to continually monitor growth from existing locations, organic openings, purchased locations, and competitor conversions. Competitor conversions occur when a location chooses to change terminal operators.
Interest expense, net Interest expense, net consists of interest on our current credit facility, amortization of financing fees, accretion of interest on route and customer acquisition costs payable, and interest (income) expense on the interest rate caplets.
Interest expense, net Interest expense, net consists of interest on our credit facility, amortization of financing fees, accretion of interest on route and customer acquisition costs payable, and interest (income) expense on the interest rate caplets.
Our actual results may differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those set forth under Item 1A. “Risk Factors.” A discussion of our results of operations on a consolidated basis for the years ended December 31, 2024 and 2023 are presented below.
Our actual results may differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those set forth under Item 1A. “Risk Factors.” A discussion of our results of operations on a consolidated basis for the years ended December 31, 2025 and 2024 are presented below.
ABR is a fluctuating rate per annum equal to the highest of (i) the Federal Funds Effective Rate plus 1/2 of 1.0%, (ii) the prime rate announced from time to time by Capital One, National Association and (iii) SOFR for a 1-month Interest Period on such day plus 1.0%.
ABR is a fluctuating rate per annum equal to the highest of (i) the Federal Funds Effective Rate plus 1/2 of 1.0% , (ii) the prime rate announced from time to time by Capital One, National Association or (iii) SOFR for a 1-month interest period on such day plus 1.0% .
Our horse racing operations will only operate during the months where the weather is conducive to racing, which is typically from late spring through the early fall. Holidays, vacation seasons, and sporting events may also cause our results to fluctuate. 45 Table of Contents
Our horse racing operations will only operate during the months where the weather is conducive to racing, which is typically from late spring through the early fall. Holidays, vacation seasons, and sporting events may also cause our results to fluctuate. 39 Table of Contents
We currently operate as a distributed gaming operator in the following states: • Illinois - we are a licensed terminal operator by the Illinois Gaming Board (“IGB”) since 2012, • Montana - we were granted a manufacturer, distributor and route operator license in June 2022 by the Gambling Control Division of the Montana Department of Justice since June 2022, • Nevada - we were granted an unlimited gaming license in May 2024 by the Nevada Gaming Commission, • Nebraska - we became a licensed distributor of mechanical amusement devices in Nebraska in June 2022, and commenced operations in this market, • Georgia - we received approval from the Georgia Lottery Corporation as a Master Licensee in July 2020, • Iowa - we are registered with the Iowa Department of Inspections and Appeals to conduct operations in Iowa, • Pennsylvania - we have held a license from the Pennsylvania Gaming Control Board since November 2020. 33 • Louisiana - we entered the Louisiana market via acquisition in November 2024 and hold a license as a device owner from the Louisiana Gaming Control Board to operate video draw poker devices.
We currently operate as a distributed gaming operator in the following states: • Illinois - we are a licensed terminal operator by the Illinois Gaming Board (“IGB”) since 2012, • Montana - we were granted a manufacturer, distributor and route operator license in June 2022 by the Gambling Control Division of the Montana Department of Justice, • Nevada - we were granted an unlimited gaming license in May 2024 by the Nevada Gaming Commission, • Nebraska - we became a licensed distributor of mechanical amusement devices in Nebraska in March 2022, and commenced operations in this market in June 2022, • Georgia - we received approval from the Georgia Lottery Corporation as a Master Licensee in July 2020, • Iowa - we are registered with the Iowa Department of Inspections and Appeals to conduct operations in Iowa, • Pennsylvania - we have held a license from the Pennsylvania Gaming Control Board since November 2020. • Louisiana - we hold a license as a device owner from the Louisiana Gaming Control Board to operate video draw poker devices since November 2024.
Acquired tangible personal property such as gaming equipment and buildings are generally measured at fair value using a cost approach which measures the fair value based on the cost to reproduce 44 Table of Contents or replace the asset, while land is valued using a market approach which looks at the values of similar properties.
Acquired tangible personal property such as gaming equipment and buildings are generally measured at fair value using a cost approach which measures the fair value based on the cost to reproduce or replace the asset, while land is valued using a market approach which looks at the values of similar properties.
In addition, the Credit Agreement requires us to maintain (a) a ratio of consolidated first lien net debt to consolidated EBITDA no greater than 4.50 to 1.00 and (b) a ratio of consolidated EBITDA to consolidated fixed charges no less than 1.20 to 1.00, in each case, tested as of the last day of each full fiscal quarter ending after the Closing Date and determined on the basis of the four most recently ended fiscal quarters for which financial statements have been delivered pursuant to the Credit Agreement, subject to customary “equity cure” rights.
In addition, the Prior Credit Facility required us to maintain (a) a ratio of consolidated first lien net debt to consolidated EBITDA no greater than 4.50 to 1.00 and (b) a ratio of consolidated EBITDA to consolidated fixed charges no less than 1.20 to 1.00, in each case, tested as of the last day of each full fiscal quarter ending after the closing date and determined on the basis of the four most recently ended fiscal quarters for which financial statements have been delivered pursuant to the Prior Credit Facility, subject to customary “equity cure” rights.
We are required to pay a commitment fee quarterly in arrears in respect of unused commitments under the revolving credit facility and the additional term loan facility.
We were required to pay a commitment fee quarterly in arrears in respect of unused commitments under the revolving credit facility and the additional term loan facility.
The increase in performance was attributable to an increase in the number of locations and gaming terminals. 40 Table of Contents Liquidity and Capital Resources In order to maintain sufficient liquidity, we review our cash flow projections and available funds with the Board to consider modifying our capital structure and seeking additional sources of liquidity, if needed.
The increase was attributable to an increase in the number of locations and gaming terminals. Liquidity and Capital Resources In order to maintain sufficient liquidity, we review our cash flow projections and available funds with the Board to consider modifying our capital structure and seeking additional sources of liquidity, if needed.
Borrowings under the Credit Agreement bear interest, at our option, at a rate per annum equal to either (a) the adjusted term SOFR rate (which cannot be less than zero) for interest periods of 1, 2, 3 or 6 months (or if consented to by (i) each applicable Lender, 12 months or any period shorter than 1 month or (ii) the Agent, a shorter period necessary to ensure that the end of the relevant interest period would coincide with any required amortization payment ) plus the applicable SOFR margin or (b) the alternative base rate (“ABR”) plus the applicable ABR margin.
Borrowings under the Prior Credit Facility bore interest, at our option, at a rate per annum equal to either (a) the Adjusted Term SOFR (which cannot be less than 0.5% ) for interest periods of 1, 2, 3 or 6 months (or if consented to by (i) each applicable lender, 12 months or any period shorter than 1 month or (ii) the administrative agent, a shorter period necessary to ensure that the end of the relevant interest period would coincide with any required amortization payment) plus the applicable SOFR margin or (b) the alternative base rate (“ABR”) plus the applicable ABR margin.
Manufacturing revenue represents sales of gaming terminals and software as well as other ancillary equipment. ATM fees and other. ATM fees and other primarily represents fees charged for the withdrawal of funds from our redemption devices and stand-alone ATMs and is recognized at the time of the ATM transaction. Operating Expenses Cost of revenue.
Manufacturing revenue represents sales of gaming terminals and software as well as other ancillary equipment. ATM fees and other. ATM fees and other consist of fees charged for the withdrawal of funds from our redemption devices and stand-alone ATMs and is recognized at the time of the ATM transaction.
Income tax expense Income tax expense consists mainly of taxes payable to national, state and local authorities.
Income tax expense Income tax expense consists mainly of taxes payable to federal, state and local authorities.
Our primary short-term cash needs are paying operating expenses and contingent earnout payments, purchases of property and equipment, servicing outstanding indebtedness, and funding the Board approved share repurchase program and near term acquisitions. As of December 31, 2024, we had $281.3 million in cash and cash equivalents.
Our primary short-term cash needs are paying operating expenses and contingent earnout payments, purchases of property and equipment, servicing outstanding indebtedness, and funding the Board approved share repurchase program and near-term acquisitions. As of December 31, 2025, we had $296.6 million in cash and cash equivalents.
Interest rate caplets We manage our exposure to some of its interest rate risk through the use of interest rate caplets, which are derivative financial instruments.
Interest rate caplets and collars We manage our exposure to some of our interest rate risk through the use of interest rate caplets and collars, which are derivative financial instruments.
The applicable SOFR and ABR margins and the commitment fee rate are calculated based upon the first lien net leverage ratio of us and our restricted subsidiaries on a consolidated basis, as defined in the Credit Agreement.
The applicable SOFR and ABR margins and the commitment fee rate were calculated based upon the first lien net leverage ratio of us and our restricted subsidiaries on a consolidated basis, as defined in the Prior Credit Facility.
Cost of revenue consists of (i) taxes on net gaming revenue that is payable to the appropriate jurisdiction (effective July 1, 2024, the tax on net gaming revenue in the State of Illinois increased from 34% to 35%, which is split equally between us and our locations in Illinois), (ii) licenses, permits and other fees required for the operation of gaming 34 Table of Contents terminals and other equipment, (iii) location revenue share, which is governed by local governing bodies and location contracts, (iv) ATM and amusement commissions payable to locations, and (v) ATM and amusement fees.
Cost of revenue consists of i) taxes on net gaming revenue that is payable to the appropriate jurisdiction (effective July 1, 2024, the tax on net gaming revenue in the State of Illinois increased from 34% to 35%, which is split equally between us and our locations in Illinois), ii) licenses, permits and other fees required for the operation of our business, iii) location revenue share, which is governed by local governing bodies and location contracts, iv) ATM and amusement commissions payable to locations, v) ATM and amusement fees and vi) expenses from our casino and racing operations.
Amortization of intangible assets and route and customer acquisition costs. Route and customer acquisition costs consist of fees paid at the inception of contracts entered into with third parties and our gaming locations, which allow us to install and operate gaming terminals.
Route and customer acquisition costs consist of fees paid at the inception of contracts entered into with third parties and our gaming locations, which allows us to install and operate gaming terminals.
For the discussion of our results of operations on a consolidated basis for the years ended December 31, 2023 and 2022 , please see our Annual Report on Form 10-K for the year ended December 31, 2023 that was filed on February 28, 2024.
For the discussion of our results of operations on a consolidated basis for the years ended December 31, 2024 and 2023 , please see our Annual Report on Form 10-K for the year ended December 31, 2024 that was filed on March 3, 2025.
Interest on the current credit facility is payable monthly on unpaid balances at the variable per annum LIBOR/SOFR rate plus an applicable margin, as defined under the terms of the credit facility, ranging from 1.75% to 2.75% depending on the first lien net leverage ratio.
Interest on the current credit facility is payable monthly on unpaid balances at the variable per annum Secured Overnight Financing Rate (“SOFR”) rate plus an applicable margin, as defined under the terms of the credit facility, ranging from 1.5% to 2.5% depending on the first lien net leverage ratio.
We believe that our cash and cash equivalents, cash flows from operations and borrowing availability under our senior secured credit facility will be sufficient to meet our capital requirements for the next twelve months.
We believe that our cash and cash equivalents, cash flows from operations and borrowing availability under our New Credit Facility will be sufficient to meet our capital requirements for the next twelve months and the foreseeable future thereafter.
Cost of manufacturing goods sold. Cost of manufacturing goods sold consists of costs associated with the sale of gaming terminals and related equipment. General and administrative. General and administrative expenses consist of operating expense and general and administrative expense. Operating expense includes payroll and related expense for service technicians, route technicians, route security, and preventative maintenance personnel.
Cost of manufacturing goods sold. Cost of manufacturing goods sold consists of costs associated with the sale of gaming terminals and software as well as other ancillary equipment. General and administrative. General and administrative expenses consist of operating expense and general and administrative expense. Operating expense includes compensation-related costs for service technicians, route technicians, route security, and preventative maintenance personnel.
Management also believes that these non-GAAP financial measures are used by investors, analysts and other interested parties as measures of financial performance and to evaluate our ability to fund capital expenditures, service debt obligations and meet working capital requirements.
Management also believes that this non-GAAP financial measure is used by investors, analysts and other interested parties as a measure of financial performance and to evaluate our ability to fund capital expenditures, service debt obligations and meet working capital requirements.
The revolving loans and term loans bear interest at either (a) ABR (150 bps floor) plus a margin up to 1.75% or (b) SOFR (50 bps floor) plus a margin up to 2.75%, at our option. The term loans and, once drawn, the additional term loans will amortize at an annual rate equal to 5.00% per annum.
The revolving loans and term loans bore interest at either (a) ABR (150 bps floor) plus a margin up to 1.75% or (b) SOFR (50 bps floor) plus a margin up to 2.75%, at our option. The term loans and the DDTL amortized at an annual rate equal to 5.00% per annum.
For the year ended December 31, 2024, the weighted-average interest rate was approximately 7.4% compared to the weighted-average interest rate of approximately 7.3% for the prior year. 37 Table of Contents Loss on change in fair value of contingent earnout shares Loss on change in fair value of contingent earnout shares for the year ended December 31, 2024 was $1.3 million, a decrease of $7.3 million compared to the prior year .
For the year ended December 31, 2025, the weighted-average interest rate, excluding the impact of our interest rate caplets, was approximately 6.3% compared to the weighted-average interest rate of approximately 7.4% for the prior year. 31 Table of Contents Loss on change in fair value of contingent earnout shares Loss on change in fair value of contingent earnout shares for the year ended December 31, 2025 was $0.6 million, a decrease of $0.7 million compared to the prior year .
Operating expense also includes vehicle fuel and maintenance, and non-capitalizable parts expenses. Operating expenses are generally proportionate to the number of locations and gaming terminals. General and administrative expense includes payroll and related expense for account managers, business development managers, marketing, and other corporate personnel.
Operating expense also includes vehicle fuel and maintenance, and non-capitalizable parts expenses. Operating expenses are generally proportionate to the number of locations and gaming terminals. General and administrative expense includes compensation-related costs for account managers, business development managers, marketing, and other corporate personnel. In addition, general and administrative expense also includes marketing, information technology, insurance, rent and professional fees.
Adjusted EBITDA and Adjusted net income exclude the effects of certain non-cash items or represent certain nonrecurring items that are unrelated to core performance. Management believes these non-GAAP financial measures enhance the understanding of our underlying drivers of profitability, trends in our business, and facilitate company-to-company and period-to-period comparisons.
Adjusted EBITDA excludes the effects of certain non-cash items or represent certain nonrecurring items that are unrelated to core performance. Management believes this non-GAAP financial measure enhances the understanding of our underlying drivers of profitability and trends in our business and facilitates company-to-company and period-to-period comparisons.
Through our wholly owned subsidiary, Grand Vision Gaming, we also manufacture gaming terminals in the Montana, Nevada, South Dakota, and West Virginia markets. In December 2024 we acquired the FanDuel Sportsbook and Horse Racing in Illinois, which will expand our operations into local casino gaming and horse racing.
Through our wholly owned subsidiary, Grand Vision Gaming, we also manufacture gaming terminals in the Montana, Nevada, South Dakota, and West Virginia markets. 27 As previously mentioned, we acquired Fairmount in December 2024, which serves the greater St. Louis/southern Illinois market and will expand our operations into local casino gaming and horse racing.
Our location partners may be adversely impacted by changes in overall economic and financial conditions, and certain location partners may cease operations in the event of a recession or inability to access financing.
Our location partners may be adversely impacted by changes in overall economic and financial conditions, and certain location partners may cease operations in the event of a recession or inability to access financing. Furthermore, our revenue is largely driven by players’ disposable incomes and level of gaming activity.
As of December 31, 2024 , the weighted-average interest rate was approximately 7.4% . Interest is payable quarterly in arrears for ABR loans, at the end of the applicable interest period for SOFR loans (but not less frequently than quarterly) and upon the prepayment or maturity of the underlying loans.
Interest was payable quarterly in arrears for ABR loans, at the end of the applicable interest period for SOFR loans (but not less frequently than quarterly) and upon the prepayment or maturity of the underlying loans.
Cost of manufacturing goods sold Cost of manufacturing goods sold for the year ended December 31, 2024 was $7.1 million, a decrease of $0.6 million, or 7.4%, compared to the prior year due primarily to lower manufacturing revenue.
Cost of manufacturing goods sold Cost of manufacturing goods sold for the year ended December 31, 2025 was $5.6 million, a decrease of $1.5 million, or 20.7%, compared to the prior year primarily due to lower manufacturing revenue attributable to a decline in software sales.
The change reflects an increase in borrowings to fund business and asset acquisitions and lower repurchases of our Class A-1 common stock, partially offset by lower payments on consideration payable. Critical Accounting Policies and Estimates We prepare our consolidated financial statements in accordance with U.S. GAAP. In applying accounting principles, it is often required to use estimates.
The change reflects lower borrowings, higher repurchases of our Class A-1 common stock and payments for debt issuance costs. Critical Accounting Policies and Estimates We prepare our consolidated financial statements in accordance with U.S. GAAP. In applying accounting principles, it is often required to use estimates.
The 2025 racing season is planned for April - October 2025. The casino property and associated racetrack will generate revenues and expenses from slot machines, video table games, ancillary food and beverage services, commission on pari-mutuel wagering, racing event-related services, and other miscellaneous operations.
In April 2025, the casino opened and the racing season began at Fairmount. The casino property and associated racetrack generates revenues and expenses from slot machines, video table games, a sports book, ancillary food and beverage services, commission on pari-mutuel wagering, racing event-related services, and other miscellaneous operations.
Depreciation and amortization of property and equipment Depreciation and amortization of property and equipment for the year ended December 31, 2024 was $44.0 million, an increase of $6.1 million, or 16.0%, compared to the prior year due to an increased number of gaming terminals.
Depreciation and amortization of property and equipment Depreciation and amortization of property and equipment for the year ended December 31, 2025 was $52.7 million, an increase of $8.7 million, or 19.9%, compared to the prior year due to an increased number of gaming terminals.
Interest expense, net Interest expense, net for the year ended December 31, 2024 was $35.9 million, an increase of $2.7 million, or 8.3%, compared to the prior year, primarily due to an increase in average outstanding debt and higher interest rates, partially offset by the benefit realized on our interest rate caplets.
Interest expense, net Interest expense, net for the year ended December 31, 2025 was $34.2 million, a decrease of $1.7 million, or 4.7%, compared to the prior year. We experienced lower interest rates and the benefit realized on our interest rate caplets, partially offset by an increase in average outstanding debt.
Amortization of intangible assets and route and customer acquisition costs Amortization of intangible assets and route and customer acquisition costs for the year ended December 31, 2024 was $22.6 million, an increase of $1.4 million, or 6.4%, compared to the prior year due to an increase in location contracts acquired.
Amortization of intangible assets and route and customer acquisition costs Amortization of intangible assets and route and customer acquisition costs for the year ended December 31, 2025 were $25.4 million, an increase of $2.8 million, or 12.6%, compared to the prior year due to higher amortization expense on location contracts acquired.
The following table sets forth information with respect to our primary locations: As of December 31, Increase / (Decrease) 2024 2023 Change Change % Illinois 2,775 2,762 13 0.5 % Montana 619 609 10 1.6 % Nevada 357 352 5 1.4 % Nebraska 270 238 32 13.4 % Louisiana 96 — 96 100.0 % Total locations 4,117 3,961 156 3.9 % Number of gaming terminals The number of gaming terminals in operation is based on a combination of third-party portal data and data from our internal systems.
The following table sets forth information with respect to our primary locations: As of December 31, Increase / (Decrease) 2025 2024 Change Change % Illinois 2,705 2,775 (70) (2.5) % Montana 624 619 5 0.8 % Nevada 408 357 51 14.3 % Louisiana 100 96 4 4.2 % Nebraska 275 270 5 1.9 % Georgia 389 286 103 36.0 % Total locations 4,501 4,403 98 2.2 % 32 Table of Contents Number of gaming terminals The number of gaming terminals in operation is based on a combination of third-party portal data and data from our internal systems.
Senior Secured Credit Facility On November 13, 2019, we entered into a credit agreement (as amended, the “Credit Agreement”) as borrower, with our wholly-owned domestic subsidiaries, as guarantors, the banks, financial institutions and other lending institutions from time to time party thereto, as lenders, the other parties from time to time party thereto and Capital One, National Association, as administrative agent (in such capacity, the “Agent”), collateral agent, issuing bank and swingline lender, providing for a: • $100.0 million revolving credit facility, including a letter of credit facility with a $10.0 million sublimit and a swing line facility with a $10.0 million sublimit, • $240.0 million initial term loan facility and • $125.0 million additional term loan facility.
Prior Credit Facility On November 13, 2019, we entered into a credit agreement (as amended, the “Prior Credit Facility ”) as borrower, with our wholly-owned domestic subsidiaries, as guarantors, the banks, financial institutions and other lending institutions from time to time party thereto, as lenders, the other parties from time to time party thereto and Capital One, National Association, as administrative agent (in such capacity, the “Agent”), collateral agent, issuing bank and swingline lender.
Upon the consummation of certain non-ordinary course asset sales, we may be required to apply the net cash proceeds thereof to prepay outstanding term loans and additional term loans.
Upon the consummation of certain non-ordinary course asset sales, we were required to apply the net cash proceeds thereof to prepay outstanding term loans and additional term loans. The loans under the Prior Credit Facility may be prepaid without premium or penalty, subject to customary SOFR “breakage” costs.
Net cash provided by (used in) financing activities For the year ended December 31, 2024, net cash provided by financing activities was $22.7 million, compared to cash used in financing activities of $35.2 million in the prior year.
We anticipate our capital expenditures in 2026 will be approximately $60-70 million. Net cash (used in) provided by financing activities For the year ended December 31, 2025, net cash used in financing activities was $35.1 million, compared to cash provided by financing activities of $22.7 million in the prior year.
Fu rther, as the 1-month LIBOR/SOFR interest rate began to exceed 2% starting in second half of 2022, we recognized interest income on the caplets of $9.8 million and $9.2 million for the years ended December 31, 2024 and 2023 , respectively, which is reflected in interest expense, net in the consolidated statements of operations and other comprehensive income.
We also recognized interest income on the caplets of $6.9 million and $9.8 million for the years ended December 31, 2025 and 2024 , respectively, which is reflected in interest expense, net in the consolidated statements of operations and other comprehensive income.
The change in the fair value of the contingent earnout shares is considered a discrete item for tax purposes and was the primary driver for the fluctuations in the tax rate year over year.
Our effective income tax rate can vary from period to period depending on, among other factors, the amount of permanent tax adjustments and discrete items. The change in the fair value of the contingent earnout shares is considered a discrete item for tax purposes and was the primary driver for the fluctuations in the tax rate year over year.
Deferred income taxes are recognized for the tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of the assets and liabilities. 35 Table of Contents Results of Operations The following table summarizes our results of operations on a consolidated basis for the years ended December 31, 2024 and 2023 : (in thousands, except %s) Year Ended December 31, Increase / (Decrease) 2024 2023 Change Change % Revenues: Net gaming $ 1,172,777 $ 1,113,573 $ 59,204 5.3 % Amusement 22,244 23,973 (1,729) (7.2) % Manufacturing 12,235 13,353 (1,118) (8.4) % ATM fees and other 23,716 19,521 4,195 21.5 % Total net revenues 1,230,972 1,170,420 60,552 5.2 % Operating expenses: Cost of revenue (exclusive of depreciation and amortization expense shown below) 852,373 809,524 42,849 5.3 % Cost of manufacturing goods sold (exclusive of depreciation and amortization expense shown below) 7,100 7,671 (571) (7.4) % General and administrative 194,721 180,248 14,473 8.0 % Depreciation and amortization of property and equipment 43,978 37,906 6,072 16.0 % Amortization of intangible assets and route and customer acquisition costs 22,577 21,211 1,366 6.4 % Other expenses, net 19,339 6,453 12,886 199.7 % Total operating expenses 1,140,088 1,063,013 77,075 7.3 % Operating income 90,884 107,407 (16,523) (15.4) % Interest expense, net 35,892 33,144 2,748 8.3 % Loss on change in fair value of contingent earnout shares 1,276 8,539 (7,263) (85.1) % Gain on expiration of warrants (13) — (13) (100.0) % Income before income tax expense 53,729 65,724 (11,995) (18.3) % Income tax expense 18,438 20,121 (1,683) (8.4) % Net income $ 35,291 $ 45,603 $ (10,312) (22.6) % Revenues Total net revenues for the year ended December 31, 2024 were $1,231.0 million, an increase of $60.6 million, or 5.2%, compared to the prior year .
Deferred income taxes are recognized for the tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of the assets and liabilities. 29 Table of Contents Results of Operations The following table summarizes our results of operations on a consolidated basis for the years ended December 31, 2025 and 2024 : (in thousands, except %s) Year Ended December 31, Increase / (Decrease) 2025 2024 Change Change % Net Revenues: Net gaming $ 1,243,471 $ 1,172,777 $ 70,694 6.0 % Amusement 21,685 22,244 (559) (2.5) % Manufacturing 10,857 12,235 (1,378) (11.3) % ATM fees and other 54,947 23,716 31,231 131.7 % Total net revenues 1,330,960 1,230,972 99,988 8.1 % Operating expenses: Cost of revenue (exclusive of depreciation and amortization expense shown below) 908,121 852,373 55,748 6.5 % Cost of manufacturing goods sold (exclusive of depreciation and amortization expense shown below) 5,627 7,100 (1,473) (20.7) % General and administrative 219,336 194,721 24,615 12.6 % Depreciation and amortization of property and equipment 52,725 43,978 8,747 19.9 % Amortization of intangible assets and route and customer acquisition costs 25,425 22,577 2,848 12.6 % Other expenses, net 11,875 19,339 (7,464) (38.6) % Total operating expenses 1,223,109 1,140,088 83,021 7.3 % Operating income 107,851 90,884 16,967 18.7 % Interest expense, net 34,198 35,892 (1,694) (4.7) % Loss from unconsolidated affiliates 59 — 59 N/A Loss on change in fair value of contingent earnout shares 573 1,276 (703) (55.1) % Gain on expiration of warrants — (13) 13 100.0 % Loss on debt extinguishment 1,090 — 1,090 N/A Income before income tax expense 71,931 53,729 18,202 33.9 % Income tax expense 20,659 18,438 2,221 12.0 % Net income $ 51,272 $ 35,291 $ 15,981 45.3 % Net Revenues Total net revenues for the year ended December 31, 2025 were $1,331.0 million, an increase of $100.0 million, or 8.1%, compared to the prior year .
In addition, general and administrative expense also includes marketing, information technology, insurance, rent and professional fees. Depreciation and amortization of property and equipment. Depreciation is computed using the straight-line method over the estimated useful lives of the individual assets. Leasehold improvements are amortized over the shorter of the useful life or the lease.
Depreciation and amortization of property and equipment. Depreciation is computed using the straight-line method over the estimated useful lives of the individual assets. Leasehold improvements are amortized over the shorter of the useful life or the lease. Amortization of intangible assets and route and customer acquisition costs.
The change was primarily due to the fluctuations in the market value of our Class A-1 common stock, which is the primary input to the valuation of the contingent earnout shares. Income tax expense Income tax expense for the year ended December 31, 2024 was $18.4 million, a decrease of $1.7 million, or 8.4%, compared to the prior year .
The change was primarily due to the fluctuations in the market value of our Class A-1 common stock, which is the primary input to the valuation of the contingent earnout shares.
The following tables set forth information with respect to our location hold-per-day in our primary locations: Year Ended December 31, 2024 Increase / (Decrease) 2024 2023 Change Change % Illinois $ 864 $ 849 $ 15 1.8 % Montana 609 582 27 4.6 % Nevada 823 851 (28) (3.3) % Nebraska 241 234 7 3.0 % Louisiana 979 — Non-GAAP Financial Measures Adjusted EBITDA and Adjusted net income are non-GAAP financial measures, but are key metrics management uses to monitor ongoing core operations.
The following tables set forth information with respect to our location hold-per-day in our primary locations: Year Ended December 31, Increase / (Decrease) 2025 2024 Change Change % Illinois $ 894 $ 864 $ 30 3.5 % Montana 617 609 8 1.3 % Nevada 728 823 (95) (11.5) % Louisiana 979 979 — — % Nebraska 301 241 60 24.9 % Georgia 149 119 30 25.2 % 33 Table of Contents Non-GAAP Financial Measures Adjusted EBITDA is a non-GAAP financial measure, but is a key metric management uses to monitor ongoing core operations.
We utilize this metric to continually monitor growth from existing locations, organic openings, purchased locations, and competitor conversions. 38 Table of Contents The following table sets forth information with respect to the number of gaming terminals in our primary locations: As of December 31, Increase / (Decrease) 2024 2023 Change Change % Illinois 15,693 15,276 417 2.7 % Montana 6,467 6,276 191 3.0 % Nevada 2,650 2,704 (54) (2.0) % Nebraska 948 827 121 14.6 % Louisiana 588 — 588 100.0 % Total gaming terminals 26,346 25,083 1,263 5.0 % Location hold-per-day Location hold-per-day is calculated by dividing net gaming revenue in the period by the average number of locations, which is then further divided by the number of operational days.
The following table sets forth information with respect to the number of gaming terminals in our primary locations: As of December 31, Increase / (Decrease) 2025 2024 Change Change % Illinois 15,534 15,693 (159) (1.0) % Montana 6,598 6,467 131 2.0 % Nevada 2,996 2,650 346 13.1 % Louisiana 684 588 96 16.3 % Nebraska 1,019 948 71 7.5 % Georgia 1,119 808 311 38.5 % Total gaming terminals 27,950 27,154 796 2.9 % Location hold-per-day Location hold-per-day is calculated by dividing net gaming revenue in the period by the average number of locations, which is then further divided by the number of operational days.
We intend to continue to monitor macroeconomic conditions closely and may determine to take certain financial or operational actions in response to such conditions to the extent our business begins to be adversely impacted. Components of Performance Revenues Net gaming. Net gaming revenue represents net cash received from gaming activities, which is the difference between gaming wins and losses.
In the first half of 2024, we accelerated certain of our capital expenditures related to gaming terminals and related components to manage our supply chain. We intend to continue to monitor macroeconomic conditions closely and may determine to take certain financial or operational actions in response to such conditions to the extent our business begins to be adversely impacted.
The increase was attributable to more cash used for business and asset acquisitions, primarily due to the acquisition of Toucan Gaming, the proceeds from the settlement of our convertible notes that happened in 2023, which did not reoccur in the current year, and our investment in an equity interest, partially offset by lower purchases of property and equipment.
The decrease was attributable to less cash used for business and asset acquisitions, primarily due to the prior year acquisition of Toucan Gaming, and our investment in an equity interest in the prior year, partially offset by higher purchases of property and equipment and an acquisition of an indefinite-lived operating license at Fairmount.
On January 12, 2022, we hedged the variability of the cash flows attributable to the changes in the 1-month LIBOR/SOFR interest rate on the first $300 million of the term loan under the Credit Agreement by entering into a 4-year series of 48 deferred premium caplets (“caplets ”) .
On January 12, 2022, we hedged the variability of the cash flows attributable to the changes in the 1-month SOFR interest rate on the first $300 million of the term loan under our Prior Credit Facility by entering into a 4-year series of 48 deferred premium caplets (“caplets ”), which remained in effect under the New Credit Facility and expired in January 2026. 37 Table of Contents We recognized an unrealized loss on the change in fair value of the interest rate caplets of $4.0 million and $3.8 million , net of income taxes, for the years ended December 31, 2025 , and 2024 .
The decrease can be attributed to higher deferred tax liabilities and working capital adjustments, partially offset by lower payments on consideration payable. Net cash used in investing activities For the year ended December 31, 2024, net cash used in investing activities was $124.2 million, an increase in cash used of $64.4 million over the prior year.
The increase can be attributed to higher deferred income taxes and working capital adjustments. 38 Table of Contents Net cash used in investing activities For the year ended December 31, 2025, net cash used in investing activities was $100.6 million, a decrease of $23.6 million over the prior year.
If the carrying value, after the income or loss attribution, is below the estimated redemption value at each reporting period, we will remeasure the redeemable noncontrolling interests to its redemption value at which point any measurement period adjustments are recorded to equity and a corresponding adjustment to earnings per share. 43 Table of Contents Cash Flows The following table summarizes our net cash provided by or used in operating activities, investing activities and financing activities for the periods indicated and should be read in conjunction with our consolidated financial statements and the notes thereto included in Part II, Item 8 of this Annual Report on Form 10-K : (in thousands) Year Ended December 31, 2024 2023 Change Net cash provided by operating activities $ 121,194 $ 132,530 $ (11,336) Net cash used in investing activities (124,151) (59,793) (64,358) Net cash provided by (used in) financing activities 22,651 (35,239) 57,890 Net cash provided by operating activities Fo r the year ended December 31, 2024, net cash provided by operating activities was $121.2 million, a decrease of $11.3 million over the prior year.
Cash Flows The following table summarizes our net cash provided by or used in operating activities, investing activities and financing activities for the periods indicated and should be read in conjunction with our consolidated financial statements and the notes thereto included in Part II, Item 8 of this Annual Report on Form 10-K : (in thousands) Year Ended December 31, 2025 2024 Change Net cash provided by operating activities $ 150,875 $ 121,194 $ 29,681 Net cash used in investing activities (100,554) (124,151) 23,597 Net cash (used in) provided by financing activities (35,060) 22,651 (57,711) Net cash provided by operating activities Fo r the year ended December 31, 2025, net cash provided by operating activities was $150.9 million, an increase of $29.7 million over the prior year.
The increase was driven primarily by an increase in net gaming revenue of $59.2 million, or 5.3%, which reflected an increase in gaming locations and terminals.
The increase was driven primarily by an increase in net gaming revenue of $70.7 million, or 6.0%, which reflected an increase in gaming locations, gaming terminals and revenue from our casino operations, as well as higher ATM fees and other revenue of $54.9 million, an increase of $31.2 million, or 131.7%, which included revenue from our racing operations.
Company Overview We are a leading distributed gaming and local entertainment operator in the United States (“U.S.”) and a preferred partner for local business owners in the markets we serve. We offer turnkey, full-service gaming solutions to bars, restaurants, convenience stores, truck stops, and fraternal and veteran establishments across the country.
Company Overview We are a leading distributed gaming operator in the United States (“U.S.”), as well as a developer of brick-and-mortar casinos that serve local gaming markets and horse racing venues. We are a preferred partner for local business owners in the markets we serve.
Amendment No. 2, among other things, provided for: 41 Table of Contents • an increase in the amount of the revolving credit facility from $100.0 million to $150.0 million, • $350.0 million initial term loan facility, the proceeds of which were applied to refinancing existing indebtedness, and • $400.0 million delayed draw term loan facility (“DDTL”) The maturity date of the Credit Agreement was extended to October 22, 2026.
The Prior Credit Facility provided for a: • $150.0 million revolving credit facility, • $350.0 million term loan facility, and 35 Table of Contents • $400.0 million delayed draw term (“DDTL”) loan facility Our ability to borrow on the DDTL ended on October 22, 2024, and the maturity date of the Prior Credit Facility was October 22, 2026.
Our operations offer a complementary source of revenue for our location partners by offering a “one-stop” solution of support, service, and equipment through: • Providing unmatched customer support, guidance, and expertise so our location partners can grow their businesses with incremental revenue. • Installing, maintaining, operating and servicing gaming terminals and related equipment for our location partners as well as redemption devices that have automated teller machine (“ATM”) functionality and stand-alone ATMs, driving game play and player loyalty. • Offering amusement devices, including jukeboxes, dartboards, pool tables, and other entertainment related equipment that enhance customer experience and engagement.
We install, maintain, operate and service gaming terminals and related equipment for our location partners as well as redemption devices that have automated teller machine (“ATM”) functionality and stand-alone ATMs. We offer amusement devices, including jukeboxes, dartboards, pool tables, and other entertainment related equipment.
Other expenses, net Other expenses, net for the year ended December 31, 2024 were $19.3 million, an increase of $12.9 million, or 199.7%, compared to the prior year .
Income tax expense Income tax expense for the year ended December 31, 2025 was $20.7 million, an increase of $2.2 million, or 12.0%, compared to the prior year . The effective tax rate for the year ended December 31, 2025 was 28.7% compared to 34.3% in the prior year period.
Furthermore, our revenue is largely driven by players’ disposable incomes and level of gaming activity, and economic conditions that adversely impact players’ ability and desire to spend disposable income at our locations partners may adversely affect our results of operations and cash flows.
Economic conditions that adversely impact players’ ability and desire to spend disposable income at our location partners may adversely affect our results of operations and cash flows. In 2025, we did not observe any material impacts to our business or outlook from the macroeconomic factors noted above.
The increase was attributable to higher payroll-related costs, as we continue to grow our operations, as well as higher stock-based compensation expense, partially offset by lower legal settlements and parts and repair expense.
General and administrative Total general and administrative expenses for the year ended December 31, 2025 were $219.3 million, an increase of $24.6 million, or 12.6%, compared to the prior year. The increase was attributable to higher payroll-related costs, facilities-related expenses, and insurance-related costs as we continue to grow our operations, partially offset by lower parts and repair expense.
Total net revenues by state are presented below (in thousands, except %s): Year Ended December 31, 2024 Increase / (Decrease) 2024 2023 Change Change % Total net revenues by state: Illinois $ 906,572 $ 867,200 $ 39,372 4.5 % Montana 161,698 154,402 7,296 4.7 % Nevada 114,551 117,074 (2,523) (2.2) % Nebraska 25,384 19,043 6,341 33.3 % Louisiana (1) 5,445 — 5,445 100.0 % All other 17,322 12,701 4,621 36.4 % Total net revenues $ 1,230,972 $ 1,170,420 $ 60,552 5.2 % (1) Revenues for Louisiana only represents two months of operations. 36 Table of Contents Cost of revenue Total cost of revenue for the year ended December 31, 2024 was $852.4 million, an increase of $42.8 million, or 5.3%, compared to the prior year due primarily to higher net gaming revenue, as described above.
Total net revenues by state are presented below (in thousands, except %s): 30 Table of Contents Year Ended December 31, Increase / (Decrease) 2025 2024 Change Change % Total net revenues by state: Illinois $ 963,165 $ 906,572 $ 56,593 6.2 % Montana 164,323 161,698 2,625 1.6 % Nevada 108,884 114,551 (5,667) (4.9) % Louisiana (1) 37,580 5,445 32,135 590.2 % Nebraska 33,233 25,384 7,849 30.9 % Georgia 19,891 13,209 6,682 50.6 % All other 3,884 4,113 (229) (5.6) % Total net revenues $ 1,330,960 $ 1,230,972 $ 99,988 8.1 % (1) 2024 revenues for Louisiana only represents two months of operations.
The failure to pay certain amounts owing under the Credit Agreement may result in an increase in the interest rate applicable thereto. We were in compliance with all debt covenants as of December 31, 2024 . We expect to meet our cash obligations and remain in compliance with all debt covenants for the next 12 months.
As such, w e were in compliance with all debt covenants under the New Credit Facility as of December 31, 2025 and expect to remain in compliance for the next 12 months. Other Financing Activities From time to time, we may take advantage of favorable financing terms offered by our vendors for the purchases of property and equipment .
The increase was primarily attributable to higher fair value adjustments associated with the revaluation of contingent consideration liabilities and higher non-recurring expenses related to acquisitions, as well as the impact of a $1.7 million gain recognized in the prior-year period on the convertible note settlement as discussed in Note 4 to the consolidated financial statements.
Other expenses, net Other expenses, net for the year ended December 31, 2025 were $11.9 million, a decrease of $7.5 million, or 38.6%, compared to the prior year . The decrease was primarily attributable to lower fair value adjustments associated with the revaluation of contingent consideration liabilities and lower non-recurring expenses.
General and administrative Total general and administrative expenses for the year ended December 31, 2024 were $194.7 million, an increase of $14.5 million, or 8.0%, compared to the prior year.
Cost of revenue Total cost of revenue for the year ended December 31, 2025 was $908.1 million, an increase of $55.7 million, or 6.5%, compared to the prior year driven by higher net gaming revenue and revenue from our racing operations, as described above.
We also design and manufacture gaming terminals and related equipment. We are continuously evaluating additional opportunities that are complementary to our core business.
We are continuously evaluating additional opportunities that are complementary to our core business, such as our acquisition of Fairmount Park - Casino & Racing (“Fairmount”) in Collinsville, Illinois.
Removed
In strategic markets, we are the owner and operator of our own retail establishments, and gaming and entertainment venues.
Added
We offer turnkey, full-service gaming solutions to bars, restaurants, convenience stores, truck stops, and fraternal and veteran establishments across the country, as well as casinos and horse racing venues. Our focus is providing unmatched customer support, guidance, and expertise so our location partners can grow their businesses with an additional revenue stream.
Removed
Starting in 2025, we plan to open a casino at the FanDuel Sportsbook and Racktrack in the greater St. Louis/southern Illinois market, with Phase I of the casino opening in second quarter 2025 and the Phase II build out of a permanent facility anticipated to start shortly after the completion of Phase I.
Added
These operations provide a complementary source of lead generation for our gaming business by offering a “one-stop” source of additional equipment for our location partners. We also design and manufacture gaming terminals and related equipment.
Removed
To date, we have not observed material impacts in our business or outlook, outside of observed increases in our costs related to higher wages and increased interest expense on our debt. In 2023 and the first half of 2024, we accelerated certain of our capital expenditures related to gaming machines and related components to manage our supply chain.
Added
The One Big Beautiful Bill Act (the “Act”) was signed into law on July 4, 2025. The Act contains significant tax law changes impacting business tax payers with various effective dates, with certain provisions effective in 2025 and others to be implemented through 2027.
Removed
The effective tax rate for the year ended December 31, 2024 was 34.3% compared to 30.6% in the prior year period. Our effective income tax rate can vary from period to period depending on, among other factors, the amount of permanent tax adjustments and discrete items.
Added
Among the tax law changes that impact us are those that relate to the timing of certain tax deductions including depreciation expense, interest expense and research and development expenditures. Because these tax law changes impact the timing of these deductions, they will not reduce our overall effective tax rate.
Removed
On August 4, 2020, in order to provide a waiver of financial covenant breach for the periods ended September 30, 2020 through March 31, 2021 of the First Lien Net Leverage Ratio and Fixed Charge Coverage Ratio (each as defined under the Credit Agreement), we and the other parties thereto entered into Amendment No. 1 to the Credit Agreement (“Amendment No. 1”) .
Added
However, these tax law changes have resulted in a favorable reduction to our tax expense for the year ended December 31, 2025 which was offset by an increase to deferred tax expense. Components of Performance Net Revenues Net gaming. Net gaming revenue represents net cash received from gaming activities, which is the difference between gaming wins and losses.
Removed
A mendment No.1 also raised the floor for the adjusted LIBOR rate to 0.50% and the floor for the Base Rate to 1.50%. The waivers of financial covenant breach were never utilized as we remained in compliance with all debt covenants during these periods.
Added
Beginning in the first quarter of 2025, revenues from our racing operations are also included. 28 Table of Contents Operating Expenses Cost of revenue.
Removed
On October 22, 2021, in order to increase the borrowing capacity under the Credit Agreement, we and the other parties thereto entered into Amendment No. 2 to the Credit Agreement (“Amendment No. 2”).

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

4 edited+2 added−1 removed1 unchanged
Biggest changeAs a result, these amounts are not materially affected by changes in interest rates.
Biggest changeC ash and cash equivalents are held in cash vaults, highly liquid, checking and money market accounts, gaming terminals, redemption terminals, ATMs, and amusement equipment. As a result, these amounts are not materially affected by changes in interest rates.
If the underlying interest rates were to increase by 1.0%, or 100 basis points, the increase in interest expense on our floating rate debt would negatively impact our future earnings and cash flows by approximately $3.0 million annually, assuming the balance outstanding under our Credit Facility remained at $597.4 million.
If the underlying interest rates were to increase by 1.0%, or 100 basis points, the increase in interest expense on our floating rate debt would negatively impact our future earnings and cash flows by approximately $3.1 million annually, assuming the balance outstanding under our New Credit Facility remained at $612.0 million.
Our exposure to higher interest rates is partially mitigated as we hedged the variability of the cash flows attributable to the changes in the 1-month LIBOR/SOFR interest rate on the first $300 million of the term loan under the Credit Agreement by entering into a 4-year series of 48 deferred premium caplets (“caplets ”) on January 12, 2022.
Our exposure to higher interest rates was partially mitigated as we hedged the variability of the cash flows attributable to the changes in the 1-month SOFR interest rate on the first $300 million of the term loan facility by entering into a 4-year series of 48 deferred premium caplets (“caplets ”) on January 12, 2022, which expired in January of 2026.
Our borrowings under our senior secured credit facility were $597.4 million as of December 31, 2024.
Our borrowings under our New Credit Facility were $612.0 million as of December 31, 2025.
Removed
The caplets mature at the end of each month and are used to protect our exposure as the 1-month LIBOR/SOFR interest rate began to exceed 2% starting in second half of 2022. C ash and cash equivalents are held in cash vaults, highly liquid, checking and money market accounts, gaming terminals, redemption terminals, ATMs, and amusement equipment.
Added
The caplets matured at the end of each month and were used to protect our exposure as the 1-month SOFR interest exceeded 2% . On January 30, 2026, we continued to hedge the variability of the cash flows attributable to the changes in the 1-month Term SOFR interest rate by entering into an interest rate collar.
Added
The collar establishes a cap interest rate of 4.00% and a floor interest rate of 2.9215%. The interest‑rate collar is structured so its notional amount and timing exactly match the term loan’s outstanding balance and scheduled principal payments. The interest rate collar matures in September 2029.

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