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What changed in Bally's Corp's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Bally's Corp'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.

+486 added−361 removedSource: 10-K (2026-03-23) vs 10-K (2025-03-17)

Top changes in Bally's Corp's 2025 10-K

486 paragraphs added · 361 removed · 244 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

41 edited+51 added−44 removed21 unchanged
Biggest change(“Intralot”), a global lottery management and services business. Our revenues are primarily generated by these gaming and entertainment offerings. Our proprietary software and technology stack is designed to allow us to provide consumers with differentiated offerings and exclusive content.
Biggest changeOur proprietary software and technology stack is designed to allow us to provide consumers with differentiated offerings and exclusive content. Our Strategy and Business Developments We seek to continue to grow our business by focusing on expanding our integrated casino and interactive gaming platform, optimizing our capital structure, and employing disciplined growth initiatives.
The laws of some foreign countries do not protect intellectual property rights to the same extent as the laws of the United States. Further, third parties may independently develop similar brands and technologies which would negatively impact the value of our intellectual property. Corporate Information We were incorporated in Delaware on March 1, 2004.
The laws of some foreign countries do not protect intellectual property rights to the same extent as the laws of the United States. Further, third parties may independently develop similar brands and technologies which would negatively impact the value of our intellectual property. 13 Corporate Information We were incorporated in Delaware on March 1, 2004.
In addition, we hold an exclusive trademark license for Hard Rock in relation to our Hard Rock Biloxi casino. The Hard Rock license expires in 2027 with an option to renew for two successive ten-year terms. We create original software code and designs for our interactive gaming and betting services.
In addition, we hold an exclusive trademark license for Hard Rock in relation to our Hard Rock Biloxi casino. The Hard Rock license expires in 2027 with an option to renew for two successive ten-year terms. We create original software code and designs for our interactive gaming, lottery and betting services.
A failure to comply with the Regulatory Agreement could subject us to injunctive and monetary relief, and ultimately the revocation or suspension of our licenses to operate in Rhode Island. The DoL also has regulatory authority over Bally’s under our VLT master contracts with the DoL.
A failure to comply with the Regulatory Agreement could subject us to injunctive and monetary relief, and ultimately the revocation or suspension of our licenses to operate in Rhode Island. 12 The DoL also has regulatory authority over Bally’s under our VLT master contracts with the DoL.
Interactive Brands We operate a suite of award-winning brands and are focused on building a diverse portfolio of distinctive and recognizable brands that deliver platforms, player experiences and gaming content globally.
Interactive Brands We operate a suite of award-winning brands and are focused on building a diverse portfolio of distinctive and recognizable brands that deliver player experiences and gaming content globally.
In addition, our Code of Business Conduct, Corporate Governance Guidelines and charters of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee are available on our website, www.Ballys.com. The information that is contained in, or that is accessed through, our website is not part of this filing. 11
In addition, our Code of Business Conduct, Corporate Governance Guidelines and charters of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee are available on our website, www.Ballys.com. The information that is contained in, or that is accessed through, our website is not part of this filing. 14
Following the sale of the Carved-Out Business in the fourth quarter of 2024, our in-house brands in foreign jurisdictions include Jackpotjoy, Botemania, Vera & John (in Sweden only) and Bally Casino. We also operate interactive sites under brand license agreements with third parties, including the Virgin, Rainbow Riches, Double Bubble Bingo and Monopoly brands.
Following the sale of the Carved-Out Business in the fourth quarter of 2024, our in-house brands in foreign jurisdictions include Jackpotjoy, Botemania, Vera & John (in Sweden only) and Bally Bet Sports & Casino. We also operate interactive sites under brand license agreements with third parties, including the Virgin Games, Rainbow Riches Casino, Double Bubble Bingo and Monopoly Casino brands.
Casinos & Resorts - includes 19 land-based casino properties, one horse racetrack and one golf course as of February 28, 2025: Property Name Location Bally’s Atlantic City Casino Resort (“Bally’s Atlantic City”) Atlantic City, New Jersey Bally’s Black Hawk (“Bally's Black Hawk”) (1)(2) Black Hawk, Colorado Bally’s Chicago Casino (“Bally’s Chicago”) (3) Chicago, Illinois Bally’s Dover Casino Resort (“Bally’s Dover”) (2) Dover, Delaware Bally’s Evansville Casino & Hotel (“Bally’s Evansville”) (2) Evansville, Indiana Bally’s Kansas City Casino (“Bally’s Kansas City”) (2) Kansas City, Missouri Bally’s Lake Tahoe Casino Resort (“Bally’s Lake Tahoe”) Lake Tahoe, Nevada Bally’s Quad Cities Casino & Hotel (“Bally’s Quad Cities”) (2) Rock Island, Illinois Bally’s Shreveport Casino & Hotel (“Bally’s Shreveport”) (2) Shreveport, Louisiana Bally’s Tiverton Casino & Hotel (“Bally’s Tiverton”) (2) Tiverton, Rhode Island Bally’s Twin River Lincoln Casino Resort (“Bally’s Twin River”) Lincoln, Rhode Island Bally’s Vicksburg Casino (“Bally’s Vicksburg”) Vicksburg, Mississippi Hard Rock Hotel & Casino Biloxi (“Hard Rock Biloxi”) (2) Biloxi, Mississippi Bally’s Arapahoe Park Aurora, Colorado Bally’s Golf Links at Ferry Point (“Bally’s Golf Links”) Bronx, New York Casino Queen Marquette (4) Marquette, Iowa DraftKings at Casino Queen (4) East St.
Casinos & Resorts - includes 19 land-based casino properties, one horse racetrack and one golf course in the US as of February 28, 2026 : Property Name Location Bally’s Atlantic City Casino Resort (“Bally’s Atlantic City”) Atlantic City, New Jersey Bally’s Black Hawk (1)(2) Black Hawk, Colorado Bally’s Chicago Casino (“Bally’s Chicago”) (3) Chicago, Illinois Bally’s Dover Casino Resort (“Bally’s Dover”) (2) Dover, Delaware Bally’s Evansville Casino & Hotel (“Bally’s Evansville”) (2) Evansville, Indiana Bally’s Kansas City Casino (“Bally’s Kansas City”) (2) Kansas City, Missouri Bally’s Lake Tahoe Casino Resort (“Bally’s Lake Tahoe”) Lake Tahoe, Nevada Bally’s Quad Cities Casino & Hotel (“Bally’s Quad Cities”) (2) Rock Island, Illinois Bally’s Shreveport Casino & Hotel (“Bally’s Shreveport”) (2) Shreveport, Louisiana Bally’s Tiverton Casino & Hotel (“Bally’s Tiverton”) (2) Tiverton, Rhode Island Bally’s Twin River Lincoln Casino Resort (“Bally’s Twin River”) (2) Lincoln, Rhode Island Bally’s Vicksburg Casino (“Bally’s Vicksburg”) Vicksburg, Mississippi Hard Rock Hotel & Casino Biloxi (“Hard Rock Biloxi”) (2) Biloxi, Mississippi Bally’s Arapahoe Park Aurora, Colorado Bally’s Golf Links at Ferry Point (“Bally’s Golf Links”) Bronx, New York Casino Queen Marquette (2) Marquette, Iowa DraftKings at Casino Queen (2) East St.
While we take action to protect our intellectual property rights, there is always a risk that (i) our proprietary rights become invalidated or unenforceable, (ii) we are unsuccessful in obtaining trademark or patent registrations and (iii) we are unsuccessful in our enforcement efforts and therefore unable to prevent what we consider to be misuse of our intellectual property assets.
While we take action to protect our intellectual property rights, there is always a risk that (i) our proprietary rights become invalidated or unenforceable, (ii) we are unsuccessful in obtaining trademark or patent registrations, (iii) a brand license agreement is terminated, and (iv) we are unsuccessful in our enforcement efforts and therefore unable to prevent what we consider to be misuse of our intellectual property assets.
In addition, we recently implemented a Management Development Program, which is designed to allow us to identify and promote high performing talent within our workforce.
In addition, we maintain a Management Development Program which is designed to allow us to identify and promote high performing talent within our workforce.
Our brands are generally as follows, which include certain licensed brands: • iGaming brands: Bally Casino , Rainbow Riches Casino, Virgin Casino, Virgin Games, Monopoly Casino; • Online bingo: Jackpotjoy, Double Bubble Bingo and Botemania; • Sportsbook: Bally Bet and Sportsbook ; • F2P: Bally Play, Bally Live and SportCaller; • Gamesys , an iGaming and online bingo platform provider and operator; and • Telescope , a provider of real-time audience engagement solutions for live events, gamified second screen experiences and interactive livestreams.
Our brands are generally as follows, which include certain licensed brands: • iGaming brands: Bally Bet , Rainbow Riches Casino, Virgin Games, Monopoly Casino; • Online bingo: Jackpotjoy, Double Bubble Bingo and Botemania; • Sportsbook: Bally Bet ; • Free-to-Play Games: Bally Play, Bally Sports Live and SportCaller; • Telescope , a provider of real-time audience engagement solutions for live events, gamified second screen experiences and interactive livestreams.
As a licensed Technology Provider since July 1, 2021, Bally’s Twin River is entitled to an additional share of net terminal income on Video Lottery Terminals (“VLTs”) which they owned or leased.
As a licensed Technology Provider since July 1, 2021, Bally’s Twin River is entitled to an additional share of net terminal income on VLTs which they owned or leased.
Responsible Online Gaming Association and the corporate Leadership Circle for the National Council on Problem Gambling, adopted American Gaming Association’s Responsible Marketing Code of Conduct and supported its annual "Have a Game Plan" Campaign, and received RG Check responsible gaming accreditation for online operations BallyCasino.com and VirginCasino.com (since rebranded to MONOPOLYCasinoUS.com).
The Company is a member of the U.S. Responsible Online Gaming Association and the corporate Leadership Circle for the National Council on Problem Gambling, adopted American Gaming Association’s Responsible Marketing Code of Conduct and supported its annual “Have a Game Plan” Campaign, and received RG Check responsible gaming accreditation for online operations BallyCasino.com and VirginCasino.com (since rebranded to MONOPOLYCasinoUS.com).
Refer to Note 23 “ Segment Reporting ” to our consolidated financial statements presented in Part II, Item 8 of this Annual Report on Form 10-K for additional information on our segment reporting structure. 5 Our Brands Bally’s Brand Bally’s is an iconic brand.
Refer to Note 20 “ Segment Reporting ” to our consolidated financial statements presented in Part II, Item 8 of this Annual Report on Form 10-K for additional information on our segment reporting structure. Our Brands Bally’s Brand Bally’s is an iconic brand with broad recognition in the gaming industry.
Our software code is primarily protected by copyright and, to a lesser extent, patents. Although our business is not dependent on any one of our patents or combination of our patents, we file patent applications where we believe it is appropriate to do so. We also license in patented technology where required for the operation of our business.
Our software code is primarily protected by copyright and, to a lesser extent, patents. Although our business is not dependent on any one of our patents or combination of our patents, we file patent applications where we believe it is appropriate to do so.
Environmental, Social and Corporate Governance Bally’s is committed to engaging and investing in the communities in which we operate and promoting a diverse and inclusive workplace for our valued team members. We strive to make a positive impact and embrace our commitment to responsible gaming and business practices.
Our collective bargaining agreements generally have three-or-five-year terms. Environmental, Social and Corporate Governance Bally’s is committed to engaging and investing in the communities in which we operate and promoting a diverse and inclusive workplace for our valued team members. We strive to make a positive impact and embrace our commitment to responsible gaming and business practices.
For further information on our recent acquisitions, refer to Note 7 “ Business Combinations ” to our consolidated financial statements presented in Part II, Item 8 of this Annual Report on Form 10-K. Our Operating Structure Our business is organized into three reportable segments: (i) Casinos & Resorts, (ii) International Interactive, and (iii) North America Interactive.
For further information on our recent acquisitions, refer to Notes 1 “General Information” and 7 “ Business Combinations ” to our consolidated financial statements presented in Part II, Item 8 of this Annual Report on Form 10-K. 6 Our Operating Structure Our business is organized into four reportable segments: (i) Casinos & Resorts , (ii) Bally's Intralot B2B , (iii) Bally's Intralot B2C and (iv) North America Interactive .
In line with our multi-brand strategy, we register trademarks for brands either directly exploited by us in the provision of gaming services or for the purpose of licensing to third parties.
The Bally’s and Bally brands are protected by approximately 200 trademark registrations and applications in the US and foreign jurisdictions. In line with our multi-brand strategy, we register trademarks for brands either directly exploited by us in the provision of gaming services or for the purpose of licensing to third parties.
Some jurisdictions, including those in which we are licensed, empower their regulators to investigate participation by licensees in gaming outside their jurisdiction and require access to periodic reports reflecting those gaming activities.
Violations of laws or regulations in one jurisdiction could result in disciplinary action in that and other jurisdictions. Some jurisdictions, including those in which we are licensed, empower their regulators to investigate participation by licensees in gaming outside their jurisdiction and require access to periodic reports reflecting those gaming activities.
Governmental Gaming Regulation General The casino and iGaming industries are highly regulated, and we must maintain licenses and pay gaming taxes in each jurisdiction in which we operate. Our casino and iGaming businesses are subject to extensive regulation under the laws, rules and regulations of the jurisdiction in which we operate.
Governmental Gaming Regulation General The casino, iGaming and lottery industries are highly regulated, and we must maintain licenses and pay gaming taxes in each jurisdiction in which we operate.
We seek to increase revenues at our casinos and resorts through enhancing the guest experience by providing popular games, restaurants, hotel accommodations, entertainment and other amenities in attractive surroundings with high-quality guest service.
Across the globe, we engage in multiple state and private bidding processes, seeking to obtain new lottery agreements through our innovative technology and solutions. We seek to increase revenues at our casinos and resorts through enhancing the guest experience by providing popular games, restaurants, hotel accommodations, entertainment and other amenities in attractive surroundings with high-quality guest service.
A large number of our employees at our Casinos & Resorts properties within several US states are represented by a labor union and are subject to collective bargaining agreements with us. As of December 31, 2024, we had 32 collective bargaining agreements covering 3,442 employees. Our collective bargaining agreements generally have three-or-five-year terms.
Labor Relations As of December 31, 2025 , we had approximately 11,700 employees. A large number of our employees at our Casinos & Resorts properties within several US states are represented by a labor union and are subject to collective bargaining agreements with us. As of December 31, 2025 , we had 36 collective bargaining agreements covering 3,679 employees.
We also engage with our employees through a number of health and wellness programs which include, an annual wellness fair, annual flu shots, weight loss programs, quarterly fitness challenges, employee assistance program, student loan assistance, and weekly wellness communications providing helpful information on health initiatives. 8 We also believe in the importance of giving back to our communities and have several community impact initiatives, including fundraising events to support local organizations and community service events.
We also engage with our employees through a number of health and wellness programs which include an annual wellness fair, annual flu shots, weight loss programs, quarterly fitness challenges, employee assistance program, student loan assistance, and weekly wellness communications providing helpful information on health initiatives.
BUSINESS Bally’s Corporation, a Delaware corporation, with global headquarters in Providence, Rhode Island, is referred to as the “Company,” “Bally’s,” “we,” “our” or “us.” Our common stock is traded on the New York Stock Exchange (the “NYSE”) under the symbol “BALY.” Our Company We are a global gaming, hospitality and entertainment company with a portfolio of casinos and resorts and a growing omni-channel presence.
ITEM 1. BUSINESS Bally’s Corporation, a Delaware corporation, with global headquarters in Providence, Rhode Island, is referred to as the “Company,” “Bally’s,” “we,” “our” or “us.” Our common stock is traded on the New York Stock Exchange (the “NYSE”) under the symbol “BALY”.
We believe that interactive gaming represents a significant strategic opportunity for the future growth of Bally’s and we will continue to actively focus resources in markets that we believe will regulate iGaming.
We believe that interactive gaming represents a significant strategic opportunity for the future growth of Bally’s and we will continue to proactively allocate resources in regions where we anticipate iGaming regulation, in addition to those markets where iGaming is already well-established.
(“Standard General”) and its affiliates, including Queen adding four new properties to our portfolio. For further information, refer to Note 1 “General Information” to our consolidated financial statements presented in Part II, Item 8 of this Annual Report on Form 10-K.
Refer to Note 1 “General Information” to our consolidated financial statements presented in Part II, Item 8 of this Annual Report on Form 10-K for more information on the Merger Agreement and the mergers.
Louis, Illinois The Belle of Baton Rouge (4) Baton Rouge, Louisiana The Queen Baton Rouge (4) Baton Rouge, Louisiana __________________________________ (1) Consists of three casino properties: Bally’s Black Hawk North Casino, Bally’s Black Hawk West Casino and Bally’s Black Hawk East Casino. (2) Properties leased from GLPI. Refer to Note 18 “ Leases ” for further information.
Louis, Illinois Bally's Baton Rouge Casino and Hotel (2) Baton Rouge, Louisiana The Queen Baton Rouge (2) Baton Rouge, Louisiana __________________________________ (1) Consists of three casino properties: Bally’s Black Hawk North Casino , Bally’s Black Hawk West Casino and Bally’s Black Hawk East Casino . (2) Properties leased from Gaming & Leisure Properties (“GLPI”).
We believe that our recent acquisitions have expanded and diversified us from financial and market exposure perspectives, while continuing to mitigate our susceptibility to regional economic downturns, idiosyncratic regulatory changes and increases in regional competition. We continue to make progress on the integration of our acquired assets and deploying capital on our strategic growth projects.
We believe that our recent acquisitions have expanded and diversified us from financial and market exposure perspectives, while continuing to mitigate our susceptibility to regional economic downturns, idiosyncratic regulatory changes and increases in regional competition. In 2025, we continued to execute our long-term strategy, focusing on portfolio expansion, interactive and digital growth, capital structure optimization and operational excellence.
For a more detailed description of regulations to which we are subject, see Exhibit 99.1 , to this Annual Report on Form 10-K, which is incorporated herein by reference. 9 Our Regulatory Agreement We are party to an Amended and Restated Regulatory Agreement (the “Regulatory Agreement”), with the Rhode Island Department of Business Regulation (“DBR”) and the State Lottery Division of the Rhode Island Department of Revenue (“DoL”).
For a more detailed description of regulations to which we are subject, see Exhibit 99.1 , to this Annual Report on Form 10-K, which is incorporated herein by reference.
This investment has led to the development and launch of a comprehensive Table Games Dealer Training Academy at the college campus near one of our largest casinos. The program's inaugural class achieved a 100% graduation rate, with all graduates receiving job offers from Bally’s; 90% of those graduates remain active team members today.
This investment has led to the development and launch of a comprehensive Table Games Dealer Training Academy at the college campus near one of our largest casinos.
In summary, we remain focused in our continuing effort to rebirth Bally’s brand as a legendary, integrated brand, leveraging our casino and resort, interactive and media environments with a compelling rewards program to rival our competition.
In summary, we remain focused on advancing Bally’s as a legendary, integrated brand by leveraging our casinos and resorts footprint, interactive offerings, media assets, and our comprehensive rewards program to enhance customer engagement and rival our competition.
We use variations of “Bally” in connection with our interactive products, including Bally Bet, Bally Live and Bally Play. The Bally’s and Bally brand is protected by approximately 170 trademark registrations and applications in the U.S. and foreign jurisdictions.
Our core brand in the United States is Bally’s and Bally. We use “Bally’s” in connection with a majority of our land-based properties. We use variations of “Bally” in connection with our interactive products, including Bally Bet, Bally Sports Live and Bally Play.
These laws, rules and regulations generally concern the responsibility, financial stability, integrity and character of the owners, managers, officers and certain employees of our gaming operations. Violations of laws or regulations in one jurisdiction could result in disciplinary action in that and other jurisdictions.
These laws, rules and regulations generally concern the responsibility, financial stability, integrity and character of the owners, managers, officers and certain employees of our gaming operations. Probity checks are conducted by regulatory authorities to establish that such persons are fit and proper .
As of February 28, 2025, we own and operate 19 casinos in 11 states across the United States (“US”), one golf course in New York, one horse racetrack in Colorado, and Aspers Casino in the United Kingdom (“UK”) (“Bally's Newcastle”), which was added to our portfolio in the fourth quarter of 2024.
As of February 28, 2026 , we own and operate 20 casinos globally, including in the United Kingdom (“UK”) and in 11 states across the United States (“US”), along with a golf course in New York and a horse racetrack in Colorad o.
We provide our customers with physical and interactive entertainment and gaming experiences, including traditional casino offerings, iGaming, online bingo, sportsbook and free-to-play (“F2P”) games.
Our Company We are a global gaming, hospitality, entertainment and technology company with an expanding international footprint across casino, interactive and lottery markets. We provide our customers and partners with physical and interactive entertainment and gaming experiences worldwide. Our offerings include traditional casino gaming, iGaming, online bingo, sportsbook, free-to- p lay games and technology driven lottery and gaming solutions.
Intellectual Property We develop intellectual property to differentiate our retail casinos and interactive products from our competitors. Our brands and technology constitute key business assets.
Intellectual Property We develop intellectual property to differentiate our retail casinos, interactive and lottery products from our competitors. Our brands and technology constitute key business assets. In order to protect our brands, technology and other creative output, we rely on a combination of trademarks, copyright, patents, trade secrets and contract law to establish and protect our proprietary rights.
North America Interactive - includes the North American operations of Gamesys, Bally’s Interactive, primarily a B2C online iGaming and online sportsbook operator; and consumer facing service and marketing engines, including SportCaller, a business-to-business (“B2B”) and F2P game provider for sports betting companies.
Bally's Intralot B2C - includes the Company’s interactive European gaming operations, Intralot’s B2C lottery operations, as well as one casino property, Bally's Newcastle , in the UK. North America Interactive - includes the North American operations of Bally’s Interactive, primarily a B2C online iGaming and online sportsbook operator; and consumer facing service and marketing engines.
Certificate programs in Food & Beverage, Casino Marketing, Casino Accounting, Gaming Management, and Sustainable Tourism are scheduled to follow. In addition, we are committed to ensuring responsible play and guest safety. All our employees participate in training to better equip them to identify and mitigate problem play. The Company is a member of the U.S.
The program's inaugural class achieved a 100% graduation rate, with all graduates receiving job offers from Bally’s, the majority of which remain active team members today. 11 In addition, we are committed to ensuring responsible play and guest safety. All our employees participate in training to better equip them to identify and mitigate problem play.
We encourage our employees to participate in these events and recognize their efforts and contributions in their respective communities. Labor Relations As of December 31, 2024, we had approximately 10,000 employees.
We also believe in the importance of giving back to our communities and have several community impact initiatives, including fundraising events to support local organizations and community service events. We encourage our employees to participate in these events and recognize their efforts and contributions in their respective communities.
At its heart, we combine more than 20 years of experience from competitive European online gaming markets, Bally’s iGaming products and entrepreneurial spirit, and strong partnerships with third-party iGaming & Sports providers. Our talented technology and product development teams continue to demonstrate a capability to relentlessly develop our products and launch into new markets.
Our approach is grounded in more than two decades of experience in global lottery and online gaming markets, combined with Intralot’s extensive lottery heritage, Bally’s iGaming expertise, and longstanding partnerships with leading third‑party sports and gaming providers. Our technology and product development teams continue to innovate, adapt to emerging trends, and support expansion into new markets.
Our Technology and Product Development At Bally’s, we’ve brought together a blend of real money technology platforms and know-how that together deliver a portfolio of exciting, diverse, and localized gaming products.
Our Technology and Product Development At Bally’s, we have developed an integrated suite of real‑money gaming and lottery technologies that support a diverse portfolio of localized products. Our platforms combine proprietary innovation with third‑party solutions, enabling flexibility, scalability, and responsiveness to market needs.
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In February 2025, we merged with The Queen Casino & Entertainment Inc. (“Queen”) adding four additional casinos to our portfolio. We also own Bally Bet Sportsbook & Casino, a first-in-class sports betting and iCasino platform, Bally’s Interactive International division, a leading global interactive gaming operator concentrated in Europe, and a significant stake in Intralot S.A.
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We also own Bally Bet Sportsbook & Casino, a premier sports betting and iCasino platform licensed in 14 jurisdictions in North America, and a majority equity interest in Bally’s Intralot S.A.
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Our Strategy and Business Developments We seek to continue to grow our business by actively pursuing the acquisition and development of new gaming opportunities and reinvesting in our existing operations.
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(“Intralot”) which is active in 39 jurisdictions worldwide and is comprised of a global lottery, technology, management and services business and also the Bally’s Interactive International division, a leading global interactive gaming operator.
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Notable efforts in the current year include: • We secured a critical $940 million construction and financing arrangement with Gaming & Leisure Properties (“GLPI”), which positions us to move forward with the construction of our flagship permanent casino in the heart of downtown Chicago.
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We also have rights to developable land in Las Vegas at the site of the former Tropicana Las Vegas, have been awarded a license to build a full-scale casino and resort in The Bronx, New York, and are developing an integrated destination resort in Chicago, Illinois. Our revenues are primarily generated by these gaming and entertainment offerings .
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With the demolition of the former Tribune buildings and the City’s final approval of our re-imagined permanent Bally’s Chicago Casino master plan, we look to begin construction in early 2025.
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Notable efforts included: • In February 2025, we completed the previously announced merger transactions with Standard General L.P. and its affiliates (“Standard General”) and The Queen Casino & Entertainment, Inc., and affiliate of Standard General (“Queen Casino”), adding four regional gaming properties to our Casinos and Resorts portfolio.
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Our existing Chicago Temporary Casino is allowing us to build relationships with players in Chicago and establish our long-term presence in a market with favorable adult population and demographics. • Early in the fourth quarter of 2024, we completed the controlled demolition of the Tropicana hotel towers in Las Vegas, moving the A’s one step closer to the start of stadium construction and allowing Bally’s to plan for the broader redevelopment of the site. • In December 2024, we completed the sale lease-back of certain real property interests underlying our Bally’s Kansas City and Bally’s Shreveport casino properties to GLPI in a transaction valued at $395 million. • We launched our Bally Bet Casino iGaming app in Rhode Island, joining New Jersey, Pennsylvania, and Ontario, Canada, offering popular live casino games such as blackjack, roulette and baccarat.
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We believe that these acquisitions strengthen our presence in core US markets and support our strategy of geographic diversification. • In October 2025, we completed a landmark multi-stage transaction with Intralot that reshaped our operating footprint by combining our Bally’s International Interactive business with Intralot’s lottery and gaming operations.
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Additionally, we continued to expand our North America Interactive presence with our Bally Bet sportsbook app, with our partners, Kambi and White Hat Gaming, further increasing our customer engagement with the Bally brand with a combined presence in 13 US states and Ontario, Canada. • During the fourth quarter of 2024, we disposed of portions of our international interactive business in Asian and certain other international markets, transferring components of this business to an independent company led by the existing management team for those operations (the “Carved-Out Business”).
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We believe that this strategic combination established a cohesive global footprint that strengthened both our business-to-business (“B2B”) and business-to-consumer (“B2C”) channels. This integration brought together our advanced digital technology framework, data systems and interactive expertise with Intralot’s established lottery infrastructure and global market reach.
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In addition, we transferred ownership of certain intellectual property used in the business into an independent trust, which began receiving license fees under a new commercial license arrangement. We also purchased a warrant representing a 19.99% fully diluted equity interest in the Carved-Out Business. 4 • On February 7, 2025, the Company completed its transactions with Standard General L.P.
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We own 57.9% in the combined entity, which is listed on the Athens Stock Exchange as BYLOT. • In April 20 25, we committed A$200 million in convertible notes and subordinated debt to acquire an approximately 38% economic interest in The Star Entertainment Group Limited (“The Star”), a leading Australian casino operator with properties in Sydney, Brisbane and the Gold Coast.
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These steps have continued to position us as a prominent, full-service, vertically integrated iGaming company, with physical casinos and online gaming solutions united under a single, leading brand.
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This investment expands our international footprint and helps position us for further long-term global growth. 5 • During 2025, Bally’s Chicago, Inc., a consolidated subsidiary of the Company, successfully completed a public offering and private placements, which offered equity to local and accredited investors in an innovative public-private structure that enhances our local stakeholder alignment, demonstrating our commitment to communities in the City of Chicago and other parts of Illinois. • Construction of our permanent Chicago casino progressed throughout the year, supported by operations at the Bally’s Chicago Casino temporary facility.
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(3) Temporary casino facility, as a permanent casino resort is being constructed. (4) Properties acquired on February 7, 2025, in connection with the transaction with Standard General and certain of its affiliates. International Interactive - includes Gamesys’ European operations and global licensing business, as well as one casino property, Bally's Newcastle, in the UK.
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We continued to refine customer engagement strategies and integrate data analytics to optimize performance ahead of the permanent opening. • In September 2025, we announced plans for the former Tropicana Las Vegas site that include the development of the future Las Vegas Athletics Major League Baseball stadium and an expansive integrated casino, retail, dining and entertainment complex. • In December 2025, we were awarded one of New York State’s three downstate commercial casino licenses for our Bally’s Bronx project, a transformational $4 billion integrated casino resort project located within Bally’s Golf Links at Ferry Point in The Bronx, New York.
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We performed extensive market research in which active gamers indicated an acute awareness of the brand, but not necessarily a high usage of brand products and gaming offerings. We have rebranded every casino and resort in our portfolio, except Hard Rock Biloxi, to build upon the deep legacy of the Bally’s brand.
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This resort project aims to create sustainable economical advancement and meaningful engagement and collaboration within the community. • During 2025, several lottery contracts were awarded to Intralot including contracts for VLTs monitoring system in Nebraska and in New Zealand and contracts for lottery systems in New Hampshire, Idaho and Arkansas.
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Additionally, our research told us that gamers across the demographic age spectrum knew of Bally’s brand and identified with the gaming entertainment aspect of slot machines, pinball machines, video machines and casinos. We believe in the industrial logic and vision of Bally’s becoming a premier, truly integrated, omni-channel gaming company for both retail and online gamers.
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Collectively, these initiatives have advanced our transformation into a globally diversified gaming and technology operator with a strengthened portfolio, expanded global footprint and enhanced platforms across both digital and land-based channels. 2025 Transactions On February 7, 2025, the Company completed the previously announced transactions under the Agreement and Plan of Merger (as amended, the “Merger Agreement”) with SG Parent LLC, a Delaware limited liability company (“Parent”), The Queen Casino & Entertainment, Inc., a Delaware corporation and affiliate of Parent (“Queen”), Epsilon Sub I, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub I”), Epsilon Sub II, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub II”, and together with the Company and Merger Sub I, the “Company Parties”), and, solely for purposes of specified provisions thereof, SG CQ Gaming LLC, a Delaware limited liability company (“SG Gaming” and together with Parent and Queen, the “Buyer Parties”).
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These insights form the key tenets of our integrated Bally Rewards program specifically to enable customers to utilize compelling rewards universally in our interactive and casino and resort environments. We believe that our phased approach to the transformation of Bally’s brand was thoughtful and deliberate. There are exceptions to our rebranding initiative.
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On October 8, 2025 (the “Intralot Closing Date”), the Company completed the previously announced acquisition under the transaction agreement (the “Transaction Agreement”) of Intralot, pursuant to which Intralot agreed to acquire Bally’s International Interactive through a combined cash-and-equity transaction.
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For example, in the case of Hard Rock Biloxi, we decided to maintain the current “Hard Rock” naming rights arrangement. Nonetheless, Bally’s remains at the center of our strategy.
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Pursuant to the Transaction Agreement, (i) Intralot paid the Company €1.5 million ( $1.8 billion ) in cash and issued approximately 873.7 million new shares in exchange for all of the issued and outstanding capital stock of Bally’s Holdings Limited which held Bally’s International Interactive, (ii) the Company’s ownership of Intralot increased to a controlling 57.9% interest through the issuance of equity to the Company’s consolidated subsidiary Premier Entertainment Sub, LLC via PE Sub Holdings LLC, an indirect wholly owned subsidiary of the Company, making the Company the majority shareholder of Intralot (the “ Intralot Transaction ”).
Removed
Our teams are highly skilled, ambitious and experienced. We have implemented a cutting-edge marketing platform that leverages real-time data, artificial intelligence, and machine learning. This platform facilitates real-time data analytics, predictive modeling, and responsible gaming capabilities. It also enables the creation of highly customizable and personalized marketing campaigns, supported by algorithms that enhance player acquisition, retention, engagement, and content personalization.
Added
As a result of obtaining a controlling financial interest in Intralot, the Company retained control of Bally’s International Interactive, via Bally’s Holdings Limited, throughout the transaction. On the Intralot Closing Date, legal ownership of Bally’s Holdings Limited transferred from Premier Entertainment Sub to Intralot; however, Bally’s Corporation simultaneously obtained control of Intralot.
Removed
Together with our established gaming platforms, we are optimally positioned to drive growth by optimizing existing markets and preparing to launch in new markets in 2025 and beyond. In 2024, we significantly expanded and deepened our market presence in North America.
Added
Accordingly, Bally’s maintained control of Bally’s International Interactive, and as a result, the transfer of Bally’s International Interactive was accounted for as an equity transaction with the initial recognition of a 42.1% non-controlling interest, and no gain or loss was recognized in earnings.
Removed
In March, we launched an iGaming product in Rhode Island, becoming the exclusive provider for the state for the next 20 years. This offering features live table games streamed from a state-of-the-art live dealer studio at our Bally’s Twin River property, in partnership with the live casino software provider Stakelogic B.V.
Added
Refer to Note 15 “ Leases ” presented in Part II, Item 8 of this Annual Report on Form 10- K for additional information. (3) Temporary casino facility while permanent casino resort is constructed. Site of future permanent casino resort is leased from GLPI. Bally's Intralot B2B - includes Intralot’s global lottery operations and the Company’s licensing business.
Removed
Later that year, we broadened our Sports and iGaming product footprint across North America and unified our platforms, creating a seamless traveling wallet for online players throughout the US.
Added
Our market research indicates that active gamers demonstrate strong awareness of the Bally’s name, though historically they have had limited engagement with Bally’s‑branded products and gaming offerings.
Removed
By the end of 2024, we were operational in 13 US states and Ontario, Canada. 6 Our International Interactive reporting segment has successfully maintained our thriving B2C business in the UK and Spain, while recently expanding into the Republic of Ireland.
Added
In recent years, we have undertaken a comprehensive rebranding initiative across our casinos and resorts portfolio to build upon the deep legacy of the Bally’s brand. 7 Our research further indicates that gamers across demographic segments recognize Bally’s and associate the brand with gaming entertainment, including slot machines, pinball machines, video gaming, and casinos.
Removed
In 2024, we enhanced JackpotJoy and Bally Casino by adding a Sports product through our partnership with Kambi and updated our Native iOS and Android platforms. We continue to experience robust business growth, driven by ongoing product development innovations and the introduction of new iGaming content from a diverse range of third-party game providers and partners.
Added
We continue to execute on our vision of establishing Bally’s as a premier, fully integrated, omni‑channel gaming destination for both retail and online players. These insights have informed the development of our Bally Rewards program, which enables customers to earn and redeem rewards seamlessly across online platforms, our sportsbook, and our casino resorts.
Removed
Our technology platforms integrate varying levels of proprietary and third-party software. We strategically invest in internally developed technology where we believe it offers a competitive advantage in the market. Our platforms deliver core player account management functionality, including responsible gaming measures, critical compliance components, and high-performance electronic wallets.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeBusiness Operational Risks • We are reliant on effective payment processing services from a limited number of providers in each of the markets in which we operate. • Our profitability will be dependent, in part, on return to players. • We extend credit to a portion of our customers, and we may not be able to collect gaming receivables from our credit customers. • Declining popularity of games and changes in device preferences of players could have a negative effect on our business. • The casino, hotel and hospitality industry is capital intensive and we may not be able to finance development, expansion and renovation projects, which could put us at a competitive disadvantage. • We may invest in or acquire other businesses, and our business may suffer if we are unable to successfully integrate acquired businesses into our company or otherwise manage the growth associated with multiple acquisitions. • We face risks associated with growth and acquisitions. • Our management identified material weaknesses in our internal control over financial reporting which could, if not remediated, result in material misstatements in our consolidated financial statements. • Our results of operations and financial condition could be adversely affected by the occurrence of natural disasters, such as hurricanes, or other catastrophic events, including war, terrorism and public health crises such as the COVID-19 pandemic. 12 Cybersecurity, Data Privacy and Technology Risks • We rely on information technology, Internet infrastructure and other systems and platforms, and any failures, errors, defects or disruptions in our systems or platforms could diminish our brand and reputation, subject us to liability, disrupt our business, affect our ability to scale our technical infrastructure and adversely affect our operating results and growth prospects. • Our business may be harmed by cybersecurity and data privacy incidents.
Biggest changeBusiness Operational Risks • We are reliant on effective payment processing services from a limited number of providers in each of the markets in which we operate. • Our profitability will be dependent, in part, on return to players. • We extend credit to a portion of our customers, and we may not be able to collect gaming receivables from our credit customers. • Declining popularity of games and changes in device preferences of players could have a negative effect on our business. • The casino, hotel and hospitality industry is capital intensive and we may not be able to finance development, expansion and renovation projects, which could put us at a competitive disadvantage. • We are subject to various construction and development risks in connection with our current and future construction projects. • We may invest in or acquire other businesses, and our business may suffer if we are unable to successfully integrate acquired businesses into our company or otherwise manage the growth associated with multiple acquisitions. • We face risks associated with growth and acquisitions. • Negative perceptions and publicity surrounding the lottery industry could lead to increased regulation. • Our management identified material weaknesses in our internal control over financial reporting which could, if not remediated, result in material misstatements in our consolidated financial statements. • We may be unable to protect our intellectual property rights. 15 • Our results of operations and financial condition could be adversely affected by the occurrence of natural disasters, such as hurricanes, or other catastrophic events, including war, terrorism and public health crises such as the COVID-19 pandemic.
The GDPR also increased the level of fines which may be imposed for a breach of data protection laws, with the maximum fine (in the most serious cases of a breach of the GDPR) being the higher of €20 million (£17.5 million for the UK) or four percent of annual worldwide turnover.
The GDPR also increased the level of fines which may be imposed for a breach of data protection laws, with the maximum fine (in the most serious cases of a breach of GDPR) being the higher of €20 million (£17.5 million for the UK) or four percent of annual worldwide turnover.
As a holding company, we will conduct all of our business through our subsidiaries. Consequently, our principal source of cash flow will be dividends and distributions from our subsidiaries. Our right to participate in a distribution of assets upon a subsidiary’s liquidation or reorganization will be subject to the prior claims of the subsidiary’s creditors. ITEM 1B.
As a holding company, we will conduct all of our business through our subsidiaries. Consequently, our principal source of cash flow will be dividends and distributions from our subsidiaries. Our right to participate in a distribution of assets upon a subsidiary’s liquidation or reorganization will be subject to the prior claims of the subsidiary’s creditors. 42 ITEM 1B.
In addition, updated e-privacy laws are under consideration in the UK and the EU to update the legislative rules applicable to digital and online data processing and to align e-privacy laws to the GDPR. The GBGC has separately introduced limitations on the use of personal data by holders of operating licenses, particularly in relation to direct marketing.
In addition, updated e-privacy laws are under consideration in the EU to update the legislative rules applicable to digital and online data processing and to align e-privacy laws to GDPR. The GBGC has separately introduced limitations on the use of personal data by holders of operating licenses, particularly in relation to direct marketing.
One example is in the area of “base erosion and profit shifting,” including the OECD’s “Pillar Two” framework, which, among other changes, would generally provide for an effective global minimum corporate tax rate of 15% on profits generated by certain multinational companies.
One example is in the area of “base erosion and profit shifting,” including the OECD’s “Pillar Two” framework, which, among other changes, generally provide for an effective global minimum corporate tax rate of 15% on profits generated by certain multinational companies.
These changes could materially impact the way we do business, and if we are unable to adjust to those changes quickly and effectively, there could be an adverse effect on our business, financial condition, results of operations and prospects. A portion of our casinos are located on leased property.
These changes could materially impact the way we do business, and if we are unable to adjust to those changes quickly and effectively, there could be an adverse effect on our business, financial condition, results of operations and prospects. 30 A portion of our casinos are located on leased property.
It is difficult to predict when such increases may take place. Any such change to the minimum wage could have a material adverse effect on our business, financial condition and results of operations. The sale of alcoholic beverages is a highly regulated and taxed business.
It is difficult to predict when such increases may take place. Any such change to the minimum wage could have a material adverse effect on our business, financial condition and results of operations. 18 The sale of alcoholic beverages is a highly regulated and taxed business.
In addition, environmental requirements address the impacts of development on wetlands. The possibility exists that contamination, as yet unknown, may exist on our properties. There can be no assurance that we will not incur expenditures for environmental investigations or remediation in the future.
In addition, environmental requirements address the impacts of development on wetlands. 19 The possibility exists that contamination, as yet unknown, may exist on our properties. There can be no assurance that we will not incur expenditures for environmental investigations or remediation in the future.
Increased competitive pressures may adversely affect our ability to continue to attract customers or affect our ability to compete efficiently. Several of our casinos and resorts are in jurisdictions that restrict gaming to certain areas and/or may be affected by state laws that currently prohibit or restrict gaming operations.
Increased competitive pressures may adversely affect our ability to continue to attract customers or affect our ability to compete efficiently. 16 Several of our casinos and resorts are in jurisdictions that restrict gaming to certain areas and/or may be affected by state laws that currently prohibit or restrict gaming operations.
Any exchange rate risk may materially adversely affect our business, financial condition and results of operations. Our substantial activities in foreign jurisdictions may be affected by factors outside of our control. A portion of our operations are conducted in non-US jurisdictions.
Any exchange rate risk may materially adversely affect our business, financial condition and results of operations. 23 Our substantial activities in foreign jurisdictions may be affected by factors outside of our control. A portion of our operations are conducted in non-US jurisdictions.
If we are unable to attract and retain a substantial number of alternative device users to our gambling services or if we are slow to develop products and technologies that are more compatible with non-PC/laptop communications devices relative to our competitors, we may fail to capture a significant share of an increasingly important portion of the market for online gambling services. 22 In addition to offering popular new games, we must extend the life of the existing games which we make available to users, in particular the most successful games.
If we are unable to attract and retain a substantial number of alternative device users to our gambling services or if we are slow to develop products and technologies that are more compatible with non-PC/laptop communications devices relative to our competitors, we may fail to capture a significant share of an increasingly important portion of the market for online gambling services. 26 In addition to offering popular new games, we must extend the life of the existing games which we make available to users, in particular the most successful games.
Moreover, the potential for the introduction of stake, speed and prize limits and the introduction of deposit, loss and spend limits may operate to impact our financial performance and reduce the long-term growth opportunities for us in the UK.
Moreover, the potential for the introduction of further stake, speed and prize limits and the introduction of deposit, loss and spend limits may operate to impact our financial performance and reduce the long-term growth opportunities for us in the UK.
Controllers of personal data are required to maintain written records as to how they comply with the GDPR and provide more detailed information to data subjects in relation to how their data is being processed.
Controllers of personal data are required to maintain written records as to how they comply with GDPR and provide more detailed information to data subjects in relation to how their data is being processed.
Any failure, or perceived failure, by us to achieve our goals, further our initiatives, adhere to our public statements, comply with federal, state or international environmental, social and governance laws and regulations, or meet evolving and varied stakeholder expectations and views could materially adversely affect our business, financial condition and results of operations. 31 Our insurance and self-insurance programs may not be adequate to cover future claims.
Any failure, or perceived failure, by us to achieve our goals, further our initiatives, adhere to our public statements, comply with federal, state or international environmental, social and governance laws and regulations, or meet evolving and varied stakeholder expectations and views could materially adversely affect our business, financial condition and results of operations. 36 Our insurance and self-insurance programs may not be adequate to cover future claims.
Similarly, changes in interest rates and legislation enacted by governmental authorities can impact the timing and amounts of contribution requirements. An adverse change in the funded status of the plans could significantly increase our required contributions in the future and adversely impact our liquidity. 30 We may incur impairments to goodwill, indefinite-lived intangible assets or long-lived assets.
Similarly, changes in interest rates and legislation enacted by governmental authorities can impact the timing and amounts of contribution requirements. An adverse change in the funded status of the plans could significantly increase our required contributions in the future and adversely impact our liquidity. 35 We may incur impairments to goodwill, indefinite-lived intangible assets or long-lived assets.
There can be no assurances that we would be able to recoup such losses, whether in whole or in part, from our third-party service providers or insurers. 20 Business Operational Risks We will be reliant on effective payment processing services from a limited number of providers in each of the markets in which we operate.
There can be no assurances that we would be able to recoup such losses, whether in whole or in part, from our third-party service providers or insurers. 24 Business Operational Risks We will be reliant on effective payment processing services from a limited number of providers in each of the markets in which we operate.
Termination of any or all of the casino lease agreements (including as a result of a default under the GLPI Development Agreement) would result in us losing some or all of our rights with respect to the applicable properties, could result in a default under the Host Community Agreement, and could have a material adverse effect on our business, financial position or results of operations.
Termination of any or all of the casino lease agreements (including as a result of a default under the GLP Development Agreement) would result in us losing some or all of our rights with respect to the applicable properties, could result in a default under the Host Community Agreement, and could have a material adverse effect on our business, financial position or results of operations.
The risks that we face based on our outstanding indebtedness may intensify if we incur additional indebtedness or financing obligations in the future. 34 Servicing our indebtedness and funding our other obligations requires a significant amount of cash, and our ability to generate sufficient cash depends on many factors, some of which will be beyond our control.
The risks that we face based on our outstanding indebtedness may intensify if we incur additional indebtedness or financing obligations in the future. 40 Servicing our indebtedness and funding our other obligations requires a significant amount of cash, and our ability to generate sufficient cash depends on many factors, some of which will be beyond our control.
Our failure to adequately detect or prevent fraudulent transactions could harm our reputation or brand, result in litigation or regulatory action and lead to expenses that could adversely affect our business, financial condition and results of operations. 29 We are largely dependent on the skill and experience of management and key personnel.
Our failure to adequately detect or prevent fraudulent transactions could harm our reputation or brand, result in litigation or regulatory action and lead to expenses that could adversely affect our business, financial condition and results of operations. 34 We are largely dependent on the skill and experience of management and key personnel.
In the event of a termination of any of the casino lease agreements (including as a result of a default under the GLPI Development Agreement), we may be required to transfer all personal property located at the applicable property to a designated successor, and we may not be adequately compensated for that personal property.
In the event of a termination of any of the casino lease agreements (including as a result of a default under the GLP Development Agreement), we may be required to transfer all personal property located at the applicable property to a designated successor, and we may not be adequately compensated for that personal property.
Our management identified a material weakness in our internal control over financial reporting which could, if not remediated, result in material misstatements in our consolidated financial statements. Our management is responsible for establishing and maintaining adequate internal controls over our financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act.
Our management identified a material weakness in our internal control over financial reporting which could, if not remediated, result in material misstatements in our consolidated financial stateme nts. Our management is responsible for establishing and maintaining adequate internal controls over our financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act.
General Economic Conditions Our business is particularly sensitive to reductions in discretionary consumer spending. Our business is particularly sensitive to reductions from time to time in discretionary consumer spending. Demand for entertainment and leisure activities, including gaming, can be affected by changes in the economy and consumer tastes, both of which are difficult to predict and beyond our control.
General Economic Conditions Our business is particularly sensitive to periodic reductions in discretionary consumer spending. Our business is particularly sensitive to periodic reductions in discretionary consumer spending. Demand for entertainment and leisure activities, including gaming, can be affected by changes in the economy and consumer tastes, both of which are difficult to predict and beyond our control.
There can also be no assurance that we will be able to comply with our obligations under the casino lease agreements (including our obligations under the GLPI Development Agreement) in the future.
There can also be no assurance that we will be able to comply with our obligations under the casino lease agreements (including our obligations under the GLP Development Agreement) in the future.
If we or our employees or agents fail to comply with applicable laws or our policies governing our operations, we may face investigations, prosecutions and other legal proceedings and actions which could result in civil penalties, administrative remedies and criminal sanctions.
If we or our employees or agents fail to comply with applicable laws or our policies governing our operations, we may face investigations, prosecutions and other legal proceedings and actions which could result in fines, license restrictions, civil penalties, administrative remedies and criminal sanctions.
Such events of default are expected to include, without limitation, a failure to pay amounts due after applicable notice and cure periods, certain bankruptcy or insolvency events, a cross-default with the GLPI Development Agreement and the failure to comply with a variety of covenants after applicable notice and cure periods, including those related to the development of our permanent resort and casino, repair and maintenance, alterations and insurance.
Such events of default include, without limitation, a failure to pay amounts due after applicable notice and cure periods, certain bankruptcy or insolvency events, a cross-default with the GLP Development Agreement and the failure to comply with a variety of covenants after applicable notice and cure periods, including those related to the development of our permanent resort and casino, repair and maintenance, alterations and insurance.
Unfavorable changes in general economic conditions, including recessions, economic slowdowns, sustained high levels of unemployment and rising prices or the perception by consumers of weak or weakening economic conditions, may reduce our users’ disposable income or result in fewer individuals engaging in entertainment and leisure activities, such as visiting casinos and casino hotel properties, F2P, sports betting, iCasino and online bingo.
Unfavorable changes in general economic conditions, including recessions, economic slowdowns, sustained high levels of unemployment and rising prices or the perception by consumers of weak or weakening economic conditions, may reduce our users’ disposable income or result in fewer individuals engaging in entertainment and leisure activities, such as visiting casinos and casino hotel properties, free-to-play games, sports betting, iCasino and online bingo.
If our or any third-party service providers’ data processing activities breach the GDPR (or associated e-privacy laws), then we could, whether as a result of a failure to implement adequate policies and procedures or otherwise, face significant fines and/or the revocation of existing licenses and/or the refusal of new applications for licenses, as well as claims by customers and reputational damage.
If our or any third-party service providers’ data processing activities breach GDPR (or associated e-privacy laws), then we could, whether as a result of a failure to implement adequate policies and procedures or otherwise, face significant fines and/or the revocation of existing licenses and/or the refusal of new applications for licenses, as well customer claims. class actions and reputational damage.
Therefore, some “liberalized” regulatory regimes are considerably more economically viable than others. We derive meaningful revenues from players located in jurisdictions in which we do not hold a license. In certain jurisdictions, online gambling is either not regulated at all, is subject to very limited regulation or its legality is unclear.
Therefore, some “liberalized” regulatory regimes are considerably more economically viable than others. 22 We derive revenues from players located in jurisdictions in which we do not hold a l icense. In certain jurisdictions, online gambling is either not regulated at all, is subject to very limited regulation or its legality is unclear.
Accordingly, the future operating results, cash flows and financial condition of the surviving corporation will be affected by its ability to manage changing business conditions and to implement and adapt its financial controls and reporting systems in response to the merger transactions. Our business depends, in part, on strategic relationships with third parties.
Accordingly, the future operating results, cash flows and financial condition of the combined company will be affected by its ability to manage changing business conditions and to implement and adapt its financial controls and reporting systems in response to the merger transactions. 29 Our business depends, in part, on strategic relationships with third parties.
We entered into a lease with GLPI and could experience risks associated with the leased property, including risks relating to lease termination, inability to obtain a satisfactory lease extension, consents and approvals, charges and our relationship with the landlord, which could have a material adverse effect on our business, financial position or results of operations.
We entered into a lease with GLP and could experience risks associated with the leased property, including risks relating to lease termination, inability to obtain a satisfactory lease extension, consents and approvals, charges and our relationship with the landlord, which could have a material adverse effect on our business, financial position or results of operatio ns.
As of December 31, 2024, we had approximately $3.37 billion of total indebtedness outstanding consisting of $1.89 billion outstanding under our term loan facility (the “Term Loan”) pursuant to the terms of a credit agreement we entered into on October 1, 2021 (the “Credit Agreement”) with Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the lenders party thereto, and $1.5 billion in aggregate principal amount of outstanding 5.625% senior notes due 2029 and 5.875% senior notes due 2031.
As of December 31, 2025 , we had approximately $4.94 billion of total indebtedness outstanding consisting of $1.47 billion outstanding under our term loan facility (the “Term Loan”) pursuant to the terms of a credit agreement we entered into on October 1, 2021 (the “Credit Agreement”) with Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the lenders party thereto, and $1.5 billion in aggregate principal amount of outstanding 5.625% senior notes due 2029 and 5.875% senior notes due 2031.
A large number of our employees at our Casinos & Resorts properties within several US states are represented by a labor union and are subject to collective bargaining agreements with us. As of December 31, 2024, we had 32 collective bargaining agreements covering 3,442 employees. Our collective bargaining agreements generally have three-or-five-year terms.
A large number of our employees at our Casinos & Resorts properties within several US states are represented by a labor union and are subject to collective bargaining agreements with us. As of December 31, 2025 , we had 36 collective bargaining agreements covering 3,679 employees. Our collective bargaining agreements generally have three-or-five-year terms.
Though we have significant amounts of indebtedness outstanding, as of December 31, 2024, we have the ability to borrow the remaining $608.4 million available under our Revolving Credit Facility and may issue or incur additional indebtedness to fund our operations, including as necessary to execute on our growth strategy.
Though we have significant amounts of indebtedness outstanding, as of December 31, 2025 , we have the ability to borrow the remaining amount available under our Revolving Credit Facility and may issue or incur additional indebtedness to fund our operations, including as necessary to execute on our growth strategy.
We rely on other third-party sports data providers for real-time and accurate data for sporting events, and if such third parties do not perform adequately or terminate their relationships with us, our costs may increase and our business, financial condition and results of operations could be adversely affected. 27 We rely on third-party sports data providers to obtain accurate information regarding schedules, results, performance and outcomes of sporting events.
We rely on other third-party sports data providers for real-time and accurate data for sporting events, and if such third parties do not perform adequately or terminate their relationships with us, our costs may increase and our business, financial condition and results of operations could be adversely affected.
If we are found to be in breach of our obligation to comply with such licensing requirements, then the GBGC may impose a financial penalty on us or impose other sanctions, including removing or imposing conditions on the relevant gambling licenses.
If we are found to be in breach of our obligation to comply with such licensing requirements, then the GBGC may impose a financial penalty on us or impose other sanctions, including removing or imposing conditions on the relevant gambling licenses. Such action could have a material adverse effect on our financial performance.
The pandemic and its consequences dramatically reduced travel and demand for hotel rooms and other casino resort amenities, which had a negative impact on our results in 2020 and 2021. There are no assurances that a resurgence of future COVID-19 variants or future pandemics will not cause similar disruptions that existed in 2020 and 2021.
The pandemic and its consequences dramatically reduced travel and demand for hotel rooms and other casino resort amenities, which had a negative impact on our results in 2020 and 2021. There are no assurances that future pandemics or other public health crises will not cause similar disruptions that existed in 2020 and 2021.
If not remediated, the material weaknesses identified above could result in material misstatements in our consolidated financial statements. We conduct our business in an industry that is subject to high taxes and may be subject to higher taxes in the future.
If not remediated, the material w eakness identified above could result in material misstatements in our consolidated financial statements. We conduct our business in an industry that is subject to high taxes and may be subject to higher taxes in the futur e.
A downturn in the financial markets or market volatility could negatively impact our ability to access capital and financing (including financing necessary for acquisitions or to refinance our existing indebtedness) on acceptable terms and prices, that we would otherwise need in connection with the operation of our business. 35 Risks Related to our Common Stock The market price of our common stock could fluctuate significantly.
A market downturn may negatively impact our access to financing. A downturn in the financial markets or market volatility could negatively impact our ability to access capital and financing (including financing necessary for acquisitions or to refinance our existing indebtedness) on acceptable terms and prices, that we would otherwise need in connection with the operation of our business.
There will also be certain restrictions on our ability to assign our interest in the Chicago MLA without having to obtain GLPI’s prior consent, including requirements for the transferee (or its parent company) to satisfy certain financial metrics and have a certain level of experience in operating or managing casinos.
There are also certain restrictions on Bally’s Chicago OpCo ’s ability to assign its interest in the Chicago MLA without having to obtain GLP’s prior consent, including requirements for the transferee (or its parent company) to satisfy certain financial metrics and have a certain level of experience in operating or managing casinos.
We will not be permitted to assign, finance, transfer, pledge or encumber our interest in the GLP Development Agreement without GLPI’s prior written consent, whether or not any such assignment, financing, transfer, pledge or encumbrance is permitted with respect to the GLPI Lease Agreement, other than to a permitted leasehold mortgagee under the Chicago MLA.
Bally’s Chicago OpCo is not permitted to assign, finance, transfer, pledge or encumber its interest in the GLP Development Agreement without GLP’s prior written consent, whether or not any such assignment, financing, transfer, pledge or encumbrance is permitted with respect to the GLP Lease Agreement, other than to a permitted leasehold mortgagee under the Chicago MLA.
Our leases with GLPI require annual rent payments of $173.8 million in 2025, which is subject to escalation annually, and in some instances, obligate us to make specified minimum capital expenditures with respect to the leased properties.
Our leases with GLPI, excluding the Chicago MLA, require annual rent payments of $233.1 million in 2026 , which is subject to escalation annually, and in some instances, obligate us to make specified minimum capital expenditures with respect to the leased properties.
If we are required to conduct t new financial risk checks on our highest value customers, some may be unwilling to provide the additional information and/or documentation required by us in the UK to ascertain their sources of wealth, the affordability of their leisure spending with us or their risk of gambling related harm or vulnerability, and to continue to verify such information.
If we are required to conduct further financial risk checks on our highest value customers based on non-public information, some may be unwilling to provide the additional information and/or documentation to ascertain their sources of wealth, the affordability of their leisure spending with us or their risk of gambling related harm or vulnerability, and to continue to verify such information. 20 We hold licenses issued by the GBGC.
Any inability to generate sufficient cash flow or refinance our indebtedness on favorable terms could adversely affect our financial condition. Our variable rate indebtedness exposes us to interest rate volatility, which could cause our debt service obligations to increase significantly. Borrowings under our Credit Facility are at variable rates of interest and expose us to interest rate volatility.
Any inability to generate sufficient cash flow or refinance our indebtedness on favorable terms could adversely affect our financial condition. Our variable rate indebtedness exposes us to interest rate volatility, which could cause our debt service obligations to increase significantly.
As a result, our business information or customer, supplier and other business partner data may be lost, disclosed, accessed or taken without consent. 33 Any such loss, disclosure, or misappropriation of, or access to, customers’ or business partners’ information or other breach of our information security can result in legal claims or legal proceedings, including regulatory investigations and actions, may have a serious impact on our reputation and may adversely affect our business, operating results and financial condition.
Any such loss, disclosure, or misappropriation of, or access to, customers’ or business partners’ information or other breach of our information security can result in legal claims or legal proceedings, including regulatory investigations and actions, may have a serious impact on our reputation and may adversely affect our business, operating results and financial condition.
There have been and are periods of time when the US securities markets have experienced significant price fluctuations. These price fluctuations may be day-to-day or they may last for extended periods of time.
Risks Related to our Common Stock The market price of our common stock could fluctuate significantly. There have been and are periods of time when the US securities markets have experienced significant price fluctuations. These price fluctuations may be day-to-day or they may last for extended periods of time.
Our ability to attract customers to the existing casinos which we own could be significantly and adversely affected by the legalization or expansion of gaming in certain jurisdictions and by the development or expansion of Native American casinos in areas where our customers may visit. 13 In addition, our competitors may refurbish, rebrand, or expand their casino offerings, which could result in increased competition.
Our ability to attract customers to the existing casinos which we own could be significantly and adversely affected by the legalization or expansion of gaming in certain jurisdictions and by the development or expansion of Native American casinos in areas where our customers may visit.
All licensees must now have in place effective systems and processes to monitor customer activity to identify harm or potential harm associated with gambling, from the point when an account is opened.
In September 2022, the GBGC began the implementation of updated social responsibility licensing conditions. All licensees must now have in place effective systems and processes to monitor customer activity to identify harm or potential harm associated with gambling, from the point when an account is opened.
Overreliance on certain third parties or our inability to extend existing relationships or agree to new relationships may cause unanticipated costs for us and impact our financial performance in the future. We have entered into strategic partnerships with Sinclair Broadcast Group, Inc.
Overreliance on certain third parties or our inability to extend existing relationships or agree to new relationships may cause unanticipated costs for us and impact our financial performance in the future.
Our online business model depends upon the continued compatibility between our apps and the major mobile operating systems and upon third-party platforms for the distribution of our product offerings, which depend on factors beyond our control such as the design of third-party operating systems and continued access to our apps on third-party distribution platforms like the Apple App Store. 25 Our digital business is dependent on the interoperability of our technology with popular mobile operating systems, technologies, networks and standards as our users access our online betting and gaming product offerings primarily on mobile devices.
Our online business model depends upon the continued compatibility between our apps and the major mobile operating systems and upon third-party platforms for the distribution of our product offerings, which depend on factors beyond our control such as the design of third-party operating systems and continued access to our apps on third-party distribution platforms like the Apple App Store.
GLPI will have the right to terminate the Chicago MLA upon any event of default under the Chicago MLA.
GLP has the right to terminate the Chicago MLA upon any event of default under the Chicago MLA.
Therefore, such transactions are in fact heavily regulated but are not themselves regulated in the jurisdiction within which the player is ultimately located. Operators within the online gambling industry, including Bally’s, have commonly taken a risk-based approach when supplying their online gambling services into jurisdictions in which it is not possible to obtain a gambling license.
Operators within the online gambling industry, including Bally’s, have commonly taken a risk-based approach when supplying their online gambling services into jurisdictions in which it is not possible to obtain a gambling license.
General economic pressures have the potential to reduce revenues of state governments from traditional tax sources, which may cause state legislatures or the federal government to be more inclined to increase gaming tax rates. 28 New and future changes to US and non-US tax laws could adversely affect our business.
General economic pressures have the potential to reduce revenues of state governments from traditional tax sources, which may cause state legislatures or the federal government to be more inclined to increase gaming tax rates.
In addition, the US government may enact significant changes to the taxation of business entities including, among others, an increase in the corporate income tax rate, an increase in the tax rate applicable to global intangible low-taxed income, the elimination of certain tax exemptions and the imposition of further minimum taxes or surtaxes on certain types of income.
In addition, the US government may enact significant changes to the taxation of business entities including, among others, changes to the rules regarding controlled foreign corporations, the elimination of certain tax exemptions and the imposition of further minimum taxes or surtaxes on certain types of income.
A period of sustained inflation, particularly in the US and UK, could materially impact our business. The effects of inflation on discretionary consumer spending could result in the reduction of the demand for entertainment and leisure activities. Moreover, we rely on the strength of regional and local economies in the US for the performance of each of our properties.
A period of sustained inflation, particularly in the US, European Union (“EU”) and UK, could materially impact our business. The effects of inflation on discretionary consumer spending could result in the reduction of the demand for entertainment and leisure activities.
However, no assurance can be given that these policies will deliver all, or substantially all, of the expected benefits. 19 A vast majority of the revenues currently generated by Gamesys, our wholly owned subsidiary, are from the UK and are conducted in British Pound Sterling (“GBP”) and are therefore susceptible to any movements in exchange rates between GBP and US Dollars (“USD”).
A vast majority of the revenues currently generated by Gamesys, our wholly owned subsidiary, are from the UK and are conducted in British Pound Sterling (“GBP”) and are therefore susceptible to any movements in exchange rates between GBP and US Dollars (“USD”).
Our business is subject to a variety of US and foreign laws, many of which are unsettled and still developing, and which could subject us to claims or otherwise harm our business across jurisdictions.
As a result, these regulatory and fiscal developments could materially and adversely affect our financial performance. 21 Our business is subject to a variety of US and foreign laws, many of which are unsettled and still developing, and which could subject us to claims or otherwise harm our business across jurisdictions.
Such action could have a material adverse effect on our financial performance. 17 New legislation governing the online gaming industry may be introduced in the UK which limits or restricts our operating model in that market. In December 2020, the UK government commenced a review of the Gambling Act.
New legislation governing the online gaming industry may be introduced in the UK which limits or restricts our operating model in that mark et . In December 2020, the UK government commenced a review of the Gambling Act.
Competition • The gaming industry, including retail casinos and iGaming, is very competitive and increased competition, including through legislative legalization or expansion of gaming by states in or near where we own facilities or through Native American gaming facilities, could adversely affect our financial results.
Competition • The gaming industry, including retail casinos and iGaming, is very competitive and increased competition, including through legislative legalization or expansion of gaming by states in or near where we own facilities or through Native American gaming facilities, could adversely affect our financial results. • Portions of our operations are dependent on government contracts, which are generally awarded following lengthy and competitive government bidding processes and include performance guarantees.
These factors create additional challenges for us in competing for customers and accessing cash flow or financing to fund improvements for our casino and entertainment products that enable us to remain competitive.
In some instances, particularly in the case of Native American casinos, our competitors pay lower taxes or no taxes. These factors create additional challenges for us in competing for customers and accessing cash flow or financing to fund improvements for our casino and entertainment products that enable us to remain competitive.
Our ability to realize the anticipated benefits of acquisitions will depend, in part, on our ability to integrate the acquired businesses with our businesses. The combination of two independent companies is a complex, costly and time-consuming process. This process may disrupt the business of either or both of the companies and may not result in the full benefits expected.
The combination of two independent companies is a complex, costly and time-consuming process. This process may disrupt the business of either or both of the companies and may not result in the full benefits expected.
We rely on this data to determine when and how sports bets are settled. We have experienced, and may continue to experience, errors in this data feed which may result in us incorrectly settling bets.
We rely on third-party sports data providers to obtain accurate information regarding schedules, results, performance and outcomes of sporting events. We rely on this data to determine when and how sports bets are settled. We have experienced, and may continue to experience, errors in this data feed which may result in us incorrectly settling bets.
We have experienced certain cyber-attacks, attempts to breach our systems and other similar incidents. The secure maintenance and transmission of customer information is a critical element of our operations.
We make extensive use of online services and centralized data processing, including through third-party service providers. We have experienced certain cyber-attacks, attempts to breach our systems and other similar incidents. The secure maintenance and transmission of customer information is a critical element of our operations.
In the event one of these third parties experiences a disruption in its ability to provide such services (whether due to technological or financial difficulties or power problems), this may result in a material disruption to the wagering activity at the casinos which we own and have a material adverse effect on our business, operating results and financial condition. 32 If our user base and engagement continue to grow, and the amount and types of offerings continue to grow and evolve, we will need an increasing amount of technical infrastructure, including network capacity and computing power, to continue to satisfy our users’ needs.
In the event one of these third parties experiences a disruption in its ability to provide such services (whether due to technological or financial difficulties or power problems), this may result in a material disruption to the wagering activity at the casinos which we own and have a material adverse effect on our business, operating results and financial condition.
If we fail to detect fraud, theft or cheating, including by our customers and employees, our reputation may suffer which could harm our brand and reputation and negatively impact our business, financial condition and results of operations and can subject us to investigations and litigation.
See “ New legislation governing the online gaming industry may be introduced in the UK which limits or restricts our operating model in that market.” If we fail to detect fraud, theft or cheating, including by our customers and employees, our reputation may suffer which could harm our brand and reputation and negatively impact our business, financial condition and results of operations and can subject us to investigations and litigation.
Additional updates to these policies and procedures and associated operational changes may be required and costs incurred to comply with updates to e-privacy laws.
These procedures and policies continually affect our business by constraining our data processing activities and increasing our operational and compliance costs. Additional updates to these policies and procedures and associated operational changes may be required and costs incurred to comply with updates to e-privacy laws.
To the extent we are unable to set, or fail to obtain, a favorable return to player in our (or a third-party supplier’s) gambling software which maximizes revenue, it could have a material adverse effect on our business, financial condition and results of operations.
To the extent we are unable to set, or fail to obtain, a favorable return to player in our (or a third-party supplier’s) gambling software which maximizes revenue, it could have a material adverse effect on our business, financial condition and results of operations. 25 The success, including win or hold rates, of existing or future sports betting and iGaming products depends on a variety of factors and is not completely controlled by us.
The Chicago MLA will have a 15-year term followed by multiple renewal terms to be agreed between us and GLPI, and rent payable under the Chicago MLA will be (a) $20.0 million annually, subject to annual escalations to be set forth therein, plus (b) an annual amount equal to 8.5% of the GLPI Development Advances that GLPI advances to us.
The Chicago MLA has a 15-year term and up to four renewal terms of five years each, if elected by Bally’s Chicago OpCo , and rent payable under the Chicago MLA is (a) $20.0 million annually, subject to annual escalations set forth therein, plus (b) an annual amount equal to 8.5% of the GLP Development Advances that GLP advances to Bally’s Chicago OpCo .
The cost of coverage may become so high that we may need to further reduce our policy limits, further increase our deductibles or agree to certain exclusions from our coverage.
The cost of coverage may become so high that we may need to further reduce our policy limits, further increase our deductibles or agree to certain exclusions from our coverage. We may be unable to protect our intellectual property rights. We develop intellectual property to differentiate our retail casinos and interactive products from our competitors.
Data subjects have the right to object to a controller processing their data in certain circumstances, including the right to object to their data being processed for the purposes of direct marketing.
The GDPR and associated e-privacy laws impose constraints on the ability of a data controller to profile and market to customers. Data subjects have the right to object to a controller processing their data in certain circumstances, including the right to object to their data being processed for the purposes of direct marketing.
There can be no assurance that the stock price of our common stock will not fluctuate or decline significantly in the future. In addition, the stock market in general can experience considerable price and volume fluctuations that may be unrelated to our performance.
There can be no assurance that the stock price of our common stock will not fluctuate or decline significantly in the future.
Any of these risks could increase our costs and adversely affect our business, financial condition and results of operations. Further, any negative publicity related to any of our third-party partners, including any publicity related to regulatory concerns, could adversely affect our reputation and brand, and could potentially lead to increased regulatory or litigation exposure.
Further, any negative publicity related to any of our third-party partners, including any publicity related to regulatory concerns, could adversely affect our reputation and brand, and could potentially lead to increased regulatory or litigation exposure. 32 Negative perceptions and publicity surrounding the lottery industry could lead to increased regulation.
Although this initiative is subject to further developments in the countries where Bally’s and its affiliates do business, it is already in force or is expected to be in force in various jurisdictions, including the UK and the EU. We are continuing to evaluate the Pillar Two framework and related legislation and the potential impact on our business.
Although this initiative is subject to further developments in the countries where Bally’s and its affiliates do business, it is already in force in various jurisdictions, including the UK and the EU.
Furthermore, changes in ownership may result in improved quality of our competitors’ facilities, which may make such facilities more competitive. Certain of our competitors are large gaming companies with greater name recognition, marketing efforts and financial resources. In some instances, particularly in the case of Native American casinos, our competitors pay lower taxes or no taxes.
In addition, our competitors may refurbish, rebrand, or expand their casino offerings, which could result in increased competition. Furthermore, changes in ownership may result in improved quality of our competitors’ facilities, which may make such facilities more competitive. Certain of our competitors are large gaming companies with greater name recognition, marketing efforts and financial resources.
Accordingly, we employ theoretical win rates to estimate what a certain type of sports bet or iGame, on average, will win or lose in the long run. Net win is impacted by variations in the hold percentages, or actual outcomes, on our iGames and sports betting we offer to our users.
The sports betting and iGaming industries are characterized by an element of chance. Accordingly, we employ theoretical win rates to estimate what a certain type of sports bet or iGame, on average, will win or lose in the long run.
In addition, parties with whom we have advertising arrangements provide advertising services to other companies, including other fantasy sports and gaming platforms with which we compete. While we believe there are other third parties that could drive users to our platform, adding or transitioning to them may disrupt our business and increase our costs.
While we believe there are other third parties that could drive users to our platform, adding or transitioning to them may disrupt our business and increase our costs.
We use the hold percentages as an indicator of an iGame’s or sports bet’s performance against its expected outcome. Although each iGame or sports bet generally performs within a defined statistical range of outcomes, actual outcomes may vary for any given period.
Although each iGame or sports bet generally performs within a defined statistical range of outcomes, actual outcomes may vary for any given period.
The GLPI Development Agreement will contain customary representations and covenants by us and will contain funding conditions in each case which are customary and reasonable for large scale multi-phase developments, including, without limitation, (a) GLPI’s reasonable approval of plans and specifications, the project budget (including amendments thereto and reallocations therein except those to be permitted under the GLP Development Agreement), the project schedule, the underlying construction and architect contracts, and all change orders (subject to exceptions to be set forth in the GLPI Development Agreement), (b) GLPI’s receipt of appropriate lien waivers, (c) budget balancing requirements, (d) retainage requirements, (e) the identification of a GLPI representative as “owners representative” under the construction contract, and (f) other customary conditions, all to be set forth in the GLPI Development Agreement.
Bally’s Chicago OpCo is obligated to construct our permanent resort and casino in compliance with terms and conditions set forth in the GLP Development Agreement, which include the satisfaction of specified development and construction milestones. 31 The GLP Development Agreement contains customary representations and covenants by Bally’s Chicago OpCo and contains funding conditions, including, without limitation, (a) GLP’s reasonable approval of plans and specifications, the project budget (including amendments thereto and reallocations therein except those permitted under the GLP Development Agreement), the project schedule, the underlying construction and architect contracts, and all change orders (subject to exceptions set forth in the GLP Development Agreement), (b) GLP’s receipt of appropriate lien waivers, (c) budget balancing requirements, (d) retainage requirements, and (e) other customary conditions, all as set forth in the GLP Development Agreement.
Failure to successfully and timely realize the anticipated benefits of these transactions or strategies could have an adverse effect on our financial condition or results of operations. 24 Following the merger with Queen, there can be no assurance that Bally’s will be able to successfully integrate Queen or otherwise realize any expected benefits of the merger transactions.
Failure to successfully and timely realize the anticipated benefits of these transactions or strategies could have an adverse effect on our financial condition or results of operations.
There is also no guarantee that the acquired assets or businesses will generate any of the projected synergies and earnings growth, and the failure to realize such projected synergies and earnings growth may adversely affect our operating and financial results and derail any growth plans.
There is also no guarantee that the acquired assets or businesses will generate any of the projected synergies and earnings growth, and the failure to realize such projected synergies and earnings growth may adversely affect our operating and financial results and derail any growth plans. 28 There can be no assurance that we will be able to identify, acquire, develop or profitably manage additional companies or operations or successfully integrate such companies or operations into our existing operations without substantial costs, delays or other problems.
In addition, other events beyond our control, such as travel disruptions impacting the ability of people to travel to our casino properties, could impact our business. For example, the closure of Washington Bridge in Rhode Island has impacted foot traffic at our Rhode Island properties, particularly Bally’s Twin River.
In addition, other events beyond our control, such as travel disruptions impacting the ability of people to travel to our casino properties, could impact our business.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Company has a dedicated Security Forum and a Data Protection Committee comprising members from our senior leadership that convene on a regular basis to receive updates from our operations committee, cybersecurity management, external professional advisors, and other relevant Company personnel about the Cybersecurity & Privacy programs we have in place; discuss and assess material risks and planned risk mitigation, incidents and planned remediation efforts, trends observed, consider cybersecurity-related proposals, and review and adopt changes in cybersecurity policies. 37 Management’s Responsibilities In the event we identify a potential cybersecurity issue, we have defined procedures for responding to such issues, including procedures that address when and how to engage with Company management, our Board of Directors, other stakeholders, and law enforcement when responding to such issues.
Biggest changeThe Company has a dedicated Security Forum and a Data Protection Committee comprising members from our senior leadership that convene on a regular basis to receive updates from our committees, cybersecurity management, external professional advisors, and other relevant Company personnel about the Cybersecurity and Privacy programs we have in place; discuss and assess material risks and planned risk mitigation, incidents and planned remediation efforts, trends observed, consider cybersecurity-related proposals, and review and adopt changes in cybersecurity policies. 44
Following these risk assessments, we design, implement, and maintain reasonable safeguards to minimize the identified risks; reasonably address any identified gaps in existing safeguards; update existing safeguards as necessary; and monitor the effectiveness of our safeguards.
Following these risk assessments, we design, implement, and maintain reasonable safeguards to minimize the identified risks; reasonably address any identified gaps in existing safeguards; update existing safeguards as necessary; and monitor the effectiveness of our controls.
ITEM 1C. CYBERSECURITY Risk Management and Strategy We have established policies and processes for assessing, identifying, and managing material risks from cybersecurity threats, and have integrated these processes into our overall risk management systems and practices.
ITEM 1C. CYBERSECURIT Y Risk Management and Strategy We have established policies and processes for assessing, identifying, and managing material risks from cybersecurity threats, and have integrated these processes into our overall risk management systems and practices.
Our Board of Directors periodically receives reports from our operations committee, cybersecurity management, external professional advisors, and other relevant Company personnel regarding various types of risks faced by the Company and the Company’s risk mitigation efforts related thereto, including cybersecurity risks and related mitigation efforts.
Our Board of Directors periodically receives reports from our committees, cybersecurity management, external professional advisors, and other relevant Company personnel regarding various types of risks faced by the Company and the Company’s risk mitigation efforts related thereto, including cybersecurity risks and related mitigation efforts.
Some of the other steps we have taken to detect, identify, assess, classify, and attempt to mitigate cyber security and risks include: • Adopting and periodically reviewing and updating information security and privacy policies; • Conducting targeted audits and penetration tests throughout the year, using both internal and external resources; • Complying with the Payment Card Industry Data Security Standard (PCI-DSS); • Implementing an Information Security Management System (ISMS) that is certified as meeting the requirements of the ISO 27001 standard; • Implementing a Privacy Information Management System (PIMS) that complies with the requirements of the ISO 27701 standard; • Engaging an industry-leading, suitably qualified and experienced third party to independently evaluate our information security systems on a regular basis; • Adopting a vendor risk management program, which includes receiving the results of cybersecurity evaluations conducted on certain vendors engaged in high-risk data processing; • Providing security and data protection training and awareness to our employees, contractors and key partners with access to sensitive information and systems; and • Maintaining cyber liability insurance.
Some of the other steps we have taken to detect, identify, assess, classify, and attempt to mitigate cybersecurity risks include: • Adopting and periodically reviewing and updating information security and privacy policies; • Conducting targeted audits and penetration tests throughout the year, using both internal and external resources; • Complying with the Payment Card Industry Data Security Standard (PCI-DSS); • Implementing an Information Security Management System (ISMS) that is designed to generally align with the requirements of the ISO 27001 standard; • Implementing a Privacy Information Management System (PIMS) that is designed to align with the requirements of the ISO 27701 standard; • Engaging an experienced third party to independently evaluate our information security systems on a regular basis; • Adopting a vendor risk management program, which includes receiving the results of cybersecurity evaluations conducted on certain vendors engaged in high-risk data processing; • Providing security and data protection training and awareness to our employees, contractors and key partners with access to sensitive information and systems; and • Maintaining cyber liability insurance.
Our Vice President of Global Data Privacy is a recognized leader in the industry with over 7 years of experience in managing global data privacy programs. Our cybersecurity management team regularly meets with senior executives and other team members to provide oversight with respect to our cybersecurity risk detection, identification, assessment, classification, and mitigation efforts. 38
Our Vice President of Global Data Privacy is a recognized leader in the industry with over 7 years’ experience in managing global data privacy programs. Our cybersecurity management team regularly meets with industry trust groups, senior executives and other team members to provide oversight with respect to our cybersecurity risk detection, identification, assessment, classification, and mitigation efforts.
These risk assessments include identifying reasonably foreseeable potential internal and external risks, the likelihood of occurrence and any potential damage that could result from such risks, and the sufficiency of existing policies, procedures, systems, controls, and other safeguards in place to manage such risks.
The risk assessments support the identification of reasonably foreseeable internal and external risks, the likelihood of occurrence and any potential damage that could result from such risks, and the sufficiency of existing policies, procedures, systems, controls, and other safeguards in place to manage such risks.
The Board also receives presentations from management regarding trends in cybersecurity risks and risk mitigation initiatives and plans, including briefings on recent breaches at other companies and key takeaways and lessons learned that are applicable to our business. The Board will also periodically review key cybersecurity-related benchmarks for the Company.
The Board also receives presentations from management regarding trends in cybersecurity risks and risk mitigation initiatives and plans, including briefings on recent breaches at other companies and key takeaways and lessons learned that are applicable to our business.
For additional information regarding risks from cybersecurity threats, please refer to Item 1A “Risk Factors -Cybersecurity and Technology Risks. Governance Cybersecurity and data protection falls under our overall risk management and oversight.
For additional information regarding risks from cybersecurity threats, please refer to Item 1A “Risk Factors -Cybersecurity, Data Privacy and Technology Risks. Governance Cybersecurity and data protection are integrated into our overall risk management and oversight framework.
Our data breach management policy classifies potential incidents by risk levels, and we typically prioritize our incident mitigation and impact evaluation efforts based on those risk classifications, while focusing on maintaining the resiliency of our systems.
Our security incident response framework classifies potential incidents by risk levels, and we prioritize our incident mitigation and impact evaluation efforts based on those risk classifications or security incident categories, while focusing on maintaining the resiliency of our systems.
Added
Although certain of our systems are designed to align with requirements of ISO 27701, this does not mean that we will meet any particular technical standards, specifications, or requirements, but rather we use ISO 27701 and other cybersecurity standards as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.
Added
The Board will also periodically review key cybersecurity and data privacy related benchmarks for the Company. 43 Management’s Responsibilities In the event we identify a potential cybersecurity issue, we have defined procedures for responding to such issues, including procedures that address when and how to engage with Company management, our Board of Directors, other stakeholders, and law enforcement when responding to such issues.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changePROPERTIES The properties managed/owned by Bally’s as of December 31, 2024, as shown in the table below: Property Location Property Type Built/Acquired Gaming Square Footage Reportable Segment Bally’s Twin River Lincoln Casino Resort (1) Lincoln, RI Casino and Resort 2004 188,070 Casinos & Resorts Bally’s Arapahoe Park Aurora, CO Racetrack/OTB Site 2004 — Casinos & Resorts Hard Rock Hotel & Casino Biloxi (1)(3) Biloxi, MS Casino and Resort 2014 50,984 Casinos & Resorts Bally’s Tiverton Casino & Hotel (1)(3) Tiverton, RI Casino and Hotel 2018 33,840 Casinos & Resorts Bally’s Dover Casino Resort (1)(3) Dover, DE Casino, Resort and Raceway 2019 92,067 Casinos & Resorts Bally’s Black Hawk (1)(2)(3) Black Hawk, CO Three Casinos 2020 34,632 Casinos & Resorts Bally’s Kansas City Casino (1)(3) Kansas City, MO Casino 2020 50,000 Casinos & Resorts Bally’s Vicksburg Casino (1) Vicksburg, MS Casino and Hotel 2020 32,608 Casinos & Resorts Bally’s Atlantic City Casino Resort (1) Atlantic City, NJ Casino and Resort 2020 81,614 Casinos & Resorts Bally’s Shreveport Casino & Hotel (1)(3) Shreveport, LA Casino and Hotel 2020 30,000 Casinos & Resorts Bally’s Lake Tahoe Casino Resort Lake Tahoe, NV Casino and Resort 2021 46,665 Casinos & Resorts Bally’s Evansville Casino & Hotel (1)(3) Evansville, IN Casino and Hotel 2021 46,265 Casinos & Resorts Bally’s Quad Cities Casino & Hotel (1)(3) Rock Island, IL Casino and Hotel 2021 42,300 Casinos & Resorts Bally’s Chicago Casino (4) Chicago, IL Casino 2023 34,894 Casinos & Resorts Bally’s Golf Links at Ferry Point Bronx, NY Golf Course 2023 — Casinos & Resorts Bally's Newcastle Newcastle, United Kingdom Casino 2024 43,000 International Interactive __________________________________ (1) The properties noted above are required to be mortgaged under and are encumbered under our Credit Agreement.
Biggest changePROPERTIES The properties managed/owned by Bally’s as of December 31, 2025 , as shown in the table below: Property Location Property Type Built/ Acquired Gaming Square Footage Reportable Segment Bally’s Twin River Lincoln Casino Resort (1)(5) Lincoln, RI Casino and Resort 2004 188,070 Casinos & Resorts Bally’s Arapahoe Park Aurora, CO Racetrack/OTB Site 2004 — Casinos & Resorts Hard Rock Hotel & Casino Biloxi (1)(3) Biloxi, MS Casino and Resort 2014 50,984 Casinos & Resorts Bally’s Tiverton Casino & Hotel (1)(3) Tiverton, RI Casino and Hotel 2018 33,840 Casinos & Resorts Bally’s Dover Casino Resort (1)(3) Dover, DE Casino, Resort and Raceway 2019 92,067 Casinos & Resorts Bally’s Black Hawk (1)(2)(3) Black Hawk, CO Three Casinos 2020 34,632 Casinos & Resorts Bally’s Kansas City Casino (1)(3) Kansas City, MO Casino 2020 50,000 Casinos & Resorts Bally’s Vicksburg Casino (1) Vicksburg, MS Casino and Hotel 2020 32,608 Casinos & Resorts Bally’s Atlantic City Casino Resort (1) Atlantic City, NJ Casino and Resort 2020 81,614 Casinos & Resorts Bally’s Shreveport Casino & Hotel (1)(3) Shreveport, LA Casino and Hotel 2020 30,000 Casinos & Resorts Bally’s Lake Tahoe Casino Resort Lake Tahoe, NV Casino and Resort 2021 46,665 Casinos & Resorts Bally’s Evansville Casino & Hotel (1)(3) Evansville, IN Casino and Hotel 2021 46,265 Casinos & Resorts Bally’s Quad Cities Casino & Hotel (1)(3) Rock Island, IL Casino and Hotel 2021 42,300 Casinos & Resorts Bally’s Chicago Casino (4) Chicago, IL Casino 2023 34,894 Casinos & Resorts Bally’s Golf Links at Ferry Point Bronx, NY Golf Course 2023 — Casinos & Resorts Bally's Newcastle Newcastle, United Kingdom Casino 2024 3,733 Bally's Intralot B2C The Queen Baton Rouge (3) Baton Rouge, LA Casino 2025 31,056 Casinos & Resorts Bally's Baton Rouge Casino and Hotel (3) Baton Rouge, LA Casino and Hotel 2025 25,000 Casinos & Resorts Casino Queen Marquette (3) Marquette, IA Casino 2025 17,514 Casinos & Resorts DraftKings at Casino Queen (3) East St.
As of December 31, 2024, Bally’s had approximately 200,000 square feet of office space, including the corporate headquarters located in Providence, Rhode Island. Our interactive businesses operate primarily in leased office space located in the UK, US, Canada, Estonia, Gibraltar and Isle of Man.
As of December 31, 2025 , Bally’s had approximately 630,000 square feet of office space, including corporate headquarters located in Providence, Rhode Island.
(2) These properties include Bally’s Black Hawk North Casino, Bally’s Black Hawk West Casino and Bally’s Black Hawk East Casino. (3) Properties leased from GLPI. Refer to Note 18 “ Leases ” for further information. (4) Temporary casino facility while permanent casino resort is constructed. Site of future permanent casino resort is leased from GLPI.
Refer to Note 15 “ Leases ” for further information. (4) Temporary casino facility while permanent casino resort is constructed. Site of future permanent casino resort is leased from GLPI. (5) On February 11, 2026, the Company completed the previously announced sale-leaseback to GLPI.
Added
Louis, IL Casino and Hotel 2025 40,000 Casinos & Resorts __________________________________ (1) The properties noted above are required to be mortgaged under and are encumbered under our Credit Agreement. (2) These properties include Bally’s Black Hawk North Casino , Bally’s Black Hawk West Casino and Bally’s Black Hawk East Casino . (3) Properties leased from GLPI.
Added
Our Bally's Intralot B2B businesses operate primarily in leased office space located in Greece, the US and Australia while our Bally's Intralot B2C businesses operate primarily in leased office space located in the UK, US, Canada, Estonia, Gibraltar and Isle of Man.
Added
Bally’s also has rights to 35 acres of developable land in Las Vegas, NV at the site of the former Tropicana Las Vegas.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThe current liability for the estimated losses associated with these proceedings is not material to our consolidated financial condition and those estimated losses are not expected to have a material impact on our results of operations. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 39 PART II
Biggest changeThe current liability for the estimated losses associated with these proceedings is not material to our consolidated financial condition and those estimated losses are not expected to have a material impact on our results of operations. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 45 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe performance graph below compares the cumulative total return on our common stock to the cumulative total return of the Standard & Poor’s 500 Stock Index (“S&P 500”) and the Dow Jones US Gambling Index.
Biggest changeMARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information for Our Common Stock Our common stock is listed on the NYSE under the symbol “BALY.” Stock Performance Graph The performance graph below compares the cumulative total return on our common stock to the cumulative total return of the Standard & Poor’s 500 Stock Index (“S&P 500”) and the Dow Jones US Gambling Index.
On February 10, 2020, and October 4, 2021, the Board approved an additional $100 million and $350 million for stock repurchases and payment of dividends, respectively. As of December 31, 2024, $95.5 million was available for use under the capital return program.
On February 10, 2020, and October 4, 2021, the Board approved an additional $100 million and $350 million for stock repurchases and payment of dividends, respectively. As of December 31, 2025 , $95.5 million was available for use under the Capital Return Program.
The performance graph assumes that $100 was invested on December 31, 2019 in each of our common stock, the S&P 500 and the Dow Jones US Gambling Index, and that all dividends were reinvested.
The performance graph assumes that $100 was invested on December 31, 2020 in each of our common stock, the S&P 500 and the Dow Jones US Gambling Index, and that all dividends were reinvested.
Holders At February 28, 2025, there were 8 holders of record of our common stock, although we believe there are a larger number of beneficial owners of our common stock because many shares are held by brokers and other institutions on behalf of shareholders.
Holders At February 28, 2026 , there were 6 holders of record of our common stock, although we believe there are a larger number of beneficial owners of our common stock because many shares are held by brokers and other institutions on behalf of shareholders.
The stock price performance shown in this graph is neither necessarily indicative of, nor intended to suggest, future stock price performance. *$100 invested on 12/31/19 in stock or index, including reinvestment of dividends. Fiscal year ending December 31. Copyright© 2024 Standard & Poor’s, a division of S&P Global. All rights reserved.
The stock price performance shown in this graph is neither necessarily indicative of, nor intended to suggest, future stock price performance. *$100 invested on 12/31/20 in stock or index, including reinvestment of dividends. Fiscal year ending December 31. Copyright© 2026 Standard & Poor's, a division of S&P Global. All rights reserved. Copyright© 2026 Russell Investment Group. All rights reserved.
Standard General, our largest shareholder, beneficially owned 73.7% of our outstanding common stock as of February 28, 2025. 40 Issuer Purchases of Equity Securities On June 14, 2019, we announced that the Board approved a capital return program (the “Capital Return Program”) under which we may expend a total of up to $250 million for a share repurchase program and payment of dividends.
Standard General, our largest shareholder, beneficially owned 67.1% of our outstanding common stock as of February 28, 2026 . 46 Issuer Purchases of Equity Securities On June 14, 2019, we announced that the Board approved a capital return program (the “Capital Return Program”) under which we may expend a total of up to $250 million for a share repurchase program and payment of dividends.
Copyright© 2024 S&P Down Jones Indices LLC, a division of S&P Global. All rights reserved. Dividend Policy We do not currently intend to pay any dividends on our common stock in the foreseeable future.
Dividend Policy We do not currently intend to pay any dividends on our common stock in the foreseeable future.
There is no fixed time period to complete the capital returns. There were no share repurchases made by the Company of its common stock during the year ended December 31, 2024.
There is no fixed time period to complete the capital returns. During the fourth quarter of 2025, the Company did not make any repurchases of equity securities. ITEM 6. [RESERVED]
Removed
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information for Our Common Stock Our common stock is listed on the NYSE under the symbol “BALY.” Stock Performance Graph Our shares of common stock began trading on the NYSE on March 29, 2019.
Removed
On February 7, 2025, approximately 22.9 million shares of our common stock were converted into the right to receive cash consideration equal to $18.25 per share in connection with our transactions with Standard General and its affiliates, including Queen.
Removed
Recent Sales of Unregistered Securities On February 7, 2025, we issued 30,452,096 shares of our common stock in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), in connection with the closing of our transactions with Standard General and its affiliates, including Queen.
Removed
In addition, SBG Gaming, LLC (“SBG”) delivered to us options it previously acquired from us to purchase 1,639,669 shares of our common stock in exchange for warrants to purchase 384,536 shares of our common stock containing terms substantially similar to other warrants held by SBG.
Removed
The warrant issuance was exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(9) of the Securities Act. See our Current Report on Form 8-K filed with the SEC on February 13, 2025 for additional information.

Item 7. Management's Discussion & Analysis

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

70 edited+123 added−43 removed37 unchanged
Biggest changeResults of Operations The following table presents, for the periods indicated, certain revenue and income items: Years Ended December 31, (In millions) 2024 2023 2022 Total revenue $ 2,450.5 $ 2,449.1 $ 2,255.7 (Loss) income from operations (258.3) 104.0 (293.0) Net loss (567.8) (187.5) (425.5) The following table presents, for the periods indicated, certain income and expense items expressed as a percentage of total revenue: Years Ended December 31, 2024 2023 2022 Total revenue 100.0 % 100.0 % 100.0 % Gaming and non-gaming expenses 45.8 % 45.1 % 44.7 % General and administrative 42.6 % 45.5 % 36.6 % Gain on sale-leaseback, net (3.5) % (15.3) % (2.3) % Impairment charges 10.2 % 6.1 % 20.6 % Depreciation and amortization 15.5 % 14.3 % 13.3 % Total operating costs and expenses 110.5 % 95.8 % 113.0 % (Loss) income from operations (10.5) % 4.2 % (13.0) % Other (expense) income: Interest expense, net (11.8) % (11.3) % (9.2) % Other non-operating income (expense), net (0.2) % (0.5) % 2.1 % Total other expense, net (12.0) % (11.8) % (7.2) % Loss before income taxes (22.5) % (7.6) % (20.1) % Provision (benefit) for income taxes 0.6 % 0.1 % (1.3) % Net loss (23.2) % (7.7) % (18.9) % __________________________________ Note: Amounts in table may not subtotal due to rounding. 43 Segment Information The Company has three reportable segments: Casinos & Resorts, International Interactive and North America Interactive.
Biggest changeConsolidated Adjusted EBITDAR should not be viewed as a measure of overall operating performance or considered in isolation or as an alternative to net income, because it excludes the rent expense associated with our triple net operating leases with GLPI and the lease for real estate and land underlying the operations of the Bally’s Lake Tahoe property. 48 Results of Operations The following table presents, for the periods indicated, certain revenue and income items: Successor Predecessor Period from February 8, 2025 to December 31, 2025 Period from January 1, 2025 to February 7, 2025 Year Ended December 31, 2024 (In millions) Total revenue $ 2,436.2 $ 220.5 $ 2,450.5 Loss from operations (277.7) (20.8) (258.3) Net loss (665.5) (51.0) (567.8) The following table presents, for the periods indicated, certain income and expense items expressed as a percentage of total revenue: Successor Predecessor Period from February 8, 2025 to December 31, 2025 Period from January 1, 2025 to February 7, 2025 Year Ended December 31, 2024 Total revenue 100.0 % 100.0 % 100.0 % Gaming and non-gaming expenses 45.0 % 47.4 % 45.8 % General and administrative 47.0 % 51.9 % 42.6 % Gain on sale-leaseback, net — % — % (3.5) % Impairment charges 7.5 % — % 10.2 % Depreciation and amortization 12.0 % 10.1 % 15.5 % Total operating costs and expenses 111.4 % 109.4 % 110.5 % Loss from operations (11.4) % (9.4) % (10.5) % Other (expense) income: Interest expense, net (15.0) % (12.3) % (11.8) % Other non-operating income (expense), net 1.0 % (1.1) % (0.2) % Total other expense, net (14.0) % (13.4) % (12.0) % Loss before income taxes (25.4) % (22.8) % (22.5) % Provision for income taxes 2.0 % 0.3 % 0.6 % Net loss (27.3) % (23.1) % (23.2) % __________________________________ Note: Amounts in table may not subtotal due to rounding.
Consolidated Adjusted EBITDA and segment Adjusted EBITDAR information is presented because management believes that they are commonly used measures of performance in the gaming industry and that they are considered by many to be key indicators of our operating results. 42 Consolidated Adjusted EBITDAR is used outside of our financial statements solely as a valuation metric.
Consolidated Adjusted EBITDA and segment Adjusted EBITDAR information is presented because management believes that they are commonly used measures of performance in the gaming industry and that they are considered by many to be key indicators of our operating results. Consolidated Adjusted EBITDAR is used outside of our financial statements solely as a valuation metric.
Our strategy has been to maintain moderate leverage and substantial capital resources in order to take advantage of opportunities, to invest in our businesses and acquire properties at what we believe to be attractive valuations. As such, we have continued to invest in our land-based casino business and build on our interactive/iGaming gaming business.
Our strategy has been to maintain moderate leverage and substantial capital resources in order to take advantage of opportunities, to invest in our businesses and acquire properties at what we believe to be attractive valuations. As such, we have continued to invest in our land-based casino business and build on our interactive/iGaming business.
Material changes in these estimates could occur and result in additional impairment in future periods. Income Taxes We prepare our income tax provision in accordance with Accounting Standards Codification (“ASC”) 740, Income Taxes.
Material changes in these estimates could occur and result in additional impairment in future periods. 63 Income Taxes We prepare our income tax provision in accordance with Accounting Standards Codification (“ASC”) 740, Income Taxes.
These estimates and judgements are based on past events and/or expectations of future outcomes. Actual results may differ from our estimates. We discuss our significant accounting policies used in preparing the financial statements in Note 2 of our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
These estimates and judgments are based on past events and/or expectations of future outcomes. Actual results may differ from our estimates. We discuss our significant accounting policies used in preparing the financial statements in Note 2 of our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
The allocation of shared costs and intangible assets among our subsidiaries in various U.S. domestic, state and international jurisdictions is an estimate based on the principles of IRC Section 482, 1060 and 338 which is a critical estimate in the computation of U.S. and international tax provisions.
The allocation of shared costs and intangible assets among our subsidiaries in various US domestic, state and international jurisdictions is an estimate based on the principles of IRC Section 482, 1060 and 338 which is a critical estimate in the computation of US and international tax provisions.
We review goodwill and indefinite-lived intangible assets at least annually and between annual test dates if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. We have elected to perform our annual tests for indications of impairment as of the first day of the fourth quarter of each year.
We review goodwill at least annually and between annual test dates if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. We have elected to perform our annual tests for indications of impairment as of the first day of the fourth quarter of each year.
The interpretation of the IRC regulations related to the Tax Cuts and Jobs Acts, as it pertains to Section 163(j), is a critical estimate in the computation of U.S. federal taxes, and conforming states. Recently Issued Accounting Pronouncements For a discussion of recently issued financial accounting standards, refer to Note 5 “Recently Issued Accounting Pronouncements,” of Part II.
The interpretation of the IRC regulations related to the Tax Cuts and Jobs Acts, as it pertains to Section 163(j), is a critical estimate in the computation of US federal taxes, and conforming states. Recently Issued Accounting Pronouncements For a discussion of recently issued financial accounting standards, refer to Note 5 “ Recently Issued Accounting Pronouncements ,” of Part II.
Refer to Note 18 “ Leases ” in Item 8 of this Annual Report on Form 10-K for further information.
Refer to Note 15 “ Leases ” in Item 8 of this Annual Report on Form 10-K for further information.
The evaluation of goodwill and indefinite-lived intangible assets requires the use of estimates about future operating results of each reporting unit and asset to determine the estimated fair value of the reporting unit and the indefinite lived intangible assets. The Company must make various assumptions and estimates in performing its impairment testing, including assumptions and estimates about future cash flows.
The evaluation of goodwill requires the use of estimates about future operating results of each reporting unit and asset to determine the estimated fair value of the reporting unit. The Company must make various assumptions and estimates in performing its impairment testing, including assumptions and estimates about future cash flows.
In addition to the properties under the Master Lease No.1 explained above, the Company also entered into a lease with GLPI for the land associated with Tropicana Las Vegas.
In addition to the properties under the master leases explained above, the Company also entered into a lease with GLPI for the land associated with Tropicana Las Vegas.
Unsecured Notes On August 20, 2021, we issued $750.0 million aggregate principal amount of 5.625% senior notes due 2029 and $750.0 million aggregate principal amount of 5.875% senior notes due 2031. On October 1, 2021, upon the closing of the Gamesys acquisition, we assumed the issuer obligation under the unsecured notes.
Debt and Lease Obligations Unsecured Notes On August 20, 2021, we issued $750.0 million aggregate principal amount of 5.625% senior notes due 2029 and $750.0 million aggregate principal amount of 5.875% senior notes due 2031. On October 1, 2021, upon the closing of the Gamesys acquisition, we assumed the issuer’s obligation under the unsecured notes.
The Company also entered into additional currency swaps to synthetically convert $200 million, notional, of its floating rate Term Loan Facility, to an equivalent GBP-denominated floating rate instrument, due October 2026.
The Company is also a party to additional currency swaps to synthetically convert $200 million, notional, of its floating rate Term Loan Facility, to an equivalent GBP-denominated floating rate instrument, due October 2026.
The 2024 year to date effective tax rate differed from the US federal statutory rate of 21%, creating a provision for income tax on the Company’s Loss before income taxes, largely due to an increase in the valuation allowance and the negative rate differential driven by the increased impairment charges within our foreign entities.
The effective tax rates during the successor periods in the 2025 calendar year differed from the US federal statutory rate of 21%, creating a provision for income tax on the Company’s Loss before income taxes, largely due to an increase in the valuation allowance and the negative rate differential driven by the increased impairment charges within our foreign entities.
(8) Impairment charges for 2024 includes $125.9 million, $71.6 million and $12.8 million impairment charges in the International Interactive segment related to its intangible assets, goodwill and certain other long-lived assets, respectively, as well as $38.6 million of impairment charges on gaming licenses in connection with our Casinos & Resorts reporting segment.
Impairment charges for 2024 includes $125.9 million and $71.6 million impairment charges in the Bally's Intralot B2B segment related to its intangible assets and goodwill, respectively, $12.8 million impairment charges in the Bally's Intralot B2C segment related to certain other long-lived assets, as well as $38.6 million of impairment charges on gaming licenses in connection with our Casinos & Resorts reportable segment.
The Company continuously monitors for events and circumstances that could negatively impact the key assumptions in determining the fair value of goodwill, including long-term revenue growth projections, profitability, discount rates, external factors, such as industry, market and macro-economic conditions, and internal factors, such as changes in the Company’s business strategy, which may re-allocate capital and resources to different or new opportunities but, in turn, may be to the detriment of an individual reporting unit. 52 The Company completed its annual assessment for goodwill impairment as of October 1, 2024, which resulted in no impairment charges to goodwill.
The Company continuously monitors for events and circumstances that could negatively impact the key assumptions in determining the fair value of its reporting units, including long-term revenue growth projections, profitability, discount rates, external factors, such as industry, market and macro-economic conditions, and internal factors, such as changes in the Company’s business strategy, which may re-allocate capital and resources to different or new opportunities but, in turn, may be to the detriment of an individual reporting unit.
Specifically, the Company applies the discounted cash flow (“DCF”) model under the income approach and the guideline company method under the market approach and weighs the results of the two valuation methodologies based on the facts and circumstances surrounding the reporting unit.
Specifically, the Company applies the discounted cash flow (“DCF”) model under the income approach and the guideli ne public co mpany method under the market approach and weighs the results of the two valuation methodologies based on the facts and circumstances surrounding the reporting unit.
Refer to “Our Operating Structure” in Part I, Item 1 “Business” of this Annual Report on Form 10-K and Note 23 “Segment Reporting” to our consolidated financial statements presented in Part II, Item 8 of this Annual Report on Form 10-K for additional information on our segment reporting structure.
Refer to “ Our Operating Structure ” in Part I, Item 1 “Business” of this Annual Report on Form 10-K and Note 20 “ Segment Reporting ” to our consolidated financial statements presented in Part II, Item 8 of this Annual Report on Form 10-K for additional information on our segment reporting structure.
Additionally, the Company simultaneously entered into a series of interest rate contracts in a notional aggregate amount of $1.00 billion, to further manage the Company’s exposure to interest rate movements associated with the Company’s variable rate Term Loan Facility through its synthetic conversion to fixed rate debt.
Additionally, as part of the Company’s risk management program to manage its overall interest rate exposure, the Company has entered into a series of interest rate contracts in a notional aggregate amount of $1.00 billion, to further manage the Company’s exposure to interest rate movements associated with the Company’s variable rate Term Loan Facility through its synthetic conversion to fixed rate debt.
As of December 31, 2024, the cumulative minimum obligation committed in these agreements is approximately $52.4 million, extending through 2029. Critical Accounting Estimates The preparation of our consolidated financial statements in accordance with US GAAP requires us to make estimates and apply judgments that affect reported amounts.
As of December 31, 2025 (Successor), the cumulative minimum obligation committed in these agreements is approximately $32.1 million , extending through 2029 . Critical Accounting Estimates Th e preparation of our consolidated financial statements in accordance with US GAAP requires us to make estimates and apply judgments that affect reported amounts.
In 2024, we continued our spending on our planned projects and maintenance at our casino properties, the most significant being our future Bally’s Chicago permanent facility.
In 2025 successor and predecessor reporting periods, we continued our spending on our planned projects and maintenance at our casino properties, the most significant being our future Bally’s Chicago permanent facility.
(10) In the third quarter of 2024, the Company recorded a $6.3 million charge to reduce amounts due from payment service providers (“PSP”) due to a circumstance whereby the payment processer for certain online sports wagering deposits failed to capture and settle funds with patrons of the Company.
(9) Costs incurred in connection with the Company’s Merger with Standard General and Intralot Transaction (10) In the third quarter of 2024 (Predecessor), the Company recorded a $6.3 million charge to reduce amounts due from payment service providers (“PSP”) due to a circumstance whereby the payment processer for certain online sports wagering deposits failed to capture and settle funds with patrons of the Company.
Secured Notes In connection with the closing of the merger on February 7, 2025, we entered into a note purchase agreement and issued $500 million in aggregate principal amount of first lien senior secured notes due October 2, 2028, at an annual interest rate of 11%, payable quarterly.
These covenants are subject to exceptions and qualifications set forth in the indenture. 55 2028 Notes In connection with the closing of the Merger on February 7, 2025, we entered into a note purchase agreement and issued $500 million in aggregate principal amount of first lien senior secured notes due October 2, 2028, at an annual interest rate of 11%, payable quarterly (the “2028 Notes”).
Operating leases The Company is committed under various operating lease agreements for real estate and property used in operations. Minimum rent payable under operating leases was $4.86 billion as of December 31, 2024, of which $199.7 million is due within the next twelve months.
Operating leases The Company is committed under various operating lease agreements for real estate and property used in operations. Minimum rent payable under operating leases was $3.41 billion as of December 31, 2025 (Successor), of which $236.9 million is due within the next twelve months.
The project also provides the Company with the exclusive right to operate a temporary casino for up to three years while the permanent casino resort is constructed. The temporary casino commenced operations on September 9, 2023 at the Medinah Temple and includes approximately 800 gaming positions and 3 food and beverage venues.
The project also provides the Company with the exclusive right to operate a temporary casino, which commenced operations on September 9, 2023 (Predecessor) at the Medinah Temple, for up to three years while the permanent casino resort is constructed.
As of December 31, 2024, obligations related to these agreements were $125.4 million, with contracts extending through 2036. Interactive Technology Partnerships - The Company has certain multi-year agreements with its various market access and content providers, as well as its online sports betting platform partners, that require the Company to pay variable fees based on revenue, with minimum annual guarantees.
Interactive Technology Partnerships - The Company has certain multi-year agreements with its various market access and content providers, as well as its online sports betting platform partners, that require the Company to pay variable fees based on revenue, with minimum annual guarantees.
In 2024, we spent approximately $133.6 million related to the construction and development of our permanent casino and resort, which is expected to open to the public in 2026. We expect future funding of the permanent casino construction to be financed through the GPLI agreement noted above.
To date, we have spent approximately $481.3 million related to the construction and development of our permanent casino and resort, which is expected to open to the public in 2026. We expect future funding of the permanent casino construction to be financed through the Chicago MLA agreement noted above and the Company’s capital resources.
This lease has an initial term of 50 years (with a maximum term of 99 years with renewal options) at annual rent of $10.5 million, subject to minimum 1% annual escalation or greater escalation dependent on CPI.
This lease has an initial term of 50 years , with the possibility of extending up to 99 years through renewal options, and requires initial minimum annual payments of $10.5 million , subject to minimum 1% annual escalation or greater escalation dependent on CPI.
During 2023, the Company entered into certain currency swaps to synthetically convert $500 million of its Term Loan Facility to an equivalent fixed-rate Euro-denominated instrument, due October 2028, with a weighted average fixed interest rate of approximately 6.69% per annum.
Additionally, the Company repaid all outstanding amounts under the Revolving Credit Facility. 56 The Company is a party to certain currency swaps which synthetically convert $500 million of its Term Loan Facility to an equivalent fixed-rate Euro-denominated instrument, due October 2028, with a weighted average fixed interest rate of approximately 6.69% per annum.
These financial covenants include a provision where, in the event borrowings under the Revolving Credit Facility exceed 30% of the total revolving commitment, the Company is required to maintain a first lien secured indebtedness to Adjusted EBITDA ratio of 5.00 to 1.00. As of December 31, 2024, the Company was in compliance with all applicable covenants.
These financial covenants include a provision whereby, in the event borrowings under the Revolving Credit Facility exceed 25% of the total revolving commitment, the Company is required to maintain a first lien secured indebtedness to Adjusted EBITDA ratio of 4.00 to 1.00.
The following table sets forth certain financial information associated with results of operations for the years ended December 31, 2024, 2023 and 2022. Non-gaming revenue includes hotel, food and beverage, licensing and retail, entertainment and other revenue. Non-gaming expenses include hotel, food and beverage, licensing and retail, entertainment and other expenses.
The following table sets forth certain financial information associated with results of operations. Non-gaming revenue includes hotel , food and beverage , technology services , licensing and retail, entertainment and other revenue.
Our primary sources of liquidity and capital resources have been cash on hand, cash flow from operations, borrowings under our Revolving Credit Facility (as defined herein) and proceeds from the issuance of debt and equity securities. We assess liquidity in terms of the ability to generate cash or obtain financing in order to fund operating, investing and debt service requirements.
Our ability to fund our obligations depends on existing cash on hand, cash flow from our subsidiaries and our ability to raise capital. Our primary sources of liquidity and capital resources have been cash on hand, cash flow from operations, borrowings under our Revolving Credit Facility (as defined herein) and proceeds from the issuance of debt and equity securities.
These notes are guaranteed by our restricted subsidiaries and secured by the same collateral securing the Credit Facility. The agreement mandates redemption offers in certain situations, such as asset sales and unpermitted debt issuances, with specific redemption premiums applicable within the first two years. After two years, notes can be redeemed at par.
The note purchase agreement mandated redemption offers in certain situations, such as asset sales and unpermitted debt issuances, with specific redemption premiums applicable within the first two years. After two years, notes can be redeemed at par.
Our primary ongoing cash requirements include the funding of operations, capital expenditures, acquisitions and other investments in line with our business strategy and debt repayment obligations and interest payments.
We assess liquidity in terms of the ability to generate cash or obtain financing in order to fund operating, investing and debt service requirements. Our primary ongoing cash requirements include the funding of operations, capital expenditures, acquisitions and other investments in line with our business strategy and debt repayment obligations and interest payments.
(6) Gain on sale-leaseback, net is related to Bally’s Kansas City, Bally’s Shreveport and the Company’s Bally’s Chicago project during the year ended December 31, 2024, the Hard Rock Biloxi and Bally’s Tiverton properties during the year ended December 31, 2023, and Bally’s Quad Cities and Bally’s Black Hawk (“Bally's Black Hawk”) during the year ended December 31, 2022.
(6) Gain on sale-leaseback, net is related to Bally’s Kansas City , Bally’s Shreveport and the Company’s Bally’s Chicago project during the year ended December 31, 2024 (Predecessor).
These covenants are subject to exceptions and qualifications set forth in the Credit Agreement. The Revolving Credit Facility also includes certain financial covenants the Company is required to maintain throughout the term of the credit facility.
The Revolving Credit Facility also includes certain financial covenants the Company is required to maintain throughout the term of the Revolving Credit Facility.
We did not pay cash dividends during the year ended December 31, 2024, nor do we currently intend to pay any dividends on our common stock in the foreseeable future.
We did not pay cash dividends during the period from February 8, 2025 to December 31, 2025 (Successor) or period from January 1, 2025 to February 7, 2025 (Predecessor), nor do we currently intend to pay any dividends on our common stock in the foreseeable future.
The amount, timing and terms of any return of capital transaction will be determined based on prevailing market conditions and other factors. There is no fixed time period to complete share repurchases.
Future share repurchases may be effected in various ways, which could include open-market or private repurchase transactions, accelerated stock repurchase programs, tender offers or other transactions. The amount, timing and terms of any return of capital transaction will be determined based on prevailing market conditions and other factors. There is no fixed time period to complete share repurchases.
(3) Includes acquisition, integration and other transaction related costs, and financing costs incurred in connection with the Company's sale lease-back transactions. (4) Restructuring charges representing the severance and employee related benefits related to the announced Interactive business restructuring initiatives and the closure of the Company’s Tropicana Las Vegas property on April 2, 2024.
(4) Restructuring charges representing the severance and employee related benefits related to the announced Interactive business restructuring initiatives and the closure of the Company’s Tropicana Las Vegas property on April 2, 2024 (Predecessor).
Macroeconomic and Other Factors Our business is subject to risks caused by global economic challenges, including those caused by public health crises such as the COVID-19 pandemic, the impact of global and regional conflicts, rising inflation, rising interest rates and supply-chain disruptions, that can cause economic uncertainty and volatility.
Business Development Projects Our business development projects are summarized above in “Our Strategy and Business Developments” section above and in Note 7 “Business Combinations” to our consolidated financial statements presented in Part II, Item 8 of this Annual Report on Form 10-K. 47 Macroeconomic and Other Factors Our business is subject to risks caused by global economic challenges, including those caused by public health crises such as the COVID-19 pandemic, the impact of global and regional conflicts, rising inflation, rising interest rates and supply-chain disruptions, that can cause economic uncertainty and volatility.
Capitalized software expenditures relate to the creation, production and preparation of software for use in our online gaming operations. For the year ended December 31, 2024, capital expenditures were $199.8 million compared to $311.5 million in 2023.
Capitalized software expenditures relate to the creation, production and preparation of software for use in our online gaming operations.
The credit facilities allow us to increase the size of the Term Loan Facility or request one or more incremental term loan facilities or increase commitments under the Revolving Credit Facility or add one or more incremental revolving facilities in an aggregate amount not to exceed the greater of $650 million and 100% of the Company’s consolidated EBITDA for the most recent four-quarter period plus or minus certain amounts as specified in the Credit Agreement, including an unlimited amount subject to compliance with a consolidated total secured net leverage ratio. 49 The credit facilities contain covenants that limit the ability of the Company and its restricted subsidiaries to, among other things, incur additional indebtedness, pay dividends or make certain other restricted payments, sell assets, make certain investments, and grant liens.
The Amended Credit Agreement allows the Company to increase the size of the Term Loan Facility or request one or more incremental term loan facilities or increase commitments under the Revolving Credit Facility or add one or more incremental revolving facilities in an aggregate amount not to exceed the greater of $325 million and 50% of the Company’s consolidated EBITDA for the most recent four-quarter period plus or minus certain amounts as specified in the Amended Credit Agreement, including an unlimited amount subject to compliance with specified financial ratios.
The Master Lease No.1 has an initial term of 15 years and includes four, five-year options to renew and requires combined minimum annual payments of $100.5 million, subject to a minimum 1% annual escalation or greater escalation dependent on CPI.
The Queen Master Lease has an initial term of 15 years and includes four , five -year options to renew and is subject to annual escalation.
The most sensitive inputs to the estimated fair value of the International Interactive reporting unit were the discount rate and terminal growth rate. A hypothetical 50 basis point increase in the WACC or a 50 basis point decline in the terminal growth rate would not have resulted in any impairment charge.
A hypothetical 100 basis point increase in the WACC or a 100 basis point decline in the terminal growth rate would not have resulted in any impairment charge .
(7) Loss on disposal of business of $27.8 million recorded in 2024 related to the sale of its interactive business in Asia and certain other international markets in its International Interactive reportable segment in the fourth quarter of 2024.
(7) Loss on disposal of business of $27.8 million recorded in 2024 (Predecessor) related to the sale of its interactive business in Asia and certain other international markets in its Bally's Intralot B2C reportable segment in the fourth quarter of 2024 (Predecessor). 53 (8) Impairment charges in the Successor period from February 8, 2025 to December 31, 2025 includes $109.1 million and $72.5 million impairment charges in the Bally's Intralot B2B segment related to its intangible assets and goodwill, respectively.
Credit Facility On October 1, 2021, we entered into the Credit Agreement providing for a senior secured term loan facility in an aggregate principal amount of $1.945 billion (the “Term Loan Facility”), which will mature in 2028, and a senior secured revolving credit facility in an aggregate principal amount of $620.0 million (the “Revolving Credit Facility”), which will mature in 2026.
Credit Facility On October 1, 2021, the Company and certain of its subsidiaries entered into a credit agreement (the “Credit Agreement”) with Deutsche Bank AG New York Branch, as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”), and the other lenders party thereto, providing for a senior secured term loan facility in an initial aggregate principal amount of $1.945 billion (the “Term Loan Facility”), which was scheduled to mature in 2028, and a senior secured revolving credit facility in an initial aggregate principal amount of $620.0 million (the “Revolving Credit Facility”), which had an initial maturity date in 2026.
The decrease in adjusted EBITDAR losses is largely driven by expanded operating jurisdictions and stronger performance in iGaming and sportsbook in the current year. 46 The following table presents segment Adjusted EBITDAR, which is our reportable segment GAAP measure and our primary measure for profit or loss for our reportable segments, and reconciles Adjusted EBITDAR on a consolidated basis to net income (loss).
These changes were all primarily attributable to the factors noted above. 52 Adjusted EBITDA and Adjusted EBITDAR by Segment The following table presents segment Adjusted EBITDAR, which is our reportable segment GAAP measure and our primary measure for profit or loss for our reportable segments, and reconciles Adjusted EBITDAR on a consolidated basis to net loss.
Year Ended December 31, (in thousands) 2024 2023 2022 Adjusted EBITDAR Casinos & Resorts $ 370,518 $ 428,968 $ 398,930 International Interactive 336,460 343,559 321,651 North America Interactive (40,236) (55,653) (65,729) Corporate & Other (52,212) (63,770) (53,024) Total 614,530 653,104 601,828 Rent expense associated with triple net operating leases (1) (118,919) (125,775) (53,313) Adjusted EBITDA 495,611 527,329 548,515 Interest expense, net of interest income (289,629) (277,561) (208,153) (Benefit) provision for income taxes (15,252) (1,762) 28,923 Depreciation and amortization (379,544) (350,408) (300,559) Non-operating expense, net (2) (25,608) (12,688) 46,176 Foreign exchange (gain) loss 10,271 (11,019) 516 Transaction costs (3) (41,060) (80,376) (85,604) Restructuring charges (4) (17,921) (31,014) — Tropicana Las Vegas demolition and closure costs (5) (59,838) — — Share-based compensation (14,752) (24,074) (27,912) Gain on sale-leaseback, net (6) 86,254 374,321 50,766 Loss on disposal of business (7) (27,796) — — Impairment charges (8) (248,879) (149,825) (463,978) Merger Agreement costs (9) (14,808) — — Payment Service Provider write-off (10) (6,333) — — Diamond Sports Group non-cash settlement (11) (1,114) (144,883) — Other (12) (17,356) (5,540) (14,236) Net loss $ (567,754) $ (187,500) $ (425,546) __________________________________ (1) Consists of the operating lease components contained within our triple net leases with GLPI for the real estate assets used in the operations of certain Casinos & Resorts properties, and the triple net lease associated with the real estate and land underlying the operations of the Bally’s Lake Tahoe facility.
Successor Predecessor Period from February 8, 2025 to December 31, 2025 Period from January 1, 2025 to February 7, 2025 Year Ended December 31, 2024 (in thousands) Adjusted EBITDAR: Casinos & Resorts $ 370,774 $ 23,554 $ 370,518 Bally's Intralot B2B 34,769 3,720 6,861 Bally's Intralot B2C 297,788 25,220 329,599 North America Interactive (5,007) (5,661) (27,498) Corporate & Other (61,087) (6,774) (64,950) Total 637,237 40,059 614,530 Rent expense associated with triple net operating leases (1) (159,228) (15,669) (118,919) Adjusted EBITDA 478,009 24,390 495,611 Interest expense, net of interest income (365,233) (27,229) (289,629) (Benefit) provision for income taxes (47,564) (664) (15,252) Depreciation and amortization (293,118) (22,343) (379,544) Non-operating expense, net (2) 50,041 (3,525) (25,608) Foreign exchange (gain) loss (34,768) 194 10,271 Transaction costs (3) (100,488) (5,106) (41,060) Restructuring charges (4) — — (17,921) Tropicana Las Vegas demolition and closure costs (5) (28,332) (2,605) (59,838) Share-based compensation (31,111) (1,954) (14,752) Gain on sale-leaseback, net (6) — — 86,254 Loss on disposal of business (7) — — (27,796) Impairment charges (8) (181,620) — (248,879) Merger Agreement and Intralot Transaction costs (9) (63,161) (11,233) (14,808) Payment Service Provider write-off (10) — — (6,333) Other (11) (48,194) (949) (18,470) Net loss $ (665,539) $ (51,024) $ (567,754) __________________________________ (1) Consists of the operating lease components contained within our triple net leases with GLPI for the real estate assets used in the operations of certain Casinos & Resorts properties, and the triple net lease associated with the real estate and land underlying the operations of the Bally’s Lake Tahoe facility.
We expect that capital expenditures, outside of our planned development of the Bally’s Chicago permanent facility, will be relatively flat in 2025 compared to 2024 as we continue our focus on generating cash flows to invest in long-term growth opportunities for the entire Bally’s portfolio.
We expect that capital expenditures, outside of the construction of the Bally’s Chicago permanent facility and the development of the New York City casino and Las Vegas project , will be relatively flat in 2026 compared to 2025 as we continue our focus on generating cash flows to invest in long-term growth opportunities for the entire Bally’s portfolio. 60 Bally’s Twin River - In connection with our partnership with IGT, we have committed to invest $100 million in Bally’s Twin River over the term of our master contract, ending in 2043, with Rhode Island to expand the property and add additional amenities along with other capital improvements.
The following is a summary of our critical accounting estimates and how they are applied in preparation of our consolidated financial statements. Goodwill and Intangible Assets Assessing goodwill and indefinite-lived intangible assets for impairment is a process that involves significant judgment and requires a qualitative and quantitative analysis with many assumptions which fluctuate based on our business.
Finite-lived intangible assets are amortized over their remaining useful lives in a pattern in which the economic benefits of the intangible asset are consumed, which is generally on a straight-line basis. 62 Valuation and Subsequent Measurement of Goodwill Assessing goodwill for impairment is a process that involves significant judgment and requires a qualitative and quantitative analysis with many assumptions which fluctuate based on our business.
(11) Non-cash reserve to reflect the remaining Diamond commercial rights intangible asset offset by forgiveness of the liability. (12) Other includes the following items: (i) non-routine legal expenses, contract termination charges, and settlement costs for matters outside the normal course of business, (ii) storm related insurance and business interruption recoveries, and (iii) other individually de minimis expenses.
For the year ended December 31, 2024, other includes: (i) non-routine legal expenses, contract termination charges, and settlement costs for matters outside the normal course of business, (ii) storm related insurance and business interruption recoveries, and (iii) other individually de minimis expenses. Liquidity and Capital Resources Overview We are a holding company.
In addition, land acquisition costs and financing costs, among other types of costs, do not count towards satisfying such minimum expenditure. 51 Other Contractual Obligations Sponsorship Commitments - The Company has entered into several sponsorship agreements with various professional sports leagues and teams, allowing the Company use of official league marks for branding and promotions, among other rights.
Additionally, in February 2026, the Company paid $115 million of the $125 million in total contingent consideration due to the seller of Bally’s Golf Links. 61 Other Contractual Obligations Sponsorship Commitments - The Company has entered into several sponsorship agreements with various professional sports leagues and teams, allowing the Company use of official league marks for branding and promotions, among other rights.
GLPI leases As of December 31, 2024, the Company’s Bally’s Evansville, Bally’s Dover, Bally’s Quad Cities, Bally’s Black Hawk, Bally’s Tiverton and Hard Rock Biloxi properties were leased under the terms of a master lease agreement (the “Master Lease No.1”) with GLPI.
GLPI leases As of December 31, 2025 (Successor), the Company leases certain properties from GLPI under two separate master lease agreements, the “ Master Lease ,” and the “ Master Lease No. 2 .” The Company’s Bally’s Evansville, Bally’s Dover, Bally’s Quad Cities, Bally’s Black Hawk, Bally’s Tiverton and Hard Rock Biloxi properties are leased under the terms of the “ Master Lease ” which requires combined initial minimum annual payments of $101.5 million .
The tenor of these contracts were matched with the maturity of the Term Loan Facility tranche maturing on October 1, 2028. Refer to Note 17 “ Long-Term Debt ” in Item 8 of this Annual Report on Form 10-K for further information.
The tenor of these contracts were matched with the maturity of the Term Loan Facility tranche maturing on October 1, 2028.
In connection with the entry into the host community agreement with the City of Chicago, the Company will be required to pay annual fixed host community impact fees of $4.0 million.
Bally’s Chicago - In connection with the host community agreement with the City of Chicago to develop, Bally’s Chicago Operating Company, LLC (the “Developer”), a majority owned subsidiary of the Company, has committed to develop a destination casino resort, to be named Bally’s Chicago, in downtown Chicago, Illinois and pay an annual fixed host community impact fees of $4.0 million.
(2) Non-operating expense, net includes: (i) change in value of performance warrants, (ii) gain on extinguishment of debt, (iii) non-operating items of equity method investments including our share of net income or loss on an investment and depreciation expense related to our Rhode Island joint venture, and (iv) other (income) expense, net.
(2) Non-operating expense, net includes: (i) change in value of performance warrants, (ii) loss on extinguishment of debt, (iii) non-operating items of equity method investments and fair value option assets, and (iv) other (income) expense, net. (3) Includes acquisition, integration and other transaction related costs, as well as financing costs incurred in connection with the Company's sale lease-back transactions.
Net loss and loss per share Net loss for the year ended December 31, 2024 was $567.8 million compared to $187.5 million in 2023. As a percentage of revenue, net loss increased from 7.7% for the year ended December 31, 2023 to a net loss of 23.2% for the year ended December 31, 2024.
Net loss and loss per share Net loss for the Predecessor period from January 1, 2025 to February 7, 2025 and the Successor period from February 8, 2025 to December 31, 2025 was $51.0 million and $650.1 million , respectively. Net loss for the Predecessor year ended December 31, 2024 was $567.8 million .
In 2024, the Company modified the lease and GLPI paid $48.6 million to the Company to fund the demolition of the building at the Tropicana Las Vegas site in exchange for increasing annual rent by $4.1 million, subject to a minimum 1% annual increase or greater based on CPI, for a total modified annual rent of $14.6 million.
In 2024, the Company modified the lease and GLPI paid $48.6 million to the Company to fund the demolition of the building at the Tropicana Las Vegas site in exchange for increasing initial annual payments by $4.1 million , subject to a minimum 1% annual increase or greater based on CPI, for a total modified initial minimum annual payment of $14.6 million . 59 On July 17, 2025, the Company entered into the Chicago MLA, as described in Note 15 “ Leases ” in Item 8 of this Annual Report on Form 10-K, with GLP, that amended the existing ground lease for the property on which the Company plans to develop its Permanent Facility and a development agreement with GLP pursuant to which GLP has committed to advance up to $940 million for the payment of hard costs used to construct the Permanent Facility in exchange for increasing the amount of rent payable to GLP under the Chicago MLA.
The agreement also includes covenants limiting additional indebtedness, dividend payments, asset sales, investments, and liens, subject to certain exceptions and qualifications.
The note purchase agreement also included covenants limiting, among other things additional indebtedness, dividend payments, asset sales, investments, and liens, subject to certain exceptions and qualifications. In October 2025, the Company paid down the entire $500 million outstanding on its 2028 Notes as further described below.
The decrease in cash provided by operating activities was primarily driven by the changes in working capital, offset by increased foreign currency losses in the current year. 48 Investing Activities Net cash provided by investing activities was $97.8 million for the year ended December 31, 2024, compared to net cash used in investing activities of $207.8 million in 2023.
Investing Activities Net cash provided by investing activities for the Successor period from February 8, 2025 to December 31, 2025 of $1.8 billion and cash used in investing for the Predecessor period from January 1, 2025 to February 7, 2025 of $17.7 million, compared to $97.8 million of cash used in investing for the Year Ended December 31, 2024 (Predecessor) was driven primarily by net cash acquired from acquisitions of $2.1 billion , offset by cash paid for the Star Investment of $127.6 million and capital expenditures of $167.9 million .
The year to date fluctuation in general and administrative expense is primarily attributable to the $144.9 million Diamond Sports Group non-cash settlement in 2023 and decreased acquisition and integration costs and severance and employee related restructuring costs compared to prior year, partially offset by the Loss on disposal of business of $27.8 million recorded in the current year related to the sale of the Carved-Out Business in the fourth quarter of 2024, and increased Merger Agreement costs in 2024.
These increases were partially offset by the Loss on disposal of business of $27.8 million recorded in the prior year related to the sale of the Carved-Out Business in the fourth quarter of 2024.
The initial lease term for the Chicago MLA is 15 years with renewal options to be agreed upon by the parties. Capital Expenditures Capital expenditures are accounted for as either project, maintenance or capitalized software expenditures. Project capital expenditures are for fixed asset additions that expand an existing facility or create a new facility.
Project capital expenditures are for fixed asset additions that expand an existing facility or create a new facility.
The year to date increase was primarily driven by our Tropicana Las Vegas property, where we recorded accelerated depreciation of $80.1 million on assets as a result of the recent closure of the property on April 2, 2024, partially offset by the decreased expense related to the assets sold in the fourth quarter of 2024 as part of the Carved-Out Business. 45 (Loss) income from operations Loss from operations was $258.3 million for the year ended December 31, 2024 compared to income from operations of $104.0 million in 2023.
Changes year over year are primarily due to the closure of our Tropicana Las Vegas property in the first quarter of 2024, which caused the Company to record $80.1 million of accelerated depreciation in the prior year, partially offset by a $22.8 million increase in expense from the Intralot entities in the fourth quarter of 2025. 51 Loss from operations Loss from operations for the Predecessor period from January 1, 2025 to February 7, 2025 and the Successor period from February 8, 2025 to December 31, 2025 increased $40.1 million compared to the Predecessor year ended December 31, 2024.
Provision for income taxes Provision for income taxes for the year ended December 31, 2024 was $15.3 million, compared to $1.8 million in 2023. The effective tax rate for the year ended December 31, 2024 was (2.8)% compared to (0.9)% in 2023.
Provision for income taxes The Company recorded a provision for income taxes of $47.6 million , $0.7 million , and $15.3 million during the period from February 8, 2025 to December 31, 2025 (Successor), period from January 1, 2025 to February 7, 2025 (Predecessor), and the year ended December 31, 2024 (Predecessor), respectively.
Impairment charges In 2024, we recorded total impairment charges of $248.9 million which included $125.9 million, $71.6 million and $12.8 million impairment charges in the International Interactive segment related to its intangible assets, goodwill and certain other long-lived assets, respectively.
Impairment charges In the Successor period from February 8, 2025 to December 31, 2025 , we recorded total impairment charges of $181.6 million which included $109.1 million and $72.5 million impairment charges in the Bally's Intralot B2B segment related to its intangible assets and goodwill, respectively, due to declining projected cash flows within its licensing business.
Accordingly, the Company’s valuation allowance of $234.6 million reflects an increase of $79.7 million recorded during the year ended December 31, 2024.
Accordingly, the Company’s valuation allowance of $275.1 million reflects increases of $127.9 million and $8.7 million recorded during the period from February 8, 2025 to December 31, 2025 and period from January 1, 2025 to February 7, 2025 , respectively.
General and administrative General and administrative expenses for the year ended December 31, 2024 decreased $70.5 million from $1.11 billion, in 2023.
General and administrative General and administrative expense for the Predecessor period from January 1, 2025 to February 7, 2025 and the Successor period from February 8, 2025 to December 31, 2025 compared to the year ended December 31, 2024 (Predecessor), increased 20.6% or $214.7 million , from $1.0 billion .
Financing Activities Net cash used in financing activities was $287.8 million for the year ended December 31, 2024, compared to net cash provided by financing activities of $65.8 million in the prior year. This increase was mainly attributable to an increase in long-term debt repayments made in 2024, partially offset by decreased stock repurchases when compared to the prior year.
Financing Activities Net cash used in financing activities for the Successor period from February 8, 2025 to December 31, 2025 of $1.1 billion and cash provided by financing for the Predecessor period from January 1, 2025 to February 7, 2025 of $98.0 million , compared to $287.8 million of cash used in financing for the Year Ended December 31, 2024 (Predecessor) was driven primarily by repayments of long term debt of $1.9 billion and share repurchases of $416.2 million , offset by issuances of long term debt of $1.3 billion Capital Return Program As of December 31, 2025 (Successor), there was $95.5 million available for use under the Capital Return Program, subject to limitations in our regulatory and debt agreements.
Cash Flows Summary Years Ended December 31, (In thousands) 2024 2023 2022 Net cash provided by operating activities $ 113,999 $ 188,614 $ 270,971 Net cash provided by (used in) investing activities 97,835 (207,791) (302,922) Net cash (used in) provided by financing activities (287,840) 65,755 43,237 Effect of foreign currency on cash and cash equivalents (8,002) 5,153 (20,722) Change in cash and cash equivalents and restricted cash classified as assets held for sale — (1,653) (220) Net change in cash and cash equivalents and restricted cash (84,008) 50,078 (9,656) Cash and cash equivalents and restricted cash, beginning of period 315,262 265,184 274,840 Cash and cash equivalents and restricted cash, end of period $ 231,254 $ 315,262 $ 265,184 A description of changes in cash flows comparing the years ended December 31, 2023 and 2022 can be found in Part II.
Cash Flows Summary Successor Predecessor Period from February 8, 2025 to December 31, 2025 Period from January 1, 2025 to February 7, 2025 Year Ended December 31, 2024 (In thousands) Net cash (used in) provided by operating activities $ (11,014) $ (80,186) $ 113,999 Net cash provided by (used in) investing activities 1,842,289 (17,697) 97,835 Net cash (used in) provided by financing activities (1,141,191) 97,988 (287,840) Effect of foreign currency on cash and cash equivalents (14,300) (457) (8,002) Net change in cash and cash equivalents and restricted cash 675,784 (352) (84,008) Cash and cash equivalents and restricted cash, beginning of period 230,902 231,254 315,262 Cash and cash equivalents and restricted cash, end of period $ 906,686 $ 230,902 $ 231,254 54 Operating Activities Net cash used in operating activities for the Predecessor period from January 1, 2025 to February 7, 2025 and the Successor period from February 8, 2025 to December 31, 2025 was $91.2 million compared to $114.0 million net cash provided by operating activities for the year ended December 31, 2024 (Predecessor).
Business Development Projects Our business development projects are summarized above in “Our Strategy and Business Developments” section above and in Note 7 “Business Combinations” to our consolidated financial statements presented in Part II, Item 8 of this Annual Report on Form 10-K.
As part of the Company’s risk management and hedging program, the Company utilizes interest rate swaps and collars used to hedge and offset, respectively, the variable interest rates on the credit facility as described in Note 11 , “ Derivative Instruments ” to our consolidated financial statements presented in Part II, Item 8 of this Annual Report on Form 10-K.
Removed
“ Risk Factors ” and “ Cautionary Note Regarding Forward-Looking Statements ” in this Annual Report on Form 10-K for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. 41 Executive Overview During 2024, we continued to expand our business by actively pursuing new gaming opportunities and strategically allocating capital to our growth initiatives and existing operations. • In connection with our development plans for Bally’s Chicago, we secured a $940 million financing arrangement with GLPI for constructing our flagship casino in downtown Chicago, with construction slated for early 2025. • The controlled demolition of the Tropicana Las Vegas hotel towers advanced our stadium construction plans and site redevelopment. • We expanded our iGaming presence by launching the Bally Bet Casino app in Rhode Island and enhancing the Bally Bet sportsbook app’s reach in 13 US states and Ontario. • During the fourth quarter of 2024, we successfully disposed of portions of our international interactive business in Asian and certain other international markets.
Added
“ Risk Factors ” and “ Cautionary Note Regarding Forward-Looking Statements ” in this Annual Report on Form 10-K for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Removed
In addition, we transferred ownership of certain intellectual property used in the business into a purpose trust, which began receiving license fees under a new commercial license arrangement. We also purchased a warrant representing a 19.99% fully diluted equity interest in the Carved-Out Business.
Added
Executive Overview Our strategic initiatives in 2025 continued to advance our transformation into a more diversified, digitally enabled, and globally scaled gaming and entertainment company. • Portfolio Expansion : Completed the Merger with Standard General and Queen Casino, adding four regional properties to our Casinos & Resorts portfolio and strengthening our US market presence. • Strategic Transformation : Completed the multi-stage combination with Intralot, creating a unified global footprint and strengthening both our B2B and B2C capabilities. • International Growth : Invested A$200 million for a significant economic interest in The Star, expanding our global reach. • Bally’s Chicago : Completed the initial public offering and private placements of Bally’s Chicago Inc. and advanced construction of the permanent casino supported by enhanced data-driven customer engagement. • Major Developments : Announced planned development for an integrated resort and Major League Baseball stadium at the former Tropicana Las Vegas site and secured a New York downstate commercial casino license for our anticipated Bally’s Bronx integrated resort.
Removed
These steps continue to position us as a prominent, full-service, vertically integrated iGaming company, with physical casinos and online gaming solutions united under a single, leading brand.
Added
Together, we believe these steps continue to position the Company for sustainable long-term growth across our land-based and interactive platforms, united under a single, leading brand.
Removed
Consolidated Adjusted EBITDAR should not be viewed as a measure of overall operating performance or considered in isolation or as an alternative to net income, because it excludes the rent expense associated with our triple net operating leases with GLPI and the lease for real estate and land underlying the operations of the Bally’s Lake Tahoe property.
Added
Segment Information During the first quarter of 2025, the Company moved a component of the North America Interactive operating segment into a separate operating segment, which is reported in the Corporate & Other category. In the fourth quarter of 2025, the Company further updated its operating and reportable segments in connection with the Intralot Transaction .
Removed
Years Ended December 31, 2024 over 2023 2023 over 2022 (In thousands, except percentages) 2024 2023 2022 $ Change $ Change Revenue: Gaming Casinos & Resorts $ 1,008,361 $ 954,725 $ 907,431 $ 53,636 $ 47,294 International Interactive 893,756 952,921 899,934 (59,165) 52,987 North America Interactive 149,551 84,395 38,759 65,156 45,636 Total Gaming revenue 2,051,668 1,992,041 1,846,124 59,627 145,917 Non-gaming Casinos & Resorts 354,752 408,566 320,132 (53,814) 88,434 International Interactive 15,737 20,289 46,508 (4,552) (26,219) North America Interactive 28,321 28,177 42,941 144 (14,764) Total Non-gaming revenue 398,810 457,032 409,581 (58,222) 47,451 Total revenue $ 2,450,478 $ 2,449,073 $ 2,255,705 $ 1,405 $ 193,368 Operating costs and expenses: Gaming Casinos & Resorts $ 380,019 $ 337,193 $ 313,569 $ 42,826 $ 23,624 International Interactive 403,949 457,206 451,331 (53,257) 5,875 North America Interactive 150,095 94,538 48,018 55,557 46,520 Total Gaming expenses 934,063 888,937 812,918 45,126 76,019 Non-gaming Casinos & Resorts 174,228 194,612 147,575 (20,384) 47,037 International Interactive 5,608 11,985 34,205 (6,377) (22,220) North America Interactive 9,252 9,642 14,538 (390) (4,896) Total Non-gaming expenses 189,088 216,239 196,318 (27,151) 19,921 General and administrative Casinos & Resorts 791,316 658,021 510,929 133,295 147,092 International Interactive 198,560 191,358 149,168 7,202 42,190 North America Interactive 66,670 85,203 113,913 (18,533) (28,710) Corporate & Other (13,060) 179,394 51,696 (192,454) 127,698 Total General and administrative $ 1,043,486 $ 1,113,976 $ 825,706 $ (70,490) $ 288,270 Margins: Gaming expenses as a percentage of Gaming revenue 46 % 45 % 44 % Non-gaming expenses as a percentage of Non-gaming revenue 47 % 47 % 48 % General and administrative as a percentage of Total revenue 43 % 45 % 37 % 44 Year ended December 31, 2024 compared to year ended December 31, 2023 Total revenue Our total revenue for the years ended December 31, 2024 and 2023 consisted of the following (in thousands): 2024 2023 $ Change % Change Gaming $ 2,051,668 $ 1,992,041 $ 59,627 3.0 % Hotel 148,693 200,650 (51,957) (25.9) % Food and beverage 135,213 143,521 (8,308) (5.8) % Licensing 6,861 — 6,861 100.0 % Retail, entertainment and other 108,043 112,861 (4,818) (4.3) % Total revenue $ 2,450,478 $ 2,449,073 $ 1,405 0.1 % Total revenue for the year ended December 31, 2024 remained consistent when compared to the year ended December 31, 2023.
Added
These changes were made to better align with the Company’s strategic growth initiatives and how its chief operating decision maker evaluates performance and allocation resource. As a result, the Company determined it has four operating and reportable segments: Casinos & Resorts , Bally's Intralot B2B , Bally's Intralot B2C and North America Interactive .

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