UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

or

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-38850

BALLY’S CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	20-0904604
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
100 Westminster Street<br><br>Providence, RI	02903
(Address of principal executive offices)	(Zip Code)

(401) 475-8474

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value of $0.01 per share	BALY	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ☐     No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  ☐     No  ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during

the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the

past 90 days. Yes  ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of

Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes  ☒     No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an

emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in

Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or

revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control

over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit

report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing

reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by

any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐     No  ☒

The aggregate market value of the voting common stock held by non-affiliates of the registrant as of June 30, 2025 based on the closing price on the New York

Stock Exchange for such date, was approximately $68.9 million.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

Class	Outstanding as of February 28, 2026
Common stock, $0.01 par value	48,535,459

For additional information regarding the Company’s shares outstanding, refer to Note 17 “Stockholders’ Equity.”

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement for the Annual Meeting of Stockholders to be held on May 19, 2026 are incorporated by reference into Part III

of this Annual Report on Form 10-K.

2

BALLY’S CORPORATION

ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

		Page No.
	Explanatory Note	3
ITEM 8.	Financial Statements and Supplementary Data	4
ITEM 15.	Exhibits and Financial Statement Schedules	72
	SIGNATURES	77

3

Explanatory Note

Bally’s Corporation (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (the “Amendment No. 1”) to its Annual

Report on Form 10-K for fiscal year ended December 31, 2025, which was filed with the Securities and Exchange Commission

on March 23, 2026 (the “Original Filing”), for the sole purpose of including the auditor’s signature in the auditor’s opinion

letter. The signature had been inadvertently omitted.

Except as expressly set forth in this Amendment No. 1, the Original Filing has not been amended, updated or otherwise

modified. This Amendment No. 1 continues to speak as of the date of the Original Filing, and the Company has not updated the

disclosures contained therein to reflect any events that occurred at a date subsequent to the date of the Original Filing. The

filing of this Amendment No. 1 is not a representation that any statements contained in the Company’s Annual Report on Form

10-K are true and complete as of any date other than the date of the Original Filing. This Amendment No. 1 should be read in

conjunction with the Original Filing.

In addition, the Company’s Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of

the date of this filing in connection with this Amendment No. 1 on Form 10-K/A (Exhibit 31.1, 31.2, 32.1 and 32.2).

4

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements listed below are filed as part of this Annual Report on Form 10-K.

INDEX TO FINANCIAL STATEMENTS

	Page No.
Financial Statements:
Report of Independent Registered Public Accounting Firm (PCAOB ID 34)	5
Consolidated Balance Sheets at December 31, 2025 (Successor) and 2024 (Predecessor)	9
Consolidated Statements of Operations for the Period from February 8, 2025 to December 31, 2025<br><br>(Successor), Period from January 1, 2025 to February 7, 2025 (Predecessor) and Year ended December 31,<br><br>2024 (Predecessor)	10
Consolidated Statements of Comprehensive Loss for the Period from February 8, 2025 to December 31,<br><br>2025 (Successor), Period from January 1, 2025 to February 7, 2025 (Predecessor) and Year ended<br><br>December 31, 2024 (Predecessor)	11
Consolidated Statements Stockholders’ Equity (Deficit) for the Period from February 8, 2025 to December<br><br>31, 2025 (Successor), Period from January 1, 2025 to February 7, 2025 (Predecessor) and Year ended<br><br>December 31, 2024 (Predecessor)	12
Consolidated Statements of Cash Flows for the Period from February 8, 2025 to December 31, 2025<br><br>(Successor), the Period from January 1, 2025 to February 7, 2025 (Predecessor) and Year ended<br><br>December 31, 2024 (Predecessor)	13
Notes to Consolidated Financial Statements	15

The accompanying audited consolidated financial statements of Bally’s Corporation (and together with its subsidiaries, the

“Company” or “Bally’s”) have been prepared in accordance with the instructions to Form 10-K and Regulation S-X and include

all information and footnote disclosures necessary for complete financial statements in conformity with accounting principles

generally accepted in the US (“US GAAP”). Financial statement schedules have been omitted because they are not applicable,

or the required information is included in the consolidated financial statements or the notes thereto.

5

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Bally’s Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Bally's Corporation and subsidiaries (the

“Company”) as of December 31, 2025 (successor) and 2024 (predecessor), the related consolidated statements of

comprehensive loss, stockholders’ equity (deficit), and cash flows for the periods from February 8, 2025 to

December 31, 2025 (successor), from January 1, 2025 to February 7, 2025 (predecessor), and for the year ended

December 31, 2024 (predecessor), and the related notes (collectively referred to as the “financial statements”). In our

opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of

December 31, 2025 (successor) and 2024 (predecessor), and the results of its operations and its cash flows for the

periods from February 8, 2025 to December 31, 2025 (successor), from January 1, 2025 to February 7, 2025

(predecessor), and for the year ended December 31, 2024 (predecessor),  in conformity with accounting principles

generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United

States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025 (successor),

based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of

Sponsoring Organizations of the Treadway Commission and our report dated March 23, 2026, expressed an adverse

opinion on the Company's internal control over financial reporting because of a material weakness.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an

opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with

the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the

PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and

perform the audit to obtain reasonable assurance about whether the financial statements are free of material

misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of

material misstatement of the financial statements, whether due to error or fraud, and performing procedures that

respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and

disclosures in the financial statements. Our audits also included evaluating the accounting principles used and

significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below are matters arising from the current-period audit of the financial

statements that were communicated or required to be communicated to the audit committee and that (1) relates to

accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,

subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion

on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below,

providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

6

Goodwill – International Interactive Reporting Unit – Refer to Notes 2 and 10 to the financial statements

Critical Audit Matter Description

The Company’s goodwill is tested annually for impairment, or more frequently if indicators of impairment exist, by

comparing the fair value of the respective reporting units to their carrying value. The Company determines the fair

value of its reporting units in consideration of the income-based and market-based approaches. The key inputs in

determining the fair value of the International Interactive reporting unit include expected cash flows and projected

financial results, including forecasted revenues (collectively the “International Interactive forecasts”), the selection

of the discount rate, and market multiples. As of December 31, 2025, the value of the International Interactive

reporting unit goodwill is $1.5 billion.

The Company’s fair value determination of its International Interactive reporting unit required management to make

significant estimates and assumptions of International Interactive forecasts, discount rates, and market multiples.

Therefore, performing audit procedures to evaluate the reasonableness of these estimates and assumptions involved

a high degree of auditor judgment and increased extent of effort, including the need to involve our fair value

specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the International Interactive forecasts, discount rates, and market multiples used by

management to estimate the fair value of the International Interactive reporting unit included the following, among

others:

•We tested the effectiveness of controls over determining the fair value of the Company’s International

Interactive reporting unit, including controls over the International Interactive forecasts and the selection of

discount rates and market multiples.

•We evaluated management’s ability to accurately project the International Interactive forecasts by

performing a retrospective review of actual results to management’s historical forecasts.

•We evaluated the reasonableness of management’s projected International Interactive forecasts by:

◦Comparing the International Interactive forecasts to information included in the Company’s

communications to the Board of Directors, industry reports, and analyst reports for the Company

and certain of its peer companies;

◦Comparing the International Interactive forecasts to historical financial results;

◦Evaluating the impact of changes in the regulatory environment on management’s forecasts;

◦Conducting inquiries with management; and

◦Evaluating whether the International Interactive forecasts were consistent with evidence obtained

in other areas of the audit.

•With the assistance of our fair value specialists, we evaluated the reasonableness of the International

Interactive discount rate and market multiples by:

◦Testing the inputs underlying the determination of the discount rate and testing the mathematical

accuracy of the calculation;

◦Developing a range of independent estimates and comparing those to the discount rate selected by

management;

◦Testing the source information underlying the determination of the market multiples; and

◦Developing a range of independent estimates and comparing those to the market multiples selected

by management.

Business Combination – Merger – Refer to Notes 1, 2, and 7 to the financial statements

Critical Audit Matter Description

On February 7, 2025, the Company completed the Merger with SG Parent LLC, (“Parent”), The Queen Casino &

Entertainment, Inc., (“Queen”), and as a result of the transactions, at closing, Parent and its affiliates beneficially

owned 73.8% of the issued and outstanding Company common stock.

7

The Merger between the Company and Queen was accounted for as a transaction between entities under common

control in accordance with ASC Topic 805, Business Combinations (“ASC 805”), in which the accounting acquirer

(Parent and its affiliates) obtained control of the Company. The Company has elected to push down its Parent’s basis

in its net assets into its financial statements, and as a result, the net assets of the Predecessor were measured and

recognized at their fair values as of the acquisition date and were combined with those of Queen at Queen’s

historical carrying amounts and are presented on a combined basis.

The fair value of the Merger consideration was $955.6 million which was allocated to the assets acquired and

liabilities assumed based on their respective fair values, including the fair value of the operating segments and

reporting units, gaming licenses, customer relationships, developed technology, trade names and Intellectual

property license.

The fair value determination of these intangible assets requires management to make significant estimates and

assumptions related to expected cash flows and projected financial results, including forecasted revenues

(collectively the “Merger forecasts”), and the selection of the discount rate. Changes to these assumptions could

result in a significant impact on the recognition of the acquired gaming licenses, customer relationships, developed

technology, trade name and intellectual property license intangible assets, and the determination of goodwill.

Therefore, performing audit procedures to evaluate the reasonableness of these assumptions required a high degree

of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

Business Combination – Intralot S.A. – Refer to Notes 1 and 7 to the financial statements

Critical Audit Matter Description

On October 8, 2025, Intralot S.A. (“Intralot”) completed the acquisition of the Company’s issued and outstanding

capital stock of Bally’s Holdings Limited, (“Bally’s International Interactive”) and combined it with Intralot’s global

lottery and gaming operations (the “Intralot Transaction”).

The Intralot Transaction consideration comprised of €1.530 billion ($1.8 billion) cash paid by Intralot, and 873.7

million newly issued Intralot shares to the Company.  Following the Intralot Transaction, the Company became the

majority shareholder of Intralot with an aggregate 57.9% interest. As the Company obtained a controlling financial

interest in Intralot as a result of the Intralot Transaction, the Company is deemed the accounting acquirer of Intralot

for purposes of financial reporting. Accordingly, the Intralot Transaction will be accounted for as a business

combination under ASC 805.

The consideration for the purchase accounting is approximately $1.60 billion, consisting of (i) the fair value of the

Intralot shares issued to the Company on the closing date, and (ii) the fair value of Bally’s previously held equity

interest in Intralot. The remaining 42.1% of Intralot’s equity interests held by third parties will be reflected as a

noncontrolling interest of the Company in the equity section of its consolidated balance sheet in accordance with

ASC 805. The preliminary fair value of the noncontrolling interest on the closing date was $1.1 billion, based on

Intralot’s share price on the closing date and the control premium.

The fair value of consideration was allocated to the assets acquired and liabilities assumed based on their respective

fair values, including the fair value of the synergies, developed technology, trade names, backlog, and customer

relationship.

The fair value determination of these intangible assets requires management to make significant estimates and

assumptions related to expected cash flows and projected financial results, including forecasted revenues

(collectively the “Intralot forecasts”), and the selection of the discount rate. Changes to these assumptions could

result in a significant impact on the recognition of the acquired developed technology, trade names, backlog and

customer relationship intangible assets and the determination of goodwill. Therefore, performing audit procedures to

evaluate the reasonableness of these assumptions required a high degree of auditor judgment and an increased extent

of effort, including the need to involve our fair value specialists.

How the Critical Audit Matters Were Addressed in the Audit

Our audit procedures related to the Merger forecasts and Intralot forecasts (collectively forecasts”) and the selection

of the discount rates used by management to determine the fair value of the acquired intangible assets and the

assigned goodwill included the following, among others:

8

•We tested the effectiveness of controls over the valuation of the operating segments, reporting units, and

intangible assets, including management’s controls over the forecasts and the selection of the discount rate

used.

•We evaluated the assumptions and estimates included in the forecasts by:

◦Comparing the forecasts to information included in the Company’s communications to the Board

of Directors, industry reports, and analyst reports for the Company and certain of its peer

companies;

◦Comparing the forecasts to historical financial results;

◦Conducting inquiries with management; and

◦Evaluating whether the forecasts were consistent with evidence obtained in other areas of the

audit.

•With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rate by:

◦Testing the inputs underlying the determination of the discount rate and testing the mathematical

accuracy of the calculation.

◦Developing a range of independent estimates and comparing those to the discount rate selected by

management.

/s/ Deloitte & Touche LLP
New York, New York
March 23, 2026
We have served as the Company’s auditor since 2015.

9

BALLY’S CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

	Successor	Predecessor
	December 31,<br><br>2025	December 31,<br><br>2024
Assets
Cash and cash equivalents	$798,423	$171,233
Restricted cash	108,263	60,021
Accounts receivable, net	193,951	55,486
Inventory	55,842	19,317
Tax receivable	30,706	26,345
Prepaid expenses and other current assets	159,609	115,471
Total current assets	1,346,794	447,873
Property and equipment, net	1,063,739	630,702
Right of use assets, net	1,767,792	1,544,936
Goodwill	3,432,893	1,799,944
Intangible assets, net	3,000,983	1,307,343
Deferred tax asset	12,482	2,309
Other assets	605,693	127,030
Total assets	$11,230,376	$5,860,137
Liabilities and Stockholders’ Equity
Current portion of long-term debt	$37,344	$19,450
Current portion of lease liabilities	104,647	65,827
Accounts payable	196,890	85,771
Accrued income taxes	20,374	25,468
Accrued and other current liabilities	1,327,799	481,292
Total current liabilities	1,687,054	677,808
Long-term debt, net	4,463,313	3,299,323
Long-term portion of lease liabilities	1,829,190	1,554,479
Deferred tax liability	553,513	118,214
Other long-term liabilities	152,476	179,411
Total liabilities	8,685,546	5,829,235
Commitments and contingencies (Note 19)
Stockholders’ equity:
Common stock ($0.01 par value; 200,000,000 shares authorized; 48,524,809 (Successor)<br><br>and 40,787,007 (Predecessor) shares issued; 48,524,809 (Successor) and 40,787,007<br><br>(Predecessor) shares outstanding)	484	408
Preferred stock ($0.01 par value; 10,000,000 shares authorized; no shares outstanding)	—	—
Additional paid-in-capital	1,574,827	1,414,410
Accumulated deficit	(650,074)	(1,123,649)
Accumulated other comprehensive income (loss)	69,421	(260,267)
Total Bally’s Corporation stockholders’ equity	994,658	30,902
Non-controlling interest	1,550,172	—
Total stockholders’ equity	2,544,830	30,902
Total liabilities and stockholders’ equity	$11,230,376	$5,860,137

The accompanying notes are an integral part of these consolidated financial statements.

10

BALLY’S CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

	Successor	Predecessor
	Period from<br><br>February 8,<br><br>2025 to<br><br>December 31,<br><br>2025	Period from<br><br>January 1,<br><br>2025 to<br><br>February 7,<br><br>2025	Year Ended<br><br>December 31,<br><br>2024
Revenue:
Gaming	$1,989,454	$185,767	$2,051,668
Non-gaming	446,735	34,731	398,810
Total revenue	2,436,189	220,498	2,450,478
Operating (income) costs and expenses:
Gaming	884,631	87,994	934,063
Non-gaming	210,705	16,526	189,088
General and administrative	1,143,817	114,401	1,043,486
Impairment charges	181,620	—	248,879
Gain on sale-leaseback, net	—	—	(86,254)
Depreciation and amortization	293,118	22,343	379,544
Total operating costs and expenses	2,713,891	241,264	2,708,806
Loss from operations	(277,702)	(20,766)	(258,328)
Other (expense) income:
Interest expense, net	(365,233)	(27,229)	(289,629)
Other non-operating income (expense), net	24,960	(2,365)	(4,545)
Total other expense, net	(340,273)	(29,594)	(294,174)
Loss before income taxes	(617,975)	(50,360)	(552,502)
Provision for income taxes	47,564	664	15,252
Net loss	(665,539)	(51,024)	(567,754)
Less: Net loss attributable to non-controlling interests	(15,465)	—	—
Net loss attributable to Bally’s Corporation	$(650,074)	$(51,024)	$(567,754)
Basic and diluted loss per share	$(10.73)	$(1.05)	$(11.71)
Weighted average common shares outstanding, basic and diluted	60,556,906	48,742,859	48,468,887

The accompanying notes are an integral part of these consolidated financial statements.

11

BALLY’S CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

	Successor	Predecessor
	Period from<br><br>February 8,<br><br>2025 to<br><br>December 31,<br><br>2025	Period from<br><br>January 1,<br><br>2025 to<br><br>February 7,<br><br>2025	Year Ended<br><br>December 31,<br><br>2024
Net loss	$(665,539)	$(51,024)	$(567,754)
Other comprehensive income (loss):
Foreign currency translation adjustments, net of tax	127,835	(13,097)	(84,542)
Defined benefit pension plan adjustments, net of tax	18	—	860
Net unrealized derivative gain (loss) on cash flow hedges, net of tax	(16,729)	968	3,057
Net unrealized derivative gain (loss) on net investment hedges, net of<br><br>tax	(40,435)	2,686	29,916
Other comprehensive income (loss)	70,689	(9,443)	(50,709)
Total comprehensive loss	(594,850)	(60,467)	(618,463)
Comprehensive loss attributable to non-controlling interest	(1,268)	—	—
Comprehensive loss attributable to Bally’s Corporation	$(593,582)	$(60,467)	$(618,463)

The accompanying notes are an integral part of these consolidated financial statements.

12

BALLY’S CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(In thousands, except shares)

Predecessor
	Common Stock		Additional<br><br>Paid-in<br><br>Capital	Treasury<br><br>Stock	Accumulated<br><br>Deficit	Accumulated<br><br>Other<br><br>Comprehensive<br><br>Loss	Non-<br><br>controlling<br><br>Interest	Total<br><br>Stockholders’<br><br>Equity<br><br>(Deficit)
	Shares<br><br>Outstanding	Amount
Balance as of December 31, 2023<br><br>(Predecessor)	39,973,202	400	1,400,479	—	(555,895)	(209,558)	428	635,854
Issuance of restricted stock and other<br><br>stock awards	723,990	7	(2,821)	—	—	—	—	(2,814)
Share-based compensation	—	—	14,752	—	—	—	—	14,752
Settlement of consideration	81,190	1	(178)	—	—	—	—	(177)
Acquired non-controlling interest	8,625	—	428	—	—	—	(428)	—
Other	—	—	1,750	—	—	—	—	1,750
Other comprehensive loss	—	—	—	—	—	(50,709)	—	(50,709)
Net loss	—	—	—	—	(567,754)	—	—	(567,754)
Balance as of December 31, 2024<br><br>(Predecessor)	40,787,007	408	1,414,410	—	(1,123,649)	(260,267)	—	30,902
Issuance of restricted stock and other<br><br>stock awards	19,660	—	(76)	—	—	—	—	(76)
Share-based compensation	—	—	1,954	—	—	—	—	1,954
Other comprehensive loss	—	—	—	—	—	(9,443)	—	(9,443)
Net loss	—	—	—	—	(51,024)	—	—	(51,024)
Balance as of February 7, 2025<br><br>(Predecessor)	40,806,667	$408	$1,416,288	$—	$(1,174,673)	$(269,710)	$—	$(27,687)		Successor
---	---	---	---	---	---	---	---	---
	Common Stock		Additional<br><br>Paid-in<br><br>Capital	Treasury<br><br>Stock	Accumulated<br><br>Deficit	Accumulated<br><br>Other<br><br>Comprehensive<br><br>Income	Non-<br><br>controlling<br><br>Interest	Total<br><br>Stockholders’<br><br>Equity<br><br>(Deficit)
	Shares<br><br>Outstanding	Amou<br><br>nt
Balance as of February 8, 2025<br><br>(Successor)	71,258,763	$712	$1,171,824	$—	$—	$—	$—	$1,172,536
Issuance of restricted stock and other<br><br>stock awards	70,430	—	(11,887)	—	—	—	—	(11,887)
Share-based compensation - equity<br><br>awards	—	—	31,111	—	—	—	—	31,111
Bally's Chicago Issuance	—	—	—	—	—	—	3,639	3,639
Share repurchases	(22,804,384)	(228)	(420,114)	—	—	—	—	(420,342)
Purchase of Bally's Intralot	—	—	1,324,107	—	—	—	1,063,663	2,387,770
Recognition of non-controlling<br><br>interest in Bally's International<br><br>Interactive	—	—	(534,324)	—	—	—	534,324	—
Purchase of incremental Intralot<br><br>shares	—	—	15,424	—	—	—	(37,257)	(21,833)
Other	—	—	(1,314)	—	—	—	—	(1,314)
Other comprehensive income	—	—	—	—	—	69,421	1,268	70,689
Net loss	—	—	—	—	(650,074)	—	(15,465)	(665,539)
Balance as of December 31, 2025<br><br>(Successor	48,524,809	$484	$1,574,827	$—	$(650,074)	$69,421	$1,550,172	$2,544,830

The accompanying notes are an integral part of these consolidated financial statements.

13

BALLY’S CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Successor	Predecessor
	Period from<br><br>February 8,<br><br>2025 to<br><br>December 31,<br><br>2025	Period from<br><br>January 1, 2025<br><br>to February 7,<br><br>2025	Year Ended<br><br>December 31,<br><br>2024
(in thousands)
Cash flows from operating activities:
Net loss	$(665,539)	$(51,024)	$(567,754)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	293,118	22,343	379,544
Non-cash amortization of right of use assets	82,015	7,228	58,727
Share-based compensation	31,111	1,954	14,752
Impairment charges	181,620	—	248,879
Non-cash amortization of debt discounts, debt issuance costs and fair value<br><br>adjustments	77,282	1,004	11,707
Loss on extinguishment of debt	93,120	—	—
Gain on sale-leaseback, net	—	—	(86,254)
Loss on disposal of business	—	—	27,796
Deferred income taxes	4,665	(3,010)	23,947
Change in fair value of fair value option assets	(218,950)	—	—
Loss from equity method investments	3,264	594	1,850
Change in value of performance warrants	—	1,180	13,965
Change in contingent consideration payable	63,176	786	1,343
Foreign exchange loss (gain)	34,768	(194)	(10,271)
Other operating activities	35,436	1,545	15,371
Changes in current operating assets and liabilities	(26,100)	(62,592)	(19,603)
Net cash used in (provided by) operating activities	(11,014)	(80,186)	113,999
Cash flows from investing activities:
Cash paid for acquisitions, net of cash acquired	2,117,529	—	(788)
Proceeds from sale-leaseback transactions	—	—	388,000
Cash paid for shares in Intralot	(13,799)	—	—
Cash paid for The Star Investment	(127,629)	—	—
Capital expenditures	(167,869)	(16,424)	(199,827)
Proceeds from sale of property and equipment to GLPI	68,816	—	—
Cash paid for capitalized software	(35,468)	(2,315)	(44,864)
Cash and cash equivalents transferred in sale of business	—	—	(4,178)
Restricted cash transferred in sale of business	—	—	(37,541)
Acquisition of gaming licenses	(3,002)	—	(2,508)
Other investing activities	3,711	1,042	(459)
Net cash provided by (used in) investing activities	1,842,289	(17,697)	97,835
Cash flows from financing activities:
Issuance of long-term debt	1,330,000	97,000	440,000
Repayments of long-term debt	(1,938,818)	(10,000)	(794,450)
Debt prepayment premium	(37,842)	—	—
Deferred payables, net	(41,437)	11,064	73,709
Payment of financing fees	(21,326)	—	—
Share repurchases	(416,180)	—	—
Purchase of incremental Intralot shares	(21,833)	—	—
Bally’s Chicago Inc. share issuance	18,132	—	—
Other financing activities	(11,887)	(76)	(7,099)
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

14

	Successor	Predecessor
	Period from<br><br>February 8,<br><br>2025 to<br><br>December 31,<br><br>2025	Period from<br><br>January 1, 2025<br><br>to February 7,<br><br>2025	Year Ended<br><br>December 31,<br><br>2024
(in thousands)
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amounts capitalized	$340,739	$39,069	$314,245
Non-cash investing and financing activities:
Unpaid property and equipment	$23,963	$15,772	$20,256
Unpaid capitalized software	1,904	6,158	5,419
Consideration for purchase of Intralot	1,604,756	—	—
Non-controlling interest acquired	1,063,663	—	(428)
Consideration issued for the Company Merger	955,647	—	—
Consideration issued for the Queen Merger	555,751	—	—
Initial recognition of Bally’s International Interactive non-controlling interest	(534,324)	—	—
Unpaid New York gaming license fee	500,000	—	—
Intralot shares received as settlement of loan receivable	46,905	—	—
Consideration receivable from sale of assets	3,474	—	—
Sale of business in exchange for note receivable	—	—	32,868
Investment in GLP Capital, L.P.	—	—	6,837			Successor	Predecessor
---	---	---	---
	Period from<br><br>February 8,<br><br>2025 to<br><br>December 31,<br><br>2025	Period from<br><br>January 1, 2025<br><br>to February 7,<br><br>2025	Year Ended<br><br>December 31,<br><br>2024
(in thousands)
Reconciliation of cash and cash equivalents and restricted cash:
Cash and cash equivalents	$798,423	$173,549	$171,233
Restricted cash	108,263	57,353	60,021
Total cash and cash equivalents and restricted cash	$906,686	$230,902	$231,254

The accompanying notes are an integral part of these consolidated financial statements.

15

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.GENERAL INFORMATION

Bally’s Corporation (the “Company,” or “Bally’s”) is a global gaming, hospitality and entertainment company with casinos and

resorts and online gaming (“iGaming”) businesses. As of December 31, 2025 (Successor), the Company owns and manages the

following properties within its Casinos & Resorts reportable segment:

Casinos and Resorts	Location	Type	Built/<br><br>Acquired
Bally’s Twin River Lincoln Casino Resort (“Bally’s Twin River”)	Lincoln, Rhode Island	Casino and Resort	2004
Bally’s Arapahoe Park	Aurora, Colorado	Racetrack/OTB Site	2004
Hard Rock Hotel & Casino Biloxi (“Hard Rock Biloxi”)(2)	Biloxi, Mississippi	Casino and Resort	2014
Bally’s Tiverton Casino & Hotel (“Bally’s Tiverton”)(2)	Tiverton, Rhode Island	Casino and Hotel	2018
Bally’s Dover Casino Resort (“Bally’s Dover”)(2)	Dover, Delaware	Casino, Resort and Raceway	2019
Bally’s Black Hawk(1)(2)	Black Hawk, Colorado	Three Casinos	2020
Bally’s Kansas City Casino (“Bally’s Kansas City”)(2)	Kansas City, Missouri	Casino	2020
Bally’s Vicksburg Casino (“Bally’s Vicksburg”)	Vicksburg, Mississippi	Casino and Hotel	2020
Bally’s Atlantic City Casino Resort (“Bally’s Atlantic City”)	Atlantic City, New Jersey	Casino and Resort	2020
Bally’s Shreveport Casino & Hotel (“Bally’s Shreveport”)(2)	Shreveport, Louisiana	Casino and Hotel	2020
Bally’s Lake Tahoe Casino Resort (“Bally’s Lake Tahoe”)	Lake Tahoe, Nevada	Casino and Resort	2021
Bally’s Evansville Casino & Hotel (“Bally’s Evansville”)(2)	Evansville, Indiana	Casino and Hotel	2021
Bally’s Quad Cities Casino & Hotel (“Bally’s Quad Cities”)(2)	Rock Island, Illinois	Casino and Hotel	2021
Bally’s Chicago Casino (“Bally’s Chicago”)(3)	Chicago, Illinois	Casino	2023
Bally’s Golf Links at Ferry Point (“Bally’s Golf Links”)	Bronx, New York	Golf Course	2023
The Queen Baton Rouge(2)	Baton Rouge, Louisiana	Casino	2025
Bally’s Baton Rouge Casino and Hotel (“Bally's Baton Rouge”)(2)	Baton Rouge, Louisiana	Casino and Hotel	2025
Casino Queen Marquette(2)	Marquette, Iowa	Casino	2025
DraftKings at Casino Queen(2)	East St. Louis, Illinois	Casino and Hotel	2025

__________________________________

(1)Includes Bally’s Black Hawk North Casino, Bally’s Black Hawk West Casino and Bally’s Black Hawk East Casino.

(2)Properties leased from Gaming and Leisure Properties, Inc. (“GLPI”). Refer to Note 15 “Leases” for further information.

(3)Temporary casino facility as permanent casino resort is constructed. Site of future permanent casino resort is leased from GLPI.

The Company’s Bally's Intralot B2B reportable segment includes Intralot’s global business-to-business (“B2B”) operations and

licensing revenue generating operations. Intralot was acquired by the Company in the fourth quarter of 2025. Refer to

“Acquisition of Intralot” subsection below for further information.

The Company’s Bally's Intralot B2C reportable segment includes the Company’s business-to-consumer (“B2C”) gaming

operations in international jurisdictions and one casino property, Bally's Newcastle, in the UK.

The North America Interactive reportable segment includes a portfolio of sports betting and iGaming offerings in the United

States and Canada.

Agreement and Plan of Merger

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”). On February 7, 2025, as a result of the transactions,

Parent and its affiliates beneficially owned 73.8% of the issued and outstanding Company common stock.

16

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the Merger Agreement, (i) SG Gaming contributed to the Company all shares of common stock of Queen that it

owned (the “Queen Share Contribution”) in exchange for 26,909,895 shares of common stock of the Company (“Company

Common Stock”) based on a 2.4536890595 share exchange ratio, (ii) the Company issued approximately 3,542,201 shares of

Company Common Stock to the other stockholders of Queen, (iii) immediately thereafter, Merger Sub I merged into the

Company (the “Company Merger”), with the Company surviving the Company Merger and (iv) immediately thereafter, Merger

Sub II merged into Queen (the “Queen Merger,” and together with the Company Merger, the “Merger”), with Queen surviving

the Queen Merger as a direct, wholly owned subsidiary of the Company.

At the effective time of the Merger, each share of the Company’s Common Stock issued and outstanding (other than shares of

common stock owned by (i) the Company or any of its wholly owned subsidiaries, (ii) Parent or any of Parent’s affiliates, (iii)

by holders exercising statutory appraisal rights; (iv) by SG Gaming following the Queen Share Contribution; or (v) by holders

who have elected to have such shares remain issued and outstanding following the Company Merger (a “Rolling Share

Election”)) were converted into the right to receive cash consideration equal to $18.25 per share of common stock (the “Per

Share Price”). Each holder of shares of Company Common Stock (other than the Company or its subsidiaries) had the option to

make a Rolling Share Election.

Concurrently with the Merger Agreement, the Company and Parent entered into support agreements with Standard RI Ltd.

(“SRL”) (the “SG Support Agreement”), SBG Gaming, LLC, a designated subsidiary of Sinclair (“SBG”) (the “SBG Support

Agreement”), and Noel Hayden (the “Hayden Support Agreement”), collectively known as the “Support Agreements”. The

Support Agreements obligated the parties to vote their respective shares in favor of the Merger Agreement and related

transactions, and to make a Rolling Share Election for their shares, including those acquired through options or warrants.

Additionally, under the SBG Support Agreement, SBG agreed to waive its right to the options it previously acquired under a

Framework Agreement originally entered into in 2020 (the “Framework Agreement”), upon completion of the Merger, and in

exchange, the Company issued SBG warrants to purchase 384,536 shares of the Company’s common stock under substantially

similar terms to the Penny Warrants issued to SBG under the Framework Agreement. In connection with the Merger, as of

February 7, 2025, all outstanding Performance Warrants became immediately exercisable at a price of $0.01 per share.

Acquisition of Intralot

In 2025, following the Queen Merger, the Company held an investment in Bally’s Intralot S.A. (“Intralot”), which was

accounted for as an equity method investment under the fair value option. The total initial investment represented

approximately 26.86% of Intralot’s outstanding shares. As part of this investment structure, the Company held a €25.0 million

delayed draw term loan receivable from a third‑party investment holding company, the repayment of which was contractually

tied to the delivery of Intralot shares. During the three months ended June 30, 2025 (Successor), the Company settled this

outstanding delayed draw term loan by receiving 34.3 million shares of Intralot in full satisfaction of the loan, consistent with

the fair value model that estimated repayment based on the value of Intralot shares. In addition, on June 30, 2025, the Company

purchased 4.8 million additional Intralot shares for €1.06 per share. These transactions collectively triggered a mandatory tender

offer for the remaining outstanding shares of Intralot. During the three months ended September 30, 2025 (Successor), the

mandatory tender offer was completed, and the Company’s acquired an additional 6.1 million shares of Intralot, increasing its

ownership to 34.35% of Intralot’s outstanding shares prior to the transaction described below.

On October 8, 2025 (the “Intralot Closing Date”), the Company completed the previously announced acquisition under the

transaction agreement (the “Transaction Agreement”) of Intralot, pursuant to which Intralot agreed to acquire Bally’s

International Interactive through a combined cash-and-equity transaction. Pursuant to the Transaction Agreement, (i) Intralot

paid the Company $1.8 billion in cash and issued approximately 873.7 million new shares in exchange for all of the issued and

outstanding capital stock of Bally’s Holdings Limited which held Bally’s International Interactive, (ii) the Company’s

ownership of Intralot increased to a controlling 57.9% interest through the issuance of equity to the Company’s consolidated

subsidiary Premier Entertainment Sub, LLC via PE Sub Holdings LLC, an indirect wholly owned subsidiary of the Company,

making the Company the majority shareholder of Intralot (the “Intralot Transaction”).

As a result of obtaining a controlling financial interest in Intralot, the Company retained control of Bally’s International

Interactive, via Bally’s Holdings Limited, throughout the transaction. On the Intralot Closing Date, legal ownership of Bally’s

Holdings Limited transferred from Premier Entertainment Sub to Intralot; however, Bally’s Corporation simultaneously

obtained control of Intralot. Accordingly, Bally’s maintained control of Bally’s International Interactive, and as a result, the

transfer of Bally’s International Interactive was accounted for as an equity transaction with the initial recognition of a 42.1%

non-controlling interest, and no gain or loss was recognized in earnings.

17

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally

accepted in the United States of America (“US GAAP”) and include the accounts of the Company, its majority-owned

subsidiaries and entities the Company identifies as variable interest entities (“VIEs”), of which the Company is determined to

be the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation. Any prior year

amounts have been reclassified to conform to the current year’s presentation. The financial statements of our foreign

subsidiaries are translated into US Dollars (“USD”) using exchange rates in effect at period-end for assets and liabilities and

average exchange rates during each reporting period for results of operations. Adjustments resulting from financial statement

translations are reflected as a separate component of accumulated other comprehensive income (loss). Foreign currency

transaction gains and losses are included in net income (loss).

As described in Note 1, “General Information”, the Company completed the Merger with Queen on February 7, 2025 (the

“Closing”), with Queen surviving the Merger as a wholly-owned subsidiary of the Company. The Parent and its affiliates

maintained a controlling financial interest, as defined by ASC 810, Consolidation, in Queen before and after the Merger, and in

the Company upon consummation of the Merger. The Merger with Queen was accounted for as a transaction between entities

under common control because the Parent and its affiliates contributed a wholly owned subsidiary into the Company, which

became a controlled subsidiary of the Parent and its affiliates upon consummation of the merger. The Company has elected to

push down its Parent’s basis in its net assets into its consolidated financial statements, and as a result, unless the context

otherwise requires, the “Company,” for periods prior to the Closing refers to Bally’s (“Predecessor”), and for the periods after

the Closing refers to the combined Company of Bally’s and Queen (“Successor” or the “Company”). As a result of the Merger,

the results of operations, financial position and cash flows of the Predecessor and the Successor are not directly comparable. As

Bally’s was deemed to be the predecessor entity, the historical financial statements of Bally’s became the historical financial

statements of the combined Company, upon the consummation of the Merger. As a result, the financial statements included in

this report reflect (i) the historical operating results of Bally’s prior to the Merger and (ii) the combined results of the Company

following the Closing. The accompanying consolidated financial statements include a Predecessor period, which includes the

period through February 7, 2025 concurrent with the Merger, and a Successor period from February 8, 2025 through

December 31, 2025. A black line between the Successor and Predecessor periods has been placed in the consolidated financial

statements and in the tables to the notes to the consolidated financial statements to highlight the lack of comparability between

these two periods.

Certain adjustments have been made to Queen’s historical carrying values to conform accounting policies with the Company,

with any such adjustments being recorded to equity. The preliminary purchase price of Queen is estimated based on the fair

value of all existing and outstanding shares of Queen that were exchanged for shares of Company common stock, with the net

effect of the transaction being charged to equity.

The preliminary purchase price of Queen and adjustment to equity resulting from the merger consists of the following:

(in thousands, except share and per share data)	Amount
Queen common stock outstanding on February 7, 2025	10,967,117
Per share ratio	2.45
Equivalent Bally’s common stock to be issued	26,909,895
Bally’s common stock issued to settle Queen’s outstanding warrant and restricted stock awards	3,542,201
Total Bally’s shares issued for Queen shares outstanding	30,452,096
Share price per Merger Agreement	$18.25
Total purchase price	$555,751
Less: Queen net assets assumed	217,027
Equity adjustment associated with the Queen merger	$338,724

For the period from February 8, 2025 to December 31, 2025 (Successor), revenue and net income from Queen was $216.0

million and $30.8 million, respectively.

18

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Star Entertainment Group Investment

On April 7, 2025 (Successor), the Company entered into a Binding Term Sheet with The Star Entertainment Group Limited

(“The Star”), an ASX-listed company, to invest up to A$300.0 million in a multi-tranche issuance of convertible notes and

subordinated debt (the “Investment”). On April 8, 2025 (Successor), The Star announced a commitment from its largest

shareholder, Investment Holdings Pty, to subscribe for A$100.0 million of the Investment, reducing the Company’s

commitment to A$200.0 million. On April 9, 2025 (Successor), the Company funded A$66.7 million, consisting of Tranche 1A

convertible notes of A$22.2 million (“the Convertible Notes”) and subordinated debt with a principal amount of A$44.4

million. Additionally, on May 23, 2025 (Successor), the Company and The Star entered into a Subscription Agreement and a

Subordination Deed Poll in favor of certain The Star’s senior lenders.

Following shareholder approval, the Company funded an additional principal amount of A$66.7 million in subordinated debt on

June 27, 2025 (Successor) and the remainder of the Company’s A$66.7 million commitment (the “Forward Obligation”) in

subordinated debt (together with the A$44.4 million and A$66.7 million, the “Subordinated Notes”) on October 9, 2025

(Successor). Both the Convertible Notes and Subordinated Notes matured on July 2, 2029, and bore interest at an annual rate of

9%, paid in-kind and compounded quarterly.

These investments were accounted for as debt securities under ASC 320, Investments - Debt Securities, for which the Company

had elected the fair value option allowed by ASC 825, Financial Instruments. Under the fair value option, the investment is

remeasured at fair value at each reporting period, with changes in fair value included within Other non-operating income

(expense), net. During the period from February 8, 2025 to December 31, 2025 (Successor), the Company recognized $3.9

million of interest income from the Star Investment, which it has elected to present as part of the total change in fair value. The

Company measures fair value using a binomial lattice model as well as a discounted cash flow model, classified within Level 3

of the hierarchy. Inputs to the valuation approach include the stock price and credit rating of The Star, volatility of 45%,

recovery rate of 10%, risk free rate of 3.6%, and the Company’s estimate of the probability of default.

During the fourth quarter of 2025, following all required regulatory approvals and pursuant to the terms of the Subscription

Agreement, The Star issued Tranche 2 convertible notes. Using the principal value of the Subordinated Notes as payment, the

Company effectively swapped the Subordinated Notes for Tranche 2 convertible notes. On November 28, 2025 (Successor), the

Company converted the principal amount of the outstanding convertible notes into 2.5 billion ordinary shares of The Star at a

conversion price of A$0.08 per share, giving the Company a 37.7% equity interest in The Star. The Company accounts for its

equity interest in The Star as an equity method investment under the fair value option.

Equity Method Investments

In 2025, following the Queen Merger, the Company had an investment in Intralot. The total initial investment represented

approximately 26.86% of the outstanding shares of Intralot. During the fourth quarter of 2025, the Company acquired a

controlling financial interest in Intralot as described in Note 1, “General Information” and will account for the Intralot

Transaction as a business combination (refer to Note 7 “Business Combinations” for further information). Prior to the Intralot

Transaction, the Company accounted for its shares as an equity method investment under the fair value option.

The Company also has other investments in unconsolidated subsidiaries, which are accounted for using equity method

accounting. The Company records its share of net income or loss and changes in fair value for equity method investments

accounted for under the fair value option within “Other non-operating income (expense), net” in the consolidated statements of

operations. Refer to Note 4 “Consolidated Financial Information” for further information.

Variable Interest Entities

The Company evaluates entities for which control is achieved through means other than voting rights to determine if it is the

primary beneficiary of a VIE. An entity is a VIE if it has any of the following characteristics (i) has insufficient equity to permit

the entity to finance its activities without additional subordinated financial support (ii) equity holders, as a group, lack the

characteristics of a controlling financial interest or (iii) the entity is structured with non-substantive voting rights. The primary

beneficiary of the VIE is generally the entity that has (a) the power to direct the activities of the VIE that most significantly

impact the VIE’s economic performance and (b) the obligation to absorb losses or the right to receive benefits that could

potentially be significant to the VIE. The Company consolidates its investment in a VIE when it determines that it is its primary

beneficiary.

In determining whether it is the primary beneficiary of the VIE, the Company considers qualitative and quantitative factors,

including, but not limited to which activities most significantly impact the VIE’s economic performance and which party

controls such activities and significance of the Company’s investment and other means of participation in the VIE’s expected

profits/losses. Significant judgments related to these determinations include estimates about the current and future fair values

and performance of assets held by these VIEs and general market conditions.

19

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company may change its original assessment of a VIE upon subsequent events such as the modification of contractual

arrangements that affect the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a

portion of an interest held by the primary beneficiary. The Company performs this analysis on an ongoing basis.

Related Parties

The Company evaluates related parties pursuant to ASC 850, Related Party Disclosures (“ASC 850”). Related parties include

VIE entities, shareholders of significant subsidiaries, key management personnel of the Company, and equity method

investments held by the Company. Refer to Note 3 “Related Party Transactions” for further information.

Non-controlling interest

As described in Note 1, “General Information,” on October 8, 2025 the Company acquired a controlling financial interest in

Intralot. In connection with the transaction, Bally’s International Interactive, a wholly owned subsidiary, was contributed to

Intralot. As a result, the Company consolidates Intralot and its subsidiaries, including Bally’s International Interactive, and the

equity interests in Intralot held by third parties are reflected as a noncontrolling interest in the Company’s Consolidated

Statements of Stockholders’ Equity. The non-controlling interest recognized at the Intralot Closing Date represents (i) the fair

value of the equity interests in Intralot held by third parties, which is based on Intralot’s closing share price as of that date and

(ii) the carrying value of the noncontrolling interests attributable to Bally’s International Interactive. As of December 31, 2025

(Successor), third parties held approximately 41.2% of the outstanding equity interests in Intralot. Net loss attributable to non-

controlling interest was $9.2 million for the period from February 8, 2025 to December 31, 2025 (Successor).

During the first quarter of 2025, Bally’s Chicago, Inc., a consolidated subsidiary of the Company, successfully completed a

private placement, whereby shares of Class A-1, A-2, A-3 and A-4 were issued to third parties for total consideration of $12.4

million, net of $0.8 million of issuance costs. Additionally, on August 14, 2025 (Successor), Bally’s Chicago, Inc. completed its

public offering and concurrent private placement, whereby additional shares of Class A-1, A-2, A-3 and A-4 were issued for

total consideration of $5.8 million, net of $0.3 million of issuance costs. As of December 31, 2025 (Successor), the Company’s

non-controlling interest in Bally’s Chicago, Inc. is 10.5%. Net loss attributable to non-controlling interest was $6.3 million for

the period from February 8, 2025 to December 31, 2025 period from February 8, 2025 to December 31, 2025 (Successor).

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with US GAAP requires management to make estimates and judgments

that affect the reported amounts of assets and liabilities and revenues and expenses and related disclosures of contingent assets

and liabilities. On an ongoing basis, the Company evaluates its estimates and judgments including those related to contingent

value rights, the allowance for credit losses, valuation of goodwill and intangible assets, recoverability and useful lives of

tangible and intangible long-lived assets, accruals for potential liabilities related to any lawsuits or claims brought against the

Company, fair value of financial instruments, capitalized software development costs, stock compensation and valuation

allowances for deferred tax assets. The Company bases its estimates and judgments on historical experience and other relevant

factors impacting the carrying value of assets and liabilities. Actual results may differ from these estimates.

Cash and Cash Equivalents and Restricted Cash

Cash and cash equivalents includes cash balances and highly liquid investments with an original maturity of three months or

less. Restricted cash includes player deposits, payment service provider deposits, cash collateral in connection with amounts

previously due to the Chicago Tribune, and VLT and table games related cash payable to certain states where we operate, which

are unavailable for the Company’s use.

Concentrations of Credit Risk

The Company’s financial instruments which potentially expose the Company to concentrations of credit risk consisted of cash

and cash equivalents and trade receivables. The Company maintains cash with financial institutions in excess of federally

insured limits, however, management believes the credit risk is mitigated by the quality of the institutions holding such

deposits.

20

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accounts Receivable, Net

Accounts receivable, net consists of the following:

	Successor	Predecessor
(in thousands)	December 31,<br><br>2025	December 31,<br><br>2024
Amounts due from GLPI(1)	$63,172	$—
Non-gaming receivables	93,698	27,803
Gaming receivables	24,392	20,700
Accounts due from Rhode Island and Delaware(2)	14,101	14,135
Accounts receivable	195,363	62,638
Less: Allowance for credit losses	(1,412)	(7,152)
Accounts receivable, net	$193,951	$55,486

__________________________________

(1)Represents amounts due from GLPI related to the development of the Company’s future permanent casino resort in Chicago. Refer to Note 15 “Leases”

for further information.

(2)Represents the Company’s share of VLT and table games revenue for Bally’s Twin River and Bally’s Tiverton due from the State of Rhode Island and for

Bally’s Dover from the State of Delaware.

An allowance for credit losses is determined to reduce the Company’s receivables for amounts that may not be collected. The

allowance is estimated based on historical collection experience, current economic and business conditions and forecasts that

affect the collectability and review of individual customer accounts and any other known information. Activity for the

allowance for credit losses is as follows (in thousands):

Allowance for credit losses as of December 31, 2023 (Predecessor)	$6,048
Charged to expense	1,990
Deductions	(886)
Allowance for credit losses as of December 31, 2024 (Predecessor)	7,152
Charged to expense	96
Deductions	(129)
Allowance for credit losses as of February 7, 2025 (Predecessor)	$7,119
Allowance for credit losses as of February 8, 2025 (Successor)	$—
Charged to expense	3,655
Deductions	(2,243)
Allowance for credit losses as of December 31, 2025 (Successor)	$1,412

Inventory

Inventory is stated at the lower of cost or net realizable value on either a first-in, first-out or weighted average cost basis and

consists primarily of food, beverage, promotional items, other supplies and technology hardware and terminals used in the

Company’s consumer lottery business.

21

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation and impairment losses, if applicable. Expenditures

for renewals and betterments that extend the life or value of an asset are capitalized and expenditures for repairs and

maintenance are charged to expense as incurred. The costs and related accumulated depreciation applicable to assets sold or

disposed of are removed from the balance sheet accounts and the resulting gains or losses are reflected in the consolidated

statements of operations. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets or

the related lease term, if any, as follows:

	Years
Land improvements	10-20
Building and improvements	2-50
Equipment	2-10
Furniture and fixtures	2-10

Development costs directly associated with the acquisition, development and construction of a project are capitalized as a cost

of the project during the periods in which activities necessary to prepare the property for its intended use are in progress.

Interest costs associated with major construction projects are capitalized as part of the cost of the constructed assets. When no

debt is incurred specifically for a project, interest is capitalized on amounts expended for the project using the weighted average

cost of borrowing. Capitalization of interest ceases when the project (or discernible portions of the project) is substantially

complete. If substantially all of the construction activities of a project are suspended, capitalization of interest will cease until

such activities are resumed. The Company recorded capitalized interest of $4.8 million, $0.8 million, and $8.0 million during

the period from February 8, 2025 to December 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025

(Predecessor), and the year ended December 31, 2024 (Predecessor), respectively. Refer to Note 15 “Leases” for further

information on capitalized interest in connection with the Company’s Bally’s Chicago permanent casino development.

Leases

The Company determines if a contract is or contains a lease at the contract inception date or the date on which a modification of

an existing contract occurs. A contract is or contains a lease if the contract conveys the right to control the use of an identified

asset for a period in exchange for consideration. Control over the use of the identified asset means the lessee has both (i) the

right to obtain substantially all of the economic benefits from the use of the identified asset throughout the period of use and (ii)

the right to direct the use of the identified asset.

Upon adoption of ASC 842, Leases, (“ASC 842”) the Company elected to account for lease and non-lease components as a

single component for all classes of underlying assets. Additionally, the Company elected to not recognize short-term leases

(defined as leases that are less than 12 months and do not contain purchase options) within the consolidated balance sheets.

The Company recognizes a lease liability for the present value of lease payments at the lease commencement date using its

incremental borrowing rate commensurate with the lease term based on information available at the commencement date unless

the rate implicit in the lease is readily determinable.

Certain of the Company’s leases include renewal options and escalation clauses; renewal options are included in the calculation

of the lease liabilities and right of use assets when the Company determines it is reasonably certain to exercise the options.

Variable expenses generally represent the Company’s share of the landlord’s operating expenses and consumer price index

(“CPI”) increases. Rent expense associated with the Company’s long and short term leases and their associated variable

expenses are reported in total operating costs and expenses within the consolidated statements of operations.

Goodwill

Goodwill consists of the excess of acquisition costs over the fair value of net assets acquired in business combinations.

Goodwill is not amortized, but is reviewed for impairment annually as of October 1st, or when events or changes in the

business environment indicate that the carrying value of the reporting unit may exceed its fair value, by comparing the fair

value of each reporting unit to its carrying value, including goodwill.

When assessing goodwill for impairment, first, qualitative factors are assessed to determine whether it is more likely than not

that the fair value of a reporting unit is less than its carrying value. Items that are considered in the qualitative assessment

include, but are not limited to, the following: macroeconomic conditions, industry and market conditions and overall financial

performance. If the results of the qualitative assessment indicate it is more likely than not that a reporting unit’s carrying value

exceeds its fair value, or if the Company elects to bypass the qualitative assessment, a quantitative goodwill test is performed.

22

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Intangible Assets

The Company’s intangible assets primarily consist of customer relationships, developed technology, internally developed

software, gaming licenses, backlog and trade names.

For its finite-lived intangible assets, the Company establishes a useful life upon initial recognition based on the period over

which the asset is expected to contribute to the future cash flows of the Company and periodically evaluates the remaining

useful lives to determine whether events and circumstances warrant a revision to the remaining amortization period. Finite-lived

intangible assets are amortized over their remaining useful lives in a pattern in which the economic benefits of the intangible

asset are consumed, which is generally on a straight-line basis. The Company reviews the carrying amount of its finite-lived

intangible assets for possible impairment whenever events or changes in circumstances indicate that their carrying amount may

not be recoverable. Should events and circumstances indicate finite-lived intangible assets may not be recoverable, the

Company performs a test for recoverability whereby estimated undiscounted cash flows are compared to the carrying values of

the assets. Should the estimated undiscounted cash flows exceed the carrying value, no impairments are recorded. If the

undiscounted cash flows do not exceed the carrying values, an impairment is recorded based on the fair value of the asset.

Customer Relationships - The Company considers customer relationships to be finite-lived intangible assets, which are

amortized over their estimated useful lives, and are recognized as the result of a business combination.

Developed Technology - Developed technology relates to the design and development of sports betting and casino gaming

software and online gaming products acquired through business combinations. Developed technology is considered to be a

finite-lived intangible asset, which are amortized over their estimated useful lives.

Internally Developed Software - Software that is developed for internal use is accounted for pursuant to ASC 350-40,

Intangibles, Goodwill and Other - Internal-Use Software. Qualifying costs incurred to develop internal-use software are

capitalized when (i) the preliminary project stage is completed, (ii) management has authorized further funding for the

completion of the project and (iii) it is probable that the project will be completed and perform as intended. These capitalized

costs include compensation for employees who develop internal-use software and external costs related to development of

internal use software. Capitalization of these costs ceases once the project is substantially complete and the software is ready for

its intended purpose. Once placed into service, internally developed software is amortized on a straight-line basis over its

estimated useful life, which is generally five years. All other expenditures, including those incurred in order to maintain an

intangible asset’s current level of performance, are expensed as incurred.

Gaming Licenses - Gaming licenses obtained through business combinations are generally recorded at their fair values through

purchase accounting using the Greenfield Method under the income approach. Gaming licenses accounted for as asset

acquisitions are valued at cost. The Company considers its gaming licenses to be finite lived intangibles assets, amortized over

the individual license’s estimated useful life, which is determined by various factors such as the regulatory life of the license,

costs to renew, and whether the real property assets used to operate the license are subject to a long term lease.

Trade Names - Certain trade names are classified as finite-lived based on expectations of future use and are amortized over their

estimated useful lives. The Company also has certain trade names, which are considered to be indefinite lived based on future

expectations of continuing to brand its corporate name and certain properties and online gaming operations under the Bally’s

trade name indefinitely. Intangible assets not subject to amortization are reviewed for impairment annually as of October 1 and

between annual test dates whenever events or changes in circumstances may indicate that the carrying amount of the related

asset may exceed its fair value.

Backlog - Represents the estimated fair value of contracted customer orders and committed future sales that existed but were

not yet fulfilled as of the acquisition date. The valuation includes only revenues that are contractually agreed to and specifically

identifiable at the acquisition date and excludes assumptions about renewals, future sales beyond the contracted period, or

expected synergies.

Refer to Note 10 “Goodwill and Intangible Assets” for further information.

23

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Long-lived Assets

The Company reviews its long-lived assets, other than goodwill and intangible assets not subject to amortization, for indicators

of impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may

not be recoverable. If an asset is still under development, the analysis includes the remaining construction costs. If the carrying

value of the asset exceeds the expected undiscounted future cash flows generated by the asset, the asset is written down to its

estimated fair value and an impairment loss is recognized.

Interest Expense, Net

Interest expense, net is comprised of interest costs for the Company’s debt, amortization of debt issuance costs, debt discounts

and fair value adjustments, interest costs associated with the Company’s deferred payable arrangements, net of interest income

earned on the note receivable (refer to Note 3 “Related Party Transactions”), amounts capitalized for construction projects,

realized changes in fair value relating to interest rate derivative contracts designated as cash flow hedges, and lease payments

associated with the Company’s financing obligation during the year ended December 31, 2023 (Predecessor).

Deferred Payables

In order to execute its strategy of improving working capital efficiency, the Company will, from time to time, participate in

trade finance or deferred payable initiatives, including programs that may extend trade terms with certain suppliers or vendors.

In certain cases, where the Company is not able to extend payment terms directly with suppliers or vendors, the Company will

consider deferred payable solutions that simulate such trade term extensions. These solutions generally involve entering into

exchange agreements with intermediary institutions who will make payment to the supplier or vendor within the original terms

on behalf of the Company, in exchange for a new bill with terms that conforms to the Company’s payment policy of net 90

days. The Company will then pay the new bill to the intermediary institutions, inclusive of any embedded premium, which the

Company records as “Interest expense, net,” within three months or less.

During the period from February 8, 2025 to December 31, 2025 (Successor), the period from January 1, 2025 to February 7,

2025 (Predecessor) and the year ended 2024 (Predecessor), the Company borrowed $272.1 million, $79.6 million and $239.1

million, respectively, under these deferred payable arrangements and repaid $313.6 million, $68.5 million and $165.4 million,

respectively. For the period from February 8, 2025 to December 31, 2025 (Successor), the period from January 1, 2025 to

February 7, 2025 (Predecessor) and the years ended 2024 (Predecessor), the Company incurred $8.7 million, 0.5 million, and

$6.4 million of interest expense, respectively, under these arrangements. Amounts outstanding under these deferred payable

arrangements were $47.0 million and 72.8 million as of December 31, 2025 (Successor) and December 31, 2024 (Predecessor),

respectively, and are included in “Accrued and other current liabilities” on the consolidated balance sheets. All outstanding

deferred payable arrangements as of December 31, 2025 (Successor) were held by Bally’s International Interactive.

Debt Issuance Costs, Debt Discounts and Fair Value Adjustments

Debt issuance costs and debt discounts incurred by the Company in connection with obtaining and amending financing, and fair

value adjustments in connection with business combinations have been included as a component of the carrying amount of debt

in the consolidated balance sheets. Debt issuance costs and debt discounts are amortized over the contractual term of the debt to

interest expense. Debt issuance costs of the revolving credit facility are amortized on a straight-line basis, while all other debt

issuance costs, debt discounts and fair value adjustments are amortized using the effective interest method. Amortization of debt

issuance costs, debt discounts and fair value adjustments included in “Interest expense” in the consolidated statements of

operations was $77.3 million, $1.0 million, and $11.7 million for the period from February 8, 2025 to December 31, 2025

(Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor), and the year ended December 31, 2024

(Predecessor), respectively.

Self-Insurance Reserves

The Company is self-insured for employee medical insurance coverage, general liability and workers’ compensation up to

certain stop-loss amounts. Self-insurance liabilities are estimated based on the Company’s claims experience using actuarial

methods to estimate the future cost of claims and related expenses that have been reported but not settled and that have been

incurred but not yet reported. The self-insurance liabilities are included in “Accrued and other current liabilities” in the

consolidated balance sheets and were $32.8 million and $23.9 million as of December 31, 2025 (Successor) and 2024

(Predecessor), respectively.

24

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Defined Contribution Plans

The Company operates defined contribution plans covering its non-union employees and certain union employees. The plans

allow for employee salary deferrals, which are matched at the Company’s discretion. Total employer contribution expense

attributable to defined contribution plans was $5.1 million, $1.0 million, and $10.3 million for the period from February 8, 2025

to December 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor), and the year ended

December 31, 2024 (Predecessor), respectively.

Share-Based Compensation

The Company accounts for its share-based compensation in accordance with ASC 718, Compensation - Stock Compensation

(“ASC 718”). The Company has one share-based employee compensation plan, which is described more fully in Note 16

“Equity Plans.” Share-based compensation consists of stock options, time-based restricted stock units (“RSUs”), restricted

stock awards (“RSAs”) and performance-based restricted stock units (“PSUs”). The grant date closing price per share of the

Company’s stock is used to estimate the fair value of RSUs and RSAs. Stock options are granted at exercise prices equal to the

fair market value of the Company’s stock at the dates of grant. The Company recognizes share-based compensation expense on

a straight-line basis over the requisite service period of the individual grants. PSUs vest, when and if earned, in accordance with

the terms of the related PSU award agreements. The Company recognizes share-based compensation expense based on the

target number of shares of common stock that may be earned pursuant to the award and the Company’s stock price on the date

of grant and subsequently adjusts expense based on actual and forecasted performance compared to planned targets. Forfeitures

are recognized as reductions to share-based compensation when they occur.

Strategic Partnership - Sinclair Broadcast Group

In 2020, the Company and Sinclair Broadcast Group, Inc. (“Sinclair”) entered into the Framework Agreement, providing for a

long-term strategic relationship between Sinclair and the Company. Under the Framework Agreement, the Company issued to

Sinclair warrants to purchase up to 4,915,726 shares of the Company at an exercise price of $0.01 per share (“the Penny

Warrants”), a warrant to purchase up to 3,279,337 shares of the Company at an exercise price of $0.01 per share, subject to the

achievement of various performance metrics (the “Performance Warrants”), and an option to purchase up to 1,639,669

additional shares, in four tranches with purchase prices ranging from $30.00 to $45.00 per share, exercisable over a seven-year

period beginning in November 2024 (the “Options”). Additionally, the Company is required to share 60% of the tax benefits it

realizes from the Penny Warrants, Options, Performance Warrants and other related payments. Changes in the estimate of the

tax benefit to be realized and tax rates in effect at the time, among other changes, were treated as an adjustment to the intangible

asset.

In connection with the Queen merger, as of February 7, 2025, all outstanding Performance Warrants became immediately

exercisable at a price of $0.01 per share and the Options were returned to the Company in exchange for 384,536 penny

warrants. The Performance Warrants were reclassified from liability to equity as of February 7, 2025. Refer to Note 12 “Fair

Value Measurements” for more information.

Bally’s Chicago Service Agreements

The Company is party to various agreements relating to the operations of certain services at the Company’s Bally’s Chicago

Casino facilities, including a long-term management agreement with a provider to operate and manage certain hospitality

services at its permanent casino and resort upon opening. The Company expects to receive $50.0 million towards the

construction and build out of certain casino facilities related to such services, payable in installments over 2 years, subject to

certain conditions precedent (the “Bally’s Chicago Construction Investments”). Under the aforementioned hospitality services

agreement, the Company received $4.4 million of Bally’s Chicago Construction Investments in the third quarter of 2025. The

Bally’s Chicago Construction Investments are recorded in “Other long-term liabilities” and will be amortized as a reduction of

Non-gaming operating costs and expenses over the contract term upon commencement of operations at the permanent casino

and resort. Upon commencement of the management services, the Company will pay a management fee and a share of net

receipts to the providers, as applicable, which will be recognized as Non-gaming operating costs and expenses as incurred.

Revenue

The Company accounts for revenue earned from contracts with customers under ASC 606, Revenue from Contracts with

Customers (“ASC 606”). The Company generates revenue from six principal sources: gaming (which includes retail gaming,

online gaming, consumer lottery, sports betting and racing), hotel, food and beverage, licensing, technology services and retail,

entertainment and other. Refer to Note 6 “Revenue Recognition” for further information.

25

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Gaming Expenses

Gaming expenses include, among other things, payroll costs and expenses associated with the operation of VLTs, slots and

table games, including gaming taxes payable to jurisdictions in which the Company operates outside of Rhode Island and

Delaware, and certain marketing costs directly associated with the Company’s iGaming products and services. Gaming

expenses also include racing expenses comprised of payroll costs, off track betting (“OTB”) commissions and other expenses

associated with the operation of live racing and simulcasting.

Advertising Expenses

The Company expenses advertising costs as incurred. Advertising expenses, including production and agency fees of

campaigns, for the period from February 8, 2025 to December 31, 2025 (Successor), the period from January 1, 2025 to

February 7, 2025 (Predecessor) and the year ended December 31, 2024 (Predecessor), was $12.9 million, $0.9 million, and

$12.2 million, respectively. The above advertising expenses are included in “General and administrative” on the consolidated

statements of operations. Additionally, the Company incurred certain advertising and marketing costs directly associated with

the Company’s iGaming products and services of $121.1 million, $12.6 million, and $170.1 million during the period from

February 8, 2025 to December 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the

year ended December 31, 2024 (Predecessor), respectively. These costs are included within Gaming expenses in the

consolidated statements of operations.

Income Taxes

The Company prepares its income tax provision in accordance with ASC 740, Income Taxes. Under the asset and liability

method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the

financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax

credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable

income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax

assets and liabilities of a change in tax rates is recognized in income in the period that the rate change is enacted. A valuation

allowance is required when it is “more likely than not” that all or a portion of the deferred taxes will not be realized. The

consolidated financial statements reflect expected future tax consequences of uncertain tax positions presuming the taxing

authorities’ full knowledge of the position and all relevant facts.

Loss Per Share

Basic loss per common share is calculated in accordance with ASC 260, Earnings Per Share, which requires entities that have

issued securities other than common stock that participate in dividends with common stock (“participating securities”) to apply

the two-class method to compute basic loss per common share. The two-class method is an earnings allocation method under

which basic loss per common share is calculated for each class of common stock and participating security as if all such

earnings had been distributed during the period. To calculate basic loss per share, the earnings allocated to common shares is

divided by the weighted average number of common shares outstanding, contingently issuable warrants and RSUs, RSAs and

PSUs for which no future service is required as a condition to the delivery of the underlying common stock (collectively, basic

shares).

Foreign Currency

The Company’s functional currency is the US Dollar (“USD”). Foreign subsidiaries with a functional currency other than USD

translate assets and liabilities at current exchange rates at the end of the reporting periods, while income and expense accounts

are translated at average exchange rates for the respective periods. Translation adjustments resulting from this process are

recorded to other comprehensive income (loss). Gains or losses from foreign currency remeasurements that arise from exchange

rate fluctuations on transactions denominated in a currency other than the functional currency are included in “Other non-

operating income (expense), net” on the consolidated statements of operations.

Comprehensive Income (Loss)

Comprehensive income (loss) includes changes in equity that result from transactions and economic events from non-owner

sources. Comprehensive income (loss) consists of net income (loss), changes in defined benefit pension plan, net of tax, foreign

currency translation adjustments, net of tax and unrealized gains (losses) relating to cash flow and net investment hedges, net of

tax.

26

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Treasury Stock

The Company records the repurchase of shares of common stock at cost based on the settlement date of the transaction. These

shares are classified as treasury stock, which is a reduction to stockholders’ equity. Treasury stock is included in authorized and

issued shares but excluded from outstanding shares.

Business Combinations

The Company accounts for its acquisitions in accordance with ASC 805, Business Combinations (“ASC 805”). The Company

initially allocates the purchase price of an acquisition to the assets acquired and liabilities assumed based on their estimated fair

values, with any excess of consideration transferred recorded as goodwill. If the estimated fair value of net assets acquired and

liabilities assumed exceeds the purchase price, the Company records a gain on bargain purchase in earnings in the period of

acquisition. The results of operations of acquisitions are included in the consolidated financial statements from their respective

dates of acquisition. Costs incurred to complete the business combination such as investment banking, legal and other

professional fees are not considered part of consideration and are charged to general and administrative expense as they are

incurred.

Segments

Operating segments are identified as components of an enterprise that engage in business activities from which it recognizes

revenues and expenses, and for which discrete financial information is available and regularly reviewed by the chief operating

decision-maker in making decisions regarding resource allocation and assessing performance.

Fair Value Measurements

Fair value is determined using the principles of ASC 820, Fair Value Measurement. Fair value is described as the price that

would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the

measurement date. The fair value hierarchy prioritizes and defines the inputs to valuation techniques as follows:

•Level 1: Observable quoted prices (unadjusted) for identical assets or liabilities in active markets.

•Level 2: Inputs are observable for the asset or liability either directly or through corroboration with observable

market data.

•Level 3: Unobservable inputs.

The inputs used to measure the fair value of an asset or a liability are categorized within levels of the fair value hierarchy. The

fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is

significant to the measurement.

Derivative Instruments Designated as Hedging Instruments

Cross Currency Swaps - The Company uses fixed-to-fixed cross-currency swap agreements to hedge its exposure to adverse

foreign currency exchange rate movements for its foreign operations. The Company has elected the spot method for designating

these contracts as net investment hedges. These derivative arrangements qualified as net investment hedges under ASC 815

through the date of the Intralot transaction, with the gain or loss resulting from changes in the spot value of the derivative

reported in other comprehensive income (loss) with amounts reclassified out of other comprehensive income (loss) into

earnings when the hedged net investment is either sold or substantially liquidated. Refer to Note 11 “Derivative Instruments”

for further information.

Interest Rate Contracts - The Company uses interest rate derivatives to hedge its exposure to variability in cash flows on its

floating-rate debt to add stability to interest expense and manage its exposure to interest rate movements. The Company’s

interest rate swaps and collars are designated as cash flow hedges under ASC 815, with changes in the fair value reported in

other comprehensive income (loss) and reclassified into “Interest expense, net” in the consolidated statements of operations in

the same period in which the hedged interest payments associated with the Company’s borrowings are recorded. Refer to Note

11 “Derivative Instruments” for further information.

27

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.RELATED PARTY TRANSACTIONS

Disposition of Carved-Out Business

In the fourth quarter of 2024, the Company completed the sale of portions of its international interactive business in Asia and

certain other international markets in its Bally's Intralot B2C reportable segment (the “Carved-Out Business”) to a company

(the “Buyer”) formed by members of management of the Carved-Out Business for total consideration of $32.9 million, which

consisted of a €30 million seven-year term note, subject to applicable interest. The disposition includes the Company’s interest

in various contracts with Breckenridge Curacao B.V. (“Breckenridge”), which was previously determined to be a VIE and was

consolidated by the Company. The Company disposed of net assets of approximately $56.2 million, which include the

previously consolidated net assets of Breckenridge, and released foreign currency translation adjustments of $4.7 million.

Additionally, the Company held a net investment hedge on the net investment in the foreign operations sold and thus released

$9.1 million of accumulated other comprehensive income as a result of de-designating the hedge as of the disposal date. The

Company recorded a pre-tax loss of approximately $27.8 million upon the sale, which is included in “General and

administrative” in the consolidated statements of operations for the year ended December 31, 2024 (Predecessor). The net assets

disposed of consisted primarily of goodwill of $20.7 million, and working capital including cash and cash equivalents of $4.2

million and restricted cash of $37.5 million, which consists of player related funds and funds held with payment service

providers, net of liabilities.

Additionally in connection with the disposition, the Company acquired penny warrants that represent a 19.99% fully diluted

equity interest in the Carved-Out Business, for approximately $1.9 million, which as a result is an unconsolidated entity

accounted for under the equity method and is considered to be a related party under ASC 850.

Ownership of certain intellectual property previously owned by Bally’s and used by the Carved-Out Business has been

transferred into an independent trust (“the Trust”). The Trust licenses the use of such intellectual property to the Carved-Out

Business under a commercial license arrangement, with licensing fees paid to the Trust by the Buyer for a term of five years

(subject to annual automatic extension) based on net gaming revenues of the Carved-Out Business. Any proceeds generated

from the Trust property are distributed to the Company by the Trust and are recognized as licensing revenue and included in

“Non-gaming revenue” in the consolidated statements of operations, as development of iGaming capabilities remains a core

part of Bally’s strategy.

Licensing revenue recognized by the Company was $19.3 million, $3.7 million, and $6.9 million during the period from

February 8, 2025 to December 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor), and

the year ended December 31, 2024 (Predecessor), respectively.

During the period from February 8, 2025 to December 31, 2025, the Company recorded a provision for credit loss of $17.1

million, reducing the net carrying value of the seven-year term note to $17.1 million, included in Other assets within the

consolidated balance sheets, as of December 31, 2025 (Successor). The carrying value of the loan receivable was $31.2 million

as of December 31, 2024 (Predecessor) recorded in Other Assets.

The Company recorded interest income on the seven-year term note of $2.7 million, $0.3 million and $0.5 million included

within Interest expense, net in the consolidated statements of operations during the period from February 8, 2025 to December

31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the year ended December 31,

2024 (Predecessor), respectively. Receivables from this equity method investee are included in Accounts receivable, net and

were $6.1 million and $1.1 million as of December 31, 2025 (Successor) and December 31, 2024 (Predecessor), respectively.

Variable Interest Entities

Management has concluded that the Trust established in connection with the aforementioned disposal of the Carved-Out

Business, is a VIE that will be consolidated based on the applicable criterion. Additionally, in connection with the acquisition of

a controlling interest in Intralot during the fourth quarter of 2025, the Company evaluated the variable interests held by Intralot

and concluded that DC09 LLC and Royal Highgate Ltd. are VIEs for which the Company is the primary beneficiary. As a

result, these entities are consolidated in the Company’s consolidated financial statements.

As of December 31, 2025 (Successor) and 2024 (Predecessor), consolidated VIEs had total assets of $60.8 million and

$263.9 million, respectively, and total liabilities of $18.6 million and $27.9 million, respectively. Consolidated VIEs had total

revenues of $19.3 million, $3.7 million and $169.8 million for the period from February 8, 2025 to December 31, 2025

(Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the year ended December 31, 2024

(Predecessor), respectively.

28

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4.CONSOLIDATED FINANCIAL INFORMATION

General and Administrative Expense

Amounts included in General and administrative were as follows:

	Successor	Predecessor
	Period from<br><br>February 8,<br><br>2025 to<br><br>December 31,<br><br>2025	Period from<br><br>January 1,<br><br>2025 to<br><br>February 7,<br><br>2025	Year Ended<br><br>December 31,<br><br>2024
(in thousands)
Advertising, general and administrative(1)	$994,557	$100,969	$976,153
Acquisition and integration	109,509	2,199	24,729
Merger costs(2)	22,677	11,233	14,808
Provision for credit loss on long-term note receivable(3)	17,074	—	—
Loss on disposal of business(3)	—	—	27,796
Total general and administrative	$1,143,817	$114,401	$1,043,486

__________________________________

(1)For the year ended December 31, 2024 (Predecessor), includes $20.0 million of employee-related severance costs within the Company’s Casinos &

Resorts reportable segment related to the closure of its Tropicana Las Vegas casino on April 4, 2024. There was no restructuring liability as of

December 31, 2025 (Successor) and December 31, 2024 (Predecessor) on the consolidated balance sheets.

(2)Refer to Note 1 “General Information” for further information.

(3)Refer to Note 3 “Related Party Transactions” for further information.

Other Non-Operating Income (Expense)

Amounts included in Other non-operating income (expense), net were as follows:

	Successor	Predecessor
	Period from<br><br>February 8,<br><br>2025 to<br><br>December 31,<br><br>2025	Period from<br><br>January 1,<br><br>2025 to<br><br>February 7,<br><br>2025	Year Ended<br><br>December 31,<br><br>2024
(in thousands)
Gain on fair value of fair value option assets	$218,950	$—	$—
Change in value of contingent consideration	(63,176)	(786)	(1,343)
Net income (loss) from equity method investments	(3,264)	(594)	(1,850)
Change in value of performance warrants	—	(1,180)	(13,965)
Foreign exchange (loss) gain	(34,768)	194	10,271
Loss on extinguishment of debt	(93,120)	—	—
Other, net	338	1	2,342
Total other non-operating income (expense), net	$24,960	$(2,365)	$(4,545)

Interest Expense, Net

Amounts included in Interest expense, net were as follows:

	Successor	Predecessor
	Period from<br><br>February 8,<br><br>2025 to<br><br>December 31,<br><br>2025	Period from<br><br>January 1,<br><br>2025 to<br><br>February 7,<br><br>2025	Year Ended<br><br>December 31,<br><br>2024
(in thousands)
Interest income	$8,340	$(1)	$20,718
Interest expense	(373,573)	(27,228)	(310,347)
Total interest expense, net	$(365,233)	$(27,229)	$(289,629)

29

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5.RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Standards Implemented

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures. The

amendments in this update enhance the transparency and decision usefulness of income tax disclosures. This update will be

effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU

2023-09 prospectively as of December 31, 2025. Refer to Note 18 “Income Taxes” for further information.

Standards to Be Implemented

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements - Codification Amendments in Response to the

SEC’s Disclosure Update and Simplification Initiative. The amendments in this update align the requirements in the ASC to the

Securities and Exchange Commission’s (“SEC”) regulations. The effective date for each amended topic in the ASC is the date

on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective.

If by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from

the Codification and not become effective. Early adoption is prohibited. The Company is currently in the process of evaluating

the impact of this amendment on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense

Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in this update

require disclosure of certain costs and expenses on an interim and annual basis in the notes to the financial statements. This

update will be effective for fiscal years beginning after December 15, 2026, and interim reporting periods in fiscal years

beginning after December 15, 2027, with early adoption permitted. The disclosures required under the guidance can be applied

either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all

periods presented in the financial statements. The Company is currently evaluating the impact that this guidance will have on its

financial statement disclosures.

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining

the Accounting Acquirer in the Acquisition of a Variable Interest Entity. The amendments in this update revise the requirements

for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal

acquiree is a VIE that meets the definition of a business. The amendments require that an entity consider the same factors that

are currently required for determining which entity is the accounting acquirer in other acquisition transactions. The amendments

in this update will be effective for fiscal years beginning after December 15, 2026, and interim reporting periods within those

annual reporting periods. The Company is currently evaluating the impact that this guidance will have on its financial

statements and related disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326). The amendments clarify

guidance related to Topic 326 for current accounts receivable and current contract assets arising from transactions accounted for

under Topic 606, Revenue from Contracts with Customers, and allowing for a practical expedient that assumes that current

conditions as of the balance sheet do not change for the remaining life of the asset. The amendments are effective for annual

reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with

early adoption permitted. The Company is evaluating the impact of the adoption of Update 2025-05 to the consolidated

financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic

350-40). The amendments in this update are intended to simplify the capitalization guidance by removing all references to

software development project stages so that the guidance is neutral to different software development methods. The

amendments in this update are effective for annual reporting periods after December 15, 2027. The Company is currently

evaluating the impact that this guidance will have on its financial statements and related disclosures.

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Improvements to Hedge Accounting.

The amendments in this update address stakeholder concerns and intend to more closely align hedge accounting with the

economics of an entity’s risk management activities. The amendments are effective for fiscal years beginning after December

15, 2026, with early adoption permitted. The Company is currently evaluating the impact that this guidance will have on its

financial statements and related disclosures.

30

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The

amendments in this update are intended to improve the clarity and navigability of interim reporting guidance and specify when

it applies. The ASU addresses the form and content of interim financial statements, adds a consolidated list of required interim

disclosures from other Codification topics, and establishes a principle requiring disclosure of events occurring after the end of

the last annual reporting period that have a material impact on the entity. The amendments are effective for interim reporting

periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is

currently evaluating the impact that this guidance will have on its financial statements and related disclosures.

6. REVENUE RECOGNITION

The Company recognizes revenue in accordance with ASC 606, which requires the revenue to be recognized when a

performance obligation is satisfied by transferring the control of promised goods or services and is measured at the transaction

price or the amount of consideration that the Company expects to receive through satisfaction of the identified performance

obligations.

The Company generates revenue from six principal sources: (1) gaming (which includes retail gaming, online gaming,

consumer lottery, sports betting and racing), (2) hotel, (3) food and beverage, (4) licensing, (5) technology services and (6)

retail, entertainment and other.

Sales tax and other taxes collected on behalf of governmental authorities are accounted for on a net basis and are not included in

revenue or operating expenses.

Gaming Revenue

Performance Obligations

Retail gaming service contracts involving our land-based casinos, each have an obligation to honor the outcome of a wager and

to pay out an amount equal to the stated odds, including the return of the initial wager, if the customer receives a winning hand.

These elements of honoring the outcome of the hand of play and generating a payout are considered one performance

obligation, with an additional performance obligation for those customers earning incentives under the Company’s player

loyalty program.

Online gaming and sports betting represent a single performance obligation for the Company to operate contests or games and

award prizes or payouts to users based on results of the arrangement. For certain state-authorized sports betting contracts, the

Company operates and manages wagering services as an agent of the applicable government authority. Additionally, the use of

incentives across the online gaming products create future customer rights and are a separate performance obligation.

Racing revenue is earned through advance deposit wagering, which consists of patrons wagering through an advance deposit

account. Each wagering contract contains a single performance obligation.

Consumer lottery revenue is earned from jurisdictions where the Company has a license from the applicable government

authority to operate games to provide game management services. Each consumer lottery contract contains a single

performance obligation to stand ready to operate games and lotteries in the specific jurisdiction.

Transaction Price

The Company applies a practical expedient to account for its gaming contracts on a portfolio basis as such wagers have similar

characteristics and the Company reasonably expects the impact on the consolidated financial statements of applying the revenue

recognition guidance to the portfolio would not differ materially from the application of an individual wagering contract. The

transaction price for a retail gaming, online gaming or sports betting wagering contract is the difference between wins and

losses, not the total amount wagered. In addition, in the event of a multi-stage contest, the Company will allocate transaction

price ratably from contest start to the contest’s final stage.

The transaction price for racing operations, inclusive of live racing events conducted at the Company’s racing facilities, is the

commission received from the pari-mutuel pool less contractual fees and obligations, primarily consisting of purse funding

requirements, simulcasting fees, tote fees and certain pari-mutuel taxes that are directly related to the racing operations.

31

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For purposes of allocating the transaction price in a wagering contract between the wagering performance obligation and the

obligation associated with incentives earned under loyalty programs, the Company allocates an amount to the loyalty program

contract liability based on the stand-alone selling price of the incentive earned. The performance obligation related to loyalty

program incentives are deferred and recognized as revenue upon redemption by the customer.

For certain consumer lottery contracts, payments to the applicable government authority for the license to operate are not

considered consideration payable to a customer under ASC 606. Accordingly, such payments are recognized as operating

expenses and are not presented as a reduction of revenue.

Revenue Recognition

The allocated revenue for retail gaming wagers is recognized when the wagering occurs as all such wagers settle immediately.

Online gaming revenue is recognized at the point in time when the player completes a gaming session and payout occurs.

Sports betting involves a player wagering money on an outcome or series of outcomes. If a player wins the wager, the Company

pays the player a pre-determined amount known as fixed odds, and its revenue is recognized as total wagers net of payouts

made and incentives awarded to players. Racing revenue includes several of our casinos and resorts’ share of wagering from

live racing and the import of simulcast signals, and is recognized upon completion of the wager based upon an established take-

out percentage. Consumer lottery revenue is recognized as tickets are sold and the variability is resolved.

Certain operations within the Company’s Casinos & Resorts and North America Interactive reportable segment act as an agent

in operating gaming services on behalf of the state in which they are licensed. At these respective casino properties, gaming

revenue is recognized when the wager is settled, which is when the customer has received the benefits of the Company’s

gaming services and the Company has a present right to payment. The Company recorded revenue from its operations in these

states on a net basis, which represents the percentage share entitled to the Company. Additionally, certain operations within the

Company’s B2C reportable segment act as an agent in providing virtual sports betting services on behalf of the applicable

government authority. The Company collects wagers from players, remits net proceeds to the applicable government authority

after payment of prizes, and retains a commission. As the Company does not control the underlying wagering activity, revenue

is recognized on a net basis in an amount equal to the commission to which the Company is entitled. Revenue is recognized

over time as wagering activity occurs and the outcome of the underlying bets is resolved.

Non-gaming Revenue

Performance Obligations

Hotel, food and beverage, licensing, and retail, entertainment and other services have been determined to be separate, stand-

alone performance obligations and revenue is recognized as the good or service is transferred at the point in time of the

transaction.

Technology services contracts involve the Company using its software to provide services related to customers’ lottery, VLT,

and sports betting operations. The Company will also provide related hardware and support services. Technology services

contracts can contain multiple performance obligations, including a performance obligation to stand ready to provide access to

the software throughout the contract term and distinct performance obligations for sales of related hardware and

implementation, customization, maintenance, and technical support services.

Transaction Price

The transaction price for hotel, food and beverage, licensing, and retail, entertainment and other, is the net amount collected

from the customer for such goods and services or under the license agreement. The estimated standalone selling price of hotel

rooms is determined based on observable prices. The standalone selling price of these goods and services are determined based

upon the actual retail prices charged to customers for those items.

The transaction price for technology services contracts is primarily variable and is generally based on either (i) a monthly fee

per enrolled machine, (ii) a percentage of gross revenue, or (iii) a percentage of net drop, which represents total amounts

wagered less winnings and payouts to players.

32

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Revenue Recognition

Hotel revenue is recognized when the customer obtains control through occupancy of the room over their stay at the hotel.

Advance deposits for hotel rooms are recorded as liabilities until revenue recognition criteria are met. Food, beverage and retail

revenues are recognized at the time the goods are sold from Company-operated outlets. Licensing revenue is recognized under

the sales-and usage-based royalty exception available in ASC 606 for licenses of intellectual property whereby revenue is

recognized in the period that the underlying sale or usage occurs as the fees due to the Company are contingent and based on

the customer’s usage of the intellectual property. Technology services revenues from the use of the Company’s software to

provide services to customers are recognized over time as the variability is resolved. Other revenue includes cancellation fees

for hotel and meeting space services, which are recognized upon cancellation by the customer, and golf revenues from the

Company’s operations of Bally’s Golf Links, which are recognized at the time of sale. Additionally, other revenue includes

market access and business-to-business service revenue generated by the Bally's Intralot B2B and North America Interactive

reportable segments, which is recognized at the time the goods are sold or the service is provided, and are included in Non-

gaming revenue within our consolidated statements of operations.

The following table provides a disaggregation of total revenue by segment (in thousands):

	Casinos &<br><br>Resorts	Bally's<br><br>Intralot B2B	Bally's<br><br>Intralot B2C	North<br><br>America<br><br>Interactive	Corporate<br><br>& Other	Total
Period from February 8, 2025 to<br><br>December 31, 2025 (Successor)
Gaming	$1,072,888	$—	$749,651	$166,915	$—	$1,989,454
Non-gaming:
Hotel	119,409	—	—	—	—	119,409
Food and beverage	125,877	—	—	—	—	125,877
Licensing	—	20,880	—	—	—	20,880
Technology Services	—	64,369	—	—	—	64,369
Retail, entertainment and other	64,264	12,105	3,345	29,395	7,091	116,200
Total non-gaming revenue	309,550	97,354	3,345	29,395	7,091	446,735
Total revenue	$1,382,438	$97,354	$752,996	$196,310	$7,091	$2,436,189
Period from January 1, 2025 to<br><br>February 7, 2025 (Predecessor)
Gaming	$95,984	$—	$74,849	$14,934	$—	$185,767
Non-gaming:
Hotel	11,006	—	—	—	—	11,006
Food and beverage	11,304	—	—	—	—	11,304
Licensing	—	3,720	—	—	—	3,720
Retail, entertainment and other	6,005	—	416	2,007	273	8,701
Total non-gaming revenue	28,315	3,720	416	2,007	273	34,731
Total revenue	$124,299	$3,720	$75,265	$16,941	$273	$220,498
Year ended December 31, 2024<br><br>(Predecessor)
Gaming	$1,008,361	$—	$893,756	$149,551	$—	$2,051,668
Non-gaming:
Hotel	148,693	—	—	—	—	148,693
Food and beverage	134,853	—	360	—	—	135,213
Licensing	—	6,861	—	—		6,861
Retail, entertainment and other	71,206	—	8,516	20,766	7,555	108,043
Total non-gaming revenue	354,752	6,861	8,876	20,766	7,555	398,810
Total revenue	$1,363,113	$6,861	$902,632	$170,317	$7,555	$2,450,478

33

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Contract Assets and Contract Related Liabilities

The Company’s receivables related to contracts with customers are primarily comprised of marker balances, interactive

platform business-to-business service receivables, other amounts due from gaming activities, amounts due for hotel stays and

amounts due from tracks and OTB locations. The Company’s receivables related to contracts with customers were $57.5

million and $41.3 million as of December 31, 2025 (Successor) and 2024 (Predecessor), respectively.

The Company has the following liabilities related to contracts with customers: liabilities for loyalty programs, advance deposits

made for goods and services yet to be provided and unpaid wagers. All of the contract liabilities are short-term in nature and are

included in “Accrued and other current liabilities” in the consolidated balance sheet.

Loyalty program incentives earned by customers are typically redeemed within one year from when they are earned and expire

if a customer’s account is inactive for more than 12 months; therefore, the majority of these incentives outstanding at the end of

a period will either be redeemed or expire within the next 12 months.

Advance deposits are typically interactive player deposits and customer deposits for future banquet events, hotel room

reservations, and gift cards. The Company holds restricted cash for interactive player deposits and records a corresponding

withdrawal liability.

Unpaid wagers include the Company’s outstanding chip liability and unpaid slot, pari-mutuel and sports betting tickets.

Liabilities related to contracts with customers as of December 31, 2025 (Successor) and 2024 (Predecessor) were as follows:

	Successor	Predecessor
	December 31,<br><br>2025	December 31,<br><br>2024
Unpaid wagers	$60,238	$32,992
Advanced deposits from customers	27,512	26,141
Loyalty programs	10,519	12,167
Total	$98,269	$71,300

The Company recognized $21.0 million, $2.2 million, and $30.5 million of revenue related to loyalty program redemptions for

the period from February 8, 2025 to December 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025

(Predecessor) and the year ended December 31, 2024 (Predecessor), respectively.

7.BUSINESS COMBINATIONS

Intralot Transaction

As described in Note 1 “General Information”, the Company completed the Intralot Transaction on October 8, 2025, with the

Company obtaining a controlling financial interest in Intralot and retaining control of Bally’s International Interactive. The

transaction with Intralot was accounted for as a business combination in accordance with ASC 805, with the Company as the

accounting acquirer.

Intralot is a global gaming technology and services company that provides integrated lottery systems, sports betting solutions

and interactive gaming platforms to state-licensed gaming operators worldwide. The Intralot Transaction expands the

Company’s international gaming and technology footprint, enhances its digital and sports betting capabilities, and strengthens

its position as a vertically integrated gaming and entertainment operator, which aligns with the Company’s broader strategic

initiatives.

The preliminary fair value of the transaction consideration for the Company’s 57.9% interest in Intralot as of the Closing Date

was approximately $1.6 billion, which represents the fair value of Intralot shares issued to the Company plus the Company’s

pre-existing investment in Intralot of approximately $280.6 million as of the Intralot Closing Date. As disclosed in Note 2,

“Summary of Significant Accounting Policies,” the Company’s previous investment in Intralot was accounted for as an equity

method investment under the fair value option and was adjusted to fair value immediately prior to closing of the transaction.

34

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The preliminary allocation of the purchase price is as follows:

As of October 8, 2025
(in thousands)	Preliminary as of<br><br>December 31, 2025
Cash and cash equivalents	$2,054,955
Restricted cash	41,341
Other current assets	143,403
Property and equipment	87,769
Right of use assets	20,486
Intangible assets	828,235
Other assets	39,349
Total current liabilities	(150,097)
Lease liabilities	(18,211)
Long-term debt	(1,982,214)
Other long-term liabilities	(159,822)
Non-controlling interest	(1,063,664)
Goodwill	1,763,226
Total fair value of net assets acquired	$1,604,756

The purchase consideration has been allocated to the tangible and identifiable intangible assets acquired and liabilities assumed

based upon their preliminary estimated fair values as of the acquisition date, with the excess of the purchase consideration over

the aggregate net fair values recorded as goodwill, which is not deductible for tax purposes. Qualitative factors that contribute

to the recognition of goodwill include an organized workforce and expected synergies from future cost savings and revenue

driven by the integration of Bally’s intellectual property into Intralot’s product offerings as well as cross selling product

offerings of Intralot and Bally’s International Interactive into existing and new markets. Goodwill has been assigned to the

segments expected to benefit from the transaction on a relative fair value basis, which includes $977.3 million and $785.9

million to the Bally's Intralot B2B and Bally's Intralot B2C segments, respectively. The Non-controlling interest was initially

measured at its fair value based on the trading price of Intralot stock on the date of closing. Certain adjustments have been made

to Intralot’s historical carrying values to conform accounting policies with the Company, including IFRS to US GAAP

conversion adjustments, with any such adjustments recorded to equity.

The Company recorded intangible assets based on estimates of fair value which consisted of the following:

	Valuation Approach	Estimated Useful<br><br>Life (in years)	Estimated Fair<br><br>Value
Developed technology	Relief from royalty method	13	$258,568
Intralot trade name	Relief from royalty method	13	61,390
Customer relationships	Multi-period excess earnings method	22	213,220
Backlog	Multi-period excess earnings method	8	295,057
Total fair value of intangible assets			$828,235

The valuation of intangible assets was determined using an income approach methodology including the multi-period excess

earnings method and the relief from royalty method. Level 3 inputs used in estimating future cash flows included terminal

growth rates of 3%, a royalty rate of 1.5% for the Intralot trade name and 15.0% for other acquired intangibles, discount rates

between 7.5% and 8.5%, and operating cash flows. The projected future cash flows are discounted to present value using an

appropriate discount rate. As of December 31, 2025 (Successor), the Company is in the process of completing its valuation of

tangible and intangible assets and the allocation of the purchase price to net assets, including the allocation of goodwill to

reporting units, which will be completed once the valuation process has been finalized.

The Company incurred $40.5 million of transaction-related expenses for the period from February 8, 2025 to December 31,

2025 (Successor) in connection with the transaction primarily related to legal and professional fees, which have been included

within “General and administrative” in the consolidated statements of operations.

35

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Since the Acquisition Date, revenue and net loss of Intralot attributable to Bally’s of $98.2 million and $37.5 million,

respectively, have been included within the accompanying consolidated statement of income for the period from February 8,

2025 to December 31, 2025 (Successor).

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information is presented to illustrate the estimated effects of the transaction as if

the transaction had occurred on January 1, 2024:

	Year Ended December 31,
(in thousands)	2025	2024
Pro forma revenue	$2,958,027	$2,867,048
Pro forma net loss	$(720,051)	$(587,595)

The pro forma amounts include the historical operating results of the Company and Intralot prior to the acquisition, with

adjustments directly attributable to the transaction including amortization expense of intangible assets, debt amortization

expense and interest expenses. The unaudited pro forma financial information is not necessarily indicative of the results of

operations that actually would have been achieved had the transaction been consummated as of the dates indicated, nor is it

indicative of any future results. In addition, the unaudited pro forma financial information does not reflect the expected

realization of any synergies or cost savings associated with the transaction.

Merger with Queen Casino & Entertainment, Inc.

The Merger between the Company and Queen was accounted for as a transaction between entities under common control in

accordance with ASC 805, in which the accounting acquirer (Parent and its affiliates) obtained control of the Company. As

described in Note 2, “Summary of Significant Accounting Policies”, the Company has elected to push down its Parent’s basis in

its net assets into its financial statements, and as a result, the net assets of the Predecessor were measured and recognized at

their fair values as of the acquisition date and were combined with those of Queen at Queen’s historical carrying amounts and

are presented on a combined basis. The following disclosures relate to the Company’s election to apply push down and show

the effect of the change in control.

The fair value of the Merger consideration was $955.6 million, which represents 52,364,192 total shares outstanding prior to the

Merger multiplied by the Merger value of $18.25 per share. Immediately following the transaction, the Company repurchased

22,804,384 shares at a price of 18.25 for a total repurchase price of $416.2 million.

The preliminary and final allocation of the purchase price is as follows:

	As of February 7, 2025
(in thousands)	Preliminary as of<br><br>February 7, 2025	Year to Date<br><br>Adjustments	Final as of<br><br>December 31, 2025
Cash and cash equivalents	$173,550	$—	$173,550
Restricted cash	57,352	—	57,352
Other current assets	210,447	—	210,447
Property and equipment	1,065,486	(4,745)	1,060,741
Right of use assets	1,692,346	17,215	1,709,561
Goodwill	1,555,354	55,838	1,611,192
Intangible assets	1,866,963	(47,542)	1,819,421
Other assets	131,457	(10,570)	120,887
Total current liabilities	(548,702)	(19,200)	(567,902)
Lease liabilities	(1,823,153)	(17,215)	(1,840,368)
Long-term debt	(2,914,688)	—	(2,914,688)
Other long-term liabilities	(510,765)	26,219	(484,546)
Net assets acquired	$955,647	$—	$955,647

36

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The purchase consideration has been allocated to the tangible and identifiable intangible assets and liabilities based upon their

estimated fair values as of the acquisition date, with the excess of the purchase consideration over the aggregate net fair values

recorded as goodwill, which is not deductible for tax purposes. Accounts receivable, other assets, current liabilities and

inventories were stated at their historical carrying value, which approximates fair value given the short-term nature of these

assets and liabilities. The estimate of fair value for property and equipment and owned real property was based on an

assessment of the assets' condition as well as an evaluation of the current market value of such assets. The fair value of

leasehold interests were estimated based on evaluating contractual rent payments relative to market rent giving consideration to

the Company’s capitalization rates and rent coverage ratios, under the income method or by estimating the fee simple value and

estimated rate of return, depending on the nature of the underlying leasehold interest. In connection with remeasuring the

Company’s lease liabilities, unfavorable off-market components of $130.8 million were recognized as a decrease to the

Company’s right of use assets, and will be amortized as a reduction of lease expense on a straight line basis over the remaining

lease term.

The Company recorded intangible assets based on estimates of fair value which consisted of the following:

	Valuation Approach	Estimated<br><br>Useful Life<br><br>(in years)	Estimated<br><br>Fair Value
Gaming licenses	Greenfield/Replacement Cost method	2-18	$716,998
Customer relationships	Multi-Period Excess Earnings/<br><br>Replacement Cost method	1-7	348,034
Developed technology	Relief from royalty method	5	252,700
Trade names	Relief from royalty method	12	74,600
Intellectual property license	Relief from royalty method	7	141,000
Other amortizing intangibles	Various methods	1-22	8,089
Indefinite lived trade name	Relief from royalty method	Indefinite	278,000
Total fair value of intangible assets			$1,819,421

The valuation of intangible assets was determined using income approach methodologies including the Greenfield method,

multi-period excess earnings method, relief from royalty method, and the replacement cost method. Level 3 inputs used in

estimating future cash flows included terminal growth rates of 3%, royalty rates between 2% and 19%, discount rates between

11% and 15%, operating cash flows, estimated construction costs, and pre-opening expenses, among others. The projected

future cash flows are discounted to present value using an appropriate discount rate. As of December 31, 2025 (Successor), the

Company has finalized its valuation of tangible and intangible assets and the allocation of the purchase price to the assets

acquired and liabilities assumed.

The Company incurred $22.7 million, $11.2 million and $14.8 million of transaction-related expenses for the period from

February 8, 2025 to December 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor), and

the year ended December 31, 2024 (Predecessor), respectively. Transaction-related expenses were incurred in connection with

the Merger and are primarily related to legal and professional fees, which have been included within “General and

administrative” in the consolidated statements of operations.

37

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.PREPAID EXPENSES AND OTHER CURRENT ASSETS

As of December 31, 2025 (Successor) and 2024 (Predecessor), prepaid expenses and other assets was comprised of the

following:

	Successor	Predecessor
(in thousands)	December 31,<br><br>2025	December 31,<br><br>2024
Services and license agreements	$26,732	$43,141
Taxes and licenses	44,161	18,988
Prepaid marketing	13,516	11,952
Prepaid insurance	14,866	3,341
Short term derivative assets	3,975	5,359
Short term notes receivable	14,730	17,342
Other	41,629	15,348
Total prepaid expenses and other current assets	$159,609	$115,471

9.PROPERTY AND EQUIPMENT

As of December 31, 2025 (Successor) and 2024 (Predecessor), property and equipment, net was comprised of the following:

	Successor	Predecessor
(in thousands)	December 31,<br><br>2025	December 31,<br><br>2024
Land and improvements	$98,527	$49,553
Building and improvements	712,236	370,086
Equipment	265,357	280,946
Furniture and fixtures	54,146	64,109
Construction in process(1)	27,621	149,906
Total property and equipment	1,157,887	914,600
Less: Accumulated depreciation	(94,148)	(283,898)
Property and equipment, net	$1,063,739	$630,702

__________________________________

(1)Refer to Note 15 “Leases” for further information on the Company’s reclassification of its construction in process related to the construction of its

permanent casino resort in Chicago in connection with the signing of the Chicago MLA.

Depreciation expense relating to property and equipment for the period from February 8, 2025 to December 31, 2025

(Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the year ended 2024 (Predecessor) was

$73.6 million, $7.6 million, and $158.0 million, respectively.

10.GOODWILL AND INTANGIBLE ASSETS

2025 Annual Impairment Assessment

As of October 1, 2025 (Successor), the Company performed its annual impairment assessment of goodwill and long lived assets

for all reporting units and asset groups. Each individual property within the Casinos & Resorts operating segment is determined

to be its own reporting unit and asset group. The reporting unit for the North America Interactive operating segment is the

operating segment. The reporting units for the Bally's Intralot B2C and Bally's Intralot B2B operating segments are grouped at

the geographical level.

38

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company performed a quantitative test of a reporting unit and a long lived asset group within its Bally's Intralot B2B

operating segment due to declining projected cash flows in its licensing business. The carrying value of the reporting unit and

asset group exceeded their respective fair values, resulting in an impairment charge of $181.6 million. The goodwill within the

reporting unit was impaired by $72.5 million, and the fair value was determined through a discounted cash flow approach.  The

valuation utilized level 3 inputs including projected cash flows, a market-based weighted average cost of capital (“WACC”) of

25% and a long term growth rate of 2%. The long lived assets within the group consisted of a licensing asset, which was

impaired by $109.1 million. The fair value of the asset group was determined using a relief from royalty method, which is a

discounted cash flow approach and utilized level three inputs including projected cash flows, a royalty rate of 19%, a WACC of

23%, and the Company’s estimates for probability of continuing use of the licensing asset.

For four indefinite lived gaming licenses in the Casinos & Resorts segment, the Company determined the useful life was no

longer indefinite, and the useful life was updated to be finite lived.  In accordance with ASC 350, upon re-assessing the assets

as finite lived, an impairment test was performed. The Company valued the gaming licenses using the Greenfield Method under

the income approach which estimates the fair value of the gaming license using a discounted cash flow model assuming the

Company built a new casino with similar utility to that of the existing casino. Level 3 inputs to the valuation include estimating

projected revenues and operating cash flows, including terminal growth rates of 2%, estimated construction costs, and pre-

opening expenses and are discounted at a WACC of 10% for four licenses. The fair values of the four gaming licenses exceeded

their respective carrying values and no impairment was recorded.

For all other reporting units, indefinite lived intangible assets and long lived asset groups, the Company performed a qualitative

analysis for the annual assessment of goodwill (commonly referred to as “Step Zero”). From a qualitative perspective, in

evaluating whether it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, relevant events

and circumstances are taken into account, with greater weight assigned to events and circumstances that most affect the fair

value or the carrying amounts of its assets. Items that were considered included, but were not limited to, the following:

macroeconomic conditions, industry and market conditions and overall financial performance, and the most recent quantitative

assessment performed for the reporting unit. After assessing these and other factors, the Company determined that it was more

likely than not that the fair value of the reporting units subject to the qualitative assessment exceeded their carrying amounts as

of October 1, 2025 (Successor). If future results vary significantly from current estimates and related projections, the Company

may be required to record impairment charges.

2025 Interim Impairment

During the fourth quarter of 2025, the UK announced an increase of the remote gaming duty tax from 21% to 40%, effective in

April 2026. As a result of this announcement, the Company identified a triggering event to assess impairment at a reporting unit

within its Bally's Intralot B2C operating segment and performed a quantitative test for impairment. The estimated fair value of

the reporting unit was determined through a combination of a discounted cash flow model and market-based approach, which

utilized inputs including future cash flow projections for the reporting units, terminal growth rates of 3%, and discount rates of

12.0%. The result of this assessment did not result in any impairment as fair value exceeded carrying value. If future results

significantly vary from current estimates and related projections, the Company may be required to record impairment.

2024 Annual Impairment Assessment

As of October 1, 2024 (Predecessor), the Company performed its annual impairment assessment of goodwill and long lived

assets for all reporting units and asset groups. Each individual property within the Casinos & Resorts operating segment is

determined to be its own reporting unit and asset group. The reporting units for the North America Interactive and Bally's

Intralot B2C operating segments are the operating segments.

The Company performed a quantitative test of goodwill for its Bally's Intralot B2C reporting unit and one reporting unit within

the Casinos & Resorts operating segment and determined that the fair value of the reporting units exceeded their respective

carrying amounts and thus, there was no impairment. The estimated fair value of the reporting units were determined through a

combination of a discounted cash flow model and market-based approach, which utilized Level 3 inputs including future cash

flow projections for the reporting units, terminal growth rates of 3% and discount rates of 15% and 11%. If future results

significantly vary from current estimates and related projections, the Company may be required to record impairment charges.

39

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the North America Interactive reporting unit and all other reporting units within the Casinos & Resorts segment with

goodwill, the Company performed a qualitative analysis for the annual assessment of goodwill (commonly referred to as “Step

Zero”). From a qualitative perspective, in evaluating whether it is more likely than not that the fair value of a reporting unit

exceeds its carrying amount, relevant events and circumstances are taken into account, with greater weight assigned to events

and circumstances that most affect the fair value or the carrying amounts of its assets. Items that were considered included, but

were not limited to, the following: macroeconomic conditions, industry and market conditions and overall financial

performance, and the most recent quantitative assessment performed for the reporting unit. After assessing these and other

factors, the Company determined that it was more likely than not that the fair value of the reporting units subject to the

qualitative assessment exceeded their carrying amounts as of October 1, 2024 (Predecessor). If future results vary significantly

from current estimates and related projections, the Company may be required to record impairment charges.

For four indefinite lived gaming licenses in the Casinos & Resorts segment, the Company determined it had an indicator of

impairment based on declines in actual or projected results compared to those projected when the gaming licenses were

originally valued at acquisition. The Company valued the gaming licenses using the Greenfield Method under the income

approach which estimates the fair value of the gaming license using a discounted cash flow model assuming the Company built

a new casino with similar utility to that of the existing casino. Level 3 inputs to the valuation include estimating projected

revenues and operating cash flows, including terminal growth rates between 2% and 3%, estimated construction costs, and pre-

opening expenses and is discounted at a market-based WACC, which was between 10% and 11% for three licenses. The fair

values of three of the four gaming licenses were below their respective carrying values and the Company recorded a combined

impairment loss of $38.6 million. The fair value of the fourth gaming license exceeded its carrying value.

For all other indefinite lived intangible assets, the Company performed a qualitative assessment of impairment and determined

that it was more likely than not that the fair values of all assets exceed their carrying values as of October 1, 2024 (Predecessor).

If future results vary significantly from current estimates and related projections, the Company may be required to record

impairment charges.

2024 Interim Impairment

During the fourth quarter of 2024 (Predecessor), the Company divested a component within the Bally's Intralot B2B operating

segment (refer to Note 3 “Related Party Transactions” for further information). As a result of this divestiture, the Company

allocated goodwill on a relative fair value basis to the divested component which also triggered the need for an interim

impairment assessment. The Company estimated the fair value of the reporting units using both income and market-based

approaches. Specifically, the Company applied the discounted cash flow (“DCF”) method under the income approach. The

Company relied on the present value of expected future cash flows, including terminal value, utilizing a market-based WACC

determined separately for the reporting unit as of the valuation date. The determination of fair value under the DCF method

involved the use of significant Level 3 inputs and assumptions, including revenue growth rates driven by expected future

activity, operating margins, capital expenditures, working capital requirements, tax rates, terminal growth rates of 3%, and a

discount rate of 16%. The fair value of the reporting unit exceeded its carrying value and thus no impairment was recorded. The

Company allocated $20.7 million to the component that was divested, which was subsequently de-recognized.

As a result of this divestiture, the Company identified a triggering event related to a long lived asset group within its Bally's

Intralot B2B operating segment. The triggering event was the result of the expected future cash flows of the asset group being

below the carrying value of the long lived assets and therefore, a quantitative impairment analysis was performed. The fair

value of the intangible assets were determined using a relief from royalty method, which utilized Level 3 inputs and was

exceeded by the carrying value, indicating an impairment. Inputs to the valuation included revenue projections derived from the

intangible assets, a discount rate of 16% and royalty rates between 3% and 12%. As a result of the analysis, the Company

recorded an aggregate $197.5 million impairment charge in its Bally's Intralot B2B operating segment. The Company allocated

the loss first to intangible assets, in the amount of $125.9 million, and then the residual of $71.6 million to goodwill. These

charges are recorded within “Impairment charges” in the consolidated statements of operations.

40

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The change in carrying value of goodwill by reportable segment for the period from February 8, 2025 to December 31, 2025

(Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the year ended December 31, 2024

(Predecessor) is as follows:

(in thousands)	Casinos &<br><br>Resorts(3)(4)	Bally's<br><br>Intralot B2B	Bally's<br><br>Intralot B2C	North<br><br>America<br><br>Interactive	Corporate<br><br>& Other	Total
Goodwill as of December 31,<br><br>2023 (Predecessor)(1)(3)	$313,493	$—	$1,586,590	$35,720	$—	$1,935,803
Goodwill from current year<br><br>business combinations	—	—	1,176	—	—	1,176
Effect of foreign exchange	—	(3,390)	(40,810)	(334)	—	(44,534)
Purchase accounting<br><br>adjustments on prior year<br><br>business combinations	(208)	—	—	—	—	(208)
Current year divestiture	—	—	(20,657)	—	—	(20,657)
Reporting unit re-allocation	—	158,733	(158,733)	—	—	—
Impairment charges	—	(71,636)	—	—	—	(71,636)
Goodwill as of December 31,<br><br>2024 (Predecessor)(1)(2)(4)	313,285	83,707	1,367,566	35,386	—	1,799,944
Effect of foreign exchange	—	(97)	(11,171)	—	—	(11,268)
Goodwill as of February 7, 2025<br><br>(Predecessor)(1)(2)(4)	$313,285	$83,610	$1,356,395	$35,386	$—	$1,788,676
Goodwill as of February 8, 2025<br><br>(Successor)	612,191	86,008	630,252	56,845	205,352	1,590,648
Goodwill from current period<br><br>business combinations	—	977,338	785,888	—	—	1,763,226
Current year measurement<br><br>period adjustments	7,922	(21,219)	20,875	324	47,936	55,838
Goodwill measurement<br><br>period segment re-allocation	21,942	11,416	235,834	(57,169)	(212,023)	—
Impairment charges	—	(72,497)	—	—	—	(72,497)
Effect of foreign exchange	—	13,133	82,545	—	—	95,678
Goodwill as of December 31,<br><br>2025 (Successor)(5)(6)	$642,055	$994,179	$1,755,394	$—	$41,265	$3,432,893

__________________________________

(1)Amounts are shown net of accumulated goodwill impairment charges of $5.4 million and $140.4 million for Casinos & Resorts and North America

Interactive, respectively.

(2)Amounts are shown net of accumulated goodwill impairment charges of $71.6 million for Bally's Intralot B2B.

(3)As of December 31, 2023 (Predecessor), amounts shown include $50.4 million of goodwill associated with reporting units with negative carrying value.

(4)As of February 7, 2025 (Predecessor) and December 31, 2024 (Predecessor), amounts shown include $59.2 million of goodwill associated with reporting

units with negative carrying value.

(5)As of December 31, 2025 (Successor), amounts shown include $115.8 million of goodwill associated with reporting units with negative carrying value.

(6)Amounts are shown net of accumulated goodwill impairment charges of $73.3 million for Bally's Intralot B2B.

41

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The change in intangible assets, net for the period from February 8, 2025 to December 31, 2025 (Successor), the period from

January 1, 2025 to February 7, 2025 (Predecessor) and the year ended December 31, 2024 (Predecessor) is as follows (in

thousands):

Intangible assets, net as of December 31, 2023 (Predecessor)	$1,871,428
Derecognition of Commercial rights - Sinclair	(202,572)
Effect of foreign exchange	(24,871)
Impairment charges	(164,486)
Capitalized software	48,392
Other intangibles acquired	3,059
Intangible assets disposed	(2,074)
Less: Amortization of intangible assets	(221,533)
Intangible assets, net as of December 31, 2024 (Predecessor)	$1,307,343
Effect of foreign exchange	(3,662)
Capitalized software	3,054
Less: Amortization of intangible assets	(14,765)
Intangible assets, net as of February 7, 2025 (Predecessor)	$1,291,970
Intangible assets, net as of February 8, 2025 (Successor)	$1,941,245
Additions from current year business combinations	828,235
Measurement period adjustments	(47,542)
Impairment charges	(109,123)
Additions in current period(1)	503,813
Capitalized software	31,214
Effect of foreign exchange	72,664
Less: Amortization of intangible assets	(219,523)
Intangible assets, net as of December 31, 2025 (Successor)	$3,000,983

__________________________________

(1)Amount includes $500.0 million acquisition of New York gaming license. Refer to Note 19 “Commitments and Contingencies” for further information.

The Company’s identifiable intangible assets consist of the following:

	Weighted<br><br>average<br><br>remaining life<br><br>(in years)	December 31, 2025 (Successor)
(in thousands, except years)		Gross Carrying<br><br>Amount	Accumulated<br><br>Amortization	Net
Amortizable intangible assets:
Gaming licenses	14.4	$1,279,780	$(43,882)	$1,235,898
Customer relationships	11.0	588,320	(91,471)	496,849
Developed technology	8.7	535,530	(53,724)	481,806
Backlog	7.8	297,551	(8,554)	288,997
Trade names	11.8	144,801	(8,628)	136,173
Licensing asset	6.1	34,902	(1,384)	33,518
Internally developed software	4.1	31,214	(1,351)	29,863
Other	9.6	25,412	(5,533)	19,879
Total amortizable intangible assets		2,937,510	(214,527)	2,722,983
Intangible assets not subject to amortization:
Trade names	Indefinite	278,000	—	278,000
Total unamortizable intangible assets		278,000	—	278,000
Total intangible assets, net		$3,215,510	$(214,527)	$3,000,983

42

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Weighted<br><br>average<br><br>remaining life<br><br>(in years)	December 31, 2024 (Predecessor)
(in thousands, except years)		Gross Carrying<br><br>Amount	Accumulated<br><br>Amortization	Net
Amortizable intangible assets:
Customer relationships	4.1	$660,005	$(272,333)	$387,672
Developed technology	5.1	210,712	(70,073)	140,639
Internally developed software	3.7	105,284	(26,791)	78,493
Gaming licenses	5.6	47,797	(19,864)	27,933
Trade names	7.0	31,723	(18,032)	13,691
Hard Rock license	22.5	8,000	(2,545)	5,455
Other	9.6	11,473	(4,918)	6,555
Total amortizable intangible assets		1,074,994	(414,556)	660,438
Intangible assets not subject to amortization:
Gaming licenses	Indefinite	546,908	—	546,908
Trade Names	Indefinite	98,784	—	98,784
Other	Indefinite	1,213	—	1,213
Total unamortizable intangible assets		646,905	—	646,905
Total intangible assets, net		$1,721,899	$(414,556)	$1,307,343

Amortization of intangible assets was approximately $219.5 million, $14.8 million, and $221.5 million for the period from

February 8, 2025 to December 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the

year ended December 31, 2024 (Predecessor), respectively.

Refer to Note 7 “Business Combinations” for further information about the goodwill and intangible balances added from

business combinations. Refer to Note 2 “Summary of Significant Accounting Policies” for intangible assets added through the

Framework Agreement.

The following table shows the remaining amortization expense associated with finite lived intangible assets as of December 31,

2025 (Successor):

(in thousands)
2026	$329,948
2027	328,863
2028	308,473
2029	237,569
2030	178,430
Thereafter	1,339,700
	$2,722,983

11.DERIVATIVE INSTRUMENTS

The Company utilizes derivative instruments in order to mitigate interest rate and currency exchange rate risk in accordance

with its financial risk and liability management policy.

43

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During the year ended December 31, 2024 (Predecessor), the Company settled $500.0 million of notional interest rate collars

and received $3.9 million in termination payments, reflecting the fair value on the settlement date. The fair value on the

settlement date is recorded as a component of accumulated other comprehensive income (loss), which will be reclassified into

“Interest expense, net” in the consolidated statements of operations in the same period in which the hedged interest payments

associated with the Company’s borrowings are recorded. Additionally, the Company simultaneously entered into a series of

interest rate contracts in a notional aggregate amount of $1.00 billion, to further manage the Company’s exposure to interest

rate movements associated with the Company’s variable rate Term Loan Facility through its synthetic conversion to fixed rate

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

2028.

Additionally, the Company is a party to a series of interest rate contracts and cross currency swap derivative transactions with

multiple bank counterparties in order to synthetically convert a notional aggregate amount of $500.0 million of the Company’s

USD denominated variable rate Term Loan Facility, as disclosed in Note 14 “Long-Term Debt,” into fixed rate debt over five

years and $200 million of the Term Loan Facility, to an equivalent GBP denominated floating rate instrument over three years.

These contracts mature in October 2028 and 2026, respectively.

Cross Currency Swaps

Net Investment Hedges - The Company is exposed to fluctuations in foreign exchange rates on investments it holds in its

European foreign entities. The Company uses fixed and fixed-cross-currency swaps to hedge its exposure to changes in the

foreign exchange rate on its foreign investment in Europe and their exposure to changes in the EUR-GBP exchange rate.

Currency forward agreements involve fixing the USD-EUR exchange rate for delivery of a specified amount of foreign

currency on a specified date. The currency forward agreements are typically cash settled in USD for their fair value at or close

to their settlement date. Cross-currency swaps involve the receipt of functional-currency-fixed-rate amounts from a

counterparty in exchange for the Company making foreign-currency-fixed-rate payments over the life of the agreement. These

derivative arrangements qualified as net investment hedges under ASC 815, with the gain or loss resulting from changes in the

spot value of the derivative reported in other comprehensive income (loss). Amounts are reclassified out of other

comprehensive income (loss) into earnings when the hedged net investment is either sold or substantially liquidated.

Additionally, the accrual of foreign currency and USD denominated coupons are recognized in “Interest expense, net” in the

consolidated statements of operations.

Economic Hedges - During the fourth quarter of 2024 (Predecessor), as a result of the sale of the Carved-Out Business, the

Company de-designated its EUR-GBP cross currency swaps as net investment hedges and began recording changes in fair

value of the derivative and the accrual of foreign currency and USD denominated coupons through earnings reported in Other

non-operating income (expense), net in the consolidated statements of operations. At the time of de-designation, the total

amount of accumulated other comprehensive loss was $9.1 million and was recorded as part of Loss on disposal of business in

General and administrative expenses in the consolidated statements of operations. Refer to Note 3 “Related Party Transactions,”

Note 12 “Fair Value Measurements” and Note 17 “Stockholders’ Equity” for further information.

During the fourth quarter of 2025 (Successor), concurrent with the Intralot Transaction, the Company de-designated its USD-

GBP cross currency swaps as net investment hedges and began recording changes in fair value of the derivative and the accrual

of foreign currency and USD denominated coupons through earnings reported in Other non-operating income (expense), net in

the consolidated statements of operations. Refer to Note 1 “General Information” and Note 7 “Business Combinations” for

further information.

The following tables summarize the Company’s cross currency swap arrangements as of December 31, 2024 (Predecessor). The

Company did not have any cross currency swap arrangements designated as hedging instruments as of December 31, 2025

(Successor).

	December 31, 2025 (Successor)			December 31, 2024 (Predecessor)
(in thousands)	Hedge Designation	Notional<br><br>Sold	Notional<br><br>Purchased	Hedge Designation	Notional<br><br>Sold	Notional<br><br>Purchased
Cross currency swaps	Economic Hedge	€461,595	£387,531	Economic Hedge	€461,595	£387,531
Cross currency swaps	Economic Hedge	£546,759	$700,000	Net Investment Hedge	£546,759	$700,000

44

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Cash Flow Hedges

Interest Rate Contracts - The Company’s objectives in using interest rate derivatives are to hedge its exposure to variability in

cash flows on a portion of its floating-rate debt, to add stability to interest expense and to manage its exposure to interest rate

movements. To accomplish these objectives, the Company primarily uses interest rate swaps and collars as part of its financial

risk and liability management policy. The Company’s interest rate swaps and collars are designated as cash flow hedges under

ASC 815. The changes in the fair value of these instruments are recorded as a component of accumulated other comprehensive

income (loss) and reclassified into “Interest expense, net” in the consolidated statements of operations in the same period in

which the hedged interest payments associated with the Company’s borrowings are recorded. Refer to Note 12 “Fair Value

Measurements” and Note 17 “Stockholders’ Equity” for further information.

As of December 31, 2025 (Successor) and December 31, 2024 (Predecessor), the Company’s cash flow hedges included interest

rate swaps of $1.5 billion, respectively. Refer to Note 12 “Fair Value Measurements” for further information.

Foreign Exchange Forward Contracts

During the third quarter of 2025, the Company entered into a series of foreign exchange forward contracts (the “Deal

Contingent FX Forwards”) to hedge the EUR cash proceeds to be received in connection with the sale of its international

interactive business to Intralot. The Company agreed to sell total notional amounts of €1.00 billion and buy USD at fixed

exchange rates between 1.16489 and 1.18390. The Deal Contingent FX Forwards do not qualify for hedge accounting treatment

and are therefore carried at fair value with gains or losses recorded to Other non-operating income (expense), net. Refer to Note

12 “Fair Value Measurements” for further information. The Deal Contingent FX Forwards settled upon completion of the deal

with Intralot in October 2025.

12.FAIR VALUE MEASUREMENTS

The following tables summarize the Company’s assets and liabilities measured at fair value on a recurring basis. Financial

assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value

measurement. There were no assets and liabilities measured at fair value on a nonrecurring basis.

		Successor
		December 31, 2025
(in thousands)	Balance Sheet Location	Level 1	Level 2	Level 3
Assets:
Cash and cash equivalents	Cash and cash equivalents	$798,423	$—	$—
Restricted cash	Restricted cash	108,263	—	—
Investment in GLPI partnership	Other assets	—	18,946	—
Investment in The Star	Other assets	301,285	—	—
Derivative assets not designated as hedging instruments:
Cross currency swaps	Prepaid expenses and other current assets	—	3,975	—
Cross currency swaps	Other assets	—	1,111	—
Total derivative assets at fair value		—	5,086	—
Total assets		$1,207,971	$24,032	$—
Liabilities:
Contingent consideration	Accrued and other current liabilities	$—	$—	$115,000
Contingent consideration	Other long-term liabilities	—	—	8,885
Derivative liabilities not designated as hedging instruments:
Cross currency swaps	Accrued and other current liabilities	—	17,643	—
Cross currency swaps	Other long-term liabilities	—	51,716	—
Derivative liabilities designated as hedging instruments:
Interest rate contracts	Accrued and other current liabilities	—	9,166	—
Interest rate contracts	Other long-term liabilities	—	29,854	—
Total derivative liabilities at fair value		—	108,379	—
Total liabilities		$—	$108,379	$123,885

45

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

		Predecessor
		December 31, 2024
(in thousands)	Balance Sheet Location	Level 1	Level 2	Level 3
Assets:
Cash and cash equivalents	Cash and cash equivalents	$171,233	$—	$—
Restricted cash	Restricted cash	60,021	—	—
Investment in GLPI partnership	Other assets	—	20,418	—
Derivative assets not designated as hedging instruments
Cross currency swaps	Prepaid expenses and other current assets	—	4,871	—
Cross currency swaps	Other assets	—	615	—
Derivative assets designated as hedging instruments:
Interest rate contracts	Prepaid expenses and other current assets	—	340	—
Interest rate contracts	Other assets	—	336	—
Cross currency swaps	Prepaid expenses and other current assets	—	148	—
Cross currency swaps	Other assets	—	13,181	—
Total derivative assets at fair value		—	19,491	—
Total assets		$231,254	$39,909	$—
Liabilities:
Contingent consideration	Other long-term liabilities	$—	$—	$59,923
Derivatives not designated as hedging instruments:
Sinclair Performance Warrants	Other long-term liabilities	—	—	58,668
Cross currency swaps	Other long-term liabilities	—	11,174	—
Derivative liabilities designated as hedging instruments:
Interest rate contracts	Accrued and other current liabilities	—	1,855	—
Interest rate contracts	Other long-term liabilities	—	13,372	—
Cross currency swaps	Accrued and other current liabilities	—	1,189	—
Cross currency swaps	Other long-term liabilities	—	1,624	—
Total derivative liabilities at fair value		—	29,214	58,668
Total liabilities		$—	$29,214	$118,591

There were no transfers made among the three levels in the fair value hierarchy for the period from February 8, 2025 to

December 31, 2025 (Successor), period from January 1, 2025 to February 7, 2025 (Predecessor) and year ended December 31,

2024 (Predecessor).

46

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the changes in fair value of the Company’s Level 3 assets and liabilities:

(in thousands)	Sinclair<br><br>Performance<br><br>Warrant<br><br>Liability	Contingent<br><br>Consideration<br><br>Liability
Balance as of December 31, 2023 (Predecessor)	$44,703	$58,580
Change in fair value	13,965	1,343
Balance as of December 31, 2024 (Predecessor)	58,668	59,923
Change in fair value	1,180	786
Balance as of February 7, 2025 (Predecessor)	$59,848	$60,709
Balance as of February 8, 2025 (Successor)	$—	$60,709
Change in fair value	—	63,176
Balance as of December 31, 2025 (Successor)	$—	$123,885

The gains (losses) recognized in the consolidated statements of operations for derivative instruments are as follows:

		Successor	Predecessor
	Consolidated Statements of<br><br>Operations Location	Period from<br><br>February 8,<br><br>2025 to<br><br>December 31,<br><br>2025	Period from<br><br>January 1,<br><br>2025 to<br><br>February 7,<br><br>2025	Year Ended<br><br>December 31,<br><br>2024
(in thousands)
Derivatives not designated as hedging instruments
Deal Contingent FX Forwards	Other non-operating income<br><br>(expense), net	$(774)	$—	$—
Sinclair Performance Warrants	Other non-operating income<br><br>(expense), net	—	(1,180)	(13,965)
Cross currency swaps(1)	Other non-operating income<br><br>(expense), net	11,696	50	(9,078)
Derivatives designated as hedging instruments
Interest rate contracts	Interest expense, net	$4,422	$(105)	$(11,031)
Cross currency swaps	Interest expense, net	2,063	7	(3,658)

__________________________________

(1)Amounts during the year ended December 31, 2024 (Predecessor), as a result of the Company’s de-designation of its EUR-GBP cross currency swaps as

net investment hedges, are included in General and administrative.

Derivative Instruments

The fair values of interest rate contracts and cross currency swap assets and liabilities are classified within Level 2 of the fair

value hierarchy as the valuation inputs are based on estimates using currency spot and forward rates and standard pricing

models that consider the value of future cash flows as of the balance sheet date, discounted to a present value using discount

factors that match both the time to maturity and currency of the underlying instruments. These standard pricing models utilize

inputs that are derived from or corroborated by observable market data such as interest rate yield curves as well as currency spot

and forward rates. When designated as hedging instruments, changes in the fair value of these contracts are reported as a

component of other comprehensive income (loss).  When not designated as hedging instruments, changes in fair value of these

contracts are reported within Other non-operating income (expense), net in the consolidated statements of operations.

47

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Sinclair Performance Warrants

Sinclair Performance Warrants were accounted for as a derivative instrument classified as a liability within Level 3 of the

hierarchy through February 7, 2025 (Predecessor) as the warrants are not traded in active markets and are subject to certain

assumptions and estimates made by management related to the probability of meeting performance milestones. These

assumptions and the probability of meeting performance targets may have a significant impact on the value of the warrant. The

Performance Warrants were valued using an option pricing model, considering the Company’s estimated probabilities of

achieving the performance milestones for each tranche. Inputs to this valuation approach include volatility between 40% and

67%, risk free rates between 3.84% and 4.79%, the Company’s common stock price for each period and expected terms

between 1.5 and 6.3 years. In connection with the Queen Merger, as of February 7, 2025, all outstanding Performance Warrants

became immediately exercisable at a price of $0.01 per share and were reclassified out of liabilities and into equity and are no

longer measured at fair value. The fair value is recorded within “Other long-term liabilities” of the consolidated balance sheets

as of December 31, 2024 (Predecessor).

Contingent consideration

In connection with the acquisition of Bally’s Golf Links on September 12, 2023 (Predecessor), the purchase price included

future cash payments totaling up to $125 million to the seller, based upon future events, which were uncertain at the time of

acquisition. The Company recorded contingent consideration at fair value as a liability on the acquisition date, which was

subsequently remeasured at each reporting date within “Other, non-operating expenses, net” in the consolidated statements of

operations. The contingent consideration was valued at $59.9 million as of December 31, 2024 (Predecessor) and $123.9

million as of December 31, 2025 (Successor). As of December 31, 2024 (Predecessor), Level 3 inputs to this valuation

approach included the Company’s estimated probabilities of achieving the conditions for payment, expected terms between 1.5

and 3 years, and discount rates between 7.2% and 7.8%. As of December 31, 2025 (Successor), the contingency related to

$115 million of the $125 million total payments was resolved and is payable in 2026.  As such, that contingency was marked to

its fair value of $115 million and is classified as a current liability.

Fair Value Option Equity Method Investments

The Company has long-term investments in unconsolidated entities which it accounts for under the equity method of

accounting. The Company has elected the fair value option allowed by ASC 825, with respect to these investments. Under the

fair value option, the investments are remeasured at fair value at each reporting period through earnings. The Company

measures fair value using quoted prices in active markets that are classified within Level 1 of the hierarchy, with changes to fair

value included within Other non-operating (expense) income, net of the consolidated statements of operations.

Investment in GLPI Partnership

The Company holds a limited partnership interest in GLP Capital, L.P. (“GLP”), the operating partnership of GLPI. The

investment is reported at fair value based on Level 2 inputs, with changes to fair value included within “Other non-operating

income (expense), net” in the consolidated statements of operations.

Long-term debt

The fair value of the Company’s Term Loan Facility and senior notes are estimated based on quoted prices in active markets

and are classified as Level 1 measurements. The fair value of the Revolving Credit Facility approximates its carrying amount as

it is revolving, variable rate debt, and is also classified as a Level 1 measurement. In the table below, the carrying amounts of

the Company’s long-term debt is net of debt issuance costs, debt discounts and fair value adjustments. Refer to Note 14 “Long-

Term Debt” for further information.

48

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Successor		Predecessor
	December 31, 2025		December 31, 2024
(in thousands)	Carrying<br><br>Amount	Fair Value	Carrying<br><br>Amount	Fair Value
Term Loan Facility	$1,408,953	$1,458,438	$1,858,800	$1,792,804
Intralot British Term Loan	537,234	519,315	—	—
Intralot Greek Term Loan	234,962	230,370	—	—
Intralot 6.00% Retail Bond due 2029	157,214	155,022	—	—
5.625% Senior Notes due 2029	580,494	562,500	738,517	587,813
5.875% Senior Notes due 2031	517,458	484,181	721,456	535,631
Intralot 6.75% Senior Secured Notes due 2031	708,787	699,706	—	—
Intralot Supplemental Indenture	2,436	2,436	—	—
Intralot Floating Rate Senior Notes due 2031	353,119	347,858	—	—

13.ACCRUED AND OTHER CURRENT LIABILITIES

As of December 31, 2025 (Successor) and 2024 (Predecessor), accrued and other current liabilities consisted of the following:

	Successor	Predecessor
(in thousands)	December 31,<br><br>2025	December 31,<br><br>2024
New York gaming license fee	$500,000	$—
Gaming liabilities	232,804	187,233
Contingent consideration	115,000	—
Compensation	82,352	66,356
Interest payable	87,081	60,792
Insurance reserve	32,829	23,898
Other	277,733	143,013
Total accrued and other current liabilities	$1,327,799	$481,292

49

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

14.LONG-TERM DEBT

As of December 31, 2025 (Successor) and 2024 (Predecessor), long-term debt consisted of the following:

	Successor	Predecessor
(in thousands)	December 31,<br><br>2025	December 31,<br><br>2024
Term Loan Facility(1)	$1,472,594	$1,886,650
Intralot British Term Loan	538,720	—
Intralot Greek Term Loan	234,962	—
Revolving Credit Facility	—	—
Intralot 6.00% Greek Retail Bond due 2029	152,726	—
Fixed Rate Senior Notes:
5.625% Senior Notes due 2029	750,000	750,000
5.875% Senior Notes due 2031	735,000	735,000
Intralot 6.75% Senior Secured Notes due 2031	704,886	—
Intralot Floating Rate Senior Notes due 2031(2)	352,443	—
Intralot Supplemental Indenture	2,436	—
Less: Unamortized original issue discount	—	(19,760)
Less: Unamortized deferred financing fees	—	(33,117)
Less: Unamortized fair value adjustment(3)	(443,110)	—
Long-term debt, including current portion	4,500,657	3,318,773
Less: Current portion of Term Loan, Intralot Greek Term Loan and Revolving Credit Facility	(37,344)	(19,450)
Long-term debt, net of discount and deferred financing fees; excluding current portion	$4,463,313	$3,299,323

__________________________________

(1)The Company has a series of interest rate derivatives to synthetically convert $1.0 billion notional of the Company’s variable rate Term Loan Facility into

fixed rate debt, and a series of cross currency swap derivatives to synthetically convert $500.0 million and $200 million notional of the Company’s USD

denominated Term Loan Facility into fixed rate EUR and GBP denominated debt, respectively, through its maturity in 2028. Refer to Note 11 “Derivative

Instruments” for further information.

(2)At December 31, 2025 the interest rate of the Floating Rate Senior Notes was 6.526%.

(3)Represents adjustment to recognize the Company’s existing debt at fair value in the Company Merger, calculated as the difference between the fair value

of the Company’s term loan facility and unsecured notes, estimated based on quoted prices in active markets as of the Closing Date, and the respective

ending principal balances as of February 7, 2025. The adjustment is amortized through Interest expense, net using the effective interest method.

2028 Notes

In connection with the closing of the Merger on February 7, 2025, the Company entered into a note purchase agreement and

issued $500.0 million in aggregate principal amount of first lien senior secured notes due 2028 (the “2028 Notes”) at an annual

interest rate of 11%, payable in cash quarterly in arrears, beginning on April 1, 2025.

On October 8, 2025, the Company paid in full the entire $500.0 million principal balance of its 2028 Notes through a

mandatory redemption of $105.4 million and an optional redemption of $394.6 million plus a make-whole payment pursuant to

the note agreement. In connection with the repayment, the Company paid a total of $540.4 million, including accrued interest.

The Company recorded a loss on debt extinguishment of $57.4 million during the fourth quarter of 2025, which was comprised

of the make whole payment and the acceleration of unamortized debt issuance costs and debt discount, within Other non-

operating income (expense), net in the consolidated statements of operations for the period from February 8, 2025 to December

31, 2025 (Successor).

In connection with the Merger, the Company settled the pre-existing debt of Queen and recorded a loss on extinguishment of

debt of $17.4 million, recorded within “Other non-operating income (expense), net” in the consolidated statements of

operations for the period from February 8, 2025 to December 31, 2025 (Successor).

50

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Unsecured Notes

On August 20, 2021, two unrestricted subsidiaries (together, the “Escrow Issuers”) of the Company issued $750.0 million

aggregate principal amount of 5.625% senior notes due 2029 (the “2029 Notes”) and $750.0 million aggregate principal amount

of 5.875% senior notes due 2031 (the “2031 Notes” and, together with the 2029 Notes, the “Senior Notes”). The Senior Notes

were issued pursuant to an indenture, dated as of August 20, 2021, among the Escrow Issuers and U.S. Bank National

Association, as trustee. Certain of the net proceeds from the Senior Notes offering were placed in escrow accounts for use in

connection with the Gamesys acquisition. On October 1, 2021, upon the closing of the Gamesys acquisition, the Company

assumed the issuer obligation under the Senior Notes. The Senior Notes are guaranteed, jointly and severally, by each of the

Company’s restricted subsidiaries that guarantees the Company’s obligations under its Credit Agreement (as defined below).

The 2029 Notes mature on September 1, 2029 and the 2031 Notes mature on September 1, 2031. Interest is payable on the

Senior Notes in cash semi-annually on March 1 and September 1 of each year, beginning on March 1, 2022.

The Company may redeem some or all of the 2031 Notes at any time prior to September 1, 2026, at prices equal to 100% of the

principal amount of the 2031 Notes to be redeemed plus certain “make-whole” premiums, plus accrued and unpaid interest. The

Company may redeem some or all of the Senior Notes at any time on or after September 1, 2024, in the case of the 2029 Notes,

and September 1, 2026, in the case of the 2031 Notes, at certain redemption prices set forth in the indenture plus accrued and

unpaid interest.

The indenture contains covenants that limit the ability of the Company and its restricted subsidiaries to, among other things, (1)

incur additional indebtedness, (2) pay dividends on or make distributions in respect of capital stock or make certain other

restricted payments or investments, (3) enter into certain transactions with affiliates, (4) sell or otherwise dispose of assets, (5)

create or incur liens and (6) merge, consolidate or sell all or substantially all of the Company’s assets. These covenants are

subject to exceptions and qualifications set forth in the indenture.

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 and collateral agent, and the other lenders party thereto,

providing for senior secured financing of up to $2.565 billion, consisting of a senior secured term loan facility in an aggregate

principal amount of $1.945 billion (the “Term Loan Facility”), which will mature in 2028, and a senior secured revolving credit

facility in an aggregate principal amount of $620.0 million (the “Revolving Credit Facility”), which will mature in 2026.

The credit facilities allow 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 $650.0 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 as set out in the Credit Agreement.

The credit facilities are guaranteed by the Company’s restricted subsidiaries, subject to certain exceptions, and secured by a

first-priority lien on substantially all of the Company’s and each of the guarantors’ assets, subject to certain exceptions.

As of June 30, 2023, with the discontinuation of the LIBOR reference rate, borrowings under the credit facilities bear interest at

a rate equal to, at the Company’s option, either (1) the term Secured Overnight Financing Rate (“SOFR”), adjusted for certain

additional costs and subject to a floor of 0.50% in the case of term loans and 0.00% in the case of revolving loans or (2) a base

rate determined by reference to the greatest of (a) the federal funds rate plus 0.50%, (b) the prime rate, (c) the one-month SOFR

rate plus 1.00%, (d) solely in the case of term loans, 1.50% and (e) solely in the case of revolving loans, 1.00%, in each case of

clauses (1) and (2), plus an applicable margin. In addition, on a quarterly basis, the Company is required to pay each lender

under the Revolving Credit Facility a 0.50% or 0.375% commitment fee in respect of commitments under the Revolving Credit

Facility, with the applicable commitment fee determined based on the Company’s total net leverage ratio.

The credit facilities contain covenants that limit the ability of the Company and its restricted subsidiaries to, among other

things, incur additional indebtedness, pay dividends or make certain other restricted payments, sell assets, make certain

investments and grant liens. These covenants are subject to exceptions and qualifications set forth in the Credit Agreement. The

Revolving Credit Facility contains a financial covenant regarding a maximum first lien net leverage ratio that applies when

borrowings under the Revolving Credit Facility exceed 30% of the total revolving commitment. As of December 31, 2025

(Successor), the Company was in compliance with its covenants under the Credit Agreement.

51

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In September 2025, the Company executed a Third Amendment to the Credit Agreement (“Amendment No. 3”) and an

Incremental Joinder Agreement that collectively extended and increased the revolving credit facility and updated certain

covenants and pricing provisions. Following the effectiveness of these amendments, which was subject to regulatory approvals

and obtained in January 2026, a portion of the revolving credit facility will mature in 2028, while the remaining portion will

mature in 2026. The amendments also provide for reductions in revolving commitments and related prepayments if specified

transactions are completed. The revolving credit facility will continue to bear interest, at the Company’s option, at a SOFR-

based or base-rate benchmark plus an applicable margin determined by the Company’s consolidated total-leverage ratio. The

Credit Facilities continue to be guaranteed by the Company’s restricted subsidiaries (subject to customary exceptions) and

secured by a first-priority lien on substantially all of the assets of the Company and such guarantors. Amendment No. 3 also

refined the financial maintenance covenant applicable to the revolving lenders and reduced the utilization threshold at which the

covenant becomes effective to 25%.

On October 10, 2025, the Company partially repaid a portion of the Term Loan Facility, paying $401.5 million in cash for a

$394.6 million reduction in principal and $6.9 million settlement of accrued interest, and recognized a $18.3 million loss on

extinguishment of debt.

In an effort to mitigate the interest rate risk associated with the Company’s variable rate credit facilities, the Company utilizes

interest rate and cross currency swap derivative instruments. Refer to Note 11 “Derivative Instruments” for further information.

Intralot Debt Assumed at Fair Value

In connection with the Intralot Transaction, the Company assumed Intralot’s debt in an aggregate principal amount of

$1.97 billion, which was recorded at fair value of $1.98 billion. The fair value adjustment of $7.8 million, representing the

difference between the aggregate principal amount and the acquisition-date fair value, is being amortized in interest expense

over the weight-average remaining life of the assumed debt using the effective interest method. For the period from February 8,

2025 to December 31, 2025, (Successor), amortization of the fair value adjustment recognized in interest expense was

$0.4 million. Refer to Note 7 “Business Combinations” for further information.

Intralot Greek Retail Bond

On February 27, 2024, Intralot established a common bond loan program (the “Intralot Greek Retail Bond”) for the issuance of

up to €130.0 million aggregate principal amount of bonds, with a minimum issuance of €120.0 million The bonds admitted to

trading on the Fixed Income Securities category of the Regulated Market of the Athens Stock Exchange. As of December 31,

2025 (Successor), €130.0 million aggregate principal amount ($152.7 million) was outstanding under the Intralot Greek Retail

Bond.

The bonds bear interest at a fixed annual percentage of 6.00% per annum, which will remain fixed throughout the duration of

the bond loan. The interest is payable semi-annually. The Intralot Greek Retail Bond matures February 27, 2029, at which time

the Intralot is obliged to repay the principal in full, together with outstanding accrued interest and any other amounts payable.

The Intralot Greek Retail Bond is an unsecured obligation of Intralot, with the benefit of a first-priority pledge over a

designated bond loan collateral account. The bonds rank pari passu with the claims of all other unsecured creditors of Intralot,

with the exception of claims that have a statutory privilege. The Intralot Greek Retail Bond is not guaranteed by any of

Intralot’s subsidiaries.

Intralot may not redeem the bonds prior to the expiration of the second interest period following the issue date. Thereafter,

Intralot may redeem all or a portion of the bonds, subject to a minimum redemption amount of €15.0 million and a requirement

that at least €50.0 million in aggregate principal amount remain outstanding after any partial redemption. Early redemption is

subject to the payment of applicable premiums.

In the event of a change of control each bondholder has the right to require Intralot to repurchase of part or all of such

bondholder’s bonds at a price equal to 101% of the nominal value, plus accrued and unpaid interest and any additional amounts.

Intralot Greek Senior Facilities Agreement

On October 3, 2025, Intralot Capital Luxembourg S.A. (“Intralot Capital”), a wholly owned indirect subsidiary of the

Company, entered into a Senior Facilities Agreement (the “Intralot Greek Term Loan”) with Alpha Bank S.A., Optima Bank

S.A., Piraeus Bank S.A., CrediaBank S.A. and other parties, providing for an amortizing euro-denominated term loan facility in

an aggregate amount up to €270.0 million of which Intralot has drawn €200.0 million as of December 31, 2025 (Successor).

52

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Intralot Greek Term Loan bears interest at a rate equal to 7.0% per annum. Interest periods may be selected in accordance

with the agreement terms. The Intralot Greek Term Loan requires semi-annual principal repayments plus accrued interest

through the maturity date of October 8, 2029. Subject to an intercreditor agreement, Intralot Greek Term Loan caries the same

security priority as other senior secured obligations.

Intralot British Pound Term Loan

Intralot Capital is a party to a Senior Facilities Agreement (the “Intralot British Term Loan”) with various lenders and agents,

providing for a settling-denominated term loan facility in an aggregate principal amount of £400.0 million. As of December 31,

2025 (Successor), £400.0 million ($538.7 million) was outstanding under the Intralot British Term Loan.

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

5.5%. Interest periods may be one, three, or six months, or such other periods as agreed among the parties. The Borrower pays

accrued interest on the last day of each interest period.

The Intralot British Term Loan is secured by first-ranking security interests, including pledges of shares in Intralot Capital and

material subsidiaries of Intralot and, in certain jurisdictions, security over substantially all assets of the obligors. The Intralot

British Term Loan matures on October 8, 2031.

Intralot Fixed and Floating Interest Rate Bonds

Intralot Capital has issued €600.0 million aggregate principal amount of 6.750% Senior Secured Fixed Rate Notes due 2031

(the “Intralot Fixed Rate Notes”) and €300.0 million aggregate principal amount of Senior Secured Floating Rate Notes due

2031 (the “Intralot Floating Rate Notes” and, together with the Intralot Fixed Rate Notes, the “Intralot Notes”), pursuant to an

indenture dated September 30, 2025 (the “Intralot Indenture”) among Intralot Capital, Intralot, and its subsidiaries, as guarantor,

and The Law Debenture Trust Corporation p.l.c., as trustee. As of December 31, 2025 (Successor), the full €900.0 million

aggregate principal amount ($1.1 billion) of the Intralot Notes was outstanding.

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

15, 2026. The Intralot Floating Rate Notes bear interest at a rate per annum, reset quarterly, equal to three-month EURIBOR

(subject to a 0% floor) plus 4.500%, payable quarterly, commencing on February 28, 2026. The Intralot Notes mature on

October 15, 2031.

The Intralot Notes are senior secured obligations of Intralot Capital, secured by first-ranking security interests (to the extent

legally possible) over the share of obligors and material subsidiaries, structural intercompany receivables, and to the extent

customary in the applicable jurisdiction, substantially all assets of the obligors. Enforcement of security is subject to an

intercreditor agreement, and the Intralot Notes may share collateral on an equal ranking or junior basis with other permitted

indebtedness as described in the Intralot Indenture.

The Intralot Notes are unconditionally guaranteed, jointly and severally, by Intralot and future guarantors that is required to

become a guarantor under the Intralot Indenture. The guarantees are subject to customary limitations under applicable law.

The Intralot Fixed Rate Notes may be redeemed at the option of Intralot Capital, in whole or in part, at any time on or after

October 15, 2027, at determined redemption prices over time, plus accrued and unpaid interest. Prior to October 15, 2027,

Intralot Capital may redeem the Intralot Fixed Rate Notes at a premium, which is the greater of (a) 1% of the outstanding

principal amount and (b) the present value of the redemption price at October 15, 2027 plus all required interest payments

through that date, computed using a discount rate equal to the Bund Rate plus 50 basis points, over the outstanding principal

amount.

The Intralot Floating Rate Notes may be redeemed at the option of Intralot Capital at any time on or after October 15, 2026, at a

redemption price equal to 100.0% of the principal amount redeemed plus accrued and unpaid interest.

In addition, prior to October 15, 2027 (in the case of Intralot Fixed Rate Notes) or October 15, 2026 (in the case of Intralot

Floating Rate Notes), Intralot Capital may redeem up to 40% of the aggregate principal amount of the Intralot Notes with the

net cash proceeds of certain equity offerings at a redemption price equal to 106.750% (in the case of Intralot Fixed Rate Notes)

of the principal amount plus accrued and unpaid interest, subject to certain conditions, including that at least 50% of the original

aggregate principal amount of the Intralot Notes must remain outstanding immediately after each such redemption.

53

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Intralot Super Senior Revolving Credit Facility

Intralot Capital is a party to a Super Senior Revolving Credit Facility Agreement (the “Intralot RCF Agreement”) with various

lenders and agents, providing for revolving credit commitments in an aggregate principal amount equal to the greater of

€190.0 million and 40.0% of Intralot’s four-quarter consolidated EBITDA. The facility may be utilized by way of revolving

loans, letters of credit, or ancillary facilities. The minimum utilization amount is €0.5 million for euro-denominated borrowings.

The Intralot RCF Agreement initially bears interest at the applicable reference rate plus a margin of 4.50% per annum, subject

to future leverage-based adjustments ranging from 4.75% to 3.75% based on Intralot’s senior secured net leverage ratio.

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

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

The facility matures on July 1, 2030.

As of December 31, 2025 (Successor), the Company had no borrowing outstanding under the Intralot RCF Agreement, no

letters of credit outstanding, and €190.0 million of unused commitments available.

The Intralot RCF Agreement is subject to mandatory prepayment upon a change of control and customer conditions precedent

to borrowing. The Intralot RCF Agreement contains customary covenants, including limitations on incurring additional

indebtedness and issuance of disqualified stock and preferred stock; restricted payments; liens; asset sales; transactions with

affiliates; and reporting requirements. The financial covenants include the maintenance of a senior secured net leverage ratio,

tested quarterly, as well as a total net leverage ratio not exceeding 4.75:1.00.

The Intralot Indenture and the Company's credit agreements contain customary restrictive covenants, including limitations on

incurring additional indebtedness and the issuance of disqualified stock and preferred stock, restricted payments, liens, asset

sales, and transactions with affiliates; and reporting requirements.

If the Intralot Notes or facilities obtain investment grade ratings from two rating agencies and no default has occurred and is

continuing, certain of these covenants will be suspended. Upon a reversion date (when the instruments no longer maintain

investment grade ratings from two rating agencies), the suspended covenants will be reinstated with respect to future events.

The Company's debt agreements contain customary cross-default and cross-acceleration provisions.

As of December 31, 2025 (Successor), the Company was in compliance with all covenants under its debt agreements and there

were no defaults in principal, interest, sinking fund, or redemption provisions with respect to any of its outstanding

indebtedness. No waivers of acceleration or covenant violations were in effect as of December 31, 2025 (Successor).

Debt Maturities

As of December 31, 2025 (Successor), the contractual annual principal maturities of long-term debt, including the Revolving

Credit Facility, are as follows:

(in thousands)
2026	$37,344
2027	66,442
2028	1,492,434
2029	1,014,333
2030	—
Thereafter	2,333,214
	$4,943,767

54

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

15.LEASES

Operating Leases

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

leases include various renewal options which are included in the lease term when the Company has determined it is reasonably

certain of exercising the options. Certain of these leases include percentage rent payments based on property revenues and/or

rent escalation provisions determined by increases in the CPI. These percentage rent and escalation provisions are treated as

variable lease payments and recognized as lease expense in the period in which the obligation for those payments are incurred.

Discount rates used to determine the present value of the lease payments are based on the Company’s incremental borrowing

rate commensurate with the term of the lease.

The Company had total operating lease liabilities of $1.93 billion and $1.62 billion as of December 31, 2025 (Successor) and

2024 (Predecessor), respectively, and right of use assets of $1.77 billion and $1.54 billion as of December 31, 2025 (Successor)

and 2024 (Predecessor), respectively, which were included in the consolidated balance sheets.

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 Company’s Bally’s Kansas City and

Bally’s Shreveport properties are leased under the terms of the “Master Lease No. 2” which requires combined initial minimum

annual payments of $32.2 million. All components of the Master Lease and Master Lease No. 2 are accounted for as operating

leases within the provisions of ASC 842, over the lease term or until a re-assessment event occurs. Both leases have an initial

term of 15 years and include four, five-year options to renew and are subject to a minimum 1% annual escalation or greater

escalation dependent on CPI. The renewal options are not reasonably certain of exercise as of December 31, 2025 (Successor).

Following the Merger, as of June 20, 2025 (Successor), the Company also has a master lease agreement through Queen with

GLPI, the “Queen Master Lease”, with The Queen Baton Rouge, Bally's Baton Rouge Casino and Hotel, Casino Queen

Marquette and DraftKings at Casino Queen properties originally being leased under the terms of the Queen Master Lease,

which required initial combined minimum annual payments of $31.7 million. All components of the Queen Master Lease are

accounted for as operating leases within the provisions of ASC 842, over the lease term or until a re-assessment event occurs.

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 renewal options are not reasonably certain of exercise as of December 31, 2025 (Successor).

Effective July 1, 2025 (Successor), the DraftKings at Casino Queen and The Queen Baton Rouge properties were transferred to

Master Lease No. 2 and the associated annual payments of $28.9 million were reallocated from the Casino Queen Master Lease

to Master Lease No. 2. This was treated as a lease modification event where lease payments were reallocated across

components of the Master Lease No. 2 on a relative fair value basis and the right of use assets and lease liabilities were

remeasured.

In addition to the properties under the master leases explained above, the Company leases land associated with Tropicana Las

Vegas under a ground lease established with GLPI in 2022. This lease has an initial term of 50 years, with the possibility of

extending up to 99 years through renewal options, and requires initial minimum annual payments of $10.5 million, subject to

minimum 1% annual escalation or greater escalation dependent on CPI. In 2024, the Company modified the lease and GLPI

paid $48.6 million to the Company to fund the demolition of the building at the Tropicana Las Vegas site in exchange for

increasing initial annual payments by $4.1 million, subject to a minimum 1% annual increase or greater based on CPI, for a

total modified initial minimum annual payment of $14.6 million. The lease modification did not change the lease classification.

As of December 31, 2025 (Successor), the renewal options are not considered reasonably certain to be exercised.

On July 17, 2025, the Company entered into a new master lease agreement with GLP (the “Chicago MLA”), 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 (the “Chicago Development Agreement”) pursuant to which GLP has committed to advance up to $940

million (the “GLP Development Advances”) 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.

55

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Chicago MLA has an initial term of 15 years and includes four, five-year options to renew and is subject to annual

escalation. Annual rent under the Chicago MLA is $20 million, with additional rent equal to 8.5% of the GLP Development

Advances that are granted to the Company. The amended and restated ground lease was considered a lease termination in the

third quarter due to the Company ceasing to control the use of the land effective upon signing of the Chicago MLA. As a result

of the termination, the right of use asset and lease liability were derecognized, and a $0.5 million gain on lease termination was

recorded. Under the Development Agreement, as construction occurs, the Company will recognize a construction receivable on

the consolidated balance sheets due from the GLP. To the extent costs exceed the amount to be reimbursed by GLP, such costs

are considered prepaid rent, which will be added to the associated operating lease right of use asset once the lease commences.

As of December 31, 2025 (Successor), the construction receivable balance was $63.2 million, classified within Accounts

receivable, net, and the prepaid rent balance was $175.8 million, classified within Other assets. In addition, the Company

incurred a loss on sale of assets to GLP of $8.7 million during the third quarter of 2025 related to construction costs previously

capitalized that were determined not to represent prepaid rent, including capitalized interest of $4.8 million. This loss is

classified within General and administrative on the Consolidated Statement of Operations. During the fourth quarter of 2025,

the Company received reimbursements from GLP of $201.6 million.

Components of the Company’s lease costs were as follows:

	Successor	Predecessor
	Period from<br><br>February 8,<br><br>2025 to<br><br>December 31,<br><br>2025	Period from<br><br>January 1,<br><br>2025 to<br><br>February 7,<br><br>2025	Year Ended<br><br>December 31,<br><br>2024
(in thousands)
Operating lease expense(1)
Operating lease cost	$208,377	$21,714	$157,829
Variable lease cost	8,873	1,238	12,121
Operating lease expense	217,250	22,952	169,950
Short-term lease expense	21,925	2,393	22,871
Total operating lease expense	$239,175	$25,345	$192,821
Gain on sale lease-back, net(2)(3)	$—	$—	$86,254

__________________________________

(1)Included within “General and administrative” in the Consolidated Statements of Operations

(2)Included within “Gain on sale-leaseback, net” in the Consolidated Statements of Operations.

(3)Gain on sale-leaseback, net includes a gain of $26.4 million and $209.8 million from the termination of the previous right of use assets and lease liabilities

and difference in the transaction price and the derecognition of assets, respectively, related to Bally’s Kansas City and Bally’s Shreveport, as well as a loss

of $150.0 million as a result of the lease modification of the land underlying the Company’s Bally’s Chicago project during the year ended December 31,

2024 (Predecessor).

Supplemental cash flow and other information related to operating leases are as follows:

	Successor	Predecessor
	Period from<br><br>February 8,<br><br>2025 to<br><br>December 31,<br><br>2025	Period from<br><br>January 1,<br><br>2025 to<br><br>February 7,<br><br>2025	Year Ended<br><br>December 31,<br><br>2024
(in thousands)
Cash paid for amounts included in the lease liability - operating cash flows<br><br>from operating leases	$195,915	$30,843	$145,891
Right of use assets obtained in exchange for operating lease liabilities	$129,273	$—	$495,747
Derecognition of operating leases	$(259,607)	$—	$—
Derecognition of financing obligation	$—	$—	$(200,000)			Successor	Predecessor
---	---	---
	December 31, 2025	December 31, 2024
Weighted average remaining lease term	15.6 years	26.2 years
Weighted average discount rate	7.3%	8.5%

56

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2025 (Successor), future minimum lease payments under noncancelable operating leases are as follows:

(in thousands)
2026	$236,872
2027	230,118
2028	229,308
2029	229,933
2030	231,032
Thereafter	2,255,078
Total lease payments	3,412,341
Less: present value discount	(1,478,504)
Lease obligations(1)	$1,933,837

__________________________________

(1)Total lease obligations exclude future minimum lease payments under the Chicago MLA, which has not yet commenced as of December 31, 2025

(Successor).

Lease Transactions

On February 11, 2026, the Company completed the previously announced sale-leaseback of its Bally’s Twin River property to

GLP for total consideration of $700 million, with initial annual rent of $56 million. Following the sale-leaseback, Bally's Twin

River is leased under the terms of Master Lease No. 2.

Lessor

The Company leases its hotel rooms to patrons. Hotel leasing arrangements vary in duration, but are short-term in nature.

Additionally, the Company leases lottery equipment to government lottery commissions in conjunction with providing related

operations, maintenance, and support services. These arrangements are priced either as (i) a fixed fee per machine per period or

(ii) a variable fee based on a percentage of the lottery organization’s gross ticket sales.

The Company records lessor revenue in “Non-gaming revenue” within the consolidated statements of operations. For the period

from February 8, 2025 to December 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor)

and the year ended December 31, 2024 (Predecessor), the Company recognized $119.4 million, $11.0 million and

$148.7 million of lessor revenues.

16.EQUITY PLANS

Equity Incentive Plans

As of December 31, 2025 (Successor), the Company has one equity incentive plan: the Bally’s Corporation 2021 Equity

Incentive Plan (“2021 Incentive Plan”). The 2021 Incentive Plan was approved by shareholders at its 2021 Annual Meeting of

Shareholders effective May 18, 2021. The 2021 Incentive Plan provides for the grant of stock options, RSAs, RSUs, PSUs and

other awards (including those with performance-based vesting criteria) (collectively, “restricted awards” to employees, directors

or consultants of the Company. As of December 31, 2025 (Successor), 1.0 million shares were available for grant under the

2021 Incentive Plan.

As a result of the Merger described in Note 1, “General Information”, all outstanding restricted stock awards granted under the

Queen Casino’s Amended and Restated 2023 Equity Incentive Plan were cancelled and converted into restricted stock awards

under the Company’s 2021 Incentive Plan. The conversion was based on an exchange ratio set forth in the Merger Agreement

and resulted in the issuance of 1,754,410 restricted awards.

Share-Based Compensation

The Company recognized total share-based compensation expense of $31.1 million, $2.0 million and $14.8 million for the

period from February 8, 2025 to December 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025

(Predecessor) and the year ended December 31, 2024 (Predecessor), respectively. The total income tax benefit for share-based

compensation arrangements was $8.1 million, $0.5 million and $3.9 million, for the period from February 8, 2025 to December

31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the year ended December 31,

2024 (Predecessor), respectively.

57

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2025 (Successor), there was $4.8 million of unrecognized compensation cost related to outstanding share-

based compensation arrangements (including RSA, RSU and PSU arrangements and stock options) which is expected to be

recognized over a weighted average period of 1.2 years.

Restricted Stock Units and Performance-Based Restricted Stock Units

Under the 2021 Incentive Plan, RSUs and PSUs have been awarded to eligible employees, members of the Company’s senior

management and certain members of its Board of Directors. Each RSU and PSU represents the right to receive one share of the

Company’s common stock. RSUs generally vest in one-third increments over a three year period and compensation cost is

recognized over the respective service periods based on the grant date fair value. PSUs generally vest over a three year period

depending on the individual award agreement and become eligible for vesting upon attainment of performance objectives for

the performance period. The number of PSUs that may become eligible for vesting varies and is dependent upon whether the

performance targets are met, partially met or exceeded each year. The fair value of RSUs and PSUs is based on the Company’s

common stock price as of the grant date.

The following summary presents information of equity-classified RSU and PSU activity for the period from February 8, 2025

to December 31, 2025 (Successor) and period from January 1, 2025 to February 7, 2025 (Predecessor):

	Restricted<br><br>Stock<br><br>Units	Performance<br><br>Stock Units	Weighted<br><br>Average<br><br>Grant Date<br><br>Fair Value
Outstanding at December 31, 2024 (Predecessor)	981,340	326,155	$15.85
Granted	—	—	—
Vested	(11,148)	—	22.10
Forfeited	(7,811)	—	14.45
Outstanding at February 7, 2025 (Predecessor)	962,381	326,155	$15.80
Outstanding at February 8, 2025 (Successor)	962,381	326,155	$15.80
Granted	1,407,245	443,383	14.66
Vested	(1,555,300)	(363,960)	16.54
Forfeited	(90,309)	(100,054)	15.24
Outstanding at December 31, 2025 (Successor)	724,017	305,524	$12.49

The total intrinsic value of RSUs vested was $27.1 million, $0.2 million, and $6.9 million, for the period from February 8, 2025

to December 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the year ended

December 31, 2024 (Predecessor), respectively.

For PSU awards, performance objectives for each year are established no later than 90 days following the start of the year. As

the performance targets have not yet been established for the PSUs that are eligible to be earned in 2026 or later, a grant date

has not yet been established for those awards in accordance with ASC 718. The grant date for the 2025 (Successor) and 2024

(Predecessor) performance periods have been established and based upon achievement of the performance criteria for the

calendar years ended December 31, 2025 (Successor) and 2024 (Predecessor), 305,524 and 326,155 PSUs, respectively,

became eligible for vesting.

Stock Options

During the fourth quarter of 2025 (Successor), the Company granted equity-classified stock options under the 2021 Incentive

Plan. The stock options vest in three equal annual installments, half of which are based on continuous service with the

Company and half of which are based on the achievement of applicable performance criteria for each of the years ended

December 31, 2026, 2027 and 2028.

58

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

There were no stock options outstanding for the period ending February 7, 2025 (Predecessor). The following summary

presents information of stock options activity for the period from February 8, 2025 to December 31, 2025 (Successor):

	Stock<br><br>Options	Weighted<br><br>Average<br><br>Grant Date<br><br>Fair Value
Outstanding at February 8, 2025 (Successor)	—	$—
Granted	1,567,500	5.32
Outstanding at December 31, 2025 (Successor)	1,567,500	$5.32

The following table summarizes the Company’s stock options outstanding as of December 31, 2025 (Successor):

	Options Outstanding
Exercise Price	Number Outstanding	Weighted Average<br><br>Remaining Contractual<br><br>Life	Weighted Average Exercise<br><br>Price
$18.25	1,567,500	2.0 years	$18.25

As of December 31, 2025 (Successor), no options were exercisable and the options outstanding had no intrinsic value.

17.STOCKHOLDERS’ EQUITY

Capital Return Program

The Company has a Board of Directors approved capital return program under which the Company may expend a total of up to

$700 million for share repurchases and payment of dividends. 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. As of December 31, 2025

(Successor), $95.5 million was available for use under the capital return program.

There was no repurchase activity during the period from February 8, 2025 to December 31, 2025 (Successor), period from

January 1, 2025 to February 7, 2025 (Predecessor) or year ended December 31, 2024 (Predecessor).

No cash dividends were paid during the period from February 8, 2025 to December 31, 2025 (Successor), period from January

1, 2025 to February 7, 2025 (Predecessor) or year ended December 31, 2024 (Predecessor). As of December 31, 2025

(Successor), the Company does not intend to pay dividends on its common stock for the foreseeable future. Any future

determinations regarding the Company’s dividend policies will be at the discretion of the Board and will depend on then-

current conditions, including the Company’s financial condition, results of operations, contractual restrictions, capital and

regulatory requirements and other factors the Board deems relevant.

Preferred Stock

The Company has authorized the issuance of up to 10 million shares of $0.01 par value preferred stock. As of December 31,

2025 (Successor) and 2024 (Predecessor), no shares of preferred stock have been issued.

Shares Outstanding

As of December 31, 2025 (Successor), the Company had 48,524,809 common shares issued and outstanding. The Company

issued warrants, options and other contingent consideration in acquisitions and strategic partnerships that are expected to result

in the issuance of common shares in future periods resulting from the exercise of warrants and options or the achievement of

certain performance targets. These incremental shares are summarized below:

Penny Warrants (Note 2)	11,619,725
Outstanding awards under Equity Incentive Plans (Note 16)	2,597,041
	14,216,766

59

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accumulated Other Comprehensive Loss

The following table reflects the change in accumulated other comprehensive loss by component:

Predecessor
(in thousands)	Foreign<br><br>Currency<br><br>Translation<br><br>Adjustment(1)	Benefit<br><br>Plans	Cash Flow<br><br>Hedges	Net<br><br>Investment<br><br>Hedges(2)	Total
Accumulated other comprehensive (loss)<br><br>income at December 31, 2023 (Predecessor)	$(177,203)	$886	$(11,246)	$(21,995)	$(209,558)
Other comprehensive (loss) income before<br><br>reclassifications	(79,853)	1,172	16,003	24,843	(37,835)
Reclassifications from accumulated other<br><br>comprehensive (loss) income to earnings	(4,689)	—	(11,031)	5,420	(10,300)
Tax effect	—	(312)	(1,915)	(347)	(2,574)
Net current period other comprehensive (loss)<br><br>income	(84,542)	860	3,057	29,916	(50,709)
Accumulated other comprehensive (loss)<br><br>income at December 31, 2024 (Predecessor)	(261,745)	1,746	(8,189)	7,921	(260,267)
Other comprehensive (loss) income before<br><br>reclassifications	(13,097)	—	1,425	3,655	(8,017)
Reclassifications from accumulated other<br><br>comprehensive (loss) income to earnings	—	—	(105)	7	(98)
Tax effect	—	—	(352)	(976)	(1,328)
Net current period other comprehensive (loss)<br><br>income	(13,097)	—	968	2,686	(9,443)
Accumulated other comprehensive (loss)<br><br>income at February 7, 2025 (Predecessor)	$(274,842)	$1,746	$(7,221)	$10,607	$(269,710)		Successor
---	---	---	---	---	---
(in thousands)	Foreign<br><br>Currency<br><br>Translation<br><br>Adjustment	Benefit<br><br>Plans	Cash Flow<br><br>Hedges(3)	Net<br><br>Investment<br><br>Hedges	Total
Accumulated other comprehensive income<br><br>(loss) at February 8, 2025 (Successor)	$—	$—	$—	$—	$—
Other comprehensive income (loss) before<br><br>reclassifications	172,110	18	(27,057)	(56,773)	88,298
Reclassification from accumulated other<br><br>comprehensive income (loss) to earnings	—	—	4,422	2,063	6,485
Tax effect	(44,275)	—	5,906	14,275	(24,094)
Net current period other comprehensive<br><br>income (loss)	127,835	18	(16,729)	(40,435)	70,689
Amount attributable to non-controlling<br><br>interest	(1,268)	—	—	—	(1,268)
Accumulated other comprehensive income<br><br>(loss) at December 31, 2025 (Successor)	$126,567	$18	$(16,729)	$(40,435)	$69,421

__________________________________

(1)Reclassifications from accumulated other comprehensive (loss) income during the year ended December 31, 2024 (Predecessor) to earnings includes the

foreign currency translation adjustment of $(4.7) million released related to the Company’s sale of the Carved-Out Business (refer to Note 3 “Related

Party Transactions” for further information).

(2)Reclassifications from accumulated other comprehensive (loss) income during the year ended December 31, 2024 (Predecessor) to earnings includes

$9.1 million released as a result of de-designating a EUR-GBP cross currency swap related to the Company’s sale of the Carved-Out Business (refer to

Note 3 “Related Party Transactions” for further information).

(3)As of December 31, 2025 (Successor), approximately $16.9 million of existing gains and losses are estimated to be reclassified into earnings within the

next 12 months.

60

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

18.INCOME TAXES

The components of income (loss) before taxes are as follows:

	Successor	Predecessor
(in thousands)	Period from<br><br>February 8, 2025 to<br><br>December 31, 2025	Period from January<br><br>1, 2025 to February 7,<br><br>2025	Year Ended<br><br>December 31, 2024
Domestic	$(432,530)	$(60,066)	$(456,728)
Foreign	(185,445)	9,706	(95,774)
Total	$(617,975)	$(50,360)	$(552,502)

The components of the provision (benefit) for income taxes are as follows:

	Successor	Predecessor
(in thousands)	Period from<br><br>February 8, 2025 to<br><br>December 31, 2025	Period from January<br><br>1, 2025 to February<br><br>7, 2025	Year Ended<br><br>December 31, 2024
Current taxes
Federal	$(488)	$—	$(3,219)
State	(175)	3	1,390
Foreign	41,959	1,762	(6,866)
	41,296	1,765	(8,695)
Deferred taxes
Federal	19,928	(367)	(18,326)
State	2,744	(734)	(10,789)
Foreign	(16,404)	—	53,062
	6,268	(1,101)	23,947
Provision for income taxes	$47,564	$664	$15,252

61

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A reconciliation of the provision for income taxes to the amount computed by applying the 21% US federal income tax rate to

income (loss) before income taxes after the adoption of ASU 2023-09 is as follows:

	Successor		Predecessor
	Period from February 8, 2025<br><br>to December 31, 2025		Period from January 1, 2025 to<br><br>February 7, 2025
(in thousands, except percentages)	Amount	Percentage	Amount	Percentage
Income tax expense at US Federal Statutory Tax Rate	$(129,774)	21.0%	$(10,576)	21.0%
State and local income taxes, net of federal effect(1)(2)	2,539	(0.4)%	(577)	1.2%
Foreign tax effects:
Gibraltar
Statutory tax rate difference between Gibraltar<br><br>and United States	25,700	(4.2)%	(39)	0.1%
Nondeductible expenses and nontaxable income	(1,944)	0.3%	1,481	(2.9)%
Other	563	(0.1)%	(95)	0.2%
United Kingdom
Statutory tax rate difference between the United<br><br>Kingdom and United States	686	(0.1)%	41	(0.1)%
Changes in valuation allowance	10,357	(1.7)%	134	(0.3)%
Nondeductible expenses and nontaxable income	(20,325)	3.3%	(520)	1.0%
Other	4,999	(0.8)%	(1)	—%
Jersey
Statutory tax rate difference between Jersey and<br><br>United States	25,329	(4.1)%	(901)	1.8%
Other	4,709	(0.8)%	(56)	0.1%
Isle of Man
Statutory tax rate difference between the Isle of<br><br>Man and United States	7,702	(1.2)%	(301)	0.6%
Spain
Provincial tax rate difference between Ceuta and<br><br>United States	(7,920)	1.3%	67	(0.2)%
Greece
Changes in valuation allowance	8,978	(1.5)%	—	—%
Other	(147)	—%	—	—%
Other foreign jurisdictions	5,813	(0.9)%	(86)	0.2%
Effect of cross-border tax laws
Global intangible low-taxed income	(6,742)	1.1%	2,302	(4.6)%
Subpart F income	3,518	(0.6)%	789	(1.6)%
Other	69	—%	—	—%
Changes in valuation allowances	88,531	(14.3)%	6,392	(12.7)%
Nontaxable or nondeductible items
Nondeductible transaction costs	11,241	(1.8)%	2,235	(4.4)%
Other	4,416	(0.7)%	356	(0.7)%
Changes in unrecognized tax benefits	(514)	0.1%	19	—%
Other adjustments
Current period adjustment to deferred tax liability	8,653	(1.4)%	—	—%
Other	1,127	(0.2)%	—	—%
Effective Tax Rate	$47,564	(7.7)%	$664	(1.3)%

__________________________________

(1)The state and local jurisdictions that contribute to the majority of the tax effect in this category for the period from February 8, 2025 to December 31,

2025 (Successor) include Delaware, Illinois, Louisiana, Mississippi, Missouri, Kansas City (Missouri), and Pennsylvania.

(2)The state and local jurisdictions that contribute to the majority of the tax effect in this category for the period from January 1, 2025 to February 7, 2025

(Predecessor) include Rhode Island, Illinois and Indiana.

62

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A reconciliation of the effective rate to the statutory US federal tax rate before the adoption of ASU 2023-09 is as follows:

	Predecessor
(in thousands)	Year Ended<br><br>December 31, 2024
Income tax benefit at statutory federal rate	$(116,025)
State income taxes, net of federal effect	(30,390)
Foreign tax rate adjustment	64,884
Nondeductible professional fees	3,117
Other permanent differences including lobbying expense	(8,906)
Share-based compensation	992
CARES Act	(3,153)
Return to provision adjustments	6,455
Global intangible low-tax income	17,941
Change in uncertain tax positions	681
Change in valuation allowance	79,656
Total provision (benefit) for income taxes	$15,252
Effective income tax rate on continuing operations	(2.8)%

Significant components of the Company’s deferred income taxes are as follows:

	Successor	Predecessor
(in thousands)	December 31, 2025	December 31, 2024
Deferred tax assets:
Interest	$415,119	$283,757
Net operating loss carryforwards	112,748	44,510
Property and equipment	—	26,911
Accrued and other current liabilities	31,693	5,498
Framework Agreement liabilities	6,324	20,344
Share-based compensation	10,529	5,876
Goodwill	12,426	—
Leases	51,153	16,183
Valuation allowance	(275,077)	(234,599)
Total deferred tax assets, net	364,915	168,480
Deferred tax liabilities:
Land	(13,530)	(4,167)
Property and equipment	(91,875)	—
Change in accounting method	—	(281)
Cumulative translation adjustment	(44,275)	—
RI Joint Venture and GLPI Partnership	(174,647)	(175,614)
Revaluation of instruments	(193,254)	—
Amortizable assets	(388,365)	(104,323)
Total deferred tax liabilities	(905,946)	(284,385)
Net deferred tax liabilities	$(541,031)	$(115,905)

The Company does not reinvest undistributed earnings, and accordingly, the Company has determined that no deferred tax

liability is required for undistributed foreign earnings as of December 31, 2025 (Successor) and 2024 (Predecessor). In addition,

the Company has recorded a deferred tax liability to other comprehensive income related to the translation of the financial

statements of foreign subsidiaries as of December 31, 2025 (Successor) and will continue to monitor for future changes.

63

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company’s deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets

and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company will only recognize

a deferred tax asset when, based on available evidence, realization is more likely than not. The Company has assessed its

deferred tax liabilities arising from taxable temporary differences and has concluded such liabilities are not a sufficient source

of income for the realization of deferred tax assets, including indefinite life taxable temporary differences which offset, subject

to limitation, deferred tax assets with unlimited carry overs, such as the Section 163(j) interest limitation. Accordingly, a $275.1

million and $234.6 million valuation allowance has been established as of December 31, 2025 (Successor) and 2024

(Predecessor), respectively.

As of December 31, 2025 (Successor) there was $217.3 million of federal net operating carryforwards subject to a section 382

limitation with an unlimited carryforward period, and $590.1 million of state net operating loss carryforwards, which expire at

various dates through 2045.

The Internal Revenue Code (IRC) Section 382 provides for a limitation of the annual use of net operating loss and tax credit

carryforwards following certain ownership changes (as defined by the IRC Section 382) that limits the Company’s ability to

utilize these carryforwards prior to expiration. Section 382 can also apply when we acquire subsidiaries with net operating loss

carryforwards, as there may be limitations on the use of acquired net operating losses against our taxable income.

From time to time, the Company may be subject to audits covering a variety of tax matters by taxing authorities in any taxing

jurisdiction where the Company conducts business. While the Company believes that the tax returns filed and tax positions

taken are supportable and accurate, some tax authorities may not agree with the positions taken. As of December 31, 2025

(Successor), there was $20.6 million tax contingency accruals and deferred tax asset reductions for uncertain tax positions, of

which $18.1 million would impact the effective tax rate, if recognized. This can give rise to tax uncertainties which, upon audit,

may not be resolved in the Company’s favor. A reconciliation of the beginning and ending balances of the gross liability for

uncertain tax positions is as follows (in thousands):

Uncertain tax position liability at December 31, 2023 (Predecessor)	$29,286
Increases related to tax positions taken during the period	(4,462)
Uncertain tax position liability at December 31, 2024 (Predecessor)	24,824
Decreases related to tax positions taken during the period	(19)
Uncertain tax position liability at February 7, 2025 (Predecessor)	24,805
Uncertain tax position liability at February 8, 2025 (Successor)	$26,747
Decreases related to tax positions taken during prior periods	(586)
Decreases related to settlements with taxing authorities	(5,539)
Uncertain tax position liability at December 31, 2025 (Successor)	$20,622

The Company records interest and penalties related to uncertain tax positions as a component of the income tax provision

(benefit). The Company has reserved interest and penalties on uncertain tax positions of $0.8 million as of December 31, 2025

(Successor). The Company has reserved interest and penalties on uncertain tax positions of $1.0 million as of December 31,

2024 (Predecessor). The Company has recorded a $0.2 million benefit for interest on uncertain tax positions on the consolidated

statements of operations for the period from February 8, 2025 to December 31, 2025 (Successor). The Company has recorded a

$0.3 million provision for interest on uncertain tax positions on the consolidated statements of operations for the year ended

December 31, 2024 (Predecessor).

The Company and its subsidiaries file tax returns in several jurisdictions including the US and various US state and foreign

jurisdictions. The Company remains subject to examination for US federal income tax purposes for the years ended December

31, 2015 through 2025 (Successor), as a result of a 2020 net operating loss carryback claim. The Company remains subject to

examination for state and foreign income tax purposes for the years ended December 31, 2014 through 2025. The Company

settled the appeal of its audit by the State of Colorado during the period from February 8, 2025 to December 31, 2025

(Successor). In addition, the disallowance of a loss carryforward generated in a period outside of the normal statute of

limitations is generally open until the statute of limitations expires in the year of the utilization of the loss.

64

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Income taxes paid, net of refunds received were as follows:

	Successor
(in thousands)	Period from February 8,<br><br>2025 to December 31, 2025
US Federal	$5,226
US state and local
New Jersey	(2,742)
Other states	31
Total	(2,711)
Foreign:
Gibraltar	38,788
United Kingdom	3,548
Spain	2,662
Other foreign jurisdictions	2,601
Total	47,599
Total income taxes paid, net of refunds	$50,114

__________________________________

During the period from January 1, 2025 to February 7, 2025 (Predecessor), cash received from income tax refunds was $0.1 million in the

State of Delaware.

Cash received from income tax refunds, net of cash paid was $2.2 million during the year ended December 31, 2024

(Predecessor).

19.COMMITMENTS AND CONTINGENCIES

Litigation

The Company is a party to other various legal and administrative proceedings which have arisen in the ordinary course of its

business. Estimated losses are accrued for these proceedings when the loss is probable and can be estimated. The current

liability for the estimated losses associated with these proceedings is not material to the Company’s consolidated financial

condition and those estimated losses are not expected to have a material impact on results of operations. Although the Company

maintains what it believes is adequate insurance coverage to mitigate the risk of loss pertaining to covered matters, legal and

administrative proceedings can be costly, time-consuming and unpredictable.

Although no assurance can be given, the Company does not believe that the final outcome of these matters, including costs to

defend itself in such matters, will have a material adverse effect on the company’s consolidated financial statements. Further, no

assurance can be given that the amount or scope of existing insurance coverage will be sufficient to cover losses arising from

such matters.

New York Conveyance Agreement

On November 17, 2025, the Company entered into a Conveyance Agreement (the “Conveyance Agreement”) with the City of

New York (the “City”) and Bally’s New York Operating Company, LLC, a Delaware limited liability company and a

subsidiary of the Company (“Bally’s New York”).  Pursuant to the Conveyance Agreement, the City agreed to (i) dispose of

certain parkland property interests to Bally’s New York (the “Development Parcel”), (ii) alienate certain parkland in order to

grant Bally’s New York a non-exclusive easement over such lands for purposes of accessing the Development Parcel and (iii)

discontinue certain lands as parkland and alienate and transfer jurisdiction of such lands to the City’s Department of

Transportation for use as public roadways (the “Ring Road Parcel”) to facilitate access to the Development Parcel and so the

Development Parcel may be used by the Company for a gaming facility.

The closing of the transactions contemplated by the Conveyance Agreement occurred in February 2026 and was contingent

upon, among other things, (i) Bally’s New York’s agreement to (a) make certain capital improvements to Ferry Point Park in

the Bronx, NY with a fair market value of approximately $161 million and (b) to deliver security instruments to the City to

secure the performance and completion of such capital improvements, (ii) the Company being awarded a downstate gaming

facility license from the New York State Gaming Commission, (iii) payment by Bally’s New York to the City’s Department of

Parks & Recreation of an administrative fee in the amount of $1 million, (iv) Bally’s New York’s agreement to pay for all costs

and expenses for the development and mapping of the Ring Road Parcel and (v) Bally’s New York’s payment of real property

transfer taxes with respect to the transactions contemplated by the Conveyance Agreement.

65

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

New York Gaming License Commitments

In December 2025, the Company was awarded one of New York State’s three downstate commercial casino licenses for its

planned Bally’s Bronx project, requiring the Company to pay a $500 million license fee, which was paid in the first quarter of

2026, as well as post a bond or cash deposit equal to 5% of the total project investment. The Company must also implement its

community benefit commitments, including periodic public reporting, and engage an independent Compliance Monitoring

Team approved by the New York State Gaming Commission to oversee regulatory, anti‑money‑laundering, and

community‑benefit compliance.

Capital Expenditure Commitments

Bally’s Twin River - Pursuant to the terms of the Regulatory Agreement in Rhode Island, the Company is committed to invest

$100 million in its Rhode Island properties over the term of the master contract through June 30, 2043, including an expansion

and the addition of new amenities at Bally’s Twin River. As of December 31, 2025 (Successor), approximately $40.5 million of

the commitment remains.

Bally’s Chicago - Pursuant to the Host Community Agreement with the City of Chicago, the Company’s indirect subsidiary is

required to spend at least $1.34 billion on the design, construction and outfitting of the temporary casino and the permanent

resort and casino. The actual cost of the development may exceed this minimum capital investment requirement. In addition,

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

December 31, 2025 (Successor), approximately $800.0 million of this commitment remains.

Bally’s New York - As noted above pursuant to the Conveyance Agreement, Bally’s New York must spend $161 million in

capital improvements to Ferry Point Park to be completed within 7 years after closing.

City of Chicago Guaranty

In connection with the Host Community Agreement, entered into by Bally’s Chicago Operating Company, LLC (the

“Developer”), a wholly-owned indirect subsidiary of the Company, the Company provided the City of Chicago with a

performance guaranty whereby the Company agreed to have and maintain available financial resources in an amount reasonably

sufficient to allow the Developer to complete its obligations under the Host Community Agreement. In addition, upon notice

from the City of Chicago that the Developer has failed to perform various obligations under the Host Community Agreement,

the Company has agreed to indemnify the City of Chicago against any and all liability, claim or reasonable and documented

expense the City of Chicago may suffer or incur by reason of any nonperformance of any of the Developer’s obligations.

Bally’s Chicago Casino Fees

Under the Illinois Gambling Act, the Company will be responsible to pay the Illinois Gaming Board a reconciliation fee

payment three years after the date operations commenced (in a temporary or permanent facility) in an amount equal to 75% of

the adjusted gross receipt (“AGR”) for the most lucrative 12-month period of operations, minus the amount equal to the initial

payment per gaming position paid.

Performance and other bonds

Certain contracts require the Company to provide a surety bond as a guarantee of performance for the benefit of customers.

These bonds give beneficiaries the right to obtain payment and/or performance from the issuer of the bond if certain specified

events occur. In the case of performance bonds, such events include the Company’s failure to perform its required obligations

under the applicable contracts. In general, the Company would only be liable for these guarantees in the event of breach of its

obligations and failure to perform under each applicable contract, which the Company determined is not probable. Accordingly,

no liability has been recorded as of December 31, 2025 (Successor) and 2024 (Predecessor) related to these bonds.

Sponsorship Commitments

As of December 31, 2025 (Successor), the Company has entered into multiple sponsorship agreements with various

professional sports leagues and teams. These agreements commit a total of $114.9 million through 2036 and grant the Company

rights to use official league marks for branding and promotions, among other benefits.

66

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Interactive Technology Commitments

The Company has certain multi-year agreements with its various market access and content providers, as well as its online

sports betting platform partners, that require the Company to pay variable fees based on revenue, with minimum annual

guarantees. As of December 31, 2025 (Successor), the cumulative minimum obligation committed in these agreements is $32.1

million through 2029.

Collective Bargaining Agreements

As of December 31, 2025 (Successor), the Company 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 (Successor), the Company had 36 collective bargaining agreements

covering approximately 3,679 employees. All collective bargaining agreements are in good standing and most have been

renegotiated with terms between three and five years. There can be no assurance that we will be able to extend or enter into

replacement agreements. If the Company is able to extend or enter into replacement agreements, there can be no assurance as to

whether the terms will be on comparable terms to the existing agreements.

20.SEGMENT REPORTING

During the first quarter of 2025, the Company moved a component of the North America Interactive operating segment into a

separate operating segment, which is reported in the Corporate & Other category. In the fourth quarter of 2025, the Company

further updated its operating and reportable segments in connection with the Intralot Transaction. These changes were made to

better align with the Company’s strategic growth initiatives and how its chief operating decision maker evaluates performance

and allocates resources. As a result, the Company determined it had four operating and reportable segments: Casinos & Resorts,

Bally's Intralot B2B, Bally's Intralot B2C, and North America Interactive. Prior period reportable segment results and related

disclosures have been conformed to reflect the Company’s current reportable segments.

The Company’s four reportable segments as of December 31, 2025 (Successor) include:

Casinos & Resorts - Includes 19 casino and resort properties, one horse racetrack and one golf course.

Bally's Intralot B2B - Includes Intralot’s B2B global lottery and technology services operations and the Company’s licensing

business.

Bally's Intralot B2C - Includes the Company’s interactive European gaming operations, Intralot’s B2C lottery operations, as

well as one casino property, Bally's Newcastle, in the UK.

North America Interactive - A portfolio of sports betting and iGaming offerings in the United States and Canada.

The “Corporate & Other” category includes interest expense, select immaterial operating segments, unallocated corporate

operating expenses, and other adjustments, such as the elimination of inter-segment transactions, to reconcile with the

Company's consolidated results. This category further accounts for other expenses such as share-based compensation,

acquisition and transaction costs, and other non-recurring charges.

The Company’s chief operating decision maker is its Executive Committee, consisting of the Chief Executive Officer,

President, and Chief Financial Officer. The Company uses consolidated Adjusted EBITDA and segment Adjusted EBITDAR to

analyze the performance of its business and they are used as determining factors for performance-based compensation for

members of the Company’s management team. The Company uses consolidated Adjusted EBITDA and segment Adjusted

EBITDAR when evaluating the operating performance of the business because management believes that the inclusion or

exclusion of certain recurring and non-recurring items is necessary to provide a more fulsome understanding of the core

operating results and as a means to evaluate period-to-period performance.

Management believes segment Adjusted EBITDAR is representative of its ongoing business operations including its ability to

service debt and to fund capital expenditures, acquisitions and operations, in addition to it being a commonly used measure of

performance in the gaming industry and used by industry analysts to evaluate operations and operating performance.

67

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2025 (Successor), the Company’s operations were predominately in the US and Europe with a less

substantive footprint in other countries world-wide. For geographical reporting purposes, revenue generated outside of the US

consists primarily of revenue from the UK. Revenue generated from the UK represented approximately 28% and 32% of total

revenue, respectively, during the period from February 8, 2025 to December 31, 2025 (Successor) and the period from January

1, 2025 to February 7, 2025 (Predecessor). During the year ended December 31, 2024 (Predecessor), revenue generated outside

of the US consisted primarily of revenue from the UK and Japan of approximately 28% and 6% of total revenue, respectively.

The Company does not have any revenues from any individual customers that exceed 10% of total reported revenues.

The following table sets forth revenue and Adjusted EBITDAR for the Company’s four reportable segments and reconciles

Adjusted EBITDAR on a consolidated basis to net loss. The Other category is included in the following tables in order to

reconcile the segment information to the Company’s consolidated financial statements.

68

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Successor	Predecessor
	Period from<br><br>February 8,<br><br>2025 to<br><br>December 31,<br><br>2025	Period from<br><br>January 1,<br><br>2025 to<br><br>February 7,<br><br>2025	Year Ended<br><br>December 31,<br><br>2024
(in thousands)
Revenue
Casinos & Resorts	$1,382,438	$124,299	$1,363,113
Bally's Intralot B2B	97,354	3,720	6,861
Bally's Intralot B2C	752,996	75,265	902,632
North America Interactive	196,310	16,941	170,317
Corporate & Other	7,091	273	7,555
Total	$2,436,189	$220,498	$2,450,478
Adjusted EBITDAR(1)
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
Operating (expense) income:
Rent expense associated with triple net operating leases(2)	(159,228)	(15,669)	(118,919)
Depreciation and amortization	(293,118)	(22,343)	(379,544)
Transaction costs	(100,488)	(5,106)	(41,060)
Restructuring	—	—	(17,921)
Tropicana Las Vegas demolition and closure costs	(28,332)	(2,605)	(59,838)
Share-based compensation	(31,111)	(1,954)	(14,752)
Gain on sale-leaseback, net	—	—	86,254
Impairment charges	(181,620)	—	(248,879)
Loss on disposal of business	—	—	(27,796)
Merger Agreement and Intralot Transaction costs(3)	(63,161)	(11,233)	(14,808)
Payment service provider write-off (4)	—	—	(6,333)
Other	(57,881)	(1,915)	(29,262)
Loss from operations	(277,702)	(20,766)	(258,328)
Other income (expense)
Interest expense, net	(365,233)	(27,229)	(289,629)
Other	24,960	(2,365)	(4,545)
Total other expense, net	(340,273)	(29,594)	(294,174)
Loss before income taxes	(617,975)	(50,360)	(552,502)
Provision for income taxes	(47,564)	(664)	(15,252)
Net loss	$(665,539)	$(51,024)	$(567,754)

__________________________________

(1)Adjusted EBITDAR is defined as earnings, or loss, for the Company before interest expense, net of interest income, provision (benefit) for income taxes,

depreciation and amortization, non-operating (income) expense, acquisition, integration and restructuring expense, share-based compensation, and certain

other gains or losses as well as, when presented for our reporting segments, an adjustment related to the allocation of corporate cost among segments, plus

rent expense associated with triple net operating leases.

(2)Consists primarily of the operating lease components contained within certain triple net leases with GLPI. Refer to Note 15 “Leases” for further

information.

(3)Costs incurred in connection with the Merger Agreement and Intralot Transaction discussed in Note 1 “General Information.”

69

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(4)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. The Company was not able to

recover the full amount due from the payment service provider, resulting in a write down to the recoverable amount. In addition to amounts recovered, the

Company received $5.1 million from the PSP as a signing bonus for entering into an extension agreement.

The following table sets forth significant segment expenses and other segment items by reportable segment:

(in thousands)	Casinos &<br><br>Resorts	Bally's<br><br>Intralot B2B	Bally's<br><br>Intralot B2C	North<br><br>America<br><br>Interactive
Period from February 8, 2025 to December 31,<br><br>2025 (Successor)
Revenue	$1,382,438	$97,354	$752,996	$196,310
Less: segment expenses
Marketing costs	60,679	1,353	81,914	47,513
Gaming tax	187,963	249	148,120	38,307
Compensation	388,994	25,986	78,014	26,633
Other direct costs	—	5,943	74,549	47,420
Casino property costs	153,110	—	—	—
General and administrative	70,073	16,108	40,415	27,729
Other segment items(1)	150,845	12,946	32,196	13,715
Segment EBITDAR	$370,774	$34,769	$297,788	$(5,007)
Period from January 1, 2025 to February 7, 2025<br><br>(Predecessor)
Revenue	$124,299	$3,720	$75,265	$16,941
Less: segment expenses
Marketing costs	8,814	—	8,362	5,055
Gaming tax	20,917	—	16,535	6,461
Compensation	41,381	—	8,492	3,213
Other direct costs	—	—	8,183	8,355
Casino property costs	26,653	—	—	—
General and administrative	10,712	—	6,261	2,220
Other Segment Items(1)	(7,732)	—	2,212	(2,702)
Segment EBITDAR	$23,554	$3,720	$25,220	$(5,661)
Year Ended December 31, 2024 (Predecessor)
Revenue	$1,363,113	$6,861	$902,632	$170,317
Less: segment expenses
Marketing costs	89,245	—	118,449	51,927
Gaming tax	190,505	—	158,691	48,015
Compensation	393,160	—	97,431	38,057
Other direct costs	—	—	134,192	57,065
Casino property costs	141,218	—	—	—
General and administrative	73,143	—	64,359	22,863
Other segment items(1)	105,324	—	(89)	(20,112)
Segment EBITDAR	$370,518	$6,861	$329,599	$(27,498)

__________________________________

(1)Other Segment Items primarily includes Gaming and non-gaming expenses within our Casinos & Resorts reportable segment, and certain other

immaterial costs and allocations within each of the Company’s reportable segments.

70

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Successor	Predecessor
	Period from<br><br>February 8,<br><br>2025 to<br><br>December 31,<br><br>2025	Period from<br><br>January 1,<br><br>2025 to<br><br>February 7,<br><br>2025	Year Ended<br><br>December 31,<br><br>2024
(in thousands)
Capital Expenditures
Casinos & Resorts	$60,783	$5,306	$60,373
Bally's Intralot B2B	5,360	—	—
Bally's Intralot B2C	5,017	148	706
North America Interactive	818	—	2,147
Corporate & Other(1)	95,891	10,970	136,601
Total	$167,869	$16,424	$199,827

__________________________________

(1)Includes $95.3 million, $11.0 million, and $133.6 million related to our future Bally’s Chicago project during the period from February 8, 2025 to

December 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the year ended December 31, 2024 (Predecessor),

respectively.

Total assets are not regularly reviewed for each operating segment when assessing segment performance or allocating resources

and accordingly, are not presented.

21.LOSS PER SHARE

Diluted earnings per share includes the determinants of basic earnings per share and, in addition, reflects the dilutive effect of

the common stock deliverable for stock options, using the treasury stock method, and for RSUs, RSAs and PSUs for which

future service is required as a condition to the delivery of the underlying common stock.

	Successor	Predecessor
	Period from<br><br>February 8,<br><br>2025 to<br><br>December 31,<br><br>2025	Period from<br><br>January 1,<br><br>2025 to<br><br>February 7,<br><br>2025	Year Ended<br><br>December 31,<br><br>2024
(in thousands, except per share data)
Net loss attributable to Bally’s Corporation	$(650,074)	$(51,024)	$(567,754)
Weighted average common shares outstanding, basic	60,556,906	48,742,859	48,468,887
Weighted average effect of dilutive securities	—	—	—
Weighted average common shares outstanding, diluted	60,556,906	48,742,859	48,468,887
Basic loss per share	$(10.73)	$(1.05)	$(11.71)
Diluted loss per share	$(10.73)	$(1.05)	$(11.71)
Anti-dilutive shares excluded from the calculation of diluted earnings per<br><br>share	464,405	5,056,640	5,377,457

The Company has Penny Warrants which participate in dividends with the Company’s common stock subject to certain

contingencies. In the period in which the contingencies are met, those instruments are participating securities to which income

will be allocated using the two-class method. The Penny Warrants were considered exercisable for little to no consideration and

are therefore included in basic shares outstanding at their issuance date. Refer to Note 2 “Summary of Significant Accounting

Policies” for further information regarding the Framework Agreement.

71

BALLY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

22.SUBSEQUENT EVENTS

New Term Loan Facility

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

Term Loans were provided by funds managed by Ares Management Credit, King Street Capital Management, and TPG Credit.

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

customary exceptions and exclusions.

Term Loan Facility and Revolving Credit Facility Repayments

On February 11, 2026, the Company repaid in full the outstanding balance under its Term Loan Facility, resulting in cash

payments of $1.48 billion. Additionally, in February 2026, the Company paid down $448.0 million of amounts outstanding

under its Revolving Credit Facility, which had been drawn in January 2026 to fund the New York gaming license fee.

72

ITEM 15.EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

a.Documents filed as a part of this Annual Report on Form 10-K.

1.Financial Statements. The Financial Statements filed as part of this Annual Report on Form 10-K are listed in the

Index to Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

2.Financial Statement Schedules. All schedules have been omitted because they are either not required or the

information required is included in our consolidated financial statements or the notes thereto included in Item 8

hereof.

3.Exhibits.

Exhibit<br><br>Number	Description of Exhibit
2.1#	Agreement and Plan of Merger, dated as of July 25, 2024, by and among Parent, Queen, Merger Sub I, Mergerhttps://www.sec.gov/Archives/edgar/data/1747079/000174707924000082/ex21-mergeragreement.htm<br><br>Sub II, the Company and, solely for purposes of specified provisions of the Merger Agreement, SG Gaminghttps://www.sec.gov/Archives/edgar/data/1747079/000174707924000082/ex21-mergeragreement.htm<br><br>(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-38850)https://www.sec.gov/Archives/edgar/data/1747079/000174707924000082/ex21-mergeragreement.htm<br><br>filed July 25, 2024)
2.2#	Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 27, 2024, by and among thehttps://www.sec.gov/Archives/edgar/data/1747079/000121390024073433/ea021259001ex2-1_ballys.htm<br><br>Company, Parent, Queen, Merger Sub I, Merger Sub II, and, solely for purposes of specified provisions of thehttps://www.sec.gov/Archives/edgar/data/1747079/000121390024073433/ea021259001ex2-1_ballys.htm<br><br>Merger Agreement, SG Gaming. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report onhttps://www.sec.gov/Archives/edgar/data/1747079/000121390024073433/ea021259001ex2-1_ballys.htm<br><br>Form 8-K (File No. 001-38850) filed August 28, 2024)
2.3#	Amendment No. 2 to the Agreement and Plan of Merger, dated as of September 30, 2024, by and among Parent,https://www.sec.gov/Archives/edgar/data/1747079/000121390024083589/ea021597101ex2-1_bally.htm<br><br>Queen, Merger Sub I, Merger Sub II, the Company and, solely for purposes of specified provisions of the Mergerhttps://www.sec.gov/Archives/edgar/data/1747079/000121390024083589/ea021597101ex2-1_bally.htm<br><br>Agreement, SG Gaming (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-Khttps://www.sec.gov/Archives/edgar/data/1747079/000121390024083589/ea021597101ex2-1_bally.htm<br><br>(File No. 001-38850) filed October 1, 2024))
2.4	Transaction Agreement, dated as of July 18, 2025, by and among Bally’s Corporation and Intralot S.A. –<br><br>Integrated Lottery Systems and Services (incorporated by reference to the Company’s Form 10-Q (File No.https://www.sec.gov/Archives/edgar/data/1747079/000174707925000140/ex21-transactionagreementb.htm<br><br>001-38850) filed on November 12, 2025)
3.1	Sixth Amended and Restated Certificate of Incorporation of Bally’s Corporation (incorporated by reference tohttps://www.sec.gov/Archives/edgar/data/1747079/000121390025013607/ea022951801ex3-1_ballys.htm<br><br>Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-38850) filed on February 13, 2025)
3.2	Second Amended and Restated Bylaws of Bally’s Corporation (incorporated by reference to Exhibit 3.2 to thehttps://www.sec.gov/Archives/edgar/data/1747079/000121390025013607/ea022951801ex3-2_ballys.htm<br><br>Company’s Current Report on Form 8-K (File No. 001-38850) filed February 13, 2025)
4.1	Form of Certificate of Common Stock of Twin River Worldwide Holdings, Inc. (incorporated by reference tohttps://www.sec.gov/Archives/edgar/data/1747079/000114420419002877/tv509801_ex4-1.htm<br><br>Exhibit 4.1 to the Company’s Registration Statement on Form S-4/A (File No. 333-228973) filed on January 25,https://www.sec.gov/Archives/edgar/data/1747079/000114420419002877/tv509801_ex4-1.htm<br><br>2019)
4.2	Indenture, dated as of August 20, 2021, among Premier Entertainment Sub, LLC, Premier Entertainment Financehttps://www.sec.gov/Archives/edgar/data/1747079/000110465921108169/tm2125577d1_ex4-1.htm<br><br>Corp. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’shttps://www.sec.gov/Archives/edgar/data/1747079/000110465921108169/tm2125577d1_ex4-1.htm<br><br>Current Report on Form 8-K (File No. 001-38850) filed on August 20, 2021)
4.3	First Supplemental Indenture, dated as of October 1, 2021, among Premier Entertainment Sub, LLC, Premierhttps://www.sec.gov/Archives/edgar/data/1747079/000110465921123930/tm2128881d1_ex4-1.htm<br><br>Entertainment Finance Corp., the guarantors party thereto and U.S. Bank National Association, as trusteehttps://www.sec.gov/Archives/edgar/data/1747079/000110465921123930/tm2128881d1_ex4-1.htm<br><br>(incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-38850)https://www.sec.gov/Archives/edgar/data/1747079/000110465921123930/tm2128881d1_ex4-1.htm<br><br>filed on October 7, 2021)
4.4	Second Supplemental Indenture, dated as of April 13, 2022, among the guarantors party thereto and U.S. Bankhttps://www.sec.gov/Archives/edgar/data/1747079/000174707923000031/ex44-secondsupplementalind.htm<br><br>Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.4 to the Company’shttps://www.sec.gov/Archives/edgar/data/1747079/000174707923000031/ex44-secondsupplementalind.htm<br><br>Annual Report on Form 10-K (File No. 001-38850) filed on March 1, 2023)
4.5	Third Supplemental Indenture, dated as of December 30, 2022, among the guarantors party thereto and U.S.https://www.sec.gov/Archives/edgar/data/1747079/000174707923000031/ex45-thirdsupplementalinde.htm<br><br>Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.5 to thehttps://www.sec.gov/Archives/edgar/data/1747079/000174707923000031/ex45-thirdsupplementalinde.htm<br><br>Company’s Annual Report on Form 10-K (File No. 001-38850) filed on March 1, 2023)
4.6	Description of Registrant’s Securities (incorporated by reference to Exhibit 4.6 to the Company’s Annual Reporthttps://www.sec.gov/Archives/edgar/data/1747079/000174707926000019/ex46-2025descriptionofregi.htm<br><br>on Form 10-K (File No. 001-38850) filed on March 23, 2026)

73

Exhibit<br><br>Number	Description of Exhibit
4.7	Form of Warrant (incorporated by reference to Exhibit 4.6 to the Company’s Annual Report on Form 10-K (Filehttps://www.sec.gov/Archives/edgar/data/0001747079/000174707921000071/ex46formofwarrant.htm<br><br>No. 001-38850) filed on March 10, 2021)
4.8	Form of Option Agreement (incorporated by reference to Exhibit 4.7 to the Company’s Annual Report on Formhttps://www.sec.gov/Archives/edgar/data/0001747079/000174707921000071/ex47formofoptionagreement.htm<br><br>10-K (File No. 001-38850) filed on March 10, 2021)
10.1	License Agreement, dated May 15, 2003, by and between Hard Rock Hotel Licensing, Inc., Premierhttps://www.sec.gov/Archives/edgar/data/1747079/000114420419002877/tv509801_ex10-1.htm<br><br>Entertainment Biloxi LLC, and Premier Entertainment, LLC (incorporated by reference to Exhibit 10.1 to thehttps://www.sec.gov/Archives/edgar/data/1747079/000114420419002877/tv509801_ex10-1.htm<br><br>Company’s Registration Statement on Form S-4/A (File No. 333-228973) filed on January 25, 2019)
10.2	First Letter Agreement, dated April 4, 2006, by and between Hard Rock Hotel Licensing, Inc., Premierhttps://www.sec.gov/Archives/edgar/data/1747079/000114420419002877/tv509801_ex10-2.htm<br><br>Entertainment Biloxi LLC, and Premier Entertainment, LLC (incorporated by reference to Exhibit 10.2 to thehttps://www.sec.gov/Archives/edgar/data/1747079/000114420419002877/tv509801_ex10-2.htm<br><br>Company’s Registration Statement on Form S-4/A (File No. 333-228973) filed on January 25, 2019)
10.3	First Amendment to Hard Rock License Agreement, dated May 10, 2007, by and between Hard Rock Hotelhttps://www.sec.gov/Archives/edgar/data/1747079/000114420419002877/tv509801_ex10-3.htm<br><br>Licensing, Inc., Premier Entertainment Biloxi LLC, and Premier Entertainment Biloxi LLC (incorporated byhttps://www.sec.gov/Archives/edgar/data/1747079/000114420419002877/tv509801_ex10-3.htm<br><br>reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-4/A (File No. 333-228973) filedhttps://www.sec.gov/Archives/edgar/data/1747079/000114420419002877/tv509801_ex10-3.htm<br><br>on January 25, 2019)
10.4	Second Amendment to Hard Rock License Agreement, dated July 10, 2014, by and between Hard Rock Hotelhttps://www.sec.gov/Archives/edgar/data/1747079/000114420419002877/tv509801_ex10-4.htm<br><br>Licensing, Inc., Premier Entertainment Biloxi LLC, and Premier Entertainment Biloxi LLC, and Twin Riverhttps://www.sec.gov/Archives/edgar/data/1747079/000114420419002877/tv509801_ex10-4.htm<br><br>Management Group, Inc. (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement onhttps://www.sec.gov/Archives/edgar/data/1747079/000114420419002877/tv509801_ex10-4.htm<br><br>Form S-4/A (File No. 333-228973) filed on January 25, 2019)
10.5**	Bally’s Corporation 2021 Equity Incentive Plan (incorporated by reference to Annex B to the Registrant’shttps://www.sec.gov/Archives/edgar/data/1747079/000174707921000102/def14a-2021proxy.htm<br><br>Definitive Proxy Statement on Schedule 14A (File No. 001-38850) filed April 8, 2021)
10.6**	Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.28 to the Company’shttps://www.sec.gov/Archives/edgar/data/1747079/000114420419002877/tv509801_ex10-28.htm<br><br>Registration Statement on Form S-4/A (File No. 333-228973) filed on January 25, 2019)
10.7**	Form of Restricted Stock Unit Award Agreement (Performance-Based) (incorporated by reference to Exhibithttps://www.sec.gov/Archives/edgar/data/1747079/000114420419002877/tv509801_ex10-29.htm<br><br>10.29 to the Company’s Registration Statement on Form S-4/A (File No. 333-228973) filed on January 25, 2019)https://www.sec.gov/Archives/edgar/data/1747079/000114420419002877/tv509801_ex10-29.htm
10.8**	Form Restricted Stock Unit Award Agreement (Performance-Based) (incorporated by reference to Exhibit 10.39https://www.sec.gov/Archives/edgar/data/1747079/000174707920000038/a2020psuagreementform-.htm<br><br>to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 001-38850)https://www.sec.gov/Archives/edgar/data/1747079/000174707920000038/a2020psuagreementform-.htm<br><br>filed on March 13, 2020)
10.9**	Form Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.40 to the Registrant’shttps://www.sec.gov/Archives/edgar/data/1747079/000174707920000038/a2020rsuagreementform-.htm<br><br>Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 001-38850) filed on March 13,https://www.sec.gov/Archives/edgar/data/1747079/000174707920000038/a2020rsuagreementform-.htm<br><br>2020)
10.10**	Employment Agreement, effective as of March 29, 2016, by and between Twin River Management Group, Inc.https://www.sec.gov/Archives/edgar/data/1747079/000114420419002877/tv509801_ex10-31.htm<br><br>and George Papanier (incorporated by reference to Exhibit 10.31 to the Company’s Registration Statement onhttps://www.sec.gov/Archives/edgar/data/1747079/000114420419002877/tv509801_ex10-31.htm<br><br>Form S-4/A (File No. 333-228973) filed on January 25, 2019)
10.11**	Amendment No 1. to Employment Agreement, dated as of January 13, 2020, by and among Twin Riverhttps://www.sec.gov/Archives/edgar/data/1747079/000174707920000009/ex101amendno1toemploym.htm<br><br>Worldwide Holdings, Inc. and George Papanier (incorporated by reference to Exhibit 10.1 to the Company’shttps://www.sec.gov/Archives/edgar/data/1747079/000174707920000009/ex101amendno1toemploym.htm<br><br>Form 8-K (File No. 001-38850) filed on January 16, 2020)
10.12**	Amendment No. 2 Employment Agreement, January 20, 2021, by and between Bally’s Corporation and Georgehttps://www.sec.gov/Archives/edgar/data/0001747079/000174707921000071/ex1037employmentagreement-.htm<br><br>Papanier (incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K for thehttps://www.sec.gov/Archives/edgar/data/0001747079/000174707921000071/ex1037employmentagreement-.htm<br><br>year ended December 31, 2020 (File No. 001-38850) filed on March 10, 2021)
10.13**	Amendment No. 3 to Employment Agreement, dated February 13, 2023, by and between Bally’s Corporationhttps://www.sec.gov/Archives/edgar/data/1747079/000174707923000019/ex103papanieremploymentame.htm<br><br>and George Papanier (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K (File No.https://www.sec.gov/Archives/edgar/data/1747079/000174707923000019/ex103papanieremploymentame.htm<br><br>001-38850) filed on February 13, 2023)
10.14**	Employment Agreement, effective July 10, 2013, by and between Twin River Management Group, Inc. andhttps://www.sec.gov/Archives/edgar/data/1747079/000174707920000038/craigeatonemploymentag.htm<br><br>Craig L. Eaton (incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K forhttps://www.sec.gov/Archives/edgar/data/1747079/000174707920000038/craigeatonemploymentag.htm<br><br>the year ended December 31, 2019 (File No. 001-38850) filed on March 13, 2020)

74

Exhibit<br><br>Number	Description of Exhibit
10.15**	Employment Agreement, dated May 8, 2023, by and between Bally’s Corporation and Marcus Gloverhttps://www.sec.gov/Archives/edgar/data/1747079/000174707923000054/ex101marcusglover-employme.htm<br><br>(incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 001-38850) filed May 9, 2023)
10.16**	Form of Robeson Reeves Service Agreement, effective October 1, 2021 (incorporated by reference to Exhibithttps://www.sec.gov/Archives/edgar/data/1747079/000174707922000107/ex1044-robesonreevesemploy.htm<br><br>10.44 to the Company’s Annual Report on Form 10-K (File No. 001-38850) filed on March 1, 2022)
10.17**	Amendment No. 1 to Service Agreement, dated June 1, 2022, by and between Bally’s Corporation and Robesonhttps://www.sec.gov/Archives/edgar/data/1747079/000174707923000031/ex1043-robesonreevesfirsta.htm<br><br>Reeves (incorporated by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K (File No.https://www.sec.gov/Archives/edgar/data/1747079/000174707923000031/ex1043-robesonreevesfirsta.htm<br><br>001-38850) filed on March 1, 2023)
10.18**	Amendment No. 2 to Service Agreement, dated February 13, 2023, by and between Bally’s Corporation andhttps://www.sec.gov/Archives/edgar/data/1747079/000174707923000019/ex102amendmenttoagreement-.htm<br><br>Robeson Reeves (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K (File No. 001-38850)https://www.sec.gov/Archives/edgar/data/1747079/000174707923000019/ex102amendmenttoagreement-.htm<br><br>filed on February 13, 2023)
10.19**	Form of Kim Barker Lee Employment Agreement, effective December 7, 2022 (incorporated by reference tohttps://www.sec.gov/Archives/edgar/data/1747079/000174707923000031/ex1045-kimbarkerleeemploym.htm<br><br>Exhibit 10.45 to the Company’s Annual Report on Form 10-K (File No. 001-38850) filed on March 1, 2023)
10.20	Credit Agreement, dated October 1, 2021, among Bally’s Corporation, the subsidiary guarantors party thereto,https://www.sec.gov/Archives/edgar/data/0001747079/000110465921123930/tm2128881d1_ex10-1.htm<br><br>the lenders party thereto and Deutsche Bank AG New York Branch, as administrative agent and collateral agenthttps://www.sec.gov/Archives/edgar/data/0001747079/000110465921123930/tm2128881d1_ex10-1.htm<br><br>(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-38850)https://www.sec.gov/Archives/edgar/data/0001747079/000110465921123930/tm2128881d1_ex10-1.htm<br><br>filed on October 7, 2021)
10.21	Amended and Restated Ground Lease, dated July 17, 2025, by and between Bally’s Chicago Operatinghttps://www.sec.gov/Archives/edgar/data/1935799/000110465925074264/tm2310971d51_ex10-20.htm<br><br>Company, LLC and GLP Capital, L.P. (incorporated by reference to Exhibit 10.20 to the registration statementhttps://www.sec.gov/Archives/edgar/data/1935799/000110465925074264/tm2310971d51_ex10-20.htm<br><br>on Form S-1 filed by Bally’s Chicago, Inc. (File No. 333-283772) on August 5, 2025)
10.22	First Amendment to Credit Agreement, dated June 23, 2023, among Bally’s Corporation, the subsidiaryhttps://www.sec.gov/Archives/edgar/data/1747079/000174707923000089/ex101-firstamendmenttocred.htm<br><br>guarantors party thereto, the lenders party thereto and Deutsche Bank AG New York Branch, as administrativehttps://www.sec.gov/Archives/edgar/data/1747079/000174707923000089/ex101-firstamendmenttocred.htm<br><br>agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Formhttps://www.sec.gov/Archives/edgar/data/1747079/000174707923000089/ex101-firstamendmenttocred.htm<br><br>10-Q (File 001-38850) filed on November 3, 2023)
10.23	Development Agreement, date July 17, 2025, by and between Bally’s Chicago Operating Company, LLC andhttps://www.sec.gov/Archives/edgar/data/1935799/000110465925074264/tm2310971d51_ex10-21.htm<br><br>GLP Capital, L.P. (incorporated by reference to Exhibit 10.21 to the registration statement on Form S-1 filed byhttps://www.sec.gov/Archives/edgar/data/1935799/000110465925074264/tm2310971d51_ex10-21.htm<br><br>Bally’s Chicago, Inc. (File No. 333-283772) on August 5, 2025)
10.24	Amendment to Credit Agreement, dated as of September 11, 2025, by and among the Company, the subsidiarieshttps://www.sec.gov/Archives/edgar/data/1747079/000121390025087016/ea025680901ex1-1_ballys.htm<br><br>of the Company party thereto as guarantors, Deutsche Bank AG New York Branch, as administrative agent andhttps://www.sec.gov/Archives/edgar/data/1747079/000121390025087016/ea025680901ex1-1_ballys.htm<br><br>collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 1.1 to the Company’s Currenthttps://www.sec.gov/Archives/edgar/data/1747079/000121390025087016/ea025680901ex1-1_ballys.htm<br><br>Report on Form 8-K (File No. 001-38850) filed on September 12, 2025)
10.25	Incremental Joinder Agreement, dated as of September 29, 2025, by and among Jefferies Finance LLC, Bally’shttps://www.sec.gov/Archives/edgar/data/1747079/000121390025093356/ea025913601ex10-1_ballys.htm<br><br>Corporation, and Deutsche Bank AG New York Branch (incorporated by reference to Exhibit 10.1 to thehttps://www.sec.gov/Archives/edgar/data/1747079/000121390025093356/ea025913601ex10-1_ballys.htm<br><br>Company’s Current Report on Form 8-K (File No. 001-38850) filed on September 30, 2025)
10.26	Amended and Restated Regulatory Agreement, dated March 1, 2024, by and among the Rhode Islandhttps://www.sec.gov/Archives/edgar/data/0001747079/000174707924000020/ex1048-riregulatoryagreeme.htm<br><br>Department of Business Regulation, the State Lottery Division of the Rhode Island Department of Revenue,https://www.sec.gov/Archives/edgar/data/0001747079/000174707924000020/ex1048-riregulatoryagreeme.htm<br><br>Bally’s Corporation, Bally’s Management Group, LLC, UTGR, LLC, Twin River-Tiverton, LLC, and Bally’s RIhttps://www.sec.gov/Archives/edgar/data/0001747079/000174707924000020/ex1048-riregulatoryagreeme.htm<br><br>iCasino, LLC (incorporated by reference to Exhibit 10.48 to the Company’s Annual Report on Form 10-K (Filehttps://www.sec.gov/Archives/edgar/data/0001747079/000174707924000020/ex1048-riregulatoryagreeme.htm<br><br>No. 001-38850) filed on March 15, 2024)
10.27**	Bally’s Corporation 2021 Equity Incentive Plan - Performance Unit Award Agreement (incorporated byhttps://www.sec.gov/Archives/edgar/data/1747079/000174707922000107/ex1047-ballyscorporation20.htm<br><br>reference to Exhibit 10.47 to the Company’s Annual Report on Form 10-K (File No. 001-38850) filed on Marchhttps://www.sec.gov/Archives/edgar/data/1747079/000174707922000107/ex1047-ballyscorporation20.htm<br><br>1, 2022)
10.28**	Bally’s Corporation 2021 Equity Incentive Plan - Restricted Stock Unit Award Agreement (incorporated byhttps://www.sec.gov/Archives/edgar/data/1747079/000174707922000107/ex1048-ballyscorporation20.htm<br><br>reference to Exhibit 10.48 to the Company’s Annual Report on Form 10-K (File No. 001-38850) filed on Marchhttps://www.sec.gov/Archives/edgar/data/1747079/000174707922000107/ex1048-ballyscorporation20.htm<br><br>1, 2022)
10.29	Bally’s Corporation Amended and Restated 2021 Equity Incentive Plan (incorporated by reference to Annex Ahttps://www.sec.gov/ix?doc=/Archives/edgar/data/1747079/000174707925000071/baly-20250404.htm<br><br>to the Company’s Definitive Proxy Statement on Schedule 14A (File No. 001-38850) filed on April 4, 2025.

75

Exhibit<br><br>Number	Description of Exhibit
10.30	Note Purchase Agreement, dated February 7, 2025, by and among the Company, the subsidiaries of thehttps://www.sec.gov/Archives/edgar/data/1747079/000121390025013607/ea022951801ex10-1_ballys.htm<br><br>Company party thereto as guarantors, Alter Domus (US) LLC as note agent and collateral agent, and thehttps://www.sec.gov/Archives/edgar/data/1747079/000121390025013607/ea022951801ex10-1_ballys.htm<br><br>purchasers party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-<br><br>K (File No. 001-38850) filed on February 13, 2025)
10.31	Binding Term Sheet, dated as of July 11, 2024, by and among Bally’s Corporation and Gaming and Leisurehttps://www.sec.gov/Archives/edgar/data/1747079/000174707924000077/ex101-chicagotermsheet.htm<br><br>Properties, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (Filehttps://www.sec.gov/Archives/edgar/data/1747079/000174707924000077/ex101-chicagotermsheet.htm<br><br>No. 001-38850) filed on July 12, 2024)
10.32**	Employment Agreement, dated March 10, 2025, by and between Bally's Corporation and Mira Mirchevahttps://www.sec.gov/Archives/edgar/data/1747079/000174707925000034/ex101-employmentagreement.htm<br><br>(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-38850)https://www.sec.gov/Archives/edgar/data/1747079/000174707925000034/ex101-employmentagreement.htm<br><br>filed on March 11, 2025)
10.33	Subscription Agreement, dated as of Mary 23, 2025, by and among Bally’s Corporation and The Starhttps://www.sec.gov/Archives/edgar/data/0001747079/000174707925000116/ex101-subscriptionagreement.htm<br><br>Entertainment Group Limited (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report onhttps://www.sec.gov/Archives/edgar/data/0001747079/000174707925000116/ex101-subscriptionagreement.htm<br><br>Form 10-Q (File No. 001-38850) filed on August 11, 2025)
10.34	Subordination Deed Poll, dated as of May 23, 2025, by and among Bally’s Corporation and The Starhttps://www.sec.gov/Archives/edgar/data/0001747079/000174707925000116/ex102-subordinationdeedpoll.htm<br><br>Entertainment Group Limited (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report onhttps://www.sec.gov/Archives/edgar/data/0001747079/000174707925000116/ex102-subordinationdeedpoll.htm<br><br>Form 10-Q (File No. 001-38850) filed on August 11, 2025)
10.35	Binding Term Sheet, dated as of April 7, 2025, by and among Bally’s Corporation and The Star Entertainmenthttps://www.sec.gov/Archives/edgar/data/1747079/000174707925000080/ex101-sgrbindingtermsheet.htm<br><br>Group Limited (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (Filehttps://www.sec.gov/Archives/edgar/data/1747079/000174707925000080/ex101-sgrbindingtermsheet.htm<br><br>No. 001-38850) filed on April 11, 2025
10.36	Amended and Restated Ground Lease, dated July 17, 2025, by and between Bally’s Chicago Operatinghttps://www.sec.gov/Archives/edgar/data/0001935799/000110465925074264/tm2310971d51_ex10-20.htm<br><br>Company, LLC and GLP Capital, L.P. (incorporated by reference to Exhibit 10.20 to the registration statementhttps://www.sec.gov/Archives/edgar/data/0001935799/000110465925074264/tm2310971d51_ex10-20.htm<br><br>on Form S-1 filed by Bally’s Chicago, Inc. (File No. 333-283772) on August 5, 2025)
10.37	Development Agreement, date July 17, 2025, by and between Bally’s Chicago Operating Company, LLC andhttps://www.sec.gov/Archives/edgar/data/0001935799/000110465925074264/tm2310971d51_ex10-21.htm<br><br>GLP Capital, L.P. (incorporated by reference to Exhibit 10.21 to the registration statement on Form S-1 filed byhttps://www.sec.gov/Archives/edgar/data/0001935799/000110465925074264/tm2310971d51_ex10-21.htm<br><br>Bally’s Chicago, Inc. (File No. 333-283772) on August 5, 2025)
10.38**	Bally's Corporation 2021 Equity Incentive Plan - Option Right Award Agreement, dated October 7, 2025, by andhttps://www.sec.gov/Archives/edgar/data/1747079/000174707926000019/ex1038-ballyscorporation20.htm<br><br>between Bally's Corporation and Robeson Reeves (incorporated by reference to Exhibit 10.38 to the Company’shttps://www.sec.gov/Archives/edgar/data/1747079/000174707926000019/ex1038-ballyscorporation20.htm<br><br>Annual Report on Form 10-K (File No. 001-38850) filed on March 23, 2026)
10.39**	Bally's Corporation 2021 Equity Incentive Plan - Incentive Stock Option Award Agreement, dated October 7,https://www.sec.gov/Archives/edgar/data/1747079/000174707926000019/ex1039-ballyscorporation20.htm<br><br>2025, by and between Bally's Corporation and George Papanier (incorporated by reference to Exhibit 10.39 tohttps://www.sec.gov/Archives/edgar/data/1747079/000174707926000019/ex1039-ballyscorporation20.htm<br><br>the Company’s Annual Report on Form 10-K (File No. 001-38850) filed on March 23, 2026)
10.40**	Amendment No. 5 to Employment Agreement, dated October 7, 2025, by and between Bally’s Corporation andhttps://www.sec.gov/Archives/edgar/data/1747079/000174707926000019/ex1040-amendmentno5toemplo.htm<br><br>George Papanier (incorporated by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-Khttps://www.sec.gov/Archives/edgar/data/1747079/000174707926000019/ex1040-amendmentno5toemplo.htm<br><br>(File No. 001-38850) filed on March 23, 2026)
10.41**	Separation Agreement and General Release, dated October 15, 2025, by and between Bally's Corporation andhttps://www.sec.gov/Archives/edgar/data/1747079/000174707926000019/ex1041-separationagreement.htm<br><br>Marcus Glover (incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K (Filehttps://www.sec.gov/Archives/edgar/data/1747079/000174707926000019/ex1041-separationagreement.htm<br><br>No. 001-38850) filed on March 23, 2026)
10.42**	Third Amendment to Service Agreement, dated November 1, 2025, by and between Gamesys Group Limited andhttps://www.sec.gov/Archives/edgar/data/1747079/000174707926000019/ex1042-thirdamendmenttoser.htm<br><br>Robeson Reeves  (incorporated by reference to Exhibit 10.42 to the Company’s Annual Report on Form 10-Khttps://www.sec.gov/Archives/edgar/data/1747079/000174707926000019/ex1042-thirdamendmenttoser.htm<br><br>(File No. 001-38850) filed on March 23, 2026)
10.43**	Employment Agreement, dated January 27, 2026, by and between Bally’s Management Group, LLC, andhttps://www.sec.gov/Archives/edgar/data/0001747079/000174707926000003/ex101execchairmanemploymen.htm<br><br>Soohyung Kim (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (Filehttps://www.sec.gov/Archives/edgar/data/0001747079/000174707926000003/ex101execchairmanemploymen.htm<br><br>No. 001-38850) filed on January 27, 2026)

76

Exhibit<br><br>Number	Description of Exhibit
10.44	Term Loan Credit Agreement, dated February 11, 2026, by and between Bally’s Corporation and Ares Agenthttps://www.sec.gov/Archives/edgar/data/1747079/000121390026017495/ea027732301ex10-1_ballys.htm<br><br>Services, L.P. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (Filehttps://www.sec.gov/Archives/edgar/data/1747079/000121390026017495/ea027732301ex10-1_ballys.htm<br><br>No. 001-38850) filed on February 17, 2026)
19.1	Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-<br><br>K (File No. 001-38850) filed on March 17, 2025)
21.1	Schedule of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Formhttps://www.sec.gov/Archives/edgar/data/1747079/000174707926000019/ex211-2025subsidiaries.htm<br><br>10-K (File No. 001-38850) filed on March 23, 2026)
23.1*	Consent of Independent Public Accounting Firm
31.1*	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1	Bally’s Corporation Compensation Clawback Policy (incorporated by reference to Exhibit 97.1 to thehttps://www.sec.gov/Archives/edgar/data/1747079/000174707924000020/ex971-compensationclawback.htm<br><br>Company’s Annual Report on Form 10-K (File No. 001-38850) filed on March 15, 2024)
99.1	Description of Government Regulations (incorporated by reference to Exhibit 99.1 to the Company’s Annualhttps://www.sec.gov/Archives/edgar/data/1747079/000174707926000019/ex991-2025descriptionofgov.htm<br><br>Report on Form 10-K (File No. 001-38850) filed on March 23, 2026)
101.INS	Inline XBRL Instance Document - the instance document does not appear in the interactive data file because<br><br>XBRL tags are embedded within the inline XBRL document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	The cover page from Bally’s Corporation’s Annual Report on Form 10-K for the year ended December 31, 2025,<br><br>formatted in inline XBRL contained in Exhibit 101
#	As permitted under Item 601(a)(5) of Regulation S-K, the exhibits and schedules to this exhibit are omitted from this filing.<br><br>The Company agrees to furnish a supplemental copy of any omitted exhibit or schedule to the SEC upon its request.
*	Filed herewith.
**	Management contracts or compensatory plans or arrangements.

77

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this

report to be signed on its behalf by the undersigned, thereunto duly authorized, on April 20, 2026.

BALLY’S CORPORATION
By:	/s/ VLADIMIRA MIRCHEVA
	Vladimira Mircheva
	Chief Financial Officer
	(Principal Financial and Accounting Officer)
By:	/s/ ROBESON M. REEVES
	Robeson M. Reeves
	Chief Executive Officer
	(Principal Executive Officer)

Document

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-263437, 333-256435, 333-286460, and 333-288707 on Form S-8, and Registration Statement No. 333-278665 on Form S-3 of our report dated March 23, 2026, relating to the financial statements of Bally’s Corporation appearing in this Annual Report on Form 10-K/A for the year ended December 31, 2025.

/s/ Deloitte & Touche LLP
New York, New York
April 20, 2026

Document

Exhibit 31.1

BALLY’S CORPORATION

CERTIFICATION

I, Robeson M. Reeves, certify that:

1.    I have reviewed this Annual Report on Form 10-K of Bally’s Corporation;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	April 20, 2026	By:	/s/ ROBESON M. REEVES
			Robeson M. Reeves
			Chief Executive Officer

Document

Exhibit 31.2

BALLY’S CORPORATION

CERTIFICATION

I, Vladimira Mircheva, certify that:

1.    I have reviewed this Annual Report on Form 10-K of Bally’s Corporation;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	April 20, 2026	By:	/s/ VLADIMIRA MIRCHEVA
			Vladimira Mircheva
			Chief Financial Officer
			(Principal Financial Officer)

Document

Exhibit 32.1

BALLY’S CORPORATION

CERTIFICATION

In connection with the Annual Report of Bally’s Corporation (the “Company”) on Form 10-K for the year ended December 31, 2025 (the “Report”), as filed with the Securities and Exchange Commission, I, Robeson M. Reeves, Chief Executive Officer of the Company, hereby certify as of the date hereof, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)    the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and

(2)    the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

Date:	April 20, 2026	By:	/s/ ROBESON M. REEVES
			Robeson M. Reeves
			Chief Executive Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, except to the extent that the Company specifically incorporates it by reference.

Document

Exhibit 32.2

BALLY’S CORPORATION

CERTIFICATION

In connection with the Annual Report of Bally’s Corporation (the “Company”) on Form 10-K for the year ended December 31, 2025 (the “Report”), as filed with the Securities and Exchange Commission, I, Vladimira Mircheva, Chief Financial Officer of the Company, hereby certify as of the date hereof, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)    the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and

(2)    the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

Date:	April 20, 2026	By:	/s/ VLADIMIRA MIRCHEVA
			Vladimira Mircheva
			Chief Financial Officer
			(Principal Financial Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, except to the extent that the Company specifically incorporates it by reference.