FLL 8-K
Full House Resorts Inc (FLL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry into a Material Definitive Agreement
On September 2, 2026, Full House Resorts, Inc.’s (the “Company’s”) wholly-owned subsidiary, FHR-Illinois, LLC, a Delaware limited liability company (“FHR-IL”), and the City of Waukegan, Illinois (the “City”) entered into an Amendment No. 1 (the “Amendment”) to the Development and Host Community Agreement dated January 18, 2023, by and between FHR-IL and the City (the “Development Agreement”), related to FHR-IL’s development, construction and operation of a casino facility (“American Place”) in Waukegan, Illinois.
The Amendment formalized the revision of certain terms and conditions related to the American Place project, as discussed and approved by the Waukegan City Council in July 2026. The Amendment includes: extension of the construction completion date of the permanent American Place facility to February 17, 2029, with operations commencing within three months of such completion; permission to retain and use the temporary casino structure for a period of five years beyond the opening of the permanent casino; and revisions to certain project details, including potential future phases, to align with current design plans. Except as set forth in the Amendment, all other terms of the Development Agreement remain in full force and effect.
A copy of the Amendment is filed with this Form 8-K and attached hereto as Exhibit 10.1. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) | Exhibits | ||
No. | Description | ||
10.1* | |||
104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document |
| * | Certain schedules and similar attachments have been omitted in reliance on Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Full House Resorts, Inc. | |
Date: September 8, 2026 | /s/ Lewis A. Fanger | |
Lewis A. Fanger, President, Chief Financial Officer & Treasurer |
Exhibit 10.1
AMENDMENT NO. 1 TO DEVELOPMENT AND HOST COMMUNITY AGREEMENT
THIS AMENDMENT NO. 1 TO DEVELOPMENT AND HOST COMMUNITY AGREEMENT (“Amendment”) is entered into as of September 2, 2026, by and between the CITY OF WAUKEGAN, ILLINOIS, an Illinois home rule municipal corporation (“City”), and FHR-ILLINOIS LLC, a Delaware limited liability company (“Developer”).
RECITALS
| A. | City and Developer entered into that certain Development and Host Community Agreement dated January 18, 2023 (the “Agreement”). (Capitalized terms used in this Amendment but not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Agreement). |
| B. | The parties hereto acknowledge and agree that the Temporary Facility (Phase 0) achieved both Final Completion and Operations Commencement in accordance with the terms and conditions of the Agreement. |
| C. | Pursuant to the Agreement (as hereby amended), Developer will construct the Permanent Facility on the Development Property. The Development Property consists of: (i) the approximately 31.7 acre parcel of real property commonly known as 600 Lakehurst Road, depicted and legally described in Exhibit A attached hereto and made a part hereof (“City-Owned Parcel”); and (ii) two parcels owned by Developer commonly known as 4001-4011 Fountain Square Place consisting of approximately 10 acres, depicted and legally described in Exhibit B attached hereto and made a part hereof (“10-Acre Parcel”). |
| D. | Following execution of the Agreement, certain unforeseen events and circumstances occurred, including, without limitation, certain adverse rulings in litigation, Waukegan Potawatomi Casino, LLC v. Illinois Gaming Board, et al. (the “Potawatomi Litigation”), that created substantial uncertainty regarding the Project and materially impeded Developer’s ability to advance the design, financing, construction, and development of the Permanent Facility. |
| E. | The parties hereto acknowledge and agree that such events and circumstances constituted Force Majeure events pursuant to Section 16 of the Agreement. |
| F. | Following resolution of such events and circumstances, Developer resumed efforts to advance the Permanent Facility, including revisiting and updating project design, re-evaluating development plans, pursuing financing, completing pre-construction activities, obtaining required approvals, and preparing for commencement of construction. Given the passage of time, Developer was required to reassess various aspects of the Project and thereafter encountered changing market, financing, construction, and development conditions that further affected the timing of development of the Permanent Facility. |
| G. | Consistent with the Project as revised by this Amendment, the City approved a Site Plan for the Permanent Facility on September 2, 2025 and subsequently approved earthmoving, grading, and related site work on April 13, 2026, thereby allowing Developer to proceed with preliminarily construction activities for the Permanent Facility. |
| H. | Developer held a groundbreaking ceremony for the Permanent Facility on June 3, 2026. |
| I. | The parties hereto acknowledge that Section 4.1.a. of the Agreement expressly contemplates the possibility of additional Project phases and modifications to Project phasing through future written agreements of the parties hereto. The parties hereto further acknowledge that Exhibit C of the Agreement describes the Project Components anticipated as of the Effective Date of the Agreement and that certain modifications to Project phasing, sequencing and implementation may be appropriate as development of the Project progresses. |
| J. | By this Amendment, the parties hereto desire to amend the Agreement to reflect revised Project phasing and development timing, address matters arising from the delays described above, implement a revised sequencing of certain Project Components, provide an updated framework for development of the Permanent Facility, and otherwise preserve and advance the long-term objectives of the Project. |
| K. | The parties hereto have determined that this Amendment is in the best interests of the Project, the City, Developer, and the public purposes served by the Agreement. |
| L. | The parties hereto further acknowledge that continued development of the Project and construction of the Permanent Facility will generate substantial public benefits, including employment opportunities, increased tourism, gaming revenues, tax revenues, economic development and related benefits for the City and the surrounding region. This Amendment is intended to facilitate completion of the Permanent Facility and advancement of those public benefits. |
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereto agree as follows:
ARTICLE I
Amendments to Agreement
Upon the terms set forth in this Amendment, each of the parties hereto agree that, effective as of the date first written above:
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c.Deferred Boutique Hotel Fee. The Parties acknowledge that the Boutique Hotel is part of Phase 1A and is not required to attain Operations Commencement as part of Phase 1. Following Operations Commencement of Phase 1, Developer shall pay to City a fee equal to Seven Hundred Fifty Dollars ($750.00) per day (the “Late Opening Fee”), which shall accrue from the date of Operations Commencement of Phase 1 until Operations Commencement of the Boutique Hotel. Upon Operations Commencement of the Boutique Hotel, the Late Opening Fee shall automatically and permanently terminate, and no additional Late Opening Fee shall accrue thereafter. Operations Commencement of the Boutique Hotel shall permanently satisfy Developer’s obligations under this Section. The Late Opening Fee shall be payable monthly in arrears within five (5) Business Days following the end of each calendar month. The Late Opening Fee shall be the sole and exclusive remedy of the City relating to the timing, construction, completion, non-completion, operation or non-operation of the Boutique Hotel, and the City shall have no right to declare a default, pursue remedies under Sections 11.1 or 11.4 of this Agreement, seek damages, seek specific performance, seek injunctive relief, or exercise any other remedy under this Agreement arising from such matters, provided Developer timely pays the Late Opening Fee in accordance with this Section.
6.2 Demolition of Structures. Developer will use commercially reasonable efforts to deconstruct and remove the Phase 0 Project Components (to the extent that they are not incorporated into or repurposed as part of the Permanent Facility, except as cited below) no later than one hundred eighty (180) days after the Operations Commencement Date (Phase 1). Developer will conduct all demolition Work on the Development Property in full compliance with the demolition regulations of the City and Lake County and Permitted Construction Work Hours. Developer will remove and dispose of all debris resulting from demolition activities on the Development Property in compliance with all material Requirements of Law.
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The structure commonly known as the “Sprung Structure” and constituting part of the Temporary Facility, shall be removed from the Development Property no later than five (5) years following the Operations Commencement of Phase 1, unless otherwise approved in writing by the City.
b.Developer shall Complete construction of Phase 1 not later than the Construction Completion Date (Phase 1), commence operation of Phase 1 not later than the Operations Commencement Date (Phase 1), and attain Final Completion of Phase 1 not later than the Final Completion Date (Phase 1). Upon the occurrence of an event of Force Majeure, the Construction Completion Date (Phase 1), the Operations Commencement Date (Phase 1), and Final Completion Date (Phase 1) shall each be extended on a day-for-day basis but only for so long as the event of Force Majeure is in effect. The Permanent Facility may not commence operations until all Site Improvements for Phase 1 have been completed in accordance with Final Project Plans for Phase 1 and the Compendium of Specifications as verified by the City Engineer, with the exception of landscaping improvements unable to be installed due to weather or seasonality.
l.Subject to an event of Force Majeure, if Phase 1 has not attained Operations Commencement by the Operations Commencement Date (Phase 1); or
Notwithstanding anything contained in this Agreement to the contrary, failure of Developer to construct, complete, open or operate the Boutique Hotel shall not constitute an Event of Default and shall not give rise to any rights or remedies under Sections 11.1 or 11.4 of this Agreement or any other provision of this Agreement, provided Developer timely pays the Late Opening Fee in accordance with Section 4.1.c.
ARTICLE II
MISCELLANEOUS
Section 1.Recitals. The Recitals set forth above are true and correct in all material respects, form a material part of this Amendment, and are hereby incorporated herein.
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Section 2.Governing Law; Venue; Submission to Jurisdiction; Service of Process; Etc. Each party hereto agrees that Sections 17.5 (Governing Law; Venue; Submission to Jurisdiction; Service of Process), 17.8 (Exhibits), 17.10 (Severability), and 17.13 (Headings; Captions) of the Agreement shall apply to this Amendment mutatis mutandis.
Section 3.Reference to and Effect upon the Agreement.
Section 4.Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed to be an original document and together shall constitute one instrument.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers on the date first set forth above at Waukegan, Illinois.
CITY: | | DEVELOPER: | ||
CITY OF WAUKEGAN, ILLINOIS, a municipal corporation | | FHR-ILLINOIS LLC, a Delaware limited liability company | ||
By: | /s/ Samuel D. Cunningham | | By: | /s/ Lewis Fanger |
Name: | Samuel D. Cunningham | | Name: | Lewis Fanger |
Title: | Mayor | | Title: | VP and Treasurer |
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Attest: | | | ||
| /s/ Janet E. Kilkelly | | | |
Name: | Janet E. Kilkelly | | | |
Title: | City Clerk | | | |
[Signature Page – Amendment No. 1 to Development and Host Community Agreement]
INDEX OF EXHIBITS
EXHIBIT A | | LEGAL DESCRIPTION OF CITY-OWNED PARCEL | | A-1 |
EXHIBIT B | | LEGAL DESCRIPTION OF 10-ACRE PARCEL | | B-1 |
EXHIBIT C | | PROJECT DESCRIPTION | | C-1 |
EXHIBIT D | | PROJECT CONCEPT PLAN | | D-1 |