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INCOME TAXES | 12 Months Ended
--- | ---
Dec. 31, 2025
Income Tax Disclosure [Abstract] |
INCOME TAXES | INCOME TAXES The components of income (loss) before taxes are as follows:
| Successor |  |  | Predecessor
(in thousands) | Period from February 8, 2025 to December 31, 2025 |  |  | Period from January 1, 2025 to February 7, 2025 |  | Year Ended 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 February 8, 2025 to December 31, 2025 |  |  | Period from January 1, 2025 to February 7, 2025 |  | Year Ended 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
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 to December 31, 2025 |  |  | Period from January 1, 2025 to 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 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 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 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 Man and United States | 7,702 |  | (1.2)% |  |  | (301) |  | 0.6%
Spain |  |  |  |  |  |  |  |
Provincial tax rate difference between Ceuta and 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. 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 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. 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. Income taxes paid, net of refunds received were as follows:
| Successor
(in thousands) | Period from February 8, 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).

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