SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2025

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.

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.

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.

Accounts Receivable, Net

Accounts receivable, net consists of the following:


	Successor	Predecessor
(in thousands)	December 31, 2025	December 31, 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.

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.

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.

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.

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.

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.

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.