GOODWILL AND INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

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.

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.

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.

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 & Resorts(3)(4)	Bally's Intralot B2B	Bally's Intralot B2C	North America Interactive	Corporate & Other	Total
Goodwill as of December 31, 2023 (Predecessor)(1)(3)	$313,493	$—	$1,586,590	$35,720	$—	$1,935,803
Goodwill from current year business combinations	—	—	1,176	—	—	1,176
Effect of foreign exchange	—	(3,390)	(40,810)	(334)	—	(44,534)
Purchase accounting adjustments on prior year 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, 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 (Predecessor)(1)(2)(4)	$313,285	$83,610	$1,356,395	$35,386	$—	$1,788,676


Goodwill as of February 8, 2025 (Successor)	612,191	86,008	630,252	56,845	205,352	1,590,648
Goodwill from current period business combinations	—	977,338	785,888	—	—	1,763,226
Current year measurement period adjustments	7,922	(21,219)	20,875	324	47,936	55,838
Goodwill measurement 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, 2025 (Successor)(5)(6)	$642,055	$994,179	$1,755,394	$—	$41,265	$3,432,893

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(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.

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

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(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 average remaining life (in years)	December 31, 2025 (Successor)
(in thousands, except years)	Weighted average remaining life (in years)	Gross Carrying Amount	Accumulated 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


	Weighted average remaining life (in years)	December 31, 2024 (Predecessor)
(in thousands, except years)	Weighted average remaining life (in years)	Gross Carrying Amount	Accumulated 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