Financial Analysis

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 Ballys 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 Companys 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 Companys broader strategic initiatives. The preliminary fair value of the transaction consideration for the Companys 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 Companys 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 Companys previous investment in Intralot was accounted for as an equity method investment under the fair value option and was adjusted t …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

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 Companys 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 companys 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 Ballys New York Operating Company, LLC, a Delaware limited liability company and a subsidiary of the Company (Ballys New York). Pursuant to the Conveyance Agreement, the City agreed to (i) dispo …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

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, 2025 December 31, 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 Companys 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 Companys USD denominated Term Loan Facility into fixed rate EUR and GBP denominated d …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

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 perce …

DisaggregationOfRevenueTableTextBlock · excerpt; the full note is in the filing

EQUITY PLANS Equity Incentive Plans As of December 31, 2025 (Successor), the Company has one equity incentive plan: the Ballys 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 Casinos Amended and Restated 2023 Equity Incentive Plan were cancelled and converted into restricted stock awards under the Companys 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 arrange …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

FAIR VALUE MEASUREMENTS The following tables summarize the Companys 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 liabili …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

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 dif …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

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 Companys 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 Companys Ballys Evansville, Ballys Dover, Ballys Quad Cities, Ballys Black Hawk, Ballys Tiverton and Hard Rock Biloxi properties are leased u …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

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 SECs Disclosure Update and Simplification Initiative . The amendments in this update align the requirements in the ASC to the Securities and Exchange Commissions (SEC) regulations. The effective date for each amended topic in the ASC is the date on which the SECs 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): Disag …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

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 Companys 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 c …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

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 Companys player loyalty program. Online gaming and sports betting represent a single performance obligation for the Company to operate contests or gam …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

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 Companys 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 Companys current reportable segments. The Companys 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 Intralots B2B global lottery and technology services operations and the Companys licensing business. Bally's Intralot B2C - Includes the Companys interactive European gaming operations, Intralots 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 & …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

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 Companys dividend policies will be at the discretion of the Board and will depend on then- current conditions, including the Companys financial condition, results of …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

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. …

SubsequentEventsTextBlock · excerpt; the full note is in the filing