FULL HOUSE RESORTS INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

​

Filed by the Registrant þ

Filed by a Party other than the Registrant ◻

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

April 10, 2026

Dear Fellow Shareholders:

This past year had several successes and some challenges.

Our highest-earning property, American Place in Waukegan, Illinois, had another great year. Revenues rose 13% and it was selected again by the Chicago Tribune as one of the best employers in all of Chicagoland.

The performance is particularly remarkable as it is in a temporary structure, competing with larger, well-established casinos. Under Illinois law, we are allowed to operate in the temporary structure until August 2027. We then plan to migrate into an adjacent, much larger, and more impressive permanent facility.

Approximately a year ago, an impeding lawsuit from a competitor was resolved and we were preparing to arrange the approximately $300 million required for construction of the permanent facility. Our primary existing debt is comprised of senior secured notes maturing in February 2028. Because of the nearing maturity and the covenants in such notes, we intended to simultaneously refinance this debt as part of a new capital structure. However, an abrupt announcement in April 2025 of new, historically-high tariffs caused volatility in the financial markets, particularly the high-yield bond market. The volatility essentially closed that window, and it took several months for those capital markets to recover. Meanwhile, our Colorado property, which opened in stages during 2024, had a disappointing winter and spring, affecting our leverage ratios and our cost and ability to raise capital.

We reacted quickly. Our basic thesis on the Colorado market is sound; it is an underserved market with significant barriers to entry and more than five million people living in the Colorado Front Range. We built a wonderful property, which we believe is the clear quality leader in the market. Over the past year, we strengthened the property with an entirely new management team largely hired from outside the company, all of whom have experience with casinos and hotels of this quality and size. Normally, we would prefer to promote from within, but in this case, we didn’t have a deep bench with experience opening and operating higher-end properties. While “rebooting” a major property does not happen overnight, we are already seeing significant improvement over the prior-year results.

We have now returned our attention to funding and building the permanent Illinois facility, which, based on square footage, will be approximately twice as large as the temporary casino.

Despite a tumultuous world, the capital markets of late have proven resilient. We believe we have found a path to funding the permanent casino and refinancing our primary debt. It requires a significant amount of legal work and regulatory approvals, but we have started that process and hope to have it completed within a few months. Meanwhile, we plan to start construction on the foundations of the new project, funding it through internal sources and cash flows. The initial stages of construction take time, but not large amounts of capital.

By beginning construction now, we intend to accelerate the opening date of the permanent casino. It isn’t a complicated building, as its first phase has no high-rise or basement. Nevertheless, a project of this size will require approximately 18 months to two years to build. As a result, it is unlikely to be completed by the outside date that we are currently allowed to operate within the temporary facility. We have therefore asked the Illinois legislature and gaming board to consider extending the period during which we can operate the temporary casino, so that we can have a smooth transition of the operations into the new building.

Our legacy properties are also very important.

The Silver Slipper had a flattish year, with revenues down 4%. Key members of the longtime management team retired during the year and have been replaced with both internal promotions and newly-recruited team members.

Our property in Rising Sun, Indiana, continued to be a profit contributor. This casino opened in 1996 and has contended with new competitors in every direction, many of which are significantly closer to the region’s population centers. We sought to relocate the operations to a more favorable location, strengthening the business for both us and the state, but were unsuccessful in obtaining the legislative approval to do so. Hence, we continue to operate where we are.

Our Grand Lodge Casino is located within the Hyatt Lake Tahoe on the North Shore of Lake Tahoe. The property’s owner began a large refurbishment of the property, demolishing its highest-end suites, a large restaurant, much of its meeting room space and closing its lakefront beach. The refurbishments are expected to include newer, nicer accommodations, complementing the high-rise building across the street that houses our casino. That disruption affected our results in 2025 and will probably continue to do so in 2026. However, we look forward to the years beyond, when this leading resort hotel will become one of the finest casino hotels anywhere.

Our stock did not perform well during the year, despite the excellent results at the temporary casino, largely reflecting the poor results in Colorado and the uncertainties of funding construction in Illinois. Your management team is heavily invested in our company and is very focused on resolving these issues. We intend to make both the Company and the stock into major long-term successes.

I would like to thank our shareholders, lenders, team members, communities, and customers for their support. We resolve to do better in the years ahead.

/s/ Daniel R. Lee

Daniel R. Lee

President and Chief Executive Officer

This letter and the accompanying Notice and proxy statement contain statements that are*“forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of future performance. These forward-looking statements can be identified by use of terms such as“believes,” “expects,” “anticipates,” “plans,” “intends,” “projects,” “future,” “potential,” “may,” “could,” “would,” “should,” “will,” “might,” and similar references to future periods. Some of these forward-looking statements include, but are not limited to, our expected operating results, such as future cash flow or EBITDA; our plans, beliefs or expectations regarding our growth strategies; our expected construction budgets, estimated costs, estimated commencement and completion dates, expected amenities, and our expected operational performance for American Place; our expectations regarding our ability to generate operating cash flow and to obtain debt financing on reasonable terms and conditions for the construction of the permanent American Place facility or for the refinancing of our existing debt; our expectations regarding the timing of finalizing arrangements for the financing of the permanent American Place facility; our ability to complete construction at American Place, on-time and on-budget; our expectations regarding our ability to receive an extension of the time to operate the temporary American Place facility;our expectations regarding the renovation-related disruptions at the Hyatt Lake Tahoe complex that houses our Grand Lodge Casino;our expectations regarding the effect of management changes and operational improvements and performance at our properties, including Chamonix; adequacy of our financial resources to fund operating requirements and planned capital expenditures and development costs and to meet our debt and contractual obligations; anticipated sources of funds; factors that affect the financial performance of our properties; and our competitive outlook, among others. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements are included in the reports we file with the Securities and Exchange Commission, including, but not limited to, Part I, Item 1A. Risk Factors and Part II, Item 7. Management**’*s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the most recently completed fiscal year and our other periodic and current reports filed with the Securities and Exchange Commission. We are under no obligation to (and expressly disclaim any such obligation to) update or revise our forward-looking statements as a result of new information, future events or otherwise. Actual results may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. For a full description of our financial results, please see our Annual Report on Form 10-K for the year ended December 31, 2025 that was filed with the Securities and Exchange Commission and that is available on our website, at www.fullhouseresorts.com.

1980 Festival Plaza Drive, Suite 680

Las Vegas, Nevada 89135

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

April 10, 2026

This year’s meeting will be held at 10:00 a.m., Central Time, on May 14, 2026, at American Place Casino, located at 4011 Fountain Square Place, Waukegan, Illinois 60085.

The following items will be on the agenda:

Our board of directors has fixed the close of business on March 18, 2026 as the record date for determining those stockholders entitled to notice of, and to vote at, the annual meeting and any adjournments or postponements thereof.

Your vote is important. You are encouraged to read this proxy statement and then cast your vote as promptly as possible by following the instructions on the proxy card you receive. We appreciate your investment in Full House Resorts and look forward to your participation in the upcoming meeting.

By order of the Board of Directors,

/s/ Elaine L. Guidroz

Elaine L. Guidroz

Secretary

Las Vegas, Nevada

This proxy statement, including the form of proxy, the letter from our Chief Executive Officer, and our 2025 Annual Report on Form 10-K, are first being mailed to stockholders on or about April 10, 2026.