CENTURY CASINOS INC /CO/

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Century Casinos, Inc. (the “Company”) is a casino entertainment company with operations primarily in North America. The Company’s operations as of December 31, 2025 are detailed below.

The Company owns, operates and manages the following casinos through wholly-owned subsidiaries in North America:

The Century Casino & Hotel in Central City, Colorado (“Central City” or “CTL”)

The Century Casino & Hotel in Cripple Creek, Colorado (“Cripple Creek” or “CRC”)

Mountaineer Casino, Resort & Races in New Cumberland, West Virginia (“Mountaineer” or “MTR”)(1)

The Century Casino & Hotel in Cape Girardeau, Missouri (“Cape Girardeau” or “CCG”)(1)

The Century Casino & Hotel in Caruthersville, Missouri (“Caruthersville” or “CCV”)(1)

Nugget Casino Resort in Reno-Sparks, Nevada (“Nugget” or “NUG”)(2)

Rocky Gap Casino, Resort & Golf in Flintstone, Maryland (“Rocky Gap” or “ROK”)(1)

The Century Casino & Hotel in Edmonton, Alberta, Canada (“Century Resorts Alberta” or “CRA”)(1)

The Century Casino St. Albert in St. Albert, Alberta, Canada (“St. Albert” or “CSA”)(1); and

Century Mile Racetrack and Casino in Edmonton, Alberta, Canada (“Century Mile” or “CMR”)(1)

(1)Subsidiaries of VICI Properties Inc. (“VICI PropCo”), an unaffiliated third party, own the real estate assets underlying these properties, except The Riverview hotel in Cape Girardeau and The Farmstead hotel in Caruthersville, and subsidiaries of the Company lease these properties under a triple net master lease agreement (“Master Lease”) with subsidiaries of VICI PropCo.

(2)Smooth Bourbon, LLC (“Smooth Bourbon”), a 50% owned subsidiary of the Company, owns the real estate assets underlying this property. Smooth Bourbon is consolidated as a subsidiary for which the Company has a controlling financial interest. See discussion below.

The Company’s Colorado, Missouri, West Virginia and Nevada subsidiaries have partnered with third-party sports betting and iGaming operators to offer sports wagering and online betting through mobile apps. See below for more information about Missouri sports betting. During 2024, two of the Company’s third-party sports betting partners requested early termination of their agreements, and the Company agreed to cancel the agreements. Circa Sports (“Circa”) obtained a new partnership in Colorado, and the Circa agreement was terminated in May 2024. As part of the Circa termination agreement, the Company received a payment of $1.1 million that included sports betting revenue owed from January 2024 to May 2024 and a breakage fee of $0.7 million. Tipico Group Ltd. (“Tipico”) exited the US market, and the Tipico agreement was terminated in July 2024. As part of the Tipico termination agreement, the Company received a payment of $1.6 million that included sports betting revenue owed from November 2023 to June 2024 and a breakage fee of $1.0 million. The breakage fees were recorded as other revenue in the Company’s consolidated statements of loss, resulting in $1.7 million in other revenue for the year ended December 31, 2024.

The Company has a controlling financial interest through its wholly-owned subsidiary Century Resorts Management GmbH (“CRM”) in the following majority-owned subsidiaries:

The Company owns 75% of United Horsemen of Alberta Inc. dba Century Downs Racetrack and Casino (“CDR” or “Century Downs”). CDR operates Century Downs Racetrack and Casino, a racing and entertainment center (“REC”) in Balzac, a north metropolitan area of Calgary, Alberta, Canada. CDR is consolidated as a majority-owned subsidiary for which the Company has a controlling financial interest. The remaining 25% is owned by unaffiliated shareholders and is reported as a non-controlling financial interest. A subsidiary of VICI PropCo owns the real estate assets underlying this property, and the Company leases the assets under the Master Lease.

The Company owns 66.6% of Casinos Poland Ltd. (“CPL” or “Casinos Poland”). CPL owns and operates casinos throughout Poland. As of December 31, 2025, CPL operated five casinos throughout Poland. CPL is consolidated as a majority-owned subsidiary for which the Company has a controlling financial interest. Polish Airports Company (“Polish Airports”) owns the remaining 33.3% of CPL, which is reported as a non-controlling financial interest. See Note 4 for additional information on CPL’s gaming licenses and casinos.

Through its wholly owned subsidiary Century Nevada Acquisition, Inc., the Company has a 50% equity interest in Smooth Bourbon. The Company consolidates Smooth Bourbon as a subsidiary for which it has a controlling financial interest. The Company determined it has a controlling financial interest in Smooth Bourbon based on the Nugget being the primary beneficiary of Smooth

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Bourbon. The remaining 50% of Smooth Bourbon is owned by Marnell Gaming LLC (“Marnell”) and is reported as a non-controlling financial interest.

Other Projects and Developments

Sports Betting – Missouri

In May 2025, the Company announced that it has partnered with BetMGM, LLC (“BetMGM”) to operate an online and mobile sports betting application and retail sportsbook at its Cape Girardeau location under the Company’s license in Missouri. The agreement includes a percentage of net gaming revenue payable to the Company, with a guaranteed minimum. Sports betting began in Missouri on December 1, 2025.

Caruthersville Land-Based Casino and Hotel

On November 1, 2024, the Company opened its new land-based casino with a 38 room hotel in Caruthersville, Missouri. The project cost approximately $51.9 million and was funded through financing provided by VICI PropCo in conjunction with the Master Lease. The Company previously amended its Master Lease on December 1, 2022 to provide for an increase in initial annualized rent of approximately $4.2 million related to the Caruthersville project. See Note 6, “Long-Term Financing Obligation” for additional information regarding the amendment to the Master Lease.

Cape Girardeau Hotel

On April 4, 2024, the Company opened a 69 room hotel at its Cape Girardeau location called The Riverview. The Riverview is a six story building with 68,000 square feet that is adjacent to and connected with the existing casino building. The project cost approximately $30.5 million. The Company financed the project with cash on hand.

Terminated Projects

Golden Hospitality Limited

The Company previously sold an ownership interest in Golden Hospitality Limited (“GHL”) to unaffiliated shareholders of GHL in May 2019 for a $0.7 million non-interest bearing promissory note. In May 2025 and December 2024, the Company agreed to forgive a portion of the non-interest bearing promissory note and recorded a loss of less than $0.1 million and $0.2 million to general and administrative expenses on the Company’s consolidated statements of loss for the years ended December 31, 2025 and 2024, respectively. The non-interest bearing promissory note has been fully repaid as of December 31, 2025.

Circa Sports and Tipico

During 2024, two of the Company’s sports betting partners in Colorado, Circa Sports and Tipico, requested early termination of their agreements, and we agreed to cancel the agreements. See above in this Note 1 for discussion of these terminated agreements.

2. SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation– The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. The Company also consolidates CPL, CDR and Smooth Bourbon as majority owned subsidiaries for which the Company has a controlling interest. The portion of CPL, CDR and Smooth Bourbon that are not wholly-owned are reflected as non-controlling interests in the accompanying consolidated financial statements. All intercompany transactions and balances have been eliminated.

Reclassifications – Certain prior period amounts have been reclassified to conform to the current presentation in the consolidated financial statements and the accompanying notes thereto.

Use of Estimates– The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“US GAAP”) requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates. Management’s use of estimates includes estimates for property and equipment, goodwill, intangible assets and income tax.

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Recently Adopted Accounting Pronouncements –The Company has recently adopted the following accounting pronouncement:

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740); Improvements to Income Tax Disclosures (“ASU 2023-09”). The objective of ASU 2023-09 is to improve income tax disclosure requirements. Under ASU 2023-09, entities must annually (1) disclose specific categories in the income tax rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. Early adoption of ASU 2023-09 is permitted. The guidance is effective for annual periods beginning after December 15, 2024. The Company adopted this standard as of December 31, 2025 and retrospectively applied the standard to 2024. The adoption of this guidance resulted in additional disclosure only and did not have an impact on the Company’s financial position. See “Note 12 – Income Taxes” for additional disclosures.

Accounting Pronouncements Pending Adoption –

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements - Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative (“ASU 2023-06”). The objective of ASU 2023-06 is to update and simplify disclosure requirements and is intended to align US GAAP and SEC requirements. Early adoption of ASU 2023-06 is not permitted. The guidance relates to various topics and is effective on the date on which the SEC’s removal of that related disclosure requirement from Regulation S-X or Regulation S-K becomes effective and is to be applied prospectively. If by June 30, 2027, the SEC has not removed the applicable requirements the pending content will be removed. The Company is reviewing the updates provided by this standard. The Company is still evaluating the impact of adoption but does not expect the standard to have a material impact on the Company’s financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). The objective of ASU 2024-03 is to disaggregate the disclosure of expenses such as purchases of inventory, employee compensation, depreciation, and intangible asset amortization. In January 2025, the FASB issued ASU 2025-01, Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2025-01 clarified that ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim periods with annual reporting periods beginning after December 15, 2027. Early adoption of ASU 2024-3 is permitted. The standard can be adopted prospectively or retrospectively. The Company is currently analyzing the additional disclosure requirements of ASU 2024-03 and the impact of adoption on the Company’s financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”). The objective of ASU 2025-11 is to improve the navigability of the interim reporting guidance in Accounting Standard Codification 270 “Interim Reporting” (“ASC 270”) and to clarify when ASC 270 applies. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption of ASU 2025-11 is permitted. The Company is currently analyzing ASU 2025-11 and the impact of adoption on the Company's interim financial statements.

Cash and Cash Equivalents – All highly liquid investments with an original maturity of three months or less are considered cash equivalents. As of December 31, 2025 and 2024, the Company had $10.0 million and $25.0 million, respectively, in cash equivalents. A reconciliation of cash, cash equivalents and restricted cash as stated in the Company’s statement of cash flows is presented in the following table:

As of December 31, 2025, the Company had $0.2 million in deposits related to payments of prizes and giveaways for Casinos Poland and $0.1 million in deposits related to insurance policies in restricted cash included in deposits and other on its consolidated balance sheet. As of December 31, 2024, the Company had $0.2 million related to payments of prizes and giveaways for Casinos Poland and $0.1 million related to an insurance policy in restricted cash included in deposits and other on its consolidated balance sheet.

Concentrations of Credit Risk – Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents. Although the amount of credit exposure to any one institution may exceed federally insured amounts, the Company limits its cash investments to high quality financial institutions in order to minimize its credit risk.

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Accounts Receivable– Accounts receivable are expected to be collected withinsix months of the maturity date. An estimated allowance for credit losses is maintained to reduce the Company's receivables to their carrying amount, which reflects the net amount the Company expects to collect. The allowance estimate reflects specific review of customer accounts taking into consideration the amount owed, the age of the account, the customer's financial condition, management's experience with historical and current collection trends, current economic and business conditions, and management's expectations of future economic and business conditions and forecasts. Accounts receivable are written off when management deems them to be uncollectible.

Inventories– Inventories, which consist primarily of food, beverage, retail merchandise and operating supplies, are stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out method.

Property and Equipment – Property and equipment are stated at cost. Costs of major improvements are capitalized, and costs of normal repairs and maintenance are charged to expense as incurred. Depreciation of assets in service is determined using the straight-line method over the estimated useful lives of the assets. Estimated service lives used are as follows:

The Company evaluates long-lived assets for possible impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. If there is an indication of impairment, determined by the excess of the carrying value in relation to anticipated undiscounted future cash flows, the carrying amount of the asset is written down to its estimated fair value by a charge to operations. See Note 3 for additional information about the Company’s property and equipment.

Goodwill– Goodwill represents the excess purchase price over the fair value of the net identifiable assets acquired related to third party business combinations. See Note 4 for additional information about the Company’s goodwill, including the impairment recorded in the year ended December 31, 2024.

Intangible Assets–Identifiable intangible assets include trademarks, player’s club lists and casino licenses. The Company’s intangible assets identified as indefinite-lived intangible assets are not amortized. The Company’s finite-lived intangible assets are amortized over their respective useful lives. See Note 4 for additional information about the Company’s intangible assets.

Financing Obligation with VICI PropCo – In accordance with Accounting Standards Codification (“ASC”) 842, “Leases” (“ASC 842”), for transactions in which the Company enters into a contract to sell an asset and leases it back from the seller under a sale and leaseback transaction, the Company must determine whether control of the asset has transferred from the Company. In cases whereby control has not transferred from the Company, the Company continues to reflect the real estate assets on its consolidated balance sheets and continues to recognize depreciation expense overthe shorter of the remaining useful life or the lease term. Additionally, a financial liability is recognized and referred to as a financing obligation, in accordance with ASC 470, “Debt” (“ASC 470”). The accounting for financing obligations under ASC 470 is materially consistent with the accounting for finance leases under ASC 842. The Company concluded that its Master Lease is required to be accounted for as a financing obligation. See Note 6 for additional information about the Company’s financing obligation. The Company does not recognize rent expense related to these leased assets; instead, a portion of the minimum lease payments under the Master Lease is recognized as interest expense with the remainder of the payment reducing the failed sale-leaseback financing obligation using the effective interest method. Contingent payments and payments on account of Consumer Price Index (“CPI”) increases are recorded as interest expense as incurred. In the initial periods, cash payments are less than the interest expense recognized in the consolidated statements of loss, which causes the financing obligation to increase.

Foreign Currency– The Company’s functional currency is the US dollar (“USD” or “$”). Foreign subsidiaries with a functional currency other than the US dollar 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. The Company and its subsidiaries enter into various transactions made in currencies different from their functional currencies. These transactions are typically denominated in the Canadian dollar (“CAD”), Euro (“EUR”) and Polish zloty (“PLN”). Gains and losses resulting from changes in foreign currency exchange rates related to these transactions are included in non-operating income (expense) as they occur.

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The exchange rates to the US dollar used to translate balances for the reported periods are as follows:

Comprehensive Loss– Comprehensive loss includes the effect of fluctuations in foreign currency rates on the values of the Company’s foreign investments.

Revenue Recognition–The Company’s performance obligations related to contracts with customers consist of the following:

Gaming

The majority of the Company’s revenue is derived from gaming transactions involving wagers wherein, upon settlement, the Company either retains the customer’s wager, or returns the wager to the customer. Gaming revenue is reported as the net difference between wins and losses. The Company applies a practical expedient by accounting for its casino wagering transactions on a portfolio basis versus an individual basis as all wagers have similar characteristics. Gaming revenue is reduced by the incremental amount of unpaid progressive jackpots in the period during which the jackpot increases and the dollar value of points earned through tracked play. Performance obligations are satisfied upon completion of the wager with liabilities recognized for points earned through play. The Company offers lines of credit to customers at select locations; the lines of credit are short-term in nature.

In Canada, gaming activity is regulated at the provincial level. The Alberta Gaming, Liquor and Cannabis Commission (“AGLC”), under its authority, has granted licenses to the Company. The Company has entered into an agreement with the AGLC to provide gaming facility operation services as its agent, and pursuant to this agreement, the AGLC is considered the Company’s customer. For locations operating approved RECs, the Company also receives a contractually agreed upon commission from Horse Racing Alberta (“HRA”) based on net slot proceeds generated at those locations. The Company’s arrangements with the AGLC and HRA are accounted for as a combined contract, representing a single integrated obligation to provide gaming facility operation services that are satisfied over time.

Hotel accommodations and food and beverage furnished without charge, coupons and downloadable credits provided to customers to entice play are considered marketing incentives to induce play and are presented as a reduction to gaming revenue at their retail value on the date of redemption. Members of the Company’s casinos’ player’s clubs earn points based on, among other things, their volume of play at the Company’s casinos. Players can accumulate points over time that they may redeem at their discretion under the terms of the program. The value of the points is offset against the revenue in the period in which the points were earned. Marketing incentives and player’s club points provided to gaming customers allocated to gaming revenue were $84.9 million and $82.4 million for the years ended December 31, 2025 and 2024, respectively. The Company records a liability based on the redemption value of the player’s club points earned with an estimate for breakage, and records a corresponding reduction in gaming revenue. The value of unused or unredeemed points is included in accrued liabilities on the Company’s consolidated balance sheets.

Hotel, Food and Beverage and Other Sales

Goods and services provided include hotel room rentals, food and beverage sales and retail sales. The majority of the hotel, food and beverage and other sales contracts are satisfied on the same day and revenue is recognized on the date of the sale. Revenue that is collected before the date of sale is recorded as deferred revenue. In the normal course of business, the Company does not accept product returns. The Company excludes taxes assessed by a governmental authority and collected by the Company from the transaction price.

Pari-Mutuel

Pari-mutuel revenue involves wagers on horse racing. The Company facilitates wagers on horse racing through live racing at the Company’s racetrack, off-track betting parlors at the Company’s casinos, and the operation of the Alberta off-track betting network. The Company has determined that it is the principal in the performance obligations through which amounts are wagered on horse

-F 12- races run at the Company’s racetrack. For these performance obligations, the Company records revenue as the commission retained on wagers with revenue recognized on the date of the wager. The Company has determined that it is acting as the agent for all wagers placed through the Company’s off-track betting parlors and the off-track betting network. For these performance obligations, the Company records pari-mutuel revenue as the commission retained on wagers less the expense for host fees to the host racetrack. Expenses related to licenses and HRA levies are expensed in the same month as revenue is recognized.

Sports Betting and iGaming

Sports betting revenue involves wagers on sporting events, and iGaming revenue involves wagers on casino games through an online platform. The Company partners with sports betting and iGaming operators at its Missouri, Colorado, West Virginia and Nevada casinos to provide these services. The agreements generally provide the Company with a share of net gaming revenue and a minimum revenue guarantee each year from the sports betting and iGaming operators. The Company has determined that it is acting as the agent in its sports betting and iGaming transactions as the partner controls the betting service. For these performance obligations, the Company records sports betting and iGaming revenue as the minimum revenue guarantee or its contractual share of the net gaming revenue with the revenue recognized upon settlement of the wager. A contract liability is maintained for wagers at the Company’s Cape Girardeau sports book for unsettled wagers.

Promotional Allowances – The Company issues coupons and downloadable promotional credits to customers for the purpose of generating future revenue. The value of coupons and downloadable promotional credits redeemed is applied against the revenue generated on the day of the redemption. For the years ended December 31, 2025 and 2024, the estimated direct costs of providing promotional allowances were as follows:

Loyalty Programs –Members of the Company’s casinos’ player’s clubs earn points based on, among other things, their volume of play at the Company’s casinos. Players can accumulate points over time that they may redeem at their discretion under the terms of the program. The Company records a liability based on the redemption value of the points earned and records a corresponding reduction in casino revenue. Points can be redeemed for cash, downloadable promotional credits and/or various amenities at the casino, such as meals, hotel stays and gift shop items. The value of the points is offset against the revenue in the period in which the points were earned. The value of unused or unredeemed points is reduced by points not expected to be redeemed (breakage) and included in accrued liabilities on the Company’s consolidated balance sheets. The outstanding balance of this liability on the Company’s consolidated balance sheets was $2.0 million and $2.1 million as of December 31, 2025 and 2024, respectively.

Stock-Based Compensation –Stock-based compensation expense is measured at the grant date based on the fair value of the award and is recognized as expense over the vesting period. The Company accounts for forfeitures as they occur. The Company uses the Black-Scholes option pricing model for all non-performance option grants and the Monte Carlo option pricing model for all performance stock unit grants related to total shareholder return to determine the fair value of all such grants. See Note 11 for additional information about the Company’s stock-based compensation.

Advertising Costs –Advertising costs are expensed when incurred by the Company. Advertising costs were $5.9 million and $6.6 million in the years ended December 31, 2025 and 2024, respectively, and are primarily included in gaming expenses on the Company’s consolidated statements of loss.

Income Taxes – The Company accounts for income taxes using the asset and liability method, which provides that deferred tax assets and liabilities are recorded based on the difference between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, at a rate expected to be in effect when the differences become deductible or payable. Recorded deferred tax assets are evaluated for impairment by reviewing internal estimates for future taxable income.

Earnings Per Share– The calculation of basic earnings per share considers the weighted average outstanding common shares in the computation. The calculation of diluted earnings per share also gives effect to all potentially dilutive securities. The calculation of diluted earnings per share is based upon the weighted average number of common shares outstanding during the period, plus, if dilutive, the assumed exercise of stock options using the treasury stock method.

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Weighted average shares outstanding for the years ended December 31, 2025 and 2024 were as follows:

The following stock options are anti-dilutive and have not been included in the weighted-average shares outstanding calculation:

Cost Recovery Income – Cost recovery income is related to infrastructure built during the development of CDR. The infrastructure was built by the non-controlling shareholders prior to the Company’s acquisition of its controlling ownership interest in CDR. Income received by CDR related to cost recoveries is included in gain on foreign currency transactions, cost recovery income and other on the Company’s consolidated statements of loss. The distribution of cost recovery income to CDR’s non-controlling shareholders is recorded as distributions to non-controlling interests.

3. PROPERTY AND EQUIPMENT

Property and equipment at December 31, 2025 and 2024 consisted of the following:

Depreciation expense was $41.8 million and $40.6 million for the years ended December 31, 2025 and 2024, respectively. No long-lived asset impairment charges were recorded for the years ended December 31, 2025 and 2024. Approximately $745.5 million of the Company’s land and building and improvements are under the Master Lease and the Nugget Lease.

4. GOODWILL AND INTANGIBLE ASSETS

Goodwill

Goodwill represents the future economic benefits of a business combination to the extent that the purchase price exceeds the fair value of the net identified tangible and intangible assets acquired and liabilities assumed. The Company determines the estimated fair value of the net identified tangible and intangible assets acquired and liabilities assumed after review and consideration of relevant information including discounted cash flows, quoted market prices, and estimates made by management.

The Company tests goodwill for impairment as of October 1 each year, or more frequently as circumstances indicate it is necessary. Testing compares the estimated fair values of the reporting units to the reporting units’ carrying values. The reportable segments with goodwill balances as of December 31, 2025 were Canada and Poland. For the quantitative goodwill impairment test, the current fair value of each reporting unit with goodwill balances is estimated using a combination of (i) the income approach using the discounted cash flow method for projected revenue, EBITDA and working capital, (ii) the market approach observing the price at which comparable companies or shares of comparable companies are bought or sold, and (iii) fair value measurements

-F 14- using either quoted market price or an estimate of fair value using a present value technique. The cost approach, estimating the cost of reproduction or replacement of an asset, was considered but not used because it does not adequately capture an operating company’s intangible value. If the carrying value of a reporting unit exceeds its estimated fair value, the Company will recognize an impairment for the amount by which the carrying value exceeds the reporting unit’s fair value. The impairment analysis requires management to make estimates about future operating results, valuation multiples and discount rates and assumptions based on historical data and consideration of future market conditions. Changes in the assumptions can materially affect these estimates. Given the uncertainty inherent in any projection, actual results may differ from the estimates and assumptions used, or conditions may change, which could result in additional impairment charges in the future. Such impairments could be material. During the 2025 annual impairment testing, the Company performed a qualitative goodwill impairment test of each reporting unit with goodwill balances using a combination of (i) actual results compared to previously forecast estimates and (ii) analysis of the markets in which the casinos operate.

During its 2024 annual impairment testing, the Company determined that goodwill related to the Nugget was impaired. On July 30, 2024, the Company announced that it was replacing the management team at the Nugget. During the annual forecast process that began mid-fourth quarter 2024, the new management team revised the future operating results assumptions due to revised future performance expectations for the Nugget based on estimated future market conditions and analysis of the property’s sustained decrease in performance since its acquisition. The Company recorded $43.7 million to impairment – goodwill in its consolidated statement of loss for the year ended December 31, 2024 related to the impairment of the Nugget’s goodwill.

During 2024, the Company determined that goodwill related to Rocky Gap was impaired. During the annual forecast process that began mid-fourth quarter 2024, the management team at Rocky Gap revised the future operating results assumptions due to delays in the execution of a planned player engagement strategy. As a result of the updated forecast, goodwill related to Rocky Gap was concluded to be impaired during the fourth quarter of the year ended December 31, 2024. The Company recorded $26.5 million to impairment – goodwill in its consolidated statement of loss for the year ended December 31, 2024 related to the impairment of Rocky Gap’s goodwill.

Changes in the carrying value of goodwill related to US East, US Midwest, US West, Canada and Poland segments are as follows:

Intangible Assets

The Company tests its indefinite-lived intangible assets as of October 1 each year, or more frequently as circumstances indicate it is necessary. The fair value is determined primarily using the multi-period excess earnings methodology (“MPEEM”) and the relief from royalty method under the income approach. During the 2025 annual impairment testing, the Company performed a qualitative impairment test of each reporting unit with indefinite-lived intangible assets using a combination of (i) actual results compared to previously forecast estimates and (ii) analysis of the markets in which the casinos operate.

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Intangible assets at December 31, 2025 and 2024 consisted of the following:

Trademarks

The Company currently owns five trademarks: Century Casinos, Mountaineer, Nugget, Rocky Gap and Casinos Poland. The trademarks are reported as intangible assets on the Company’s consolidated balance sheets.

Trademarks: Finite-Lived

The Company has determined that each of the Mountaineer and Rocky Gap trademarks, reported in the US East segment, and the Nugget trademark, reported in the US West segment, have a useful life often years after considering, among other things, the expected use of the asset, the expected useful life of other related assets or asset groups, any legal, regulatory, or contractual provisions that may limit the useful life, the effects of obsolescence, demand and other economic factors, and the maintenance expenditures required to promote and support the trademark. As such, the trademarks will be amortized over their useful lives. Costs incurred to renew trademarks that are finite-lived are expensed over the renewal period to general and administrative expenses on the Company’s consolidated statements of loss.

Changes in the carrying amount of the finite-lived trademarks are as follows:

As of December 31, 2025, estimated amortization expense for the finite-lived trademarks over the next five years was as follows:

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Trademark amortization expense was $1.7 million for each of the years ended December 31, 2025 and 2024. The weighted-average amortization period of the United States trademarks is 6.3 years.

Trademarks: Indefinite-Lived

The Company has determined the Casinos Poland trademark, reported in the Poland segment, and the Century Casinos trademark, presented in the table below as Corporate and Other for reconciliation purposes, have indefinite useful lives and therefore the Company does not amortize these trademarks. Costs incurred to renew trademarks that are indefinite-lived are expensed over the renewal period as general and administrative expenses on the Company’s consolidated statements of loss.

Changes in the carrying amount of the indefinite-lived trademarks are as follows:

Casino Licenses: Finite-Lived

As of December 31, 2025, Casinos Poland hadsix casino licenses, each with an original term ofsix years, which are reported as finite-lived intangible assets and are amortized over their respective useful lives.

Changes in the carrying amount of the finite-lived licenses are as follows:

As of December 31, 2025, estimated amortization expense for the finite-lived casino licenses over the next five years was as follows:

These estimates do not reflect the impact of future foreign exchange rate changes or the continuation of the licenses following their expiration. Casino license amortization expense was $0.6 million and $0.5 million for the years ended December 31, 2025 and 2024, respectively. The weighted average period before the next license expiration is 4.2 years. In Poland, casino gaming licenses are granted for a term ofsix years and are not renewable. Before a gaming license expires for a particular city, there is a public notification of an available license and any gaming company can apply for the license for that city. Although the Company applies for the new license prior to the expiration of the current license, there is no guarantee a new license will be awarded prior to the expiration of the current license or at all. The Company was awarded a second license in the city of Wroclaw in March 2025. The Company opened the casino in February 2026.

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Casino Licenses: Indefinite-Lived

The Company has determined that the casino licenses held in the US East segment from the West Virginia Lottery Commission, in the US Midwest segment from the Missouri Gaming Commission, in the US West segment from the Nevada Gaming Commission (held by Smooth Bourbon) and in the Canada segment from the AGLC and the HRA are indefinite-lived. Costs incurred to renew licenses that are indefinite-lived are expensed over the renewal period to general and administrative expenses on the Company’s consolidated statements of loss. Changes in the carrying amount of the licenses are as follows:

Player’s Club Lists

The Company has determined that the player’s club lists, reported in the US East, US Midwest and US West segments, have useful lives ofseven years to 10 years based on estimated revenue attrition among the player’s club members as estimated by management over each property’s historical operations. As such, the player’s club lists are amortized over their useful lives. Changes in the carrying amount of the player’s club lists are as follows:

As of December 31, 2025, estimated amortization expense for the player’s club lists over the next five years was as follows:

Player’s club amortization expense was $6.8 million for each of the years ended December 31, 2025 and 2024. The weighted-average amortization period for the player’s club lists is 3.5 years.

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5. LONG-TERM DEBT

Long-term debt and the weighted average interest rates at December 31, 2025 and 2024 consisted of the following:

Goldman Credit Agreement

On April 1, 2022, the Company entered into the Goldman Credit Agreement by and among the Company, as borrower, the subsidiary guarantors party thereto, Goldman Sachs Bank USA, as administrative agent and collateral agent, Goldman Sachs Bank USA and BofA Securities, Inc., as joint lead arrangers and joint bookrunners, and the lenders and letter of credit lenders party thereto. The Goldman Credit Agreement provides for a $350.0 million Goldman Term Loan and a $30.0 million Revolving Facility. As of December 31, 2025, the outstanding balance of the Goldman Term Loan was $333.4 million and the Company had not borrowed on its $30.0 million Revolving Facility. The Company used the Goldman Term Loan to fund the acquisition of the Nugget, for the repayment of approximately $166.2 million outstanding under a prior credit facility and for related fees and expenses.

The Goldman Term Loan matures on April 1, 2029, and the Revolving Facility matures on April 1, 2027. The Revolving Facility includes up to $10.0 million available for the issuance of letters of credit. The Goldman Term Loan requires scheduled quarterly payments of $875,000 equal to 0.25% of the original aggregate principal amount of the Goldman Term Loan, with the balance due at maturity. The Company repurchased approximately $3.5 million principal amount of the Goldman Term Loan for 97% of its value in February 2024.

Borrowings under the Goldman Credit Agreement bear interest at a rate equal to, at the Company’s option, either (a) the Adjusted Term SOFR (as defined in the Goldman Credit Agreement), plus an applicable margin (each loan, being a “SOFR Loan”), or (b) the ABR (as defined in the Goldman Credit Agreement), plus an applicable margin (each loan, being an “ABR Loan”). The applicable margin for the Goldman Term Loan is 6.00% per annum with respect to SOFR Loans and 5.00% per annum with respect to ABR Loans. For the years ended December 31, 2025 and December 31, 2024, the weighted average interest rates under the Goldman Term Loan were 10.48% and 11.45%, respectively. The applicable margin for loans under the Revolving Facility (“Revolving Loans”) is (1) so long as the Consolidated First Lien Net Leverage Ratio (as defined in the Goldman Credit Agreement) of the Company is greater than 2.75 to 1.00, the applicable margin for Revolving Loans that are SOFR Loans will be 5.25% per annum, and for Revolving Loans that are ABR Loans will be 4.25% per annum; (2) so long as the Consolidated First Lien Net Leverage Ratio of the Company is less than or equal to 2.75 to 1.00 but greater than 2.25 to 1.00, the applicable margin for Revolving Loans that are SOFR Loans will be 5.00% per annum, and for Revolving Loans that are ABR Loans will be 4.00% per annum; and (3) so long as the Consolidated First Lien Net Leverage Ratio of the Company is less than or equal to 2.25 to 1.00, the applicable margin for Revolving Loans that are SOFR Loans will be 4.75% per annum, and for Revolving Loans that are ABR Loans will be 3.75% per annum.

In addition, on a quarterly basis, the Company is required to pay each lender under the Revolving Facility a commitment fee in respect of any unused commitments under the Revolving Facility at a per annum rate of 0.50% of the principal amount of unused commitments of such lender, subject to a stepdown to 0.375% based upon the Company’s Consolidated First Lien Net Leverage Ratio. The Company is also required to pay letter of credit fees equal to the applicable margin then in effect for SOFR Loans that are Revolving Loans multiplied by the average daily maximum aggregate amount available to be drawn under all letters of credit, plus such letter of credit issuer’s customary documentary and processing fees and charges and a fronting fee in an amount equal to 0.125% of the face amount of such letter of credit. The Company is also required to pay customary agency fees. Fees related to the Goldman Credit Agreement of $0.2 million and $0.1 million were recorded as interest expense in the consolidated statements of loss for the years ended December 31, 2025 and 2024, respectively.

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-F 19-

The Goldman Credit Agreement requires the Company to prepay the Goldman Term Loan, subject to certain exceptions, with:

•100% of the net cash proceeds of certain non-ordinary course asset sales or certain casualty events, subject to certain exceptions; and

•50% of the Company’s annual Excess Cash Flow (as defined in the Goldman Credit Agreement) (which percentage will be reduced to 25% if the Consolidated First Lien Net Leverage Ratio is greater than 2.25 to 1.00 but less than or equal to 2.75 to 1.00, and to 0% if the Consolidated First Lien Net Leverage Ratio is less than or equal to 2.25 to 1.00).

The Goldman Credit Agreement provides that the Goldman Term Loan may be prepaid without a premium or penalties.

The borrowings under the Goldman Credit Agreement are guaranteed by the material subsidiaries of the Company, subject to certain exceptions (including the exclusion of the Company’s non-domestic subsidiaries), and are secured by a pledge (and, with respect to real property, mortgage) of substantially all of the existing and future property and assets of the Company and the guarantors, subject to certain exceptions.

The Goldman Credit Agreement contains customary representations and warranties, affirmative, negative and financial covenants, and events of default. All future borrowings under the Goldman Credit Agreement are subject to the satisfaction of customary conditions, including the absence of a default and the accuracy of representations and warranties. If the Company has aggregate outstanding revolving loans, swingline loans and letters of credit greater than $10.5 million as of the last day of any fiscal quarter, it is required to maintain a Consolidated First Lien Net Leverage Ratio of 5.50 to 1.00 or less for such fiscal quarter. As of December 31, 2025, the Consolidated First Lien Net Leverage Ratio exceeded 5.50 to 1.00, but the Company hadno outstanding revolving loans, swingline loans or letters of credit under the Goldman Credit Agreement.

Deferred financing costs consist of the Company’s costs related to financings. Amortization expenses relating to the Goldman Credit Agreement were $2.7 million for each of the years ended December 31, 2025 and 2024. These costs are included in interest expense in the consolidated statements of loss for the years ended December 31, 2025 and 2024, respectively.

Casinos Poland

As of December 31, 2025, CPL had a short-term line of credit (“CPL Credit Facility”) with mBank S.A. (“mBank”) used to finance current operations. The CPL Credit Facility was amended in June 2025 to extend the borrowing capacity of PLN 15.0 million through June 25, 2026. The CPL Credit Facility bears an interest rate of overnight WIBOR plus 2.00%. For the years ended December 31, 2025 and 2024, the weighted average interest rates under the CPL Credit Facility were 7.00% and 7.30%, respectively. As of December 31, 2025, the CPL Credit Facility had an outstanding balance of PLN 13.6 million ($3.8 million based on the exchange rate in effect on December 31, 2025), and approximately PLN 1.4 million ($0.4 million based on the exchange rate in effect on December 31, 2025) was available for additional borrowing. The CPL Credit Facility is secured by a building owned by CPL in Warsaw. The CPL Credit Facility contains a number of covenants applicable to CPL, including covenants that require CPL to maintain certain liquidity and liability to asset ratios. CPL was not in compliance with all applicable financial covenants under the CPL Credit Facility as of December 31, 2025. The violation of the covenant allows the lender to increase the interest rate by 0.50% but will not result in an acceleration of the loan.

On November 20, 2025, CPL entered into a credit agreement with mBank (the “CPL Credit Agreement”). The CPL Credit Agreement is a term loan with a maximum borrowing amount of PLN 4.0 million that is being used to construct the casino at the Company’s second casino in Wroclaw. The CPL Credit Agreement bears an interest rate of 1-month WIBOR plus 2.00%. The CPL Credit Agreement has afour year term through December 2029. As of December 31, 2025, the CPL Credit Agreement had an outstanding balance of PLN 1.9 million ($0.5 million based on the exchange rate in effect on December 31, 2025). CPL had PLN 2.1 million ($0.6 million based on the exchange rate in effect on December 31, 2025) remaining borrowing availability under this credit agreement through January 29, 2026. The CPL Credit Agreement is secured by a building owned by CPL in Warsaw. The CPL Credit Agreement contains a number of covenants applicable to CPL, including covenants that require CPL to maintain certain liquidity and liability to asset ratios. CPL was not in compliance with all applicable financial covenants under the CPL Credit Agreement as of December 31, 2025. The violation of the covenant allows the lender to increase the interest rate by 0.50% but will not result in an acceleration of the loan.

Under Polish gaming law, CPL is required to maintain PLN 4.8 million in the form of deposits or bank guarantees for payment of casino jackpots and gaming tax obligations, mBank issued guarantees to CPL for this purpose totaling PLN 4.8 million ($1.3 million based on the exchange rate in effect as of December 31, 2025). The mBank guarantees are secured by land owned by CPL in Kolbaskowo, Poland as well as deposits totaling PLN 1.7 million ($0.5 million based on the exchange rate in effect as of December 31, 2025) with mBank and will terminate in January 2031 and September 2030, respectively. CPL also is required to maintain deposits or provide bank guarantees for payment of additional prizes and giveaways at the casinos. The amount of these deposits varies depending on the value of the prizes. CPL maintained PLN 0.8 million ($0.2 million based on the exchange rate in effect as

-F 20- of December 31, 2025) in deposits for this purpose as of December 31, 2025. These deposits are included in deposits and other on the Company’s consolidated balance sheet for the year ended December 31, 2025.

Century Resorts Management

CRM previously had a EUR 6.0 million term loan with UniCredit Bank Austria AG (the “UniCredit Term Loan”). The UniCredit Term Loan was paid in full in December 2025 and bore an interest rate of 2.875%.

As of December 31, 2025, scheduled repayments related to long-term debt were as follows:

(1)The CPL Credit Agreement could be borrowed against through January 29, 2026. The repayments above are based on the payment schedule set forth in the agreement of PLN 83,000 per month (approximately $23,000 per month based on the exchange rate in effect as of December 31, 2025).

(2)The CPL Credit Facility is available through June 2026. There is no set repayment schedule for the line of credit. The Company has included the balance in 2026 based on the planned repayment schedule.

6. LONG-TERM FINANCING OBLIGATION

In December 2019, certain subsidiaries of the Company(collectively, the “Tenant”) and certain subsidiaries of VICI PropCo (collectively, the “Landlord”) entered into a sale and leaseback transaction in connection with the 2019 Acquisition and entered into the Master Lease to lease the real estate assets. See Note 1 for a list of the Company’s subsidiaries under the Master Lease.

The Master Lease has been modified as follows:

On December 1, 2022, an amendment provided for (i) modifications with respect to certain project work to be done by the Company related to Century Casino Caruthersville, (ii) modifications to rent under the Master Lease to provide for an increase in initial annualized rent by approximately $4.2 million, the cash payments for which can be deferred for a period of 12 months after the completion of the project, and (iii) other related modifications. The Company elected to defer the cash payments related to the increase in initial annualized rent for 12 months, and the deferred rent is being paid over asix month period that began in December 2025.

On July 25, 2023, an amendment (i) added Rocky Gap to the Master Lease, (ii) increased initial annualized rent by approximately $15.5 million and (iii) extended the initial Master Lease term for 15 years from the date of the amendment (subject to thefour existing five year renewal options).

On September 6, 2023, an amendment (i) added the Century Canadian Portfolio to the Master Lease, (ii) increased initial annualized rent by approximately CAD 17.3 million ($12.6 million based on the exchange rate on December 31, 2025) and (iii) extended the initial Master Lease term for all properties 15 years from the date of the amendment (subject to thefour existing five year renewal options).

The Master Lease does not transfer control of the properties under the Master Lease to VICI PropCo subsidiaries. The Company accounts for the transaction as a failed sale-leaseback financing obligation. When cash proceeds are exchanged, a failed sale-leaseback financing obligation is equal to the proceeds received for the assets that are sold and then leased back. The value of the failed sale-leaseback financing obligations recognized in this transaction was determined to be the fair value of the leased real estate assets. In subsequent periods, a portion of the periodic payment under the Master Lease will be recognized as interest expense with the remainder of the payment reducing the failed sale-leaseback financing obligation using the effective interest method. The failed sale-leaseback obligations will not be reduced to less than the net book value of the leased real estate assets as of the end of the lease term.

-F 21-

The fair values of the real estate assets and the related failed sale-leaseback financing obligation were estimated at lease inception based on the present value of the estimated future payments over the term plus renewal options of 35 years, using the imputed discount rate of approximately 8.9%. The value of the failed sale-leaseback financing obligation is dependent upon assumptions regarding the amount of the payments and the estimated discount rate of the payments required by a market participant.

The Master Lease provides for the lease of land, buildings, structures and other improvements on the land, easements and similar appurtenances to the land and improvements relating to the operations of the leased properties. The Master Lease has an initial term of 15 years with no purchase option. At the Company’s option, the Master Lease may be extended for up tofour, five year renewal terms beyond the initial 15 year term. The Company exercisedone five year renewal option when the Master Lease was amended on December 1, 2022. The current lease term is through September 30, 2038. The renewal terms are effective as to all, but not less than all, of the properties then subject to the Master Lease. The Company does not have the ability to terminate its obligations under the Master Lease prior to its expiration without the Landlord’s consent.

The Master Lease has a triple-net structure, which requires the Tenant to pay substantially all costs associated with the Company’s properties that are subject to the Master Lease, including real estate taxes, insurance, utilities, maintenance and operating costs. The Master Lease contains certain covenants, including minimum capital improvement expenditures. The Company has provided a guarantee of the Tenant’s obligations under the Master Lease.

The rent payable under the Master Lease currently escalates at the greater of either 1.0125% (the “Base Rent Escalator”) or the increase in CPI. The CPI rent escalator for the Century Canadian Portfolio is capped at 2.5%. The Base Rent Escalator is subject to adjustment from and after the sixth year if the Minimum Rent Coverage (as defined in the Master Lease) is not satisfied. Cash rent payments under the Master Lease adjusted for CPI for the year ending December 31, 2026 are estimated to be $67.3 million.

The estimated future payments in the table below include payments and adjustments to reflect estimated payments as described in the Master Lease, including the minimum annual escalator of 1.0125%. The estimated future payments in the table below are not adjusted for increases based on the CPI.

(1)Included in 2026 is $3.5 million in deferred rent related to the Caruthersville project that will be repaid through May 2026.

Total payments and interest expense related to the Master Lease for the years ended December 31, 2025 and 2024 were as follows:

(1)For the initial periods of the Master Lease, cash payments are less than the interest expense recognized, which causes the financing obligation to increase.

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-F 22-

7. REVENUE RECOGNITION

The Company derives revenue and other income primarily from contracts with customers. A breakout of the Company’s revenue and other income is presented in the table below.

The Company operates gaming establishments as well as related lodging, restaurant, horse racing (including off-track betting), sports betting, iGaming, and entertainment facilities in the US, Canada and Poland. The Company generates revenue at its properties by providing the following types of products and services: gaming, pari-mutuel and sports betting, iGaming, hotel, food and beverage, and other.

Revenue from external customers is attributed to reportable segments based on the location of the Company’s casino operations. Disaggregation of the Company’s revenue from contracts with customers by type of revenue and reportable segment is presented in the tables below.

(1)Represents additional business activities including certain other corporate and management operations that are not included in the Company’s reportable segments. Information is presented for reconciliation purposes.

(1)Represents additional business activities including certain other corporate and management operations that are not included in the Company’s reportable segments. Information is presented for reconciliation purposes.

For the majority of the Company’s contracts with customers, payment is made in advance of the services and contracts are settled on the same day the sale occurs with revenue recognized on the date of the sale. For contracts that are not settled, a contract liability is created. The expected duration of the performance obligation is less than one year.

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-F 23-

The amount of revenue recognized that was included in the opening contract liability balance was $2.8 million and $4.1 million for the years ended December 31, 2025 and 2024, respectively. This revenue consisted primarily of the Company’s deferred gaming revenue from player points earned through play at the Company’s casinos located in the United States and events at the Nugget. The balance in receivables relates to sports betting and iGaming revenue owed to the Company by its partners. Activity in the Company’s receivables and contract liabilities from contracts with customers is presented in the table below.

Receivables are included in accounts receivable and contract liabilities are included in accrued liabilities on the Company’s consolidated balance sheets.

Substantially all of the Company’s contracts and contract liabilities have an original duration of one year or less. The Company applies the practical expedient for such contracts and does not consider the effects of the time value of money. Further, because of the short duration of these contracts, the Company applied the optional exemption and has not disclosed the transaction price for the remaining performance obligations as of the end of each reporting period or when the Company expects to recognize this revenue.

Pari-mutuel, sports betting and iGaming revenue includes the following for the years ended December 31, 2025 and 2024:

8. LEASES

The Company determines if an arrangement is a lease at inception. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate in each of the jurisdictions in which its subsidiaries operate to calculate the present value of lease payments. Lease terms may include options to extend or terminate the lease. These options are included in the lease term when it is reasonably certain that the Company will exercise those options. Operating lease expense is recorded on a straight-line basis over the lease term. The Company accounts for lease agreements with lease and non-lease components as a single lease component for all asset classes. The Company does not establish ROU assets or lease liabilities for operating leases with terms of 12 months or less. The Company’s operating and finance leases include land, casino space, corporate offices, and gaming and other equipment. The leases have remaining lease terms ofone month to 47 years.

The components of lease expense were as follows:

-F 24-

Variable lease expense relates primarily to rates based on a percentage of gaming revenue, changes in indexes that are excluded from the lease liability and fluctuations in foreign currency related to leases in Poland.

Supplemental cash flow information related to leases was as follows:

Supplemental balance sheet information related to leases was as follows:

Maturities of lease liabilities as of December 31, 2025 were as follows:

-F 25-

9. OTHER BALANCE SHEET CAPTIONS

Accrued liabilities include the following as of December 31, 2025 and 2024:

Accrued commissions (AGLC) include the portion of slot machine net sales and table game wins owed to the AGLC as of December 31, 2025 and 2024.

Taxes payable include the following as of December 31, 2025 and 2024:

Taxes payable and other include the following as of December 31, 2025 and 2024:

10. SHAREHOLDERS’ EQUITY

Since March 2000, the Company has had a discretionary program to repurchase its outstanding common stock. Beginning in May 2025, the Company has entered into 10b5-1 trading plans (the “Plans”) for the purpose of repurchasing shares of the Company’s outstanding common stock in accordance with the share repurchase program previously authorized by the Board. The Plans are intended to comply with Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended. Repurchases of common stock under the Plans are being administered through an independent broker and are subject to certain price, market, volume and timing constraints specified in the Plans.

The Company’s Plan announced on May 14, 2025 expired by its terms on July 31, 2025, and the Plan announced on August 11, 2025 expired by its terms on December 31, 2025. The Company’s current Plan was announced on January 2, 2026. The current Plan authorizes the repurchase of up to $1.5 million shares of the Company’s outstanding common stock and expires by its terms on May 10, 2026. During the year ended December 31, 2025, the Company repurchased and retired 1,951,955 shares of the Company’s common stock for $4.0 million on the open market under the Plans. See Part II, Item 5 of this report for additional details.

The Company has not declared or paid any dividends. Declaration and payment of dividends, if any, in the future will be at the discretion of the Board. The Company does not have any minimum capital requirements related to its status as a US corporation in the state of Delaware.

-F 26-

11. STOCK-BASED COMPENSATION

Stockholders of the Company approved the 2016 Equity Incentive Plan (the “2016 Plan”) at the 2016 annual meeting of stockholders. The 2016 Plan was amended and restated at the Company’s 2024 annual meeting of stockholders. The 2016 Plan will expire in June 2034. The 2016 Plan provides for the grant of awards to eligible individuals in the form of stock, restricted stock, stock options, performance units or other stock-based awards, all as defined in the 2016 Plan. The 2016 Plan provides for the issuance of up to 5,930,400 shares of common stock to eligible individuals, including directors, through the various forms of permitted awards. The Company is not permitted to issue stock options at an exercise price lower than fair market value at the date of grant. All stock options are required to have an exercise period not to exceedten years. As of December 31, 2025, the Company has granted 3,826,477 performance stock units (“PSUs”), restricted stock units (“RSUs”) and stock options under the 2016 Plan. Any committee as delegated by the Board has the power and discretion to, among other things, prescribe the terms and conditions for the exercise of, or modification of, any outstanding awards in the event of merger, acquisition or any other form of acquisition other than a reorganization of the Company under the United States Bankruptcy Code or liquidation of the Company. The 2016 Plan also allows limited transferability of any stock options to legal entities that are 100% owned or controlled by the optionee or to the optionee’s family trust.

PSUs

The PSUs vest subject to market and performance conditions. The conditions are weighted 25% based on market conditions and 75% based on performance conditions. Market conditions are based on the Company’s total shareholder return (“TSR”) relative to a select group of peer companies at the end of a three year performance period. Performance conditions are based on the Company’s actual Adjusted EBITDAR over thethree year performance period compared to forecasted Adjusted EBITDAR over the same period. Depending on the TSR and Adjusted EBITDAR at the end of the performance period, anywhere from 0% to 200% of the target grant may vest. Expense is recognized on a straight-line basis over the performance period beginning on the date of grant. Probability is assessed quarterly on the performance conditions and compensation expense is adjusted accordingly. Actual forfeitures are recognized as they occur.

Activity in the Company’s stock-based compensation plan for the PSUs was as follows:

At December 31, 2025, there was a total of $0.5 million of total unrecognized compensation expense related to the PSUs. The cost is expected to be recognized over a weighted-average period of 1.9 years. The PSUs granted during 2023 will vest in March 2026.

The fair value of the PSUs granted is estimated on the date of grant using the Monte Carlo model with the following assumptions:

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-F 27-

Stock Options

Activity related to options in the Company’s stock-based compensation plans for employee stock options was as follows:

(1)In years

The following table summarizes information about employee stock options outstanding and exercisable at December 31, 2025:

(1) In years

The aggregate intrinsic value represents the difference between the Company’s closing stock price of $1.33 per share as of December 31, 2025 and the exercise price multiplied by the number of options outstanding or exercisable as of that date. At December 31, 2025, there was a total of $0.3 million of unrecognized compensation expense related to employee stock options. The cost is expected to be recognized over a weighted-average period of 0.7 years.

No employee stock options were issued during the years ended December 31, 2025 and 2024.

Director Equity

The Company’s outside directors were issued 7,317 RSUs with a grant date fair value of $2.05 per share during 2025. The RSUs vest in March 2026. There wereno RSUs or options issued to directors of the Company during 2024. As of December 31, 2025, there were 75,000 options outstanding to independent directors of the Company with a weighted-average exercise price of $7.77 per share. At December 31, 2025, there wasno unrecognized compensation expense related to directors’ RSUs and options.

Additional Stock Information

There wereno stock option exercises during the years ended December 31, 2025 and 2024.

Stock-based compensation expense was recognized in general and administrative expenses on the Company’s consolidated statements of loss as follows:

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-F 28-

12. INCOME TAXES

The Company’s US and foreign pre-tax (loss) income is summarized in the table below:

The Company’s provision (benefit) for income taxes is summarized as follows:

The components of the Company’s income taxes paid, net of refunds, are as follows:

-F 29-

The Company’s effective income tax rate differs from the statutory federal income tax rate as follows:

(1)In 2024 and 2025, state taxes in Missouri comprised the majority of the state and local income taxes, net of federal effect category.

The Company’s effective income tax rate for the year ended December 31, 2025 was (5.4%). The federal corporate income tax rate in the United States for 2025 was 21%. The Company is also subject to Colorado, Missouri, West Virginia and Maryland state jurisdictions that had corporate tax rates ranging from 4.0% to 8.25% in 2025. The Company’s foreign tax rate differential reflects the fact that the US federal corporate income tax rate differs from statutory rates in Poland, Austria, Mauritius and Canada, which are 19.0%,23.0%,17.0% and 23.0%, respectively. Further, the income tax burden on the earnings taxed to the non-controlling interest holders of Smooth Bourbon is not reported by the Company.

The Company continues to maintain valuation allowances on deferred tax assets for CMR, CRM and Century Resorts International, Ltd., as well as deferred tax assets in the US. The Company's valuation allowances increased by $15.2 million for the year ended December 31, 2025, which materially impacts the Company’s effective tax rate.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted. The OBBBA extends and makes permanent several key provisions of the Tax Cuts and Jobs Act of 2017 previously set to expire at the end of 2025. This new legislation also introduced modifications to international taxation. The OBBBA did not have a material impact on the Company’s 2025 effective tax rate or income taxes paid. Management will continue to analyze and adjust future amounts as administrative guidance, regulations, and potential amendments and interpretations of the OBBBA occur.

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-F 30-

The Company’s deferred income taxes at December 31, 2025 and 2024 are summarized as follows:

The Company had income tax net operating loss carryforwards related to its domestic and international operations of approximately $100.5 million as of December 31, 2025. The Company has recorded $17.5 million of deferred tax assets related to the net operating loss carryforwards, excluding the impact of the adjustments of valuation allowances and unrecognized tax benefits. The deferred tax assets expire as follows:

-F 31-

As of December 31, 2025, the Company has accumulated undistributed earnings generated by its foreign subsidiaries that significantly exceed the approximately $36.7 million of cash and cash equivalents held by its foreign subsidiaries. Because substantially all of these accumulated undistributed earnings have previously been subject to the one-time transition tax on foreign earnings required by the Tax Act or have been subject to tax under the GILTI regime, any additional taxes due with respect to such earnings or the excess of the amount for financial reporting over the tax basis of the Company’s foreign investments would generally be limited to foreign withholding and the tax effect of current gains or losses. Due to management’s anticipation of repatriating certain current earnings from its foreign subsidiaries, the Company has recorded a deferred tax liability of $4.2 million for the foreign withholding tax required on a potential cash dividend to the US related to earnings from the sale and leaseback of the Company’s Canadian properties in 2023, as well as current earnings from foreign subsidiaries. Absent a need for additional funds in the US, management intends to indefinitely reinvest the historical earnings in Canada and other foreign jurisdictions.

The Company has analyzed filing positions in all of the US federal, state and foreign jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. The Company has identified its US federal tax return, its state tax returns in Colorado, Missouri, West Virginia and Maryland and its foreign tax returns in Canada and Poland as “major” tax jurisdictions, as defined by the Internal Revenue Code.

The Company’s income tax returns for the following periods are currently subject to examination:

During 2024, the Company recognized $0.5 million of unrecognized tax benefits due to a lapse of statute of limitations. The Company’s total amount of unrecognized tax benefit and changes to unrecognized tax benefit during the years ended December 31, 2025 and 2024 are summarized in the table below:

The Company recognizes interest accrued related to unrecognized tax benefits and penalties as income tax expense. Related to the unrecognized tax benefits above, the Company didnot accrue any penalties and interest during 2025 and 2024.

13. FAIR VALUE MEASUREMENTS AND DERIVATIVE INSTRUMENTS REPORTING

Fair Value Measurements

The Company follows fair value measurement authoritative accounting guidance for all assets and liabilities measured at fair value. That authoritative accounting guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. Market or observable inputs are the preferred sources of values, followed by assumptions based on hypothetical transactions in the absence of market inputs. The fair value hierarchy for grouping these assets and liabilities is based on the significance level of the following inputs:

Level 1 – quoted prices in active markets for identical assets or liabilities

Level 2 – quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations whose inputs are observable or whose significant value drivers are observable

Level 3 – significant inputs to the valuation model are unobservable

-F 32-

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The Company reflects transfers between the three levels at the beginning of the reporting period in which the availability of observable inputs no longer justifies classification in the original level. There wereno transfers between the three levels for the year ended December 31, 2025.

Nonrecurring Fair Value Measurements

The Company applies the provisions of the fair value measurement standard to its non-recurring, non-financial assets and liabilities measured at fair value.

Debt –The carrying value of the Goldman Credit Agreement approximates fair value based on variable interest paid on the obligations. The estimated fair values of the outstanding balance under the Goldman Credit Agreement is designated as Level 2 measurements in the fair value hierarchy based on quoted prices in active markets for similar liabilities. The carrying value of the CPL Credit Facility approximates fair value due to the short-term nature of the agreement. The carrying value of the CPL Credit Agreement approximates fair value based on the recently negotiated terms. The carrying values of the Company’s finance lease obligations approximate fair value based on the similar terms and conditions currently available to the Company in the marketplace for similar financings.

Other Estimated Fair Value Measurements– The estimated fair values of other assets and liabilities, such as cash and cash equivalents, accounts receivable and accounts payable, have been determined to approximate carrying value based on the short-term nature of those financial instruments. Cash equivalents as of December 31, 2025 and 2024, were $10.0 million and $25.0 million, respectively.

14. SEGMENT AND GEOGRAPHIC INFORMATION

During the fourth quarter of 2025, due to changes in expected long-term future economic characteristics, the Company determined that the aggregation of operating segments within the United States reportable segment was no longer appropriate. As a result, the Company reorganized its reportable segments to provide greater specificity within the United States. Although the Company’s consolidated results of operations, financial position and cash flows were not impacted, the Company has updated the segment disclosures for prior periods to reflect the new reporting structure.

The Company reports its financial performance infive reportable segments based on the geographical locations in which its casinos operate: United States – East (“US East”), United States – Midwest (“US Midwest”), United States – West (“US West”), Canada and Poland. The Company views each casino or other operation within those markets as a reporting unit. Reporting units are aggregated within operating and reportable segments based on their similar economic characteristics, types of customers, types of services and products provided, the regulatory environments in which they operate, and their management and reporting structure. All intercompany transactions are eliminated in consolidation.

The Company’s chief operating decision maker is a management function comprised oftwo individuals. Thesetwo individuals are the Company’s Co-Chief Executive Officers. The Company’s chief operating decision makers and management utilize Adjusted EBITDAR as a primary profit measure for its reportable segments and is utilized by the chief operating decision makers as follows:

within the annual budget and forecasting process when making decisions about the allocation of operating and capital resources to each segment;

to evaluate monthly results compared to budget which are used in assessing segment performance;

to determine whether to invest in growth projects in the segment; and

to determine initiatives such as acquisitions or deleveraging.

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The table below provides information about the aggregation of the Company’s reporting units and operating segments into reportable segments as of December 31, 2025:

(1)The real estate assets, except The Riverview hotel in Cape Girardeau and The Farmstead hotel in Caruthersville, are owned by VICI PropCo and leased under the Master Lease.

Adjusted EBITDAR

Adjusted EBITDAR is a measure defined as net earnings (loss) attributable to Century Casinos, Inc. shareholders before interest expense (income), net, income taxes (benefit), depreciation, amortization, non-controlling interest (earnings) losses and transactions, pre-opening expenses, termination expenses related to closing a casino, acquisition costs, non-cash stock-based compensation charges, asset impairment costs, (gain) loss on disposition of fixed assets, discontinued operations, (gain) loss on foreign currency transactions, cost recovery income and other, gain on business combination and certain other one-time transactions. Expense related to the Master Lease is included in interest expense. Intercompany transactions consisting primarily of management and royalty fees and interest, along with their related tax effects, are excluded from the presentation of Segment Adjusted EBITDAR. Not all of the aforementioned items occur in each reporting period, but have been included in the definition based on historical activity. These adjustments have no effect on the consolidated results as reported under US GAAP. Adjusted EBITDAR is not considered a measure of performance recognized under US GAAP.

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The following tables provide summary information regarding the Company’s reportable segments:

(1)Represents additional business activities including certain other corporate and management operations that are not included in the Company’s reportable segments. Information is presented for reconciliation purposes.

(2)Operating expenses include professional services, supplies, maintenance, utilities and other expenses not otherwise categorized in this table.

(3)Other segment items include marketing expenses.

(4)Interest expense primarily relates to the Master Lease and the Goldman Credit Agreement.

(5)Includes $1.0 million cost recovery income for CDR.

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(1)Represents additional business activities including certain other corporate and management operations that are not included in the Company’s reportable segments. Information is presented for reconciliation purposes.

(2)Operating expenses include professional services, supplies, maintenance, utilities and other expenses not otherwise categorized in this table.

(3)Other segment items include marketing expenses.

(4)Interest expense primarily relates to the Master Lease and the Goldman Credit Agreement.

(5)Includes $1.1 million cost recovery income related to CDR.

(6)Related to the impairment of goodwill at the Nugget and Rocky Gap.

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Additional reconciliations of the Company’s assets by reportable segment are included in the table below.

(1)Segment assets are cash and cash equivalents.

(2)Long-lived assets are calculated as total assets less total current assets and deferred income taxes.

(3)Represents additional business activities including certain other corporate and management operations that are not included in the Company’s reportable segments. Information is presented for reconciliation purposes.

Additional reconciliations of capital expenditures by reportable segment are included in the table below.

(1)Represents additional business activities including certain other corporate and management operations that are not included in the Company’s reportable segments. Information is presented for reconciliation purposes.

15. COMMITMENTS, CONTINGENCIES AND OTHER MATTERS

Litigation – From time to time, the Company is subject to various legal proceedings arising from normal business operations. The Company does not expect the outcome of such proceedings, either individually or in the aggregate, to have a material effect on its financial position, cash flows or results of operations.

Termination Costs (Poland)–CPL was not awarded a new license to operate a casino in Krakow, Poland. Agreements with the employees at the Krakow casino provide for payment of salaries for a negotiated termination period and severance pay. The final payments related to the Krakow casino were made in June 2025 and the estimate was adjusted based on these final payments. CPL was notified in June 2025 that it was not awarded a new license to operate a casino at the Hilton Hotel in Warsaw, Poland. Agreements with the employees at the Hilton Hotel casino in Warsaw provide for severance pay. The final payments related to the Hilton Hotel casino were made in September 2025.

A reconciliation of the termination cost liability as of December 31, 2025 is presented below:

(1)Termination costs are included in general and administrative expenses in the Poland reportable segment for the year ended December 31, 2025.

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Distribution to Non-Controlling Interest– The Company purchased a portion of its ownership interest in CDR in November 2013. Prior to the Company’s acquisition of its ownership interest in CDR, the non-controlling shareholders built infrastructure in the land surrounding CDR. When funds for the use of this infrastructure are received by CDR from unrelated parties, they are distributed, net of an amount withheld by the Company related to tax on the income, to CDR’s non-controlling shareholders through non-controlling interest. The Company distributed $0.8 million related to the infrastructure to CDR’s non-controlling shareholders for each of the years ended December 31, 2025 and 2024.

Employee Benefit Plans – The Company provides its employees in the United States with a 401(k) Savings and Retirement Plan (the “401K Plan”). The 401K Plan allows eligible employees to make tax-deferred cash contributions that are matched on a discretionary basis by the Company up to a specified level. Participants become fully vested in employer contributions over asix year period. The Company contributed $1.3 million and $1.4 million for the years ended December 31, 2025 and 2024, respectively.

The Company provides its employees in Canada withtwo registered retirement plans: the Registered Savings Plan (the “RSP Plan”) and Registered Pension Plan (the “RPP Plan”, and collectively, the “RSP and RPP Plans”). The RSP and RPP Plans allow eligible employees to make tax-deferred cash contributions that are matched on a discretionary basis by the Company up to a specified level. Participants in the RPP Plan become fully vested in employer contributions over atwo year period, and participants in the RSP Plan become fully vested in employer contributions immediately. The Company contributed $0.4 million and $0.3 million to the RSP and RPP Plans for the years ended December 31, 2025 and 2024, respectively.

16. TRANSACTIONS WITH RELATED PARTIES

The Company has entered into separate management agreements with Flyfish Management & Consulting AG (“Flyfish”), a management company controlled by Co CEO Erwin Haitzmann, and with Focus Lifestyle and Entertainment AG (“Focus”), a management company controlled by Co CEO Peter Hoetzinger’s family trust/foundation, to secure the services of each officer and related management company. Both Co CEOs are responsible for planning, directing, and controlling the activities of the Company. Included in general and administrative expenses in the Company’s consolidated statements of loss are payments to both Flyfish and Focus for a total of $0.8 million for each of the years ended December 31, 2025 and 2024.

The land, buildings, structures and other improvements of the Nugget are leased from Smooth Bourbon (the “Nugget Lease”). Marnell owns 50% of Smooth Bourbon along with the Company. The Company distributes dividends to non-controlling partners to Marnell for its 50% ownership interest in Smooth Bourbon. The dividends consist of rent from the Nugget Lease offset by operating costs of Smooth Bourbon and are recorded as dividends to non-controlling partners in the Company’s consolidated statement of cash flows. The Company paid Marnell $7.8 million and $7.6 million for the years ended December 31, 2025 and 2024, respectively. The estimated 2026 rent payments under the Nugget Lease attributable to Marnell’s ownership interest in Smooth Bourbon are $7.9 million.

The Nugget Lease finance lease asset, finance lease liability, revenue and expense are eliminated upon consolidation. The rent payments are subject to annual escalations during the lease term. The Nugget Lease has an initial term of 35 years and a purchase option if the Company purchases the remaining 50% of Smooth Bourbon. At the Company’s option, the Nugget Lease may be extended for up tofour additional five year renewal terms. The Nugget Lease has a triple-net structure, which requires the Company to pay substantially all costs associated with the property, including real estate taxes, insurance, utilities, maintenance and operational costs. The Nugget Lease contains certain covenants, including minimum capital improvement expenditure requirements. Century Casinos, Inc. has provided a guarantee of the Nugget’s obligations under the Master Lease.

17. SUBSEQUENT EVENTS

The Company evaluated subsequent events and accounting and disclosure requirements related to material subsequent events in its consolidated financial statements and related notes. The Company did not identify any material subsequent events impacting its financial statements in this report.

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