Bally's Corp

Management’s Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer (principal executive officer) and chief financial officer

(principal financial officer), conducted an evaluation of the effectiveness of our disclosure controls and procedures as of

December 31, 2025, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as

amended (the “Exchange Act”). Based on this evaluation, our chief executive officer and chief financial officer have concluded

that during the period covered by this report, the Company’s disclosure controls and procedures were not effective due to a

material weakness in the Company’s internal control over financial reporting described below.

Notwithstanding the ineffective disclosure controls and procedures as a result of the identified material weakness, our chief

executive officer and chief financial officer have concluded that the consolidated financial statements in this Annual Report on

Form 10-K present fairly, in all material respects, the Company’s financial position, results of operations and cash flows in

accordance with generally accepted accounting principles in the United States of America (U.S. GAAP).

Deloitte & Touche LLP, the Company’s independent registered public accounting firm that audited the Consolidated Financial

Statements for theperiod from February 8, 2025 to December 31, 2025 (Successor) andperiod from January 1, 2025 to

February 7, 2025 (Predecessor), issued an attestation report on the Company’s internal control over financial reporting which

immediately follows this report.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal

control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or

under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s

Board, management and other personnel to provide reasonable assurance regarding the reliability of financial statements for

external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

•pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and

dispositions of the assets of the Company;

•provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements

in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are

being made only in accordance with authorizations of management and directors of the Company; and

•provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition

of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate

because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Management

assessed the effectiveness of its Company’s internal control over financial reporting as of December 31, 2025 (Successor). In

making this assessment, management used the criteria established in the Internal Control-Integrated Framework (2013) issued

by the Committee of Sponsoring Organizations of the Treadway Commission (“the COSO framework”). Based on evaluation

under the criteria established in the COSO framework, management determined, based upon the existence of the material

weakness described below, we did not maintain effective internal control over financial reporting as of December 31, 2025

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that a

reasonable possibility exists that a material misstatement of our annual or interim financial statements would not be prevented

or detected on a timely basis.

Material Weakness Identified

Management has identified a material weakness, in the aggregate, related to the ineffective operation of management review

controls over accounting for income taxes and related disclosures.

Management has developed a remediation plan that includes reinforcing procedures for the timely preparation and review of tax

provisions and evaluating the structure of its tax department to enable more timely preparation of the tax provision and provide

adequate time to review the tax accounts and related disclosures.

Remediation of Previously Identified Material Weaknesses

As disclosed in Part II, Item 9A., “Controls and Procedures,” in our Annual Report on Form 10-K for the year ended December

31, 2024 (Predecessor), we identified control deficiencies during 2024 (Predecessor) that constituted a material weakness

relating to the lack of segregation of duties over the preparation, review, and recording of journal entries within our Bally’s

Intralot B2C reportable segment. We reinforced remediation efforts throughout 2024 (Predecessor) and monitored operating

effectiveness on a quarterly basis. As of December 31, 2025 (Successor), Management concluded this material weakness was

remediated. Specifically, the following plans were implemented and determined to be operating effectively:

•Educated control owners within the Bally’s Intralot B2C reportable segment of the appropriate design elements of

journal entry controls and enforcing policies requiring independent preparers and reviewers.

•Implemented a new enterprise resource planning (“ERP”) system, which enhanced the flow of financial information,

improved data management and control and enabled us to remediate segregation of duties over journal entries by

systematically requiring an independent preparer and reviewer of each journal entry.

•Enhanced monitoring controls designed to detect and remediate inappropriate segregation of duties over journal entry

review and approval.

Changes in Internal Control over Financial Reporting

During the period from February 8, 2025 to December 31, 2025 (Successor) and period from January 1, 2025 to February 7,

2025 (Predecessor), the Company completed its acquisitions of Queen Casino & Entertainment, Inc. and Intralot, collectively

(the “Acquired Companies”). Since the Company has not yet fully incorporated the internal controls and procedures of the

Acquired Companies into the Company’s internal control over financial reporting, management excluded the Acquired

Companies from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December

31, 2025 (Successor). These acquisitions on a combined basis constituted approximately $1.2 billion or 10.4% of the

Company’s total consolidated assets that were excluded from the scope of Management’s assessment, and approximately

$314.2 million or 12.6% of the Company’s consolidated revenues as of and for the period from February 8, 2025 to December

31, 2025 (Successor).

Other than the material weakness noted above, the remediation of the previously disclosed material weakness, and addition of

the Acquired Companies, there has been no change in our internal control over financial reporting that occurred during the

quarter ended December 31, 2025 (Predecessor) covered by this Annual Report on Form 10-K that has materially affected, or is

reasonably likely to materially affect, our internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Bally’s Corporation

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Bally's Corporation and subsidiaries (the “Company”) as of

December 31, 2025 (successor), based on criteria established in Internal Control — Integrated Framework (2013) issued by the

Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, because of the effect of the

material weakness identified below on the achievement of the objectives of the control criteria, the Company has not

maintained effective internal control over financial reporting as of December 31, 2025 (successor), based on criteria established

in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)

(PCAOB), the consolidated financial statements as of December 31, 2025 (successor), and for the periods from February 8,

2025 to December 31, 2025 (successor) and from January 1, 2025 to February 7, 2025 (predecessor), of the Company and our

report dated March 23, 2026, expressed an unqualified opinion on those financial statements.

As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment

the internal control over financial reporting at Queen Casino & Entertainment, Inc., (“Queen”) and Intralot S.A., and whose

financial statements constitute approximately $1.2 billion or 10.4% of the Company’s total consolidated assets as of December

31, 2025 (successor), and approximately $314.2 million or 12.6% of the Company’s consolidated revenues for the period from

February 8, 2025 to December 31, 2025 (successor). Accordingly, our audit did not include the internal control over financial

reporting at Queen and Intralot S.A.

Basis for Opinion

The Company's management is responsible for maintaining effective internal control over financial reporting and for its

assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report

on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over

financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be

independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the

audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all

material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk

that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the

assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit

provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally

accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures

that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and

dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and

expenditures of the company are being made only in accordance with authorizations of management and directors of the

company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or

disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,

projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate

because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Material Weakness

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that

there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be

prevented or detected on a timely basis. The following material weakness has been identified and included in management's

assessment: Management has identified a material weakness, in the aggregate, related to the ineffective operation of

management review controls over accounting for income taxes and related disclosures. This material weakness was considered

in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of

December 31, 2025 (successor), and for the periods from February 8, 2025 to December 31, 2025 (successor) and from January

1, 2025 to February 7, 2025 (predecessor), of the Company, and this report does not affect our report on such financial

statements.

/s/ Deloitte & Touche LLP

New York, New York

March 23, 2026