Bally's Corp

1. GENERAL INFORMATION

Description of Business

Bally’s Corporation (the “Company” or “Bally’s”) is a global gaming, hospitality and entertainment company with casinos and resorts and online gaming (“iGaming”) businesses. The Company owns and manages the following properties within its Casinos & Resorts reportable segment:

(1) Includes Bally’s Black Hawk North Casino, Bally’s Black Hawk West Casino and Bally’s Black Hawk East Casino.

(2) Properties leased from Gaming and Leisure Properties, Inc. (“GLPI”). Refer to Note 13 “Leases” for further information.

(3) Temporary casino facility as the Company’s future permanent casino resort in Chicago (the “Chicago Permanent Facility”) is constructed. The site of the Chicago Permanent Facility is leased from GLPI.

The Company’s Bally’s Intralot B2B reportable segment includes Bally’s Intralot S.A.’s (“Bally’s Intralot”) global business-to-business (“B2B”) operations and licensing revenue generating operations. Intralot S.A. was acquired by the Company in the fourth quarter of 2025. Refer to “Intralot Transaction” subsection below for further information.

The Company’s Bally’s Intralot B2C reportable segment includes the Company’s business-to-consumer (“B2C”) gaming operations in international jurisdictions andone casino property, Bally’s Newcastle, in the United Kingdom (“UK”).

The North America Interactive reportable segment includes a portfolio of sports betting and iGaming offerings in the United States and Canada.

Refer to Note 16 “Segment Reporting” for further information.

The Merger

On February 7, 2025 (the “Merger Date”), the Company completed its previously disclosed merger transactions (the “Merger”) with SG Parent LLC, (the “Parent”) and The Queen Casino & Entertainment, Inc. (“Queen”), a Parent affiliate, resulting in Parent and its affiliates beneficially owning 73.8% of the Company’s issued and outstanding common stock and Queen becoming a direct, wholly owned subsidiary of the Company. At the effective time of the Merger, the Company’s issued and outstanding common stock was (other than shares of common stock owned by (i) the Company or any of its wholly-owned subsidiaries, (ii) Parent or any of Parent’s affiliates, (iii) by holders exercising statutory appraisal rights, (iv) by SG CQ Gaming LLC, a Delaware limited liability company and (v) by holders who have elected to have such shares remain issued and outstanding following the Merger) converted into the right to receive $18.25 per share in cash. For a full description of the Merger and related transactions, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Intralot Transaction

In 2025, following the Merger, the Company held an investment in Bally’s Intralot, which was accounted for as an equity method investment under the fair value option. On October 8, 2025 (the “Intralot Closing Date”), the Company completed its acquisition of Bally’s Intralot under the transaction agreement, dated as of July 18, 2025 (the “Transaction Agreement”), pursuant to which Bally’s Intralot agreed to acquire Bally’s International Interactive through a combined cash-and-equity transaction. Pursuant to the Transaction Agreement, (i) Bally’s Intralot paid the Company $1.8 billion in cash and issued approximately 873.7 million new shares in exchange for all of the issued and outstanding capital stock of Bally’s Holdings Limited which held Bally’s International Interactive, (ii) the Company’s ownership of Bally’s Intralot increased to a controlling 57.9% interest through the issuance of equity to a consolidated subsidiary of the Company, making the Company the majority shareholder of Bally’s Intralot (the “Intralot Transaction”).

As a result of obtaining a controlling financial interest in Bally’s Intralot, the Company retained control of Bally’s International Interactive, via Bally’s Holdings Limited, throughout the Intralot Transaction, and as a result, the transfer of Bally’s International Interactive was accounted for as an equity transaction with the initial recognition of a 42.1% non-controlling interest, and no gain or loss was recognized in earnings.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company, its majority-owned subsidiaries and entities the Company identifies as variable interest entities (“VIEs”), of which the Company is determined to be the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform to the current year’s presentation. The financial statements of our foreign subsidiaries are translated into US Dollars (“USD”) using exchange rates in effect at period-end for assets and liabilities and average exchange rates during each reporting period for results of operations. Adjustments resulting from financial statement translations are reflected as a separate component of Accumulated other comprehensive income. Foreign currency transaction gains and losses are included in Net loss.

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (the “SEC”) for interim financial information, including the instructions to Form 10-Q and Rule 10-01 of the SEC’s Regulation S-X. Accordingly, certain information and note disclosures normally required in complete financial statements prepared in conformity with GAAP have been condensed or omitted. In the Company’s opinion, these condensed consolidated financial statements include all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented.

These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

We have made estimates and judgments affecting the amounts reported in our condensed consolidated financial statements and the accompanying notes. The actual results that we experience may differ materially from our estimates.

As a result of the Merger described in Note 1 “General Information”, the Company elected to push down its Parent’s basis in its net assets into its unaudited condensed consolidated financial statements, and as a result, unless the context otherwise requires, the “Company,” for periods prior to the Merger Date refers to Bally’s (“Predecessor”), and for the periods after the Merger Date refers to the combined Company of Bally’s and Queen (“Successor” or the “Company”). As a result of the Merger, the results of operations, financial position and cash flows of the Predecessor and the Successor are not directly comparable. As Bally’s was deemed to be the predecessor entity, the historical financial statements of Bally’s became the historical financial statements of the combined Company, upon the consummation of the Merger. As a result, the financial statements included in this report reflect (i) the historical operating results of Bally’s prior to the Merger and (ii) the combined results of the Company following the Merger Date. The accompanying unaudited condensed consolidated financial statements include a Predecessor period, which includes the period from January 1, 2025 through February 7, 2025 concurrent with the Merger, and a Successor period from February 8, 2025 through June 30, 2026. A black line between the Successor and Predecessor periods has been placed in the condensed consolidated financial statements and in the tables to the notes to the condensed consolidated financial statements to highlight the lack of comparability between these two periods.

The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

In May, 2026, the Required Revolving Lenders and Administrative Agent under the Company’s Revolving Credit Facility conditionally waived compliance with the consolidated net leverage ratio covenant for each fiscal quarter ending during the period commencing March 31, 2026 through the earlier of (i) the Company’s election to terminate the waiver upon certifying compliance with the covenant as of the most recently ended fiscal quarter, or (ii) the date immediately preceding the delivery of the compliance certificate for the quarter ending March 31, 2027 (the “Covenant Waiver Period”). The waiver remains subject to the Company’s ongoing satisfaction of a minimum liquidity maintenance requirement, among other conditions. Based on the Company’s current forecasts, excluding the financings described below and giving effect to the scheduled reduction in revolving commitments, the Company does not project that it would satisfy the liquidity maintenance requirement or, the consolidated net leverage ratio covenant once reinstated, and may not be in compliance with the Company’s Revolving Credit Facility during the twelve months following the date these financial statements are issued. As described below, while the Company is actively engaged in discussions on several financing alternatives, the conditions and events raise substantial doubt about the Company’s ability to continue as a going concern. Any future inability of the Company to stay in compliance with the Company’s Revolving Credit Facility has no implications under any of Bally’s Intralot’s debt documents. Bally’s Intralot does not guarantee any of Bally’s Corporation’s debt. Refer to Note 12 “Long-Term Debt” for further information.

In response to these conditions, the Company is pursuing a number of financing alternatives intended to enhance its liquidity, including asset monetization, an equity sale, and debt financings. In July 2026, the Company executed a term sheet for a loan to fund further development of the Bally’s Bronx project and general corporate purposes. While the term sheet is non-binding the parties are working towards a binding commitment. These plans have not been finalized, are subject to market conditions and the actions of third parties, and are not within the Company’s control, and there can be no assurance that the plans will be successfully implemented. As a result, the Company has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern.

The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

Variable Interest Entities

The Company evaluates entities for which control is achieved through means other than voting rights to determine if it is the primary beneficiary of a VIE. An entity is a VIE if it has any of the following characteristics (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support (ii) equity holders, as a group, lack the characteristics of a controlling financial interest or (iii) the entity is structured with non-substantive voting rights. The primary beneficiary of the VIE is generally the entity that has (a) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (b) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The Company consolidates its investment in a VIE when it determines that it is its primary beneficiary.

In determining whether it is the primary beneficiary of the VIE, the Company considers qualitative and quantitative factors, including, but not limited to which activities most significantly impact the VIE’s economic performance and which party controls such activities and significance of the Company’s investment and other means of participation in the VIE’s expected profits/losses. Significant judgments related to these determinations include estimates about the current and future fair values and performance of assets held by these VIEs and general market conditions.

The Company may change its original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affect the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary. The Company performs this analysis on an ongoing basis. Refer to Note 3 “Related Party Transactions” for further information.

Related Parties

The Company evaluates related parties pursuant to ASC 850, Related Party Disclosures (“ASC 850”). Related parties include VIE entities, shareholders of significant subsidiaries, key management personnel of the Company, and equity method investments held by the Company. Refer to Note 3 “Related Party Transactions” for further information.

Non-controlling interest

The Company consolidates Bally’s Intralot, Bally’s Chicago, Inc., and Bally’s Wyoming, LLC, in which the Company holds controlling financial interests. The third-party equity interests in these consolidated entities is presented as a non-controlling interest in the Company’s condensed consolidated statements of stockholders’ equity.

Net loss attributable to non-controlling interest consisted of the following:

There wasno net income attributable to non-controlling interest during the period from January 1, 2025 to February 7, 2025 (Predecessor).

(1) Non-controlling equity interests amounted to 40.5% and 41.2% as of June 30, 2026 (Successor) and December 31, 2025 (Successor), respectively.

(2) Non-controlling equity interests amounted to 10.5% as of June 30, 2026 (Successor) and December 31, 2025 (Successor).

(3) Non-controlling equity interests amounted to 20.0% as of June 30, 2026 (Successor).

On May 28, 2026, the shareholders of Bally’s Intralot approved a cash dividend of €30.0 million ($34.4 million) payable to its shareholders. As of June 30, 2026 (Successor), approximately €12.1 million ($13.9 million) attributable to minority Bally’s Intralot shareholders was included in Accrued and other current liabilities, with a corresponding reduction to Non-controlling interest within the Company’s condensed consolidated balance sheets. The dividend was subsequently paid to Bally’s Intralot shareholders on July 27, 2026.

Cash and Cash Equivalents and Restricted Cash

Cash and cash equivalents includes cash balances and highly liquid investments with an original maturity of three months or less. Restricted cash includes player deposits, payment service provider deposits, and Video Lottery Terminal (“VLT”) and table games related cash payables to certain states where we operate, which are unavailable for the Company’s use.

Accounts Receivable, Net

Accounts receivable, net consists of the following:

(1) Represents amounts due from GLPI related to the development of the Chicago Permanent Facility. Refer to Note 13 “Leases” for further information.

(2) Represents the Company’s share of VLT and table games revenue for Bally’s Twin River and Bally’s Tiverton due from the State of Rhode Island and for Bally’s Dover from the State of Delaware.

Deferred Payables

As of June 30, 2026 (Successor) and December 31, 2025 (Successor), there was $27.7 million and $47.0 million outstanding under the Company’s deferred payable arrangements, respectively, and are included in Accrued and other current liabilities on the condensed consolidated balance sheets.

Advertising Expense

The Company expenses advertising costs as incurred. Advertising expenses, including production and agency fees of campaigns, for the three months ended June 30, 2026 and 2025 (Successor) was $4.9 million and $2.7 million, respectively. Advertising expenses, including production and agency fees of campaign, for the six months ended June 30, 2026 (Successor), the period from February 8, 2025 to June 30, 2025 (Successor) and the period from January 1, 2025 to February 7, 2025 (Predecessor), was $10.0 million, $4.1 million and $0.9 million, respectively. The above advertising expenses are included in General and administrative on the condensed consolidated statements of operations.

Additionally, the Company incurred certain advertising and marketing costs directly associated with the Company’s iGaming products and services of $38.2 million and $31.5 million for the three months ended June 30, 2026 and 2025 (Successor), respectively. Certain advertising and marketing costs incurred directly associated with the Company’s iGaming products and services of $76.2 million, $49.6 million and $12.6 million during the six months ended June 30, 2026 (Successor), the period from February 8, 2025 to June 30, 2025 (Successor) and the period from January 1, 2025 to February 7, 2025 (Predecessor), respectively. These costs are included within Gaming expenses in the condensed consolidated statements of operations.

Provision for Income Taxes

During the three and six months ended June 30, 2026 (Successor), the Company recorded a benefit for income tax of $13.6 million and $16.8 million, respectively. During the three months ended June 30, 2025 (Successor), the period from February 8, 2025 to June 30, 2025 (Successor) and the period from January 1, 2025 to February 7, 2025 (Predecessor), the Company recorded a provision of $185.4 million, $88.3 million and $0.7 million, respectively.

The effective tax rate for the three months ended June 30, 2026 (Successor) and June 30, 2025 (Successor) was 7.6% and (431.3)%, respectively. The effective tax rate for the six months ended June 30, 2026 (Successor), the period from February 8, 2025 to June 30, 2025 (Successor) and the period from January 1, 2025 to February 7, 2025 (Predecessor) was 4.9%, (83.7)% and (1.3)%, respectively. As of June 30, 2026 (Successor), the Company projects an annual tax benefit relative to its pre-tax loss offset in part by the valuation allowance on interest and a $14.3 million discrete provision on the benefit of the Bally’s Twin River sale-leaseback during the three months ended March 31, 2026 (Successor).

3. RELATED PARTY TRANSACTIONS

The Star

The Company holds a 37.7% equity interest in The Star Entertainment Group Limited (“The Star”), an ASX-listed company, which it accounts for as an equity method investment under the fair value option allowed by ASC 825, Financial Instruments. Under the fair value option, the investment is remeasured at fair value at each reporting period through earnings. The Company measures fair value using quoted prices in active markets that are classified within Level 1 of the hierarchy, with changes to fair value included within Other non-operating (expense) income, net of the condensed consolidated statements of operations.

The Company has a service agreement with The Star whereby the Company will be reimbursed for certain administrative costs. The Company also holds a long-term receivable for accrued paid-in-kind interest, associated with the Company’s previously held investment in The Star’s subordinated debt and convertible notes, which was included in Other assets within the condensed consolidated balance sheets as of June 30, 2026 (Successor). The accrued paid-in-kind interest is reported at fair value based on Level 2 inputs, with changes to fair value included within Other non-operating (expense) income, net of the condensed consolidated statements of operations. Refer to Note 4 “Consolidated Financial Information” and Note 11 “Fair Value Measurements” for further information.

Equity Method Investments

The Company has certain other investments in unconsolidated subsidiaries, which are accounted for using equity method accounting. The Company records its share of net income or loss and changes in fair value for equity method investments accounted for under the fair value option within Other non-operating (expense) income, net in the condensed consolidated statements of operations. Refer to Note 4 “Consolidated Financial Information” for further information.

Equity Investee

As of June 30, 2026 (Successor) and December 31, 2025 (Successor), the Company held a 19.99% equity interest in an unconsolidated entity (the “Equity Investee”) accounted for under the equity method and is considered to be a related party under ASC 850. Certain intellectual property previously owned by Bally’s and used by the Equity Investee is owned by an independent trust (the “Trust”), which is considered a VIE that is consolidated by the Company based on the applicable criterion. The Trust licenses the use of such intellectual property to the Equity Investee under a commercial license arrangement, with licensing fees paid to the Trust by the Equity Investee based on its net gaming revenues. Any proceeds generated from the Trust property are distributed to the Company and are recognized as licensing revenue and included in “Non-gaming revenue” in the condensed consolidated statements of operations, as development of iGaming capabilities remains a core part of the Company’s strategy.

As of June 30, 2026 (Successor) and December 31, 2025 (Successor), the Company held a €30.0 million seven-year term note payable by the Equity Investee. During the fourth quarter of 2025 (Successor), the Company recorded a provision for credit loss of $17.1 million on the aforementioned term note. As of June 30, 2026 and December 31, 2025 (Successor), the net carrying value of the term note, included in Other assets within the condensed consolidated balance sheets, was $16.7 million and $17.1 million, respectively.

The Company recorded interest income on theseven-year term note of $0.8 million, $1.3 million, and $0.3 million during the three months ended June 30, 2025 (Successor), the period from February 8, 2025 to June 30, 2025 (Successor) and the period from January 1, 2025 to February 7, 2025 (Predecessor), respectively, included within Interest expense, net in the condensed consolidated statements of operations. A de minimis amount of interest income was recorded during the three and six months ended June 30, 2026 (Successor). The Company had $3.4 million and $6.1 million in receivables from the Equity Investee included within Accounts receivable, net as of June 30, 2026 (Successor) and December 31, 2025 (Successor), respectively.

Variable Interest Entities

In addition to the Trust, the Company evaluated variable interests held by Bally’s Intralot and concluded that DC09 LLC and Royal Highgate Ltd. are VIEs for which Bally’s Intralot is the primary beneficiary. As a result, these entities are consolidated in the Company’s condensed consolidated financial statements.

As of June 30, 2026 (Successor) and December 31, 2025 (Successor), the Company’s consolidated VIEs had total assets of $63.2 million and $60.8 million respectively, and total liabilities of $9.9 million and $18.6 million, respectively. Consolidated VIEs had total revenues of $4.0 million and $7.0 million during the three months ended June 30, 2026 and 2025 (Successor), respectively, and $6.5 million, $11.9 million and $3.7 million during the six months ended June 30, 2026 (Successor), the period from February 8, 2025 to June 30, 2025 (Successor) and the period from January 1, 2025 to February 7, 2025 (Predecessor), respectively.

4. CONSOLIDATED FINANCIAL INFORMATION

General and Administrative Expense

Amounts included in General and administrative were as follows:

Other Non-Operating (Expense) Income, Net

Amounts included in Other non-operating (expense) income, net were as follows:

Interest Expense, Net

Amounts included in Interest expense, net were as follows:

5. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Standards Implemented

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05, Financial Instruments—Credit Losses (Topic 326). The amendments clarify guidance related to Topic 326 for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers, and allowing for a practical expedient that assumes that current conditions as of the balance sheet do not change for the remaining life of the asset. The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, and was adopted on a prospective basis. The adoption of this ASU did not have a material impact on the Company’s financial statements and related disclosures.

Standards to Be Implemented

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements - Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. The amendments in this update align the requirements in the ASC to the SEC’s regulations. The effective date for each amended topic in the ASC is the date on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective. If by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from the Codification and not become effective. Early adoption is prohibited. The Company is currently in the process of evaluating the impact of this amendment on its financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in this update require disclosure of certain costs and expenses on an interim and annual basis in the notes to the financial statements. This update will be effective for fiscal years beginning after December 15, 2026, and interim reporting periods in fiscal years beginning after December 15, 2027, with early adoption permitted. The disclosures required under the guidance can be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all periods presented in the financial statements. The Company is currently evaluating the impact that this guidance will have on its financial statement disclosures.

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. The amendments in this update revise the requirements for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a VIE that meets the definition of a business. The amendments require that an entity consider the same factors that are currently required for determining which entity is the accounting acquirer in other acquisition transactions. The amendments in this update will be effective for fiscal years beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact that this guidance will have on its financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40). The amendments in this update are intended to simplify the capitalization guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods. The amendments in this update are effective for annual reporting periods after December 15, 2027. The Company is currently evaluating the impact that this guidance will have on its financial statements and related disclosures.

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Improvements to Hedge Accounting. The amendments in this update address stakeholder concerns and intend to more closely align hedge accounting with the economics of an entity’s risk management activities. The amendments are effective for fiscal years beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact that this guidance will have on its financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The amendments in this update are intended to improve the clarity and navigability of interim reporting guidance and specify when it applies. The ASU addresses the form and content of interim financial statements, adds a consolidated list of required interim disclosures from other Codification topics, and establishes a principle requiring disclosure of events occurring after the end of the last annual reporting period that have a material impact on the entity. The amendments are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact that this guidance will have on its financial statements and related disclosures.

6. REVENUE RECOGNITION

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, which requires the revenue to be recognized when a performance obligation is satisfied by transferring the control of promised goods or services and is measured at the transaction price or the amount of consideration that the Company expects to receive through satisfaction of the identified performance obligations. For a full description of the Company’s revenue policy, refer to Note 6, “Revenue Recognition” in Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

The Company generates revenue from six principal sources: (1) gaming (which includes retail gaming, online gaming, consumer lottery, sports betting and racing), (2) hotel, (3) food and beverage, (4) licensing, (5) technology services and (6) retail, entertainment and other.

The following table provides a disaggregation of total revenue by segment:

Contract Assets and Contract Related Liabilities

The Company’s receivables related to contracts with customers are primarily comprised of marker balances, interactive platform business-to-business service receivables, other amounts due from gaming activities, amounts due for hotel stays and amounts due from tracks and OTB locations. The Company’s receivables related to contracts with customers were $57.3 million and $57.5 million as of June 30, 2026 (Successor) and December 31, 2025 (Successor), respectively.

The Company has the following liabilities related to contracts with customers: liabilities for loyalty programs, advance deposits made for goods and services yet to be provided and unpaid wagers. All of the contract liabilities are short-term in nature and are included in Accrued and Other Current Liabilities on the condensed consolidated balance sheet.

Liabilities related to contracts with customers were as follows:

The Company recognized $5.4 million and $5.3 million of revenue related to loyalty program redemptions for the three months ended June 30, 2026 and 2025 (Successor), respectively. The Company recognized $10.9 million, $8.5 million and $2.2 million of revenue related to loyalty program redemptions for the six months ended June 30, 2026 (Successor), the period from February 8, 2025 to June 30, 2025 (Successor) and the period from January 1, 2025 to February 7, 2025 (Predecessor), respectively.

Up Front License Fees

The Company periodically makes long-term investments in contracts to obtain the right to supply products and/or services to its customers. As consideration, the Company pays up front fees, which are recognized as Other assets in its condensed consolidated balance sheet. During the second quarter of 2026, the Company paid $98.9 million in up front license fees. These up front license fees will be amortized, on a straight-line basis, as a reduction of technology services revenue, over the estimated economic life of the contract term, reflecting the pattern in which economic benefits are expected to be realized. As of June 30, 2026 (Successor), the Company had $97.1 million of up front license contracts within Other assets. There wereno investments held in up front license contracts as of December 31, 2025 (Successor).

7. BUSINESS COMBINATIONS

Intralot Transaction

As described in Note 1 “General Information”, the Company completed the Intralot Transaction on October 8, 2025, with the Company obtaining a controlling financial interest in Bally’s Intralot and retaining control of Bally’s International Interactive. The Intralot Transaction was accounted for as a business combination in accordance with ASC Topic 805, Business Combinations (“ASC 805”), with the Company as the accounting acquirer.

The preliminary fair value of the transaction consideration for the Company’s interest in Bally’s Intralot as of the Intralot Closing Date, was approximately $1.6 billion, which represents the fair value of Bally’s Intralot shares issued to the Company plus the fair value of the Company’s pre-existing investment of approximately $280.6 million.

The preliminary allocation of the purchase price is as follows:

The purchase consideration has been allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based upon their preliminary estimated fair values as of the acquisition date, with the excess of the purchase consideration over the aggregate net fair values recorded as goodwill, which is not deductible for tax purposes. Qualitative factors that contribute to the recognition of goodwill include an organized workforce and expected synergies from future cost savings and revenue driven by the integration of Bally’s intellectual property into Bally’s Intralot’s product offerings as well as cross selling product offerings of Bally’s Intralot and Bally’s International Interactive into existing and new markets.

Goodwill of $964.5 million and $780.4 million has been assigned to the Company’s Bally’s Intralot B2B and Bally’s Intralot B2C reportable segments based on the expected benefit from the transaction on a relative fair value basis, respectively. The Non-controlling interest was initially measured at its fair value based on the trading price of Bally’s Intralot stock on Euronext Athens as of the Intralot Closing Date. Certain adjustments have been made to Bally’s Intralot’s historical carrying values to conform accounting policies with the Company, including IFRS to GAAP conversion adjustments, with any such adjustments recorded to equity.

The Company recorded intangible assets based on estimates of fair value which consisted of the following (in thousands):

The valuation of intangible assets was determined using an income approach methodology including the multi-period excess earnings method and the relief from royalty method. Level 3 inputs used in estimating future cash flows included terminal growth rates of 3%, a royalty rate of 1.5% for the Bally’s Intralot trade name and 15.0% for other acquired intangibles, discount rates between 7.5% and 8.5%, and operating cash flows. The projected future cash flows are discounted to present value using an appropriate discount rate. As of June 30, 2026 (Successor), the Company is in the process of completing its valuation of tangible and intangible assets and the allocation of the purchase price to net assets, including the allocation of goodwill to reporting units, which will be completed once the valuation process has been finalized.

The Company incurred $1.6 million and $8.2 million of transaction-related expenses during the three and six months ended June 30, 2026 (Successor), respectively, and $7.2 million of transaction-related expenses during the three months ended June 30, 2025 and the period from February 8, 2025 to June 30, 2025 (Successor), both in connection with the transaction primarily related to legal and professional fees, which have been included within “General and administrative” in the condensed consolidated statements of operations.

Revenue of Bally’s Intralot attributable to Bally’s of $92.8 million and $188.1 million and net loss of Bally’s Intralot attributable to Bally’s of $43.4 million and $75.1 million have been included within the accompanying condensed consolidated statement of income for the three and six months ended June 30, 2026 (Successor), respectively.

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information is presented to illustrate the estimated effects of the Intralot Transaction as if the transaction had occurred on January 1, 2024:

The pro forma amounts include the historical operating results of the Company and Bally’s Intralot prior to the acquisition, with adjustments directly attributable to the Intralot Transaction including amortization expense of intangible assets, debt amortization expense and interest expenses. The unaudited pro forma financial information is not necessarily indicative of the results of operations that actually would have been achieved had the transaction been consummated as of the dates indicated, nor is it indicative of any future results. In addition, the unaudited pro forma financial information does not reflect the expected realization of any synergies or cost savings associated with the Intralot Transaction.

8. PROPERTY AND EQUIPMENT

Property and equipment, net was comprised of the following:

(1) Includes $195.5 million as of June 30, 2026 (Successor) related to the City of New York conveyance arrangement.

(2) During the first quarter of 2026, the Company derecognized $65.6 million, $542.3 million, and $(13.5) million of Land and improvements, Building and improvements, and Accumulated depreciation, respectively, as part of the Bally’s Twin River sale-leaseback transaction with GLPI. Refer to Note 13 “Leases” for further information.

Depreciation expense relating to property and equipment was $22.4 million and $13.0 million for the three months ended June 30, 2026 and 2025 (Successor), respectively, and $51.1 million, $27.5 million and $7.6 million for the six months ended June 30, 2026 (Successor), the period from February 8, 2025 to June 30, 2025 (Successor), and the period from January 1, 2025 to February 7, 2025 (Predecessor), respectively.

Bally’s New York

In November 2025, the Company entered into a conveyance arrangement with the City of New York, under which it obtained specific land and associated property interests for its New York development initiative when the transaction closed on February 12, 2026. The transaction was accounted for as an asset acquisition.

Upon closing, the Company recognized a $190.1 million land asset and a corresponding liability of $183.6 million for its obligation to fund specified capital improvements and related infrastructure associated with the conveyance arrangement. The liability was initially measured at fair value based on the present value of estimated future cash expenditures. The fair value was determined using level 3 inputs, including a discount rate of 6.6% and the Company’s estimates of cost to complete the committed capital spend. Accretion of the liability over the construction period is capitalized to the related land asset, and the liability is reduced as capital expenditures are incurred. Refer to Note 15 “Commitments and Contingencies” for additional information regarding the conveyance arrangement and related commitments.

As of June 30, 2026 (Successor), the Company’s current portion of the liability, recorded within Accrued and other current liabilities, was $8.6 million. The long-term portion of the liability, recorded within Other long-term liabilities was $180.1 million. The Company recorded $3.6 million and $5.4 million of accretion expense during the three and six months ended June 30, 2026 (Successor).

9. GOODWILL AND INTANGIBLE ASSETS

Goodwill by reportable segment is as follows:

(1) Amounts are shown net of accumulated goodwill impairment charges of $73.3 million.

The change in intangible assets, net is as follows (in thousands):

The Company’s identifiable intangible assets consist of the following:

Amortization of intangible assets was approximately $69.3 million and $58.8 million for the three months ended June 30, 2026 and 2025 (Successor), and $138.0 million, $91.7 million and $14.8 million for the six months ended June 30, 2026 (Successor), the period from February 8, 2025 to June 30, 2025 (Successor), and the period from January 1, 2025 to February 7, 2025 (Predecessor), respectively.

The following table reflects the remaining amortization expense associated with the finite-lived intangible assets as of June 30, 2026 (Successor):

10. DERIVATIVE INSTRUMENTS

The Company utilizes derivative instruments in order to mitigate interest rate and currency exchange rate risk in accordance with its financial risk and liability management policy.

Cross Currency Swaps

Economic Hedges - The Company holds EUR-GBP and USD-GBP cross currency swaps as economic hedges, for which changes in fair value and the accrual of foreign currency and USD denominated coupons are recorded through earnings in Other non-operating (expense) income, net in the condensed consolidated statements of operations.

The following table summarizes the Company’s cross currency swap arrangements as of June 30, 2026 (Successor) and December 31, 2025 (Successor).

The notional aggregate amounts of $500.0 million and $200.0 million associated with these contracts are set to mature in October 2028 and October 2026, respectively.

Cash Flow Hedges

Interest Rate Contracts - The Company’s objectives in using interest rate derivatives are to hedge its exposure to variability in cash flows on a portion of its floating-rate debt, to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps and collars as part of its financial risk and liability management policy. The Company’s interest rate swaps and collars were designated as cash flow hedges under ASC 815.

Economic Hedges - During the first quarter of 2026, as a result of the paydown of the Term Loan Facility (as defined below) and issuance of the 2026 Term Loans (as defined below), the Company de-designated its Interest Rate Contracts as cash flow hedges and began recording changes in fair value of the derivative and the accrual of interest rate movements through earnings reported in Other non-operating (expense) income, net in the condensed consolidated statements of operations. At the time of de-designation, amounts in Accumulated other comprehensive income were frozen and will be amortized through Interest expense, net through the maturity date of the Interest Rate Contracts. In addition, as a result of the lower principal of the 2026 Term Loan Credit Facility compared to the notional amounts of the Interest Rate Contracts, a pro-rata amount of accumulated other comprehensive loss was recorded in Other non-operating (expense) income, net in the condensed consolidated statements of operations.

As of June 30, 2026 (Successor) and December 31, 2025 (Successor), the notional value of the Company’s Interest Rate Contracts was $1.5 billion. Refer to Note 11 “Fair Value Measurements” for further information.

Total Return Equity Swap

On June 15, 2026, Bally’s Intralot entered into a total return equity swap agreement (the “TRS”) with a financial institution (the “Counterparty”) referencing the ordinary shares of Bally’s Intralot listed on the Euronext Athens exchange. Over a term of up to 12 months, the Counterparty is expected to purchase up to 62,500,000 ordinary shares of Bally’s Intralot on the open market, subject to a maximum aggregate amount of €50.0 million and a per-share price collar of €0.80 to €1.50. The TRS is expected to be settled at maturity by Bally’s Intralot paying cash to the Counterparty, and receiving the Bally’s Intralot shares from those purchased by the Counterparty. The Company will pay a floating interest rate plus a spread on the notional purchases made through the TRS maturity. The TRS conditionally obligates the Company to repurchase Bally’s Intralot shares by transferring assets, and as such, the TRS is in the scope of ASC 480, Distinguishing Liabilities from Equity, initially recognized at fair value with subsequent changes in fair value through earnings in Other non-operating (expense) income, net in the condensed consolidated statements of operations. As of June 30, 2026 (Successor), the fair value of the TRS was not material to the Company’s consolidated financial position.

11. FAIR VALUE MEASUREMENTS

The following tables summarize the Company’s assets and liabilities measured at fair value on a recurring basis. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement:

The following tables summarize the changes in fair value of the Company’s Level 3 assets and liabilities:

(1) There was no change in fair value during the three and six months ended June 30, 2026 (Successor).

The fair value gains (losses) recognized in the condensed consolidated statements of operations for derivative instruments were as follows:

Derivative Instruments

The fair values of interest rate contracts and cross currency swap assets and liabilities are classified within Level 2 of the fair value hierarchy as the valuation inputs are based on estimates using currency spot and forward rates and standard pricing models that consider the value of future cash flows as of the balance sheet date, discounted to a present value using discount factors that match both the time to maturity and currency of the underlying instruments. These standard pricing models utilize inputs that are derived from or corroborated by observable market data such as interest rate yield curves as well as currency spot and forward rates. When designated as hedging instruments, changes in the fair value of these contracts are reported as a component of Other comprehensive income (loss). When not designated as hedging instruments, changes in fair value of these contracts are reported within Other non-operating (expense) income, net in the condensed consolidated statements of operations.

Contingent Consideration

In connection with the acquisition of Bally’s Golf Links on September 12, 2023 (Predecessor), the purchase price included future cash payments totaling up to $125 million to the seller, based upon future events, which were uncertain at the time of acquisition. The Company recorded contingent consideration at fair value as a liability on the acquisition date, which was subsequently remeasured at each reporting date within “Other, non-operating expenses, net” in the condensed consolidated statements of operations. The contingent consideration was valued at $8.9 million and $123.9 million as of June 30, 2026 (Successor) and December 31, 2025 (Successor), respectively. Level 3 inputs to this valuation approach included the Company’s estimated probabilities of achieving the conditions for payment, expected terms between 1.5 and 3 years, and discount rates between 7.2% and 7.8%. During the first quarter of 2026, the contingency related to $115 million of the $125 million total payments was resolved and paid.

Investment in GLPI Partnership

The Company holds a limited partnership interest in GLP Capital, L.P., the operating partnership of GLPI. The investment is reported at fair value based on Level 2 inputs, with changes to fair value included within Other non-operating (expense) income, net of the condensed consolidated statements of operations.

Long-Term Debt

The fair value of the Company’s Term Loan Facility and senior notes are estimated based on quoted prices in active markets and are classified as Level 1 measurements. The fair value of the Revolving Credit Facility approximates its carrying amount as it is revolving, variable rate debt, and is also classified as a Level 1 measurement. In the table below, the carrying amounts of the Company’s long-term debt are net of debt issuance costs, debt discounts and fair value adjustments. Refer to Note 12 “Long-Term Debt” for further information.

12. LONG-TERM DEBT

Long-term debt consisted of the following:

(1) If the Company’s 2029 Notes remain outstanding as of March 1, 2029, the maturity date of the 2026 Term Loans will be March 1, 2029.

(2) The variable interest rate was 6.824% and 6.526% as of June 30, 2026 (Successor) and December 31, 2025 (Successor), respectively.

(3) Represents the adjustment to recognize the Company’s existing debt at fair value in the Merger, as well as the fair value adjustment to the Company’s assumed Bally’s Intralot debt in connection with the Intralot Transaction. These adjustments are amortized through Interest expense, net using the effective interest method.

A portion of the Company’s outstanding Long-term debt is denominated in foreign currency and is remeasured into USD at each balance sheet date. The outstanding principal balance of the Company’s foreign denominated debt instruments consisted of the following:

Unsecured Notes

In 2021, certain unrestricted subsidiaries (together, the “Escrow Issuers”) of the Company issued, pursuant to an indenture (the “Senior Notes Indenture”), $750.0 million aggregate principal amount of 5.625% senior notes due in 2029 (the “2029 Notes”) and $750.0 million aggregate principal amount of 5.875% senior notes due in 2031 (the “2031 Notes” and, together with the 2029 Notes, the “Senior Notes”). The Senior Notes are guaranteed, jointly and severally, by certain of the Company’s restricted subsidiaries that guarantee the Company’s obligations under its Credit Agreement (as defined below).

The Company may redeem some or all of the 2031 Notes at any time prior to September 1, 2026, at prices equal to 100% of the principal amount of the 2031 Notes to be redeemed plus certain “make-whole” premiums, plus accrued and unpaid interest, and may redeem the 2029 Notes at any time, and the 2031 Notes at any time on or after September 1, 2026, at certain redemption prices plus accrued and unpaid interest.

Credit Facility

In 2021, the Company and certain of its subsidiaries entered into a credit agreement (the “Credit Agreement”) providing for senior secured financing of up to $2.565 billion, consisting of a senior secured term loan facility in an aggregate principal amount of $1.945 billion (the “Term Loan Facility”), which was to mature in 2028, and a senior secured revolving credit facility in an aggregate principal amount of $620.0 million (the “Revolving Credit Facility”).

In February 2026, in connection with the issuance of the 2026 Term Loan Credit Facility described below, the Company repaid in full the remaining outstanding balance under its Term Loan Facility, paying $1.48 billion in cash for a $1.47 billion pay off of principal and $5.9 million settlement of accrued interest, and recognized a $63.4 million loss on extinguishment of debt which represents the unamortized fair value adjustment as of the repayment date.

The Revolving Credit Facility is guaranteed by the Company’s restricted subsidiaries, subject to certain exceptions, and secured by a first-priority lien on substantially all of the Company’s and each of the guarantors’ assets, subject to certain exceptions.

In January 2026, the Third Amendment to the Credit Agreement (“Amendment No. 3”) and the Incremental Joinder Agreement, which were executed in the third quarter of 2025, became effective. Upon effectiveness of these amendments, certain covenants and pricing provisions of the Revolving Credit Facility were revised, certain step downs in commitments were agreed, and its maturity was disaggregated into two tranches with portions maturing in October 2026 and October 2028, respectively. During the second quarter of 2026, the Company further amended the Credit Agreement, which increased the interest rate margins applicable to revolving loans and swingline loans.

In February 2026, total commitments under the Revolving Credit Facility were reduced to approximately $519.3 million following certain commitment reductions, including reductions in connection with the Bally’s Twin River sale-leaseback transaction, which were partially offset by incremental commitments. Effective October 2026, following the partial maturity of the revolver and other contractual step downs, total availability under the Company’s Revolving Credit Facility will be further reduced to approximately $319 million. As of June 30, 2026 (Successor), there was $195.8 million available under the Company’s Revolving Credit Facility.

The Credit Agreement allows the Company to request one or more incremental term loan facilities or increase commitments under the Revolving Credit Facility or add one or more incremental revolving facilities in an aggregate amount not to exceed the greater of $325.0 million and 50% of the Company’s consolidated EBITDA for the most recent four-quarter period plus or minus certain amounts as specified in the Credit Agreement, including an unlimited amount subject to compliance with a consolidated total secured net leverage ratio.

The Company’s Revolving Credit Facility bears interest at a rate equal to, at the Company’s option, either (1) the term Secured Overnight Financing Rate (“SOFR”), adjusted for certain additional costs and subject to a floor of 0.00% or (2) a base rate determined by reference to the greatest of (a) the federal funds rate plus 0.50%, (b) the prime rate, (c) the one-month SOFR rate plus 1.00%, and (d)1.00%, in each case of clauses (1) and (2), plus an applicable margin. In addition, on a quarterly basis, the Company is required to pay each lender under the Revolving Credit Facility a quarterly commitment fee of either 0.50% or 0.375%, with the applicable commitment fee determined based on the Company’s total net leverage ratio.

2026 Term Loans

On February 11, 2026, the Company, as borrower, and certain of its subsidiaries, as guarantors, entered into a new term loan credit facility (the “2026 Term Loan Credit Facility”), providing for $1.1 billion of senior secured term loans (the “2026 Term Loans”). Borrowings under the 2026 Term Loan Credit Facility bear interest, at the Company’s option, at either (i) an alternate base rate, subject to a 3.0% floor, plus a margin of 6.5% per annum, or (ii) Term SOFR, subject to a 3.0% floor, plus a margin of 7.5% per annum. The Company may elect to pay a portion of the accrued interest on the 2026 Term Loans in kind, up to 3.5% per annum.

The 2026 Term Loans are guaranteed by certain of the Company’s restricted subsidiaries and are secured by substantially all assets of the Company and the guarantors, subject to certain exceptions. The 2026 Term Loans are secured on a pari passu basis with the obligations under the Company’s Revolving Credit Facility.

Intralot Greek Retail Bond

In 2024, Bally’s Intralot established a common bond loan program (the “Intralot Greek Retail Bond”) for the issuance of up to €130.0 million aggregate principal amount of bonds, with a minimum issuance of €120.0 million. The bonds admitted to trading on the Fixed Income Securities category of the Regulated Market of Euronext Athens.

The bonds bear interest at a fixed rate of 6.00% per annum, payable semi-annually, which will remain fixed throughout the duration of the bonds. Upon its maturity, Bally’s Intralot will be required to repay the principal in full, together with outstanding accrued interest and any other amounts payable. Bally’s Intralot may redeem all or a portion of the bonds, subject to a minimum redemption amount of €15.0 million and a requirement that at least €50.0 million in aggregate principal amount remain outstanding after any partial redemption.

The Intralot Greek Retail Bond is an unsecured obligation of Bally’s Intralot, with the benefit of a first-priority pledge over a designated bond loan collateral account. The bonds rank pari passu with the claims of all other unsecured creditors of Bally’s Intralot, with the exception of claims that have a statutory privilege. The Intralot Greek Retail Bond is not guaranteed by any of Bally’s Intralot’s subsidiaries.

In the event of a change of control, each bondholder has the right to require Bally’s Intralot to repurchase part or all of such bondholder’s bonds at a price equal to 101% of the nominal value, plus accrued and unpaid interest and any additional amounts.

Intralot Greek Term Loan

Intralot Capital Luxembourg S.A. (“Intralot Capital”), a wholly owned indirect subsidiary of the Company, is a party to a Senior Facilities Agreement (the “Intralot Greek Term Loan”) with various lenders, providing for an amortizing term loan facility in an aggregate amount up to €200.0 million.

The Intralot Greek Term Loan bears interest at a fixed rate equal to 7.0% per annum and requires semi-annual principal repayments plus accrued interest through maturity. The Intralot Greek Term Loan is secured by substantially all assets of Intralot Capital and the guarantors party thereto, subject to certain exceptions. Subject to an intercreditor agreement, Intralot Greek Term Loan carries the same security priority as other senior secured obligations of Intralot Capital.

Intralot British Term Loan

Intralot Capital is a party to a Senior Facilities Agreement (the “Intralot British Term Loan”) with various lenders and agents, providing for a term loan facility in an aggregate principal amount of £400.0 million. The Intralot British Term Loan is secured by first-ranking security interests, including pledges of shares in Intralot Capital and material subsidiaries of Intralot and, in certain jurisdictions, security over substantially all assets of the obligors. The Intralot British Term Loan bears interest at a rate equal to SONIA (Sterling Overnight Index Average) plus a margin of 5.5%. Interest periods may be one, three, or six months, or such other periods as agreed among the parties, with accrued interest payments made on the last day of each interest period.

Intralot Notes

Intralot Capital has issued €600 million aggregate principal amount of Senior Secured Fixed Rate Notes (the “Intralot Fixed Rate Notes”) and €300 million aggregate principal amount of Senior Secured Floating Rate Notes (the “Intralot Floating Rate Notes” and, together with the Intralot Fixed Rate Notes, the “Intralot Notes”), pursuant to an indenture (the “Intralot Indenture”) among Intralot Capital, Bally’s Intralot, and its subsidiaries, as guarantor.

The Intralot Floating Rate Notes bear interest at a rate per annum, reset quarterly, equal to three-month EURIBOR (subject to a 0% floor) plus 4.500%, payable quarterly, commencing on February 28, 2026. The Intralot Fixed Rate Notes bear interest at a rate of 6.75% per annum, that became payable semi-annually, commencing on April 15, 2026.

The Intralot Notes are senior secured obligations of Intralot Capital, secured by first-ranking security interests (to the extent legally possible) over the share of obligors and material subsidiaries, structural intercompany receivables, and to the extent customary in the applicable jurisdiction, substantially all assets of the obligors. Enforcement of security is subject to an intercreditor agreement, and the Intralot Notes may share collateral on an equal ranking or junior basis with other permitted indebtedness as described in the Intralot Indenture. The Intralot Notes are unconditionally guaranteed, jointly and severally, by Bally’s Intralot and future guarantors that is required to become a guarantor under the Intralot Indenture. The guarantees are subject to customary limitations under applicable law.

The Intralot Fixed Rate Notes may be redeemed at the option of Intralot Capital, in whole or in part, at any time on or after October 15, 2027, at determined redemption prices over time, plus accrued and unpaid interest. Prior to October 15, 2027, Intralot Capital may redeem the Intralot Fixed Rate Notes at a premium, which is the greater of (a)1% of the outstanding principal amount and (b) the present value of the redemption price at October 15, 2027 plus all required interest payments through that date, computed using a discount rate equal to the Bund Rate plus 50 basis points, over the outstanding principal amount.

The Intralot Floating Rate Notes may be redeemed at the option of Intralot Capital at any time on or after October 15, 2026, at a redemption price equal to 100.0% of the principal amount redeemed plus accrued and unpaid interest.

In addition, prior to October 15, 2027 (in the case of Intralot Fixed Rate Notes) or October 15, 2026 (in the case of Intralot Floating Rate Notes), Intralot Capital may redeem up to 40% of the aggregate principal amount of the Intralot Notes with the net cash proceeds of certain equity offerings at a redemption price equal to 106.750% (in the case of Intralot Fixed Rate Notes) of the principal amount plus accrued and unpaid interest, subject to certain conditions, including that at least 50% of the original aggregate principal amount of the Intralot Notes must remain outstanding immediately after each such redemption. The Intralot Notes are not convertible into equity securities of Intralot Capital or any other entity.

Intralot Revolving Credit Facility

Intralot Capital is a party to a Super Senior Revolving Credit Facility Agreement (the “Intralot Credit Agreement”) with various lenders and agents, providing for total permitted revolving credit commitments in an aggregate principal amount equal to the greater of €190.0 million and 40% of Intralot’s four-quarter consolidated EBITDA, with current commitments totaling €160.0 million (the “Intralot Revolving Credit Facility” and, together with the Intralot Greek Term Loan and Intralot British Term Loan, the “Intralot Credit Facilities”).

The Intralot Revolving Credit Facility bears interest at the applicable reference rate plus a margin of 4.50% per annum, subject to future leverage-based adjustments ranging from 4.75% to 3.75% based on Bally’s Intralot’s senior secured net leverage ratio, and matures on July 1, 2030. A commitment fee equal to 30% of the applicable margin on unused commitments is paid by Intralot Capital quarterly in arrears. Additionally, letter of credit fees are calculated as the applicable margin for revolving loans plus an annual fronting fee of 0.125%.

Subsequent Bally’s Intralot Financing

On July 27, 2026, Bally’s Intralot, through its subsidiary, Intralot Capital, signed a senior secured sterling term facilities agreement for £261.8 million. The new term financing will be drawn intwo term loan tranches with a tenor ofthree years, and is guaranteed and secured on a senior basis by certain subsidiaries of Bally’s Intralot in line with the Bally’s Intralot’s existing senior secured financing arrangements. The Bally’s Intralot intends to use the funds for general corporate and working capital purposes, including its acquisition plans and refinancing of other debt.

Debt Maturities

As of June 30, 2026 (Successor), the contractual annual principal maturities of long-term debt, including the Revolving Credit Facility, are as follows:

Debt Covenants

The Senior Notes Indenture, Revolving Credit Facility and 2026 Term Loan Credit Facility contain covenants, which are subject to exceptions and qualifications, that limit the ability of the Company and its restricted subsidiaries to, among other things, incur additional indebtedness, pay dividends or make certain other restricted payments, sell assets, make certain investments and grant liens. Additionally, the Revolving Credit Facility contains a financial covenant regarding a maximum first lien net leverage ratio that applies when utilization under the Revolving Credit Facility exceeds 25% of the total revolving commitment.

The Intralot Indenture and the Intralot Credit Facilities contain customary restrictive covenants, including limitations on incurring additional indebtedness and the issuance of disqualified stock and preferred stock, restricted payments, liens, asset sales, and transactions with affiliates; and reporting requirements. The financial covenants include the maintenance of a senior secured net leverage ratio, tested quarterly, as well as a total net leverage ratio not exceeding 4.75:1.00.

If the Intralot Notes or Intralot Credit Facilities obtain investment grade ratings from two rating agencies and no default has occurred and is continuing, certain of these covenants will be suspended. Upon a reversion date (when the instruments no longer maintain investment grade ratings from two rating agencies), the suspended covenants will be reinstated with respect to future events. Bally’s Intralot’s debt agreements contain customary cross-default and cross-acceleration provisions.

In May 2026, the Required Revolving Lenders and Administrative Agent under the Company’s Revolving Credit Facility conditionally waived compliance with the consolidated net leverage ratio covenant for each fiscal quarter ending during the period commencing March 31, 2026 through the earlier of (i) the Company’s election to terminate the waiver upon certifying compliance with the covenant as of the most recently ended fiscal quarter, or (ii) the date immediately preceding the delivery of the compliance certificate for the quarter ending March 31, 2027 (the “Covenant Waiver Period”). The waiver remains subject to the Company’s ongoing satisfaction of certain liquidity maintenance requirements, restrictions on additional secured indebtedness, compliance with the covenants under the Company’s Term Loan Facility and agreement to enter into an amendment to the Revolving Credit Facility within a specified period in order to incorporate certain covenants from the Company’s Term Loan Facility. Failure to satisfy any such condition will result in automatic termination of the waiver and reinstatement of the covenant in full force and effect.

As of June 30, 2026 (Successor), the Company was in compliance with all covenants under its debt agreements and there were no defaults in principal, interest, sinking fund, or redemption provisions with respect to any of its outstanding indebtedness. Except as noted above with respect to the waiver of the consolidated first lien net leverage ratio covenant under the Company’s Revolving Credit Facility, no waivers of acceleration or covenant violations were in effect as of June 30, 2026 (Successor). Except as described in Note 2 “Summary of Significant Accounting Policies”, the Company expects to be in compliance with all applicable covenants for the next twelve months.