Bally's Corp (BALY) Business

ITEM 1.BUSINESS

Bally’s Corporation, a Delaware corporation, with global headquarters in Providence, Rhode Island, is referred to as the

“Company,” “Bally’s,” “we,” “our” or “us.” Our common stock is traded on the New York Stock Exchange (the “NYSE”)

under the symbol “BALY”.

Our Company

We are a global gaming, hospitality, entertainment and technology company with an expanding international footprint across

casino, interactive and lottery markets. We provide our customers and partners with physical and interactive entertainment and

gaming experiences worldwide. Our offerings include traditional casino gaming, iGaming, online bingo, sportsbook, free-to-

play games and technology driven lottery and gaming solutions.

As of February 28, 2026, we own and operate 20 casinos globally, including in the United Kingdom (“UK”) and in 11 states

across the United States (“US”), along with a golf course in New York and a horse racetrack in Colorado.

We also own Bally Bet Sportsbook & Casino, a premier sports betting and iCasino platform licensed in 14 jurisdictions in

North America, and a majority equity interest in Bally’s Intralot S.A. (“Intralot”) which is active in 39 jurisdictions worldwide

and is comprised of a global lottery, technology, management and services business and also the Bally’s Interactive

International division, a leading global interactive gaming operator. We also have rights to developable land in Las Vegas at the

site of the former Tropicana Las Vegas, have been awarded a license to build a full-scale casino and resort in The Bronx, New

York, and are developing an integrated destination resort in Chicago, Illinois.

Our revenues are primarily generated by these gaming and entertainment offerings. Our proprietary software and technology

stack is designed to allow us to provide consumers with differentiated offerings and exclusive content.

Our Strategy and Business Developments

We seek to continue to grow our business by focusing on expanding our integrated casino and interactive gaming platform,

optimizing our capital structure, and employing disciplined growth initiatives. We believe that interactive gaming represents a

significant strategic opportunity for the future growth of Bally’s and we will continue to proactively allocate resources in

regions where we anticipate iGaming regulation, in addition to those markets where iGaming is already well-established.

Across the globe, we engage in multiple state and private bidding processes, seeking to obtain new lottery agreements through

our innovative technology and solutions. We seek to increase revenues at our casinos and resorts through enhancing the guest

experience by providing popular games, restaurants, hotel accommodations, entertainment and other amenities in attractive

surroundings with high-quality guest service. We believe that our recent acquisitions have expanded and diversified us from

financial and market exposure perspectives, while continuing to mitigate our susceptibility to regional economic downturns,

idiosyncratic regulatory changes and increases in regional competition.

In 2025, we continued to execute our long-term strategy, focusing on portfolio expansion, interactive and digital growth, capital

structure optimization and operational excellence. Notable efforts included:

•In February 2025, we completed the previously announced merger transactions with Standard General L.P. and its

affiliates (“Standard General”) and The Queen Casino & Entertainment, Inc., and affiliate of Standard General

(“Queen Casino”), adding four regional gaming properties to our Casinos and Resorts portfolio. We believe that these

acquisitions strengthen our presence in core US markets and support our strategy of geographic diversification.

•In October 2025, we completed a landmark multi-stage transaction with Intralot that reshaped our operating footprint

by combining our Bally’s International Interactive business with Intralot’s lottery and gaming operations. We believe

that this strategic combination established a cohesive global footprint that strengthened both our business-to-business

(“B2B”) and business-to-consumer (“B2C”) channels. This integration brought together our advanced digital

technology framework, data systems and interactive expertise with Intralot’s established lottery infrastructure and

global market reach. We own 57.9% in the combined entity, which is listed on the Athens Stock Exchange as BYLOT.

•In April 2025, we committed A$200 million in convertible notes and subordinated debt to acquire an approximately

38% economic interest in The Star Entertainment Group Limited (“The Star”), a leading Australian casino operator

with properties in Sydney, Brisbane and the Gold Coast. This investment expands our international footprint and helps

position us for further long-term global growth.

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•During 2025, Bally’s Chicago, Inc., a consolidated subsidiary of the Company, successfully completed a public

offering and private placements, which offered equity to local and accredited investors in an innovative public-private

structure that enhances our local stakeholder alignment, demonstrating our commitment to communities in the City of

Chicago and other parts of Illinois.

•Construction of our permanent Chicago casino progressed throughout the year, supported by operations at the Bally’s

Chicago Casino temporary facility. We continued to refine customer engagement strategies and integrate data analytics

to optimize performance ahead of the permanent opening.

•In September 2025, we announced plans for the former Tropicana Las Vegas site that include the development of the

future Las Vegas Athletics Major League Baseball stadium and an expansive integrated casino, retail, dining and

entertainment complex.

•In December 2025, we were awarded one of New York State’s three downstate commercial casino licenses for our

Bally’s Bronx project, a transformational $4 billion integrated casino resort project located within Bally’s Golf Links

at Ferry Point in The Bronx, New York. This resort project aims to create sustainable economical advancement and

meaningful engagement and collaboration within the community.

•During 2025, several lottery contracts were awarded to Intralot including contracts for VLTs monitoring system in

Nebraska and in New Zealand and contracts for lottery systems in New Hampshire, Idaho and Arkansas.

Collectively, these initiatives have advanced our transformation into a globally diversified gaming and technology operator with

a strengthened portfolio, expanded global footprint and enhanced platforms across both digital and land-based channels.

2025 Transactions

On February 7, 2025, the Company completed the previously announced transactions under the Agreement and Plan of Merger

(as amended, the “Merger Agreement”) with SG Parent LLC, a Delaware limited liability company (“Parent”), The Queen

Casino & Entertainment, Inc., a Delaware corporation and affiliate of Parent (“Queen”), Epsilon Sub I, Inc., a Delaware

corporation and wholly owned subsidiary of the Company (“Merger Sub I”), Epsilon Sub II, Inc., a Delaware corporation and

wholly owned subsidiary of the Company (“Merger Sub II”, and together with the Company and Merger Sub I, the “Company

Parties”), and, solely for purposes of specified provisions thereof, SG CQ Gaming LLC, a Delaware limited liability company

(“SG Gaming” and together with Parent and Queen, the “Buyer Parties”). Refer to Note 1 “General Information” to our

consolidated financial statements presented in Part II, Item 8 of this Annual Report on Form 10-K for more information on the

Merger Agreement and the mergers.

On October 8, 2025 (the “Intralot Closing Date”), the Company completed the previously announced acquisition under the

transaction agreement (the “Transaction Agreement”) of Intralot, pursuant to which Intralot agreed to acquire Bally’s

International Interactive through a combined cash-and-equity transaction. Pursuant to the Transaction Agreement, (i) Intralot

paid the Company €1.5 million ($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 Intralot increased to a controlling 57.9% interest through the issuance of equity to the Company’s

consolidated subsidiary Premier Entertainment Sub, LLC via PE Sub Holdings LLC, an indirect wholly owned subsidiary of the

Company, making the Company the majority shareholder of Intralot (the “Intralot Transaction”).

As a result of obtaining a controlling financial interest in Intralot, the Company retained control of Bally’s International

Interactive, via Bally’s Holdings Limited, throughout the transaction. On the Intralot Closing Date, legal ownership of Bally’s

Holdings Limited transferred from Premier Entertainment Sub to Intralot; however, Bally’s Corporation simultaneously

obtained control of Intralot. Accordingly, Bally’s maintained control of Bally’s International Interactive, 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.

For further information on our recent acquisitions, refer to Notes 1 “General Information” and 7 “Business Combinations” to

our consolidated financial statements presented in Part II, Item 8 of this Annual Report on Form 10-K.

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Our Operating Structure

Our business is organized into four reportable segments: (i) Casinos & Resorts, (ii) Bally's Intralot B2B, (iii) Bally's Intralot

B2C and (iv) North America Interactive.

Casinos & Resorts - includes 19 land-based casino properties, one horse racetrack and one golf course in the US as of

February 28, 2026:

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(1)Consists of three casino properties: Bally’s Black Hawk North Casino, Bally’s Black Hawk West Casino and Bally’s Black Hawk East Casino.

(2)Properties leased from Gaming & Leisure Properties (“GLPI”). Refer to Note 15 “Leases” presented in Part II, Item 8 of this Annual Report on Form 10-

K for additional information.

(3)Temporary casino facility while permanent casino resort is constructed. Site of future permanent casino resort is leased from GLPI.

Bally's Intralot B2B - includes Intralot’s global lottery operations and the Company’s licensing business.

Bally's Intralot B2C - includes the Company’s interactive European gaming operations, Intralot’s B2C lottery operations, as

well as one casino property, Bally's Newcastle, in the UK.

North America Interactive - includes the North American operations of Bally’s Interactive, primarily a B2C online iGaming and

online sportsbook operator; and consumer facing service and marketing engines.

Refer to Note 20 “Segment Reporting” to our consolidated financial statements presented in Part II, Item 8 of this Annual

Report on Form 10-K for additional information on our segment reporting structure.

Our Brands

Bally’s Brand

Bally’s is an iconic brand with broad recognition in the gaming industry. Our market research indicates that active gamers

demonstrate strong awareness of the Bally’s name, though historically they have had limited engagement with Bally’s‑branded

products and gaming offerings. In recent years, we have undertaken a comprehensive rebranding initiative across our casinos

and resorts portfolio to build upon the deep legacy of the Bally’s brand.

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Our research further indicates that gamers across demographic segments recognize Bally’s and associate the brand with gaming

entertainment, including slot machines, pinball machines, video gaming, and casinos. We continue to execute on our vision of

establishing Bally’s as a premier, fully integrated, omni‑channel gaming destination for both retail and online players. These

insights have informed the development of our Bally Rewards program, which enables customers to earn and redeem rewards

seamlessly across online platforms, our sportsbook, and our casino resorts.

We believe our phased approach to transforming and unifying the Bally’s brand has been thoughtful and deliberate. While

certain properties operate under legacy or third‑party naming rights arrangements, Bally’s remains central to our long‑term

strategic positioning.

In summary, we remain focused on advancing Bally’s as a legendary, integrated brand by leveraging our casinos and resorts

footprint, interactive offerings, media assets, and our comprehensive rewards program to enhance customer engagement and

rival our competition.

Interactive Brands

We operate a suite of award-winning brands and are focused on building a diverse portfolio of distinctive and recognizable

brands that deliver player experiences and gaming content globally. Our brands are generally as follows, which include certain

licensed brands:

•iGaming brands: Bally Bet, Rainbow Riches Casino, Virgin Games, Monopoly Casino;

•Online bingo: Jackpotjoy, Double Bubble Bingo and Botemania;

•Sportsbook: Bally Bet;

•Free-to-Play Games: Bally Play, Bally Sports Live and SportCaller;

•Telescope, a provider of real-time audience engagement solutions for live events, gamified second screen experiences

and interactive livestreams.

Lottery Brands

Our lottery brands include LotosX, which serves as our open and modular software ecosystem enabling operators to deliver

secure, reliable, and flexible gaming services with improved operational efficiency, and PhotonX, which is one of the market’s

highest‑performance retail lottery terminals, providing fast, dependable transaction processing and a seamless experience for

both operators and players.

Our Technology and Product Development

At Bally’s, we have developed an integrated suite of real‑money gaming and lottery technologies that support a diverse

portfolio of localized products. Our platforms combine proprietary innovation with third‑party solutions, enabling flexibility,

scalability, and responsiveness to market needs.

Our technology stack delivers core player account management capabilities, including responsible gaming tools, compliance

infrastructure, and secure, high‑performance digital wallets. Our data and analytics platform supports essential marketing

processes and enables a unified, customer‑focused experience across our casinos and resorts, as well as our online gaming,

sports betting, and lottery businesses.

We remain committed to advancing technology that strengthens our competitive position and enhances the customer

experience. A key objective is the continued integration of products and systems across our portfolio to deliver a seamless,

end‑to‑end experience. We also plan to expand our data analytics capabilities to improve the identification and management of

problem‑gambling indicators while enhancing product personalization and entertainment value.

Our approach is grounded in more than two decades of experience in global lottery and online gaming markets, combined with

Intralot’s extensive lottery heritage, Bally’s iGaming expertise, and longstanding partnerships with leading third‑party sports

and gaming providers. Our technology and product development teams continue to innovate, adapt to emerging trends, and

support expansion into new markets.

A significant milestone in our technology strategy is Vitruvian, our advanced data and marketing platform that leverages

real‑time data, artificial intelligence (“AI”), and machine learning (“ML”). Vitruvian supports predictive analytics, real‑time

responsible gaming monitoring, and highly personalized marketing and content recommendations. Together with our existing

lottery, sports, and gaming platforms, it provides a robust foundation for continued innovation and future market launches.

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In 2025, we continued to strengthen our online gaming and sports betting offerings, including the rollout of a redesigned

proprietary sportsbook interface in North America. Across the Bally’s Intralot B2C segment, we expanded sports offerings

through the Kambi platform, introduced the “Jackpot Blast” jackpot product, and completed deployment of Vitruvian. These

enhancements reinforced our responsible gaming frameworks, improved platform efficiency, and supported more personalized

customer engagement.

Intralot’s lottery portfolio further expands our global technology footprint, providing solutions across 40 markets. These include

proprietary systems for state‑operated traditional lotteries under long‑term contracts, iLottery platforms, advanced VLT

monitoring systems for large‑scale gaming networks, and “Orion,” a retail‑focused sports betting platform designed to leverage

existing retail infrastructure.

Throughout 2026, we expect to advance integration between Bally’s Interactive and Intralot technologies. This work is intended

to strengthen our long‑term technology roadmap, enhance future B2B opportunities, and introduce additional capabilities across

our B2C operations in both existing and emerging markets.

Marketing

Bally’s marketing strategy centers on a well-defined vision: driving sustainable growth, increasing market share, and

strengthening competitive advantage within each region in which we conduct business. To realize these objectives, we utilize a

cohesive, analytics-based strategy that spans six primary marketing channels - Advertising, Direct Marketing, Player

Development, Special Events and Promotions, Entertainment, and our Bally Rewards loyalty program.

This multi‑channel ecosystem enables us to create consistent brand experiences while tailoring our message to the unique

dynamics of each market. Our marketing system is crafted to drive both visitation and revenue with targeted precision,

efficiency and a strategic approach, serving over 12 million Bally Rewards members across North America.

Our transformation is clear and intentional. We are purposefully adopting a growth-oriented strategy, focusing on expanding

our database, enhancing customer loyalty and boosting revenue growth, all while upholding prudent reinvestment. By directing

resources towards high impact, high return initiatives, particularly in regional markets with fierce competition, Bally’s is

dedicated to capturing market share through more effective marketing, deeper customer engagement, and premier analytics.

Our strategy centers on a comprehensive analysis of data, assessing not only efficiency but also effectiveness. Through insights

into customer actions, prevailing market trends, and reinvestment economics, we are able to optimize returns and maintain

long-term growth, even when faced with strong competitive environments.

Advertising

Bally’s takes a distinctly different approach from traditional casino advertising, choosing to emphasize targeted, action-oriented

communications rather than widespread brand awareness campaigns. The Company allocates its advertising budget toward

initiatives that prompt instant customer engagement, such as special events, entertainment options, promotional activities, and

amenity‑based offers.

Years of operating in highly competitive regional markets have shown that targeted advertising outperforms generic messaging,

strengthening both visitation and overall brand value. We leverage a diversified media mix to connect with every customer

segment, ensuring relevance and maximizing conversion.

Direct Marketing

Direct marketing is the foundation of our customer engagement model. It allows us to build personalized, data‑driven

relationships through tailored offers designed to stimulate initial visits, increase frequency, and reactivate inactive or

low‑frequency players.

Our strategy differentiates itself by being more aggressive and more analytical than traditional approaches. We believe our

success across the portfolio has come from optimizing reinvestment without oversaturation and from leveraging a rules‑based

decision engine that incorporates multiple customer‑value and behavioral data points. This strategy is designed to promote

precision, improve ROI, and enhance the customer experience through relevancy and consistency.

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Player Development

Our VIP segment—representing over 60% of rated casino revenue—is the core of Bally’s business. The Player Development

team sits at the heart of our customer‑relationship strategy, building and maintaining high‑value relationships that directly

impact property performance.

This group works with divisional and property‑level leadership to drive:

•Premium player acquisition

•Retention and loyalty

•VIP revenue growth

•Best‑in‑class service delivery

We believe that providing exceptional hospitality, exclusive experiences, tailored offers, and personalized entertainment helps

Bally’s remains a preferred destination for our most valuable customers. Player Development is not just a marketing function—

it is a strategic revenue engine critical to our long‑term growth.

Special Events and Promotions

Programming is one of the most important drivers of visitation in regional gaming markets, and Bally’s leverages its loyalty

program to deliver high‑value, segmented event strategies. We believe gift programs, promotional offers, card‑tier events, and

themed activation calendars reinforce loyalty and accelerate repeat visitation.

Our approach seeks to balance broad‑appeal promotions with elevated, targeted experiences designed to deliver incremental

revenue from core customer segments. This approach aims to strengthen the Bally Rewards program and enhance brand affinity

across the database.

Entertainment

Entertainment plays a vital role in our mission to attract and retain gamers. Through a mix of headline acts and compelling local

entertainment in lounges and bars, Bally’s strives to create a differentiated customer experience that drives both gaming and

non‑gaming revenue.

By integrating entertainment into our marketing strategy, we expand our reach to new audiences, so that we may grow our

loyalty base and reinforce the Bally’s brand as engaging, fun, and experience‑driven.

Bally Rewards Loyalty Program

The Bally Rewards Program is the backbone of our customer ecosystem. Designed to unify the brand across all Casinos &

Resorts properties, the program features five tiers—Pro, Star, Superstar, Legend, and Champion—each offering escalating

benefits.

The future vision includes a true “one card system” allowing customers to seamlessly use their benefits across properties and

online.  Our focus is on expanding benefits beyond the casino floor, giving customers more reasons to stay loyal to the Bally’s

brand.

Interactive Cross Marketing

Our cross‑marketing strategy bridges online and land‑based gaming through coordinated campaigns across direct mail, property

marketing, and VIP channels. We believe these initiatives increase interactive product adoption while driving interactive

customers back into land‑based properties. In jurisdictions where we have both strong retail and interactive business, we believe

we have the opportunity to use our database to cross sell customers and unlock value in the database.  This is a growing area of

opportunity, and we look to deploy in more markets as our interactive business grows.

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Competition

The gaming industry is one of the most competitive in the entertainment landscape, spanning land‑based casinos, Native

American properties, online gaming, sports betting, Video Lottery Terminals (“VLTs”), sweepstakes, fantasy sports, and

countless non‑gaming leisure alternatives. Competitive pressure is significant in every jurisdiction where we operate—

especially from low‑tax competitors such as certain Native American casinos.

As legalized gaming continues to expand across the US and internationally, Bally’s must maintain a disciplined, data‑driven

marketing strategy to protect market share, grow in key regional markets, and continue positioning the brand for long‑term

success.

Seasonality

Seasonal patterns, including weather, tourism cycles, and transportation conditions, affect performance across several Bally’s

properties. Regional casinos often peak in the spring; destination properties in the summer. Sports betting follows major sports

seasons. Because these fluctuations can materially impact performance, Bally’s proactively aligns programming, reinvestment,

and marketing calendars to maximize results during peak demand and offset seasonal declines.

Human Capital Resources

Engaging and Investing in the Community

The Company believes that in order to flourish in a competitive environment and global economy, all ideas must be on the

table, and an environment that welcomes and encourages diverse perspectives leads to success in business. A driving factor of

our success is ensuring that our team members are player-centric and proactive in finding ways to entertain and deliver custom

experiences for our broad and diverse global players and guests.

We believe that by providing our employees with competitive pay and benefits, as well as opportunities for professional

development, we can achieve our goals of attracting and retaining a creative and engaged workforce reflective of our players,

guests and customers. Our professional development efforts include robust training programs, at no cost to the employee,

scholarships, and tuition reimbursement opportunities. In addition, we maintain a Management Development Program which is

designed to allow us to identify and promote high performing talent within our workforce. We also engage with our employees

through a number of health and wellness programs which include an annual wellness fair, annual flu shots, weight loss

programs, quarterly fitness challenges, employee assistance program, student loan assistance, and weekly wellness

communications providing helpful information on health initiatives.

We also believe in the importance of giving back to our communities and have several community impact initiatives, including

fundraising events to support local organizations and community service events. We encourage our employees to participate in

these events and recognize their efforts and contributions in their respective communities.

Labor Relations

As of December 31, 2025, we had approximately 11,700 employees. A large number of our employees at our Casinos &

Resorts properties within several US states are represented by a labor union and are subject to collective bargaining agreements

with us. As of December 31, 2025, we had 36 collective bargaining agreements covering 3,679 employees. Our collective

bargaining agreements generally have three-or-five-year terms.

Environmental, Social and Corporate Governance

Bally’s is committed to engaging and investing in the communities in which we operate and promoting a diverse and inclusive

workplace for our valued team members. We strive to make a positive impact and embrace our commitment to responsible

gaming and business practices.

Across all jurisdictions where we are located, we are dedicated to building stronger communities by becoming an integral part

of the local community by hosting fundraisers, building relationships, growing tourism, and supporting local non-profits. The

Company made a landmark $5 million commitment over five years to the Community College of Rhode Island Foundation as

part of a strategic workforce and economic development partnership in the State of Rhode Island. This investment has led to the

development and launch of a comprehensive Table Games Dealer Training Academy at the college campus near one of our

largest casinos. The program's inaugural class achieved a 100% graduation rate, with all graduates receiving job offers from

Bally’s, the majority of which remain active team members today.

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In addition, we are committed to ensuring responsible play and guest safety. All our employees participate in training to better

equip them to identify and mitigate problem play. The Company is a member of the U.S. Responsible Online Gaming

Association and the corporate Leadership Circle for the National Council on Problem Gambling, adopted American Gaming

Association’s Responsible Marketing Code of Conduct and supported its annual “Have a Game Plan” Campaign, and received

RG Check responsible gaming accreditation for online operations BallyCasino.com and VirginCasino.com (since rebranded to

MONOPOLYCasinoUS.com). We are also committed to supporting responsible gaming research and donated over $1 million

to the International Center of Responsible Gaming for expanded research for underage play prevention and the usage of

responsible gaming tools since 2022.

Governmental Gaming Regulation

General

The casino, iGaming and lottery industries are highly regulated, and we must maintain licenses and pay gaming taxes in each

jurisdiction in which we operate. Our casino and iGaming businesses, as well as our lottery contracts which are typically B2B

in nature, serving government run and state regulated lottery organizations, are subject to extensive regulation under the laws,

rules and regulations of the jurisdiction in which we operate. These laws, rules and regulations generally concern the

responsibility, financial stability, integrity and character of the owners, managers, officers and certain employees of our gaming

operations. Probity checks are conducted by regulatory authorities to establish that such persons are fit and proper. Violations

of laws or regulations in one jurisdiction could result in disciplinary action in that and other jurisdictions.

Some jurisdictions, including those in which we are licensed, empower their regulators to investigate participation by licensees

in gaming outside their jurisdiction and require access to periodic reports reflecting those gaming activities.

Pursuant to the gaming laws in the jurisdictions where we have operations, and under our organizational documents, certain of

our securities are subject to restrictions on ownership which may be imposed by specified governmental authorities. These

restrictions may require a holder of our securities to dispose of the securities, or, if the holder refuses or is unable to dispose of

the securities, we may be required to repurchase the securities.

For a more detailed description of regulations to which we are subject, see Exhibit 99.1, to this Annual Report on Form 10-K,

which is incorporated herein by reference.

Our Regulatory Agreement

We are party to an Amended and Restated Regulatory Agreement (the “Regulatory Agreement”), with the Rhode Island

Department of Business Regulation (“DBR”) and the State Lottery Division of the Rhode Island Department of Revenue

(“DoL”). The Regulatory Agreement contains financial and other covenants that, among other things, (i) restrict the acquisition

of stock and other financial interests in us, (ii) relate to the licensing and composition of members of our management and

Board of Directors (the “Board”), (iii) prohibit certain competitive activities and related-party transactions and (iv) restrict our

ability to declare or make restricted payments (including dividends), incur additional indebtedness or take certain other actions,

if our leverage ratio exceeds 5.50 to 1.00 (in general being gross debt divided by Adjusted EBITDA, each as defined in the

Regulatory Agreement).

The Regulatory Agreement also provides affirmative obligations, including setting a minimum number of employees that we

must employ in Rhode Island and providing the DBR and DoL with periodic information updates about us. Among other

things, the Regulatory Agreement prohibits us and our subsidiaries from owning, operating, managing or providing gaming

specific goods and services to any properties in Rhode Island (other than Bally’s Twin River and Bally’s Tiverton),

Massachusetts, Connecticut or New Hampshire. A failure to comply with the Regulatory Agreement could subject us to

injunctive and monetary relief, and ultimately the revocation or suspension of our licenses to operate in Rhode Island.

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The DoL also has regulatory authority over Bally’s under our VLT master contracts with the DoL. Our master contracts with

Rhode Island extended through June 30, 2043, and allow for consolidation of promotional points between Bally’s Twin River

and Bally’s Tiverton, obligate Bally’s Twin River to build a 50,000 square foot expansion, obligate Bally’s to lease at least

20,000 square feet of commercial space in Providence, and commit us to invest $100 million in Rhode Island over the term,

including an expansion and the addition of new amenities at Bally’s Twin River. As a licensed Technology Provider since July

1, 2021, Bally’s Twin River is entitled to an additional share of net terminal income on VLTs which they owned or leased. June

2021 legislation in Rhode Island also authorized a joint venture between Bally’s and IGT Global Solutions Corporation (“IGT”)

to become a licensed technology provider and supply the State of Rhode Island with all VLTs at both Bally’s Twin River and

Bally’s Tiverton for a 20.5-year period starting January 1, 2023. The joint venture was organized as the Rhode Island VLT

Company, LLC, with IGT owning 60% of the membership interests and Bally’s or its affiliates owning 40% of the membership

interests (“RI Joint Venture”). On December 30, 2022, Bally’s Twin River and Bally’s Tiverton purchased additional machines

directly from IGT to effectively own 40% of the machines. On January 1, 2023, Bally’s Twin River and Bally’s Tiverton

contributed all of their machines to the RI Joint Venture in return for an aggregate 40% membership interest, and IGT

contributed all of their machines at Bally’s Twin River and Bally’s Tiverton to the RI Joint Venture in return for a 60%

membership interest.

Other Laws and Regulations

Our businesses are subject to various laws and regulations in addition to gaming regulations. These laws and regulations

include restrictions and conditions concerning alcoholic beverages, food service, smoking, environmental matters, employees

and employment practices, currency transactions, taxation, zoning and building codes, marketing and advertising and data

privacy. Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations

could be enacted. Material changes to any of the laws, rules, regulations. or ordinances to which we are subject, new laws or

regulations or material differences in interpretations by courts or governmental authorities could adversely affect our operating

results.

The sale of alcoholic beverages is subject to licensing, control, and regulation by applicable local regulatory agencies. All

licenses are revocable and are not transferable. The agencies involved have full power to limit, condition, suspend or revoke

any license, and any disciplinary action could, and revocation would, have a material adverse effect upon our operations.

Intellectual Property

We develop intellectual property to differentiate our retail casinos, interactive and lottery products from our competitors. Our

brands and technology constitute key business assets. In order to protect our brands, technology and other creative output, we

rely on a combination of trademarks, copyright, patents, trade secrets and contract law to establish and protect our proprietary

rights.

Our core brand in the United States is Bally’s and Bally. We use “Bally’s” in connection with a majority of our land-based

properties. We use variations of “Bally” in connection with our interactive products, including Bally Bet, Bally Sports Live and

Bally Play. The Bally’s and Bally brands are protected by approximately 200 trademark registrations and applications in the US

and foreign jurisdictions. In line with our multi-brand strategy, we register trademarks for brands either directly exploited by us

in the provision of gaming services or for the purpose of licensing to third parties. Following the sale of the Carved-Out

Business in the fourth quarter of 2024, our in-house brands in foreign jurisdictions include Jackpotjoy, Botemania, Vera & John

(in Sweden only) and Bally Bet Sports & Casino. We also operate interactive sites under brand license agreements with third

parties, including the Virgin Games, Rainbow Riches Casino, Double Bubble Bingo and Monopoly Casino brands. In addition,

we hold an exclusive trademark license for Hard Rock in relation to our Hard Rock Biloxi casino. The Hard Rock license

expires in 2027 with an option to renew for two successive ten-year terms.

We create original software code and designs for our interactive gaming, lottery and betting services. Our software code is

primarily protected by copyright and, to a lesser extent, patents. Although our business is not dependent on any one of our

patents or combination of our patents, we file patent applications where we believe it is appropriate to do so. Our Bally’s

Intralot research and development efforts have resulted in 166 granted patents and two additional active patent applications

pending in various stages. We also license patented technology where required for the operation of our business. We protect our

trade secrets and confidential information by nondisclosure agreements and confidentiality clauses.

While we take action to protect our intellectual property rights, there is always a risk that (i) our proprietary rights become

invalidated or unenforceable, (ii) we are unsuccessful in obtaining trademark or patent registrations, (iii) a brand license

agreement is terminated, and (iv) we are unsuccessful in our enforcement efforts and therefore unable to prevent what we

consider to be misuse of our intellectual property assets. The laws of some foreign countries do not protect intellectual property

rights to the same extent as the laws of the United States. Further, third parties may independently develop similar brands and

technologies which would negatively impact the value of our intellectual property.

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Corporate Information

We were incorporated in Delaware on March 1, 2004. Our principal executive offices are located at 100 Westminster Street,

Providence, Rhode Island 02903, and our telephone number is (401) 475-8474. Our website address is www.Ballys.com. The

information that is contained in, or that is accessible through, our website is not part of this filing.

Available Information

We are required to file annual, quarterly and current reports, proxy statements and other information with the Securities and

Exchange Commission (the “SEC”). These filings are available on the SEC’s website at www.sec.gov. We also make our

Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and all amendments to

these reports available free of charge through our corporate website as soon as reasonably practicable after such reports are filed

with, or furnished to, the SEC. In addition, our Code of Business Conduct, Corporate Governance Guidelines and charters of

the Audit Committee, the Compensation Committee and the Nominating and Governance Committee are available on our

website, www.Ballys.com. The information that is contained in, or that is accessed through, our website is not part of this filing.