BALY

Risk Factor Summary Our business is subject to a number of risks and uncertainties, including those highlighted in this item in this Annual Report on General Economic Conditions • Our business is particularly sensitive to reductions in discretionary consumer spending.
Competition • The gaming industry, including retail casinos and iGaming, is very competitive and increased competition, including through legislative legalization or expansion of gaming by states in or near where we own facilities or through Native American gaming facilities, could adversely affect our financial results. • Portions of our operations are dependent on government contracts, which are generally awarded following lengthy and competitive government bidding processes and include performance guarantees.
Business Operational Risks • We are reliant on effective payment processing services from a limited number of providers in each of the markets in which we operate. • Our profitability will be dependent, in part, on return to players. • We extend credit to a portion of our customers, and we may not be able to collect gaming receivables from our credit customers. • Declining popularity of games and changes in device preferences of players could have a negative effect on our business. • The casino, hotel and hospitality industry is capital intensive and we may not be able to finance development, expansion and renovation projects, which could put us at a competitive disadvantage. • We are subject to various construction and development risks in connection with our current and future construction projects. • We may invest in or acquire other businesses, and our business may suffer if we are unable to successfully integrate acquired businesses into our company or otherwise manage the growth associated with multiple acquisitions. • We face risks associated with growth and acquisitions. • Negative perceptions and publicity surrounding the lottery industry could lead to increased regulation. • Our management identified material weaknesses in our internal control over financial reporting which could, if not remediated, result in material misstatements in our consolidated financial statements. • We may be unable to protect our intellectual property rights. • Our results of operations and financial condition could be adversely affected by the occurrence of natural disasters, such as hurricanes, or other catastrophic events, including war, terrorism and public health crises such as the COVID-19 pandemic.
Cybersecurity, Data Privacy and Technology Risks • We rely on information technology, Internet infrastructure and other systems and platforms, and any failures, errors, defects or disruptions in our systems or platforms could diminish our brand and reputation, subject us to liability, disrupt our business, affect our ability to scale our technical infrastructure and adversely affect our operating results and growth prospects. • Our business may be harmed by cybersecurity and data privacy incidents. • We may use AI in our business, and challenges with properly managing its use could result in reputational harm, competitive harm and legal liability, and could have adverse effects on our business, operating results, and financial condition.
Risks Related to our Common Stock • The market price of our common stock could fluctuate significantly. • Our largest shareholder owns a majority of our outstanding common stock, which could limit the ability of other shareholders to influence corporate matters. • We are a “controlled company” within the meaning of the corporate governance standards of NYSE.
As a result, we qualify for exemptions from certain corporate governance standards and our shareholders do not have the same protections afforded to shareholders of companies that are subject to such requirements. • We are not paying dividends and any decision to do so in the future will be at the discretion of our Board.
General Economic Conditions Our business is particularly sensitive to periodic reductions in discretionary consumer spending.
Our business is particularly sensitive to periodic reductions in discretionary consumer spending.
Unfavorable changes in general economic conditions, including recessions, economic slowdowns, sustained high levels of unemployment and rising prices or the perception by consumers of weak or weakening economic conditions, may reduce our users’ disposable income or result in fewer individuals engaging in entertainment and leisure activities, such as visiting casinos and casino hotel properties, free-to-play games, sports betting, iCasino and online bingo.
A period of sustained inflation, particularly in the US, European Union (“EU”) and UK, could materially impact our business.
Portions of our operations are dependent on government contracts, which are generally awarded following lengthy and competitive government bidding processes and include performance guarantees.
We routinely engage in lengthy and highly competitive government bidding processes, which have resulted in contracts with government entities across various jurisdictions.
Our contracts contain terms and conditions and performance guarantees that we must comply with throughout their term.
Any delays in project execution could expose us to the risk of financial liabilities, including the payment of damages and/or increased insurance premiums associated with the performance guarantees, which could materially adversely affect our business.
We operate under extremely stringent regulatory requirements in relation to our land-based casinos and online operations, particularly so in both the United States and the United Kingdom.
Regulatory authorities including US agencies and the Great Britain Gambling Commission (“GBGC”) have increased scrutiny, with the GBGC’s 2025 enforcement priorities shaped by the 2023 White Paper and driven by automation, real‑time monitoring, and specific customer thresholds.
We handle significant amounts of cash in our land-based operations and see a high volume of digital money transactions in our online operations and are subject to various reporting and AML laws and regulations.
Recently, US governmental authorities and the GBGC, have evidenced an increased focus on compliance with AML laws and regulations in the gaming industry, with the GBGC having completed a series of high-profile enforcement action against both online operators and land-based casinos for AML failures.
In the UK, safer gambling obligations require operators to identify and act upon indicators of harm in a timely manner, proactively monitor at risk customers, and adhere to new technical standards.
Any violation of AML laws or regulations or of safer gambling requirements could have a material adverse effect on our business, financial condition and results of operations.
If we or our employees or agents fail to comply with applicable laws or our policies governing our operations, we may face investigations, prosecutions and other legal proceedings and actions which could result in fines, license restrictions, civil penalties, administrative remedies and criminal sanctions.
Financial vulnerability checks have been introduced by the GBGC on customers with £150 net deposits over 30 rolling days based on publicly available data regarding customers.
Further financial risk assessments are being considered by the GBGC to assess the risk of harm of gambling in the context of high-spending remote gambling customers.
If we are required to conduct further financial risk checks on our highest value customers based on non-public information, some may be unwilling to provide the additional information and/or documentation to ascertain their sources of wealth, the affordability of their leisure spending with us or their risk of gambling related harm or vulnerability, and to continue to verify such information.
New legislation governing the online gaming industry may be introduced in the UK which limits or restricts our operating model in that mark et .
Changes have been introduced, including direct marketing restrictions on communications with remote gambling customers, new remote game design requirements, financial vulnerability checks, maximum stake limits, RTS security requirements and provisions on customer deposit prompts and reviews.
A statutory levy to fund research, prevention and treatment of gambling harm has been implemented in place of the previous voluntary system.
Moreover, the potential for the introduction of further stake, speed and prize limits and the introduction of deposit, loss and spend limits may operate to impact our financial performance and reduce the long-term growth opportunities for us in the UK.
The United Kingdom gambling market is undergoing significant regulatory and fiscal changes that may materially impact the profitability and operations of operators licensed by GBGC.
The UK government has implemented major increases in gambling tax revenues, resulting in a more restrictive and costly operating environment.
Effective from April 1, 2026, the Remote Gaming Duty (RGD) applicable to online gaming revenues, including online slots and casino games, increased from 21% to 40%.
Effective from April 1, 2027, the General Betting Duty for remote betting will increase from 15% to 25%, other than for remote bets on UK horse racing which will remain unchanged.
These taxation increases materially raise the tax burden on remote gambling operators and may significantly reduce operating margins and cash flows generated from UK online gaming activities.
There can be no assurance that operators will be able to offset these increased costs through pricing, operational efficiencies, or other measures.
As a result, these regulatory and fiscal developments could materially and adversely affect our financial performance.
We derive revenues from players located in jurisdictions in which we do not hold a l icense.
These jurisdictions are commonly referred to in the gaming industry as “unregulated jurisdictions” as it is not possible to obtain a license.
Certain of our products are made available to players in unregulated jurisdictions.
The relevant transactions in such unregulated jurisdictions and the associated player relationships that underpin them are generally regulated by “point of supply” gambling regimes.
We hold a point-of-supply license in Gibraltar and therefore, transactions are in fact heavily regulated but are not themselves regulated in the jurisdiction within which the player is ultimately located.

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Risk Factors ” of this Annual Report on Form 10-K for more information on competition.
Seasonality Casino, hotel and racing operations in our markets are subject to seasonal variation.
Seasonal weather conditions can frequently adversely affect transportation routes to each of our properties and may cause flooding and other effects that result in the closure of our properties.
As a result, unfavorable seasonal conditions could have a material adverse effect on our operations.
Our sports betting business may experience seasonality based on the relative popularity of certain sports at different times of the year.
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 recently implemented 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, 2024, we had approximately 10,000 employees.
As of December 31, 2024, we had 32 collective bargaining agreements covering 3,442 employees.
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; 90% of those graduates remain active team members today.
Building on this success, the Company has initiated two additional workforce development programs in Hospitality & Tourism, Networking Technology, IT, and Cybersecurity.
The first new course, "Orientation to Hospitality Management," commenced on October 31, 2024, with additional courses planned for Spring 2025.
Certificate programs in Food & Beverage, Casino Marketing, Casino Accounting, Gaming Management, and Sustainable Tourism are scheduled to follow.
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.
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 and iGaming 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 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.
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.

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