CENTURY CASINOS INC /CO/ 8-K

What Happened

• Century Casinos, Inc. announced that on May 6, 2026 its Board increased from five to six members and appointed Mitchell Etess as a new director, effective immediately. His term runs through the Company’s 2026 Annual Meeting of Stockholders (or until his earlier death, resignation, disqualification, or removal). The Board determined Mr. Etess qualifies as an independent director under Nasdaq and SEC rules. He has not yet been assigned to any board committees.

Key Details

• Board change: size increased from 5 to 6 members; appointment effective May 6, 2026.
• Compensation: non‑employee director package — $40,000 annual cash retainer; $10,000 annual equity award (restricted stock units, cap 4,000 units); $2,000 per gaming application completed.
• Governance agreement: Mr. Etess was appointed under a Nomination and standstill Agreement with Brigade Capital Management, LP, entered in connection with a Side Letter Agreement dated April 29, 2026.
• Credit-related note: the Side Letter contemplates that, if the Company runs a Dutch auction to buy certain term loans under the Credit Agreement (dated April 1, 2022), Brigade and affiliates may tender up to $50 million principal of term loans at a specified discount. There is no assurance an auction will occur or succeed.
• No related-party transactions involving Mr. Etess requiring disclosure under Item 404(a) were reported.

Why It Matters

• The appointment adds an independent director, which can affect board oversight and governance. The Nomination/standstill Agreement with Brigade signals a negotiated relationship that restricts Brigade from pursuing control actions for a limited period (nine months subject to conditions).
• The Side Letter’s potential $50 million tender in a loan buyback auction could influence the Company’s capital structure if such an auction occurs, but the filing does not guarantee an auction or successful tender. Investors should note the governance change and the strategic alignment with a significant creditor/holder (Brigade), while recognizing there are no immediate guarantees of financial transactions.