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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 10-Q

___________________________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 28, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-40142

___________________________________

LUCKY STRIKE ENTERTAINMENT CORPORATION

(Exact name of registrant as specified in its charter)

___________________________________


Delaware									98-1632024
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)

7313 Bell Creek Road
Mechanicsville, Virginia									23111
(Address of Principal Executive Offices)									(Zip Code)

(804) 417-2000

Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	LUCK	The New York Stock Exchange

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The registrant had outstanding 79,185,111 shares of Class A common stock, 58,519,437 shares of Class B common stock, and 117,087 shares of Series A preferred stock as of January 29, 2026.

Table of Contents

Index to Notes

Table of Contents


		Page
Part I - Financial Information
Item 1.	Financial Statements	i
	Condensed Consolidated Balance Sheets (unaudited)	1
	Condensed Consolidated Statements of Operations (unaudited)	3
	Condensed Consolidated Statements of Comprehensive (Loss) Income (unaudited)	4
	Condensed Consolidated Statements of Changes in Temporary Equity and Stockholders’ (Deficit) Equity (unaudited)	5
	Condensed Consolidated Statements of Cash Flows (unaudited)	6
	Index for Notes to Condensed Consolidated Financial Statements (unaudited)	8
	Notes to Condensed Consolidated Financial Statements (unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	35
Item 4.	Controls and Procedures	36

Part II - Other Information
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 6.	Exhibits and Financial Statement Schedules	37

Signatures		38

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Index to Notes

Lucky Strike Entertainment Corporation

Condensed Consolidated Balance Sheets

(Amounts in thousands)

(Unaudited)

Item 1. Condensed Consolidated Financial Statements


	December 28, 2025		June 29, 2025
Assets
Current assets:
Cash and cash equivalents	$	95,912	$	59,686
Accounts and notes receivable, net	6,377		7,998
Inventories, net	15,776		15,500
Prepaid expenses and other current assets	39,840		29,366
Assets held-for-sale	756		—
Total current assets	158,661		112,550

Property and equipment, net	1,229,452		944,917
Operating lease right of use assets	553,653		588,594
Finance lease right of use assets, net	305,165		507,701
Intangible assets, net	50,539		45,562
Goodwill	863,391		844,351
Deferred income tax asset	60,060		67,919
Other assets	46,960		48,145
Total assets	$	3,267,881	$	3,159,739

Liabilities, Temporary Equity and Stockholders’ Deficit
Current liabilities:
Accounts payable and accrued expenses	$	166,797	$	145,188
Current maturities of long-term debt	6,604		10,162
Current obligations of operating lease liabilities	33,911		33,103
Earnout liability	12,748		—
Other current liabilities	8,514		5,932
Total current liabilities	228,574		194,385

Long-term debt, net	1,761,509		1,300,708
Long-term obligations of operating lease liabilities	569,246		606,692
Long-term obligations of finance lease liabilities	427,521		683,161
Long-term financing obligations	453,489		449,215
Earnout liability	—		36,183
Other long-term liabilities	55,905		56,307
Deferred income tax liabilities	4,659		4,434
Total liabilities	3,500,903		3,331,085

Commitments and Contingencies (Note 9)

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Index to Notes


	December 28, 2025		June 29, 2025
Temporary Equity
Series A preferred stock	$	130,827	$	127,325

Stockholders’ Deficit
Class A common stock	12		12
Class B common stock	6		6
Additional paid-in capital	458,227		472,889
Treasury stock, at cost	(482,802)		(457,917)
Accumulated deficit	(339,635)		(313,181)
Accumulated other comprehensive loss	343		(480)
Total stockholders’ deficit	(363,849)		(298,671)
Total liabilities, temporary equity and stockholders’ deficit	$	3,267,881	$	3,159,739

See accompanying notes to unaudited condensed consolidated financial statements.

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Index to Notes

Lucky Strike Entertainment Corporation

Condensed Consolidated Statements of Operations

(Amounts in thousands, except share and per share amounts)

(Unaudited)


	Three Months Ended				Six Months Ended
	December 28, 2025		December 29, 2024		December 28, 2025		December 29, 2024
Revenues
Bowling	$	142,867	$	138,967	$	268,137	$	261,170
Food & beverage	112,397		110,902		208,526		198,941
Amusement & other	51,597		50,205		122,476		100,158
Total revenues	306,861		300,074		599,139		560,269

Costs and expenses
Location operating costs, excluding depreciation and amortization	99,667		82,694		197,493		168,922
Location payroll and benefit costs	77,882		70,876		153,126		138,312
Location food and beverage costs	23,955		23,225		45,890		43,755
Selling, general and administrative expenses, excluding depreciation and amortization	39,072		34,384		74,417		69,195
Depreciation and amortization	30,422		39,118		63,617		76,101
Loss on impairment and disposal of fixed assets, net	2,338		2,575		3,713		4,047
Other operating expense (income), net	198		329		(690)		118
Total costs and expenses	273,534		253,201		537,566		500,450

Operating income	33,327		46,873		61,573		59,819

Other (income) expenses
Interest expense, net	50,116		48,795		103,513		97,465
Change in fair value of earnout liability	(19,919)		(19,682)		(23,446)		(68,603)
Other expense	—		800		4,931		800
Total other expense	30,197		29,913		84,998		29,662

Income (loss) before income tax expense (benefit)	3,130		16,960		(23,425)		30,157

Income tax expense (benefit)	15,786		(11,347)		3,029		(21,245)
Net (loss) income	(12,656)		28,307		(26,454)		51,402

Series A preferred stock dividends	(2,416)		(2,240)		(4,772)		(4,454)
Earnings allocated to Series A preferred stock	—		(1,640)		—		(2,930)
Net (loss) income attributable to common stockholders	$	(15,072)	$	24,427	$	(31,226)	$	44,018

Net (loss) income per share attributable to Class A and B common stockholders
Basic	$	(0.11)	$	0.17	$	(0.23)	$	0.30
Diluted	$	(0.11)	$	0.16	$	(0.23)	$	0.29
Weighted-average shares used in computing net (loss) income per share attributable to common stockholders
Basic	137,343,082		143,939,878		137,944,707		144,853,328
Diluted	137,343,082		152,957,223		137,944,707		154,228,643

See accompanying notes to unaudited condensed consolidated financial statements.

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Index to Notes

Lucky Strike Entertainment Corporation

Condensed Consolidated Statements of Comprehensive (Loss) Income

(Amounts in thousands)

(Unaudited)


	Three Months Ended				Six Months Ended
	December 28, 2025		December 29, 2024		December 28, 2025		December 29, 2024
Net (loss) income	$	(12,656)	$	28,307	$	(26,454)	$	51,402
Other comprehensive income (loss), net of income tax:
Unrealized gain (loss) on derivatives	—		312		18		(397)
Foreign currency translation adjustment	606		(735)		805		(1,720)
Other comprehensive income (loss)	606		(423)		823		(2,117)
Total comprehensive (loss) income	$	(12,050)	$	27,884	$	(25,631)	$	49,285

See accompanying notes to unaudited condensed consolidated financial statements.

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Index to Notes

Lucky Strike Entertainment Corporation

Condensed Consolidated Statements of Changes in Temporary Equity and Stockholders’ (Deficit) Equity

(Amounts in thousands, except share amounts)

(Unaudited)


	Series A preferred stock			Class A common Stock			Class B common Stock			Treasury stock			Additional Paid-in capital		Accumulated deficit		Accumulated other comprehensive (loss) income		Total stockholders’ deficit
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Balance, June 30, 2024	120,387	$	127,410	88,854,487	$	11	58,519,437	$	6	34,071,295	$	(385,015)	$	510,675	$	(303,159)	$	220	(177,262)
Net income	—	—		—	—		—	—		—	—		—		23,095		—		23,095
Foreign currency translation adjustment	—	—		—	—		—	—		—	—		—		—		(985)		(985)
Unrealized loss on derivatives	—	—		—	—		—	—		—	—		—		—		(709)		(709)
Settlement of Series A preferred stock	(3,300)	(3,492)		269,886	—		—	—		—	—		3,492		—		—		3,492
Share-based compensation	—	—		26,656	—		—	—		—	—		4,314		—		—		4,314
Cash dividends	—	—		—	—		—	—		—	—		(8,552)		—		—		(8,552)
Repurchase of Class A common stock into Treasury stock	—	—		(702,194)	—		—	—		702,194	(7,720)		—		—		—		(7,720)
Balance, September 29, 2024	117,087	$	123,918	88,448,835	$	11	58,519,437	$	6	34,773,489	$	(392,735)	$	509,929	$	(280,064)	$	(1,474)	$	(164,327)
Net income	—	—		—	—		—	—		—	—		—		28,307		—		28,307
Foreign currency translation adjustment	—	—		—	—		—	—		—	—		—		—		(735)		(735)
Unrealized gain on derivatives	—	—		—	—		—	—		—	—		—		—		312		312
Share-based compensation	—	—		317,374	—		—	—		—	—		3,374		—		—		3,374
Cash dividends	—	—		—	—		—	—		—	—		(8,473)		—		—		(8,473)
Repurchase of Class A common stock into Treasury stock	—	—		(3,334,976)	—		—	—		3,334,976	(38,116)		—		—		—		(38,116)
Balance, December 29, 2024	117,087	$	123,918	85,431,233	$	11	58,519,437	$	6	38,108,465	$	(430,851)	$	504,830	$	(251,757)	$	(1,897)	$	(179,658)


	Series A preferred stock			Class A common Stock			Class B common Stock			Treasury stock			Additional Paid-in capital		Accumulated deficit		Accumulated other comprehensive (loss) income		Total stockholders’ deficit
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Balance, June 29, 2025	117,087	$	127,325	81,684,310	$	12	58,519,437	$	6	40,868,233	$	(457,917)	$	472,889	$	(313,181)	$	(480)	(298,671)
Net loss	—	—		—	—		—	—		—	—		—		(13,798)		—		(13,798)
Foreign currency translation adjustment	—	—		—	—		—	—		—	—		—		—		199		199
Unrealized gain on derivatives	—	—		—	—		—	—		—	—		—		—		18		18
Accrual of paid-in-kind dividends on Series A preferred stock	—	3,502		—	—		—	—		—	—		(3,502)		—		—		(3,502)
Share-based compensation	—	—		35,674	—		—	—		—	—		3,334		—		—		3,334
Cash dividends	—	—		—	—		—	—		—	—		(8,195)		—		—		(8,195)
Repurchase of Class A common stock into Treasury stock	—	—		(563,184)	—		—	—		563,184	(5,679)		—		—		—		(5,679)
Balance, September 28, 2025	117,087	$	130,827	81,156,800	$	12	58,519,437	$	6	41,431,417	$	(463,596)	$	464,526	$	(326,979)	$	(263)	$	(326,294)
Net loss	—	—		—	—		—	—		—	—		—		(12,656)		—		(12,656)
Foreign currency translation adjustment	—	—		—	—		—	—		—	—		—		—		606		606
Share-based compensation	—	—		125,504	—		—	—		—	—		2,577		—		—		2,577
Cash dividends	—	—		—	—		—	—		—	—		(8,876)		—		—		(8,876)
Repurchase of Class A common stock into Treasury stock	—	—		(2,319,615)	—		—	—		2,319,615	(19,206)		—		—		—		(19,206)
Balance, December 28, 2025	117,087	$	130,827	78,962,689	$	12	58,519,437	$	6	43,751,032	$	(482,802)	$	458,227	$	(339,635)	$	343	$	(363,849)

See accompanying notes to unaudited condensed consolidated financial statements.

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Index to Notes

Lucky Strike Entertainment Corporation

Condensed Consolidated Statements of Cash Flows

(Amounts in thousands)

(Unaudited)


	Six Months Ended
	December 28, 2025		December 29, 2024
Operating activities
Net (loss) income	$	(26,454)	$	51,402
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	63,617		76,101
Loss on impairment and disposal of fixed assets, net	3,713		4,047
Income from equity method investment	(131)		(136)
Amortization of deferred financing costs	5,521		1,772
Non-cash interest expense on finance lease obligation	5,861		5,699
Reduction of operating lease right of use assets	19,180		17,893
Non-cash portion of gain on lease modification	(1,441)		—
Deferred income taxes	(1,245)		(22,013)
Share-based compensation	6,319		9,167
Distributions from equity method investments	100		127
Change in fair value of earnout liability	(23,446)		(68,603)
Changes in assets and liabilities, net of business acquisitions:
Accounts receivable and notes receivable, net	2,014		1,197
Inventories	546		(2,014)
Prepaids, other current assets and other assets	(3,993)		(7,228)
Accounts payable and accrued expenses	14,621		9,601
Operating lease liabilities	(17,348)		(4,543)
Other current liabilities	(4,550)		(3,844)
Other long-term liabilities	(1,228)		(478)
Net cash provided by operating activities	41,656		68,147

Investing activities
Purchases of property and equipment	(58,799)		(92,005)
Purchases of previously leased assets	(246,795)		—
Purchases of intangible assets	(4,500)		—
Proceeds from sale of property and equipment	—		1,655
Acquisitions, net of cash acquired	(44,047)		(42,864)
Net cash used in investing activities	(354,141)		(133,214)

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Index to Notes


	Six Months Ended
	December 28, 2025		December 29, 2024
Financing activities
Repurchase of Class A common stock into Treasury stock	$	(24,378)	$	(45,420)
Payments for tax withholdings on share-based compensation	(396)		(1,454)
Payment of cash dividends	(17,071)		(17,024)
Payment of long-term debt	(1,279,651)		(3,380)
Proceeds from term loan	1,200,000		150,000
Proceeds from Senior Secured Notes	500,000		—
Proceeds from bridge term loan	230,000		—
Payment of bridge term loan	(230,000)		—
Payment on finance leases	(1,306)		(3,117)
Proceeds on finance leases	1,481		417
Proceeds from Revolver draws	210,000		110,000
Payoff of Revolver draws	(155,000)		(110,000)
Other financing, net	3,428		—
Purchases of previously leased assets	(61,651)		—
Payment of deferred financing costs	(27,130)		(923)
Net cash provided by financing activities	348,326		79,099

Effect of exchange rates on cash	385		(249)

Net increase in cash and cash equivalents	36,226		13,783
Cash and cash equivalents at beginning of period	59,686		66,972
Cash and cash equivalents at end of period	$	95,912	$	80,755

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

Index to Notes

Lucky Strike Entertainment Corporation

Index For Notes to Condensed Consolidated Financial Statements (Unaudited)


		Page
Note 1	Description of Business and Significant Accounting Policies	9
Note 2	Business Acquisitions	12
Note 3	Goodwill and Other Intangible Assets	12
Note 4	Property and Equipment	13
Note 5	Leases	13
Note 6	Accounts Payable and Accrued Expenses	17
Note 7	Debt	17
Note 8	Income Taxes	19
Note 9	Commitments and Contingencies	19
Note 10	Earnouts	19
Note 11	Fair Value of Financial Instruments	20
Note 12	Common Stock, Preferred Stock and Stockholders’ Equity	21
Note 13	Share-Based Compensation	22
Note 14	Net (Loss) Income Per Share	23
Note 15	Supplemental Cash Flow Information	25

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Index to Notes

Lucky Strike Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(In thousands, except share and per share data)

(Unaudited)

(1) Description of Business and Significant Accounting Policies

Lucky Strike Entertainment Corporation, a Delaware corporation, and its subsidiaries (referred to herein as, the “Company”, “Lucky Strike Entertainment”, “Lucky Strike”, “we,” “us” and “our”) is one of the world’s premier operators of location-based entertainment.

The Company operates location-based entertainment venues under different brand names. Our AMF and Bowl America branded locations are traditional bowling locations, while the Lucky Strike and Bowlero branded locations offer a more upscale entertainment concept with lounge seating, enhanced food and beverage offerings, and more robust customer service for individuals and group events. The Company also operates other forms of location-based entertainment, such as Octane Raceway, Raging Waves water park, Shipwreck Island water park, Big Kahuna’s water park, Wet ‘n Wild Emerald Pointe water park, Castle Park and Boomers Parks. All of our locations are managed in a fully integrated and consistent basis because all of our locations are in the same business of operating location-based entertainment.

Basis of Presentation: The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with GAAP have been condensed or omitted. In the opinion of management, these financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position, results of operations and cash flows for the periods indicated. Our quarterly financial data should be read in conjunction with the audited financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended June 29, 2025.

Principles of Consolidation: The condensed consolidated financial statements and related notes include the accounts of Lucky Strike and the subsidiaries it controls. Control is determined based on ownership rights or, when applicable, based on whether the Company is considered to be the primary beneficiary of a variable interest entity. We use the equity method to account for investments in which we have the ability to exercise significant influence over the investee’s operating and financial policies, or in which we hold a partnership or limited liability company interest in an entity with specific ownership accounts, unless we have virtually no influence over the investee’s operating and financial policies. All significant intercompany balances and transactions have been eliminated in consolidation.

Segment Reporting: We manage our business activities on a consolidated basis and operate as a single operating segment: Location-based entertainment. The Company’s Chief Executive Officer, Thomas Shannon, is the Company’s chief operating decision maker (“CODM”). The CODM reviews the financial information presented on a consolidated basis since the Company provides its offerings and views key metrics, costs and margins similarly among our various location-based entertainment venues.

As a result, the CODM assesses performance and allocates resources based on net income (loss), as reported on our condensed consolidated statements of operations. The CODM manages and evaluates the results of the business in a consolidated manner to drive synergies and develop uniform strategies. Accordingly, key components and processes of the Company’s operations are centrally managed, including location acquisitions and development, customer service, marketing, human resources, finance and accounting, legal and government affairs. Segment asset information is not used by the CODM to allocate resources. The operating financial results along with significant segment expenses and other segment items are presented on the Company’s condensed consolidated statements of operations.

Use of Estimates: The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the balance sheets, statements of operations and accompanying notes. Significant estimates made by management include, but are not limited to, cash flow projections; the fair value of assets and liabilities in acquisitions; derivatives with hedge accounting; share-based compensation; depreciation and impairment of long-lived assets; carrying amount and recoverability analyses of property and equipment, assets held for sale, goodwill and other intangible assets; valuation of deferred tax assets and liabilities and income tax uncertainties; and reserves for litigation, claims and self-insurance costs. Actual results could differ from those estimates.

Change in Estimates: During the first quarter of fiscal year 2026, management conducted a review of the estimated useful lives of fixed assets due to operational changes, improved maintenance practices, and technological enhancements that are extending asset durability and reducing wear and tear. As a result of this review, the estimated useful lives were revised to better reflect their estimated future economic benefits.

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The following table shows the impact of the changes in estimates:


	Three Months Ended		Six Months Ended
	December 28, 2025		December 28, 2025
Decrease to depreciation expense	$	8,341	$	15,785
Decrease to net loss	8,341		15,785
Decrease to net loss per share	$	0.06	$	0.11

Fair-value Estimates: We have various financial instruments included in our financial statements. Financial instruments are carried in our financial statements at either cost or fair value. We estimate fair value of assets and liabilities using the following hierarchy using the highest level possible:

Level 1: Quoted prices in active markets that are accessible at the measurement date for identical assets and liabilities.

Level 2: Observable prices that are based on inputs not quoted on active markets, but are corroborated by market data.

Level 3: Unobservable inputs are used when little or no market data is available.

Cash and Cash Equivalents: The Company considers all highly liquid investments with a maturity date of three months or less when purchased to be cash equivalents. The Company accepts a range of debit and credit cards, and these transactions are generally transmitted to a bank for reimbursement within 24 hours. The payments due from the banks for these debit and credit card transactions are generally received, or settled, within 24 to 48 hours of the transmission date. The Company considers all debit and credit card transactions that settle in less than seven days to be cash equivalents.

Prepaid Expenses and Other Current Assets: Prepaid expenses consists primarily of payments made for goods and services to be received in the near future. Prepaid expenses consists of sales tax, insurance premiums, deposits, and other costs.


	December 28, 2025		June 29, 2025
Prepaid expenses	$	25,517	$	17,731
Non-trade receivables	10,943		10,087
Other	3,380		1,548
Total prepaid expenses and other current assets	$	39,840	$	29,366

Equity Method Investments: The aggregate carrying amounts of our equity method investments was $25,872 and $25,841 as of December 28, 2025 and June 29, 2025, respectively, and are included as a component of Other Assets in our accompanying condensed consolidated balance sheets. Substantially all of our equity method investments consist of a limited partner interest in a subsidiary of VICI Properties Inc. (“VICI”). Equity method investments are adjusted to recognize (1) our share, based on percentage ownership or other contractual basis, of the investee’s net income or loss after the date of investment, (2) additional contributions made or distributions received, (3) amortization of the recorded investment that exceeds our share of the book value of the investee’s net assets, and (4) impairments resulting from other-than-temporary declines in fair value. Cash distributions received from our equity method investments are considered returns on investment and presented within operating activities in the condensed consolidated statement of cash flows to the extent of cumulative equity in net income of the investee. Additional distributions in excess of cumulative equity are considered returns of our investment and are presented as investing activities.

Derivatives: We are exposed to interest rate risk. To manage this risk, we entered into interest rate collar derivative transactions associated with a portion of our outstanding debt. The interest rate collars, which are designated for accounting purposes as cash flow hedges, establish a cap and floor on the Secured Overnight Financing Rate (SOFR). The Company's interest rate collars expire on March 31, 2026.

For financial derivative instruments that are designated as a cash flow hedge for accounting purposes, the effective portion of the gain or loss on the financial derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction, and in the same period or periods during which the forecasted transaction affects earnings. Gains and losses on the financial derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings.

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Index to Notes

The interest rate collar agreements effectively modified our exposure to interest rate risk by converting a portion of our interest payments on floating rate debt to include a cap and floor, thus reducing the impact of interest rate changes on future interest expense. See Note 7 - Debt for more information.

Net (Loss) Income Per Share Attributable to Common Stockholders: We compute net (loss) income per share of Class A common stock and Class B common stock under the two-class method. Holders of Class A common stock and Class B common stock have equal rights to the earnings of the Company. Our participating securities include the Series A preferred stock that have a non-forfeitable right to dividends in the event that a dividend is paid on common stock, but do not participate in losses, and thus are not included in a two-class method in periods of loss. In periods where the Company reports a net loss, all potentially dilutive securities are excluded from the calculation of the diluted net loss per share attributable to common stockholders as their effect is antidilutive and accordingly, basic and diluted net loss per share attributable to common stockholders will be the same. Dilutive securities include Series A preferred stock, earnouts, stock options, and restricted stock units (“RSUs”). See Note 14 - Net (Loss) Income Per Share.

Emerging Growth Company Status: The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult because of the potential differences in accounting standards used. We will lose our emerging growth company status on June 28, 2026, which is the last day of the fiscal year following the fifth anniversary of Isos’ IPO (March 5, 2026).

Recently Issued Accounting Standards: In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (“Topic 740”): Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures through the standardization and disaggregation of rate reconciliation categories and income taxes paid in both domestic and foreign jurisdictions. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 and is to be applied prospectively, with early adoption and retrospective application permitted. The Company adopted ASU 2023-09 in the first quarter of fiscal year 2026 and the adoption of this guidance will result in updates to annual disclosures to adhere to the new requirements, but will not otherwise have a significant impact on our consolidated financial statements.

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 (“ASU 2024-03”), which requires the disaggregation of certain expenses in the notes of the financials, to provide enhanced transparency into the expense captions presented on the face of the income statement. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027 and may be applied either prospectively or retrospectively. We are currently evaluating the impact of this standard to our consolidated financial statements.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal Use Software (“ASU 2025-06”), which will improve disclosures surrounding internal-use software and the timing of capitalization when companies use the incremental and iterative development method. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027 and is to be applied prospectively, with early adoption and retrospective application permitted. We are currently evaluating the impact of this standard to our consolidated financial statements.

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(2) Business Acquisitions

Acquisitions: The Company continually evaluates potential acquisitions, which can be either business combinations or asset purchases, that strategically fit within the Company’s overall growth strategy in order to expand our market share in key geographic areas and to improve our ability to leverage our fixed costs.

2026 Business Acquisitions: For business combinations, the Company allocates the consideration transferred to the identifiable assets acquired and liabilities assumed based on their preliminary estimated fair values as of the acquisition date. We estimate the fair values of the assets acquired and liabilities assumed using valuation techniques, such as the income, cost and market approaches. During the six months ended December 28, 2025, the Company had one business acquisition in which we acquired four locations for a total consideration of $44,047. The Company is still in the process of finalizing its valuation analyses for the business acquisition. The remaining fair value estimates include working capital, intangibles, property and equipment, and operating lease assets and liabilities. If necessary, for business combinations, we will continue to refine our estimates throughout the permitted measurement period, which may result in corresponding offsets to goodwill. We expect to finalize the valuations as soon as possible, but no later than one year after the respective acquisition dates.

The following table summarizes the preliminary purchase price allocations for the fair values of the identifiable assets acquired and liabilities assumed, components of consideration transferred and the transactional related expenses during the six months ended December 28, 2025 using the acquisition method of accounting:


Identifiable assets acquired and liabilities assumed	Total
Current assets	$	1,476
Property and equipment	34,523
Operating lease right-of-use (“ROU”) assets	25,780
Identifiable intangible assets	3,960
Goodwill	18,454
Total assets acquired	$	84,193

Current liabilities	$	(5,073)
Operating lease liabilities	(24,930)
Deferred income tax liability	(9,158)
Other liabilities	(985)
Total liabilities assumed	(40,146)
Total fair value, net of cash of $549	$	44,047

Components of consideration transferred
Cash	$	44,047
Total	$	44,047

(3) Goodwill and Other Intangible Assets

Goodwill:

The changes in the carrying amount of goodwill for the six months ended December 28, 2025:


Balance as of June 29, 2025	$	844,351
Goodwill resulting from acquisitions during fiscal year 2026	18,454
Adjustments to preliminary fair values for prior year acquisitions	586
Balance as of December 28, 2025	$	863,391

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Intangible Assets:


	December 28, 2025						June 29, 2025
	Gross carrying amount		Accumulated amortization		Net carrying amount		Gross carrying amount		Accumulated amortization		Net carrying amount
Finite-lived intangible assets:
Bowlero trade name	$	14,870	$	(7,742)	$	7,128	$	14,870	$	(5,366)	$	9,504
Other acquisition trade names	1,890		(1,199)		691		2,510		(1,611)		899
Customer relationships	1,874		(1,378)		496		4,285		(3,541)		744
Management contracts	4,500		(201)		4,299		300		(300)		—
Non-compete agreements	3,284		(2,199)		1,085		3,724		(2,313)		1,411
PBA member, sponsor & media relationships	1,200		(707)		493		1,200		(651)		549
Other intangible assets	1,564		(633)		931		754		(519)		235
	29,182		(14,059)		15,123		27,643		(14,301)		13,342
Indefinite-lived intangible assets:
Liquor licenses	12,876		—		12,876		12,830		—		12,830
Lucky Strike trade name	8,360		—		8,360		8,360		—		8,360
Other trade names	14,180		—		14,180		11,030		—		11,030
	35,416		—		35,416		32,220		—		32,220
	$	64,598	$	(14,059)	$	50,539	$	59,863	$	(14,301)	$	45,562

The following table shows amortization expense for finite-lived intangible assets for each reporting period:


	Three Months Ended				Six Months Ended
	December 28, 2025		December 29, 2024		December 28, 2025		December 29, 2024
Amortization expense	$	1,839	$	1,801	$	3,513	$	3,754

(4) Property and Equipment

As of December 28, 2025 and June 29, 2025, property and equipment consists of:


	December 28, 2025		June 29, 2025
Land	$	243,788	$	139,389
Building and leasehold improvements	942,029		754,647
Equipment, software, furniture, and fixtures	681,498		645,200
Construction in progress	24,465		27,021
	1,891,780		1,566,257
Accumulated depreciation	(662,328)		(621,340)
Property and equipment, net of accumulated depreciation	$	1,229,452	$	944,917

The following table shows depreciation expense related to property and equipment for each reporting period:


	Three Months Ended				Six Months Ended
	December 28, 2025		December 29, 2024		December 28, 2025		December 29, 2024
Depreciation expense	$	25,960	$	32,958	$	54,663	$	63,633

(5) Leases

The Company leases various assets under non-cancellable operating and finance leases. These assets include location-based entertainment venues, office space, vehicles, and equipment.

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Most of our leases contain payments for some or all of the following: base rent, contingent rent, common area maintenance, insurance, real-estate taxes, and other operating expenses. Rental payments are subject to escalation depending on future changes in designated indices or based on pre-determined amounts agreed upon at lease inception.

On July 10, 2025, the Company acquired 58 existing properties that were previously under a master lease agreement with Carlyle for $306,000. Spanning 16 states, the 58 property portfolio includes prime locations in California, Illinois, Georgia, Arizona, and Colorado.

The following table summarizes the components of the net lease cost for each reporting period:


		Three Months Ended				Six Months Ended
Lease Costs:	Location on Condensed Consolidated Statements of Operations	December 28, 2025		December 29, 2024		December 28, 2025		December 29, 2024
Operating Lease Costs: (1)
Operating lease costs associated with master leases for locations	Primarily Location operating costs	$	3,679	$	4,428	$	7,448	$	8,856
Operating lease costs associated with non-master leases for locations	Primarily Location operating costs	16,303		15,779		32,984		30,296
Percentage rental costs for locations (2)	Primarily Location operating costs	2,217		1,931		3,832		3,057
Equipment and other operating lease costs (3)	Primarily Location operating costs	2,270		(1,043)		4,584		908
Total Operating Lease Costs:		24,469		21,095		48,848		43,117

Finance Lease Costs:
Amortization of right-of-use assets	Depreciation and amortization	2,623		4,359		5,441		8,714
Interest expense	Interest expense, net	7,402		12,398		15,348		24,787
Total Finance Lease Costs:		10,025		16,757		20,789		33,501

Financing Obligation Costs:
Interest expense	Interest expense, net	10,353		10,163		20,657		20,278
Total Financing Obligation Costs:		10,353		10,163		20,657		20,278

Other Costs, Net:
Variable occupancy costs (4)	Primarily Location operating costs	13,649		19,661		30,557		38,357
Loss (gain) from modifications to operating leases	Other operating expense (income), net	300		—		(1,441)		—
Other lease costs (5)	Primarily Location operating costs	349		64		650		269
Sublease income (6)	Revenues - Amusement & other	(1,258)		(1,188)		(2,423)		(2,400)
Total Other Costs, Net		13,040		18,537		27,343		36,226

Total Lease Costs, Net		$	57,887	$	66,552	$	117,637	$	133,122

(1)Operating lease costs includes both cash and non-cash expenses for operating leases. The operating lease costs associated with our locations are recognized evenly over the lease term, therefore, the timing of the expense may differ from the timing of actual cash payments. Cash payments and lease costs can differ due to (a) the timing of cash payments relative to the level expense, (b)

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non-cash adjustments as a result of purchase accounting, and (c) various other non-cash adjustments to lease costs. Please see the table below for cash paid for amounts included within our lease liabilities.

(2)Percentage rental costs for our locations primarily represents leases where we pay an extra rental amount based on a percentage of revenue in excess of predetermined revenue thresholds.

(3)Equipment and other operating lease costs primarily represents operating leases costs for equipment leases, common area maintenance charges, rent relief from the impacts of COVID-19, and other variable lease costs for operating leases where the lease payments escalate based on an index or rate.

(4)Variable occupancy costs primarily represents utilities, property insurance, and real estate taxes.

(5)Other lease costs primarily includes short-term lease costs and other variable payments for various equipment leases.

(6)Sublease income primarily represents short-term leases with pro-shops and various retail tenants.

Cash paid for amounts included in the measurement of lease liabilities for each reporting period:


	Six Months Ended
	December 28, 2025		December 29, 2024
Cash paid for amounts included in the measurement of lease liabilities (1)

Operating leases:
Operating cash flows paid for operating leases	$	37,346	$	33,059
Total cash paid for operating lease liabilities	37,346		33,059

Finance leases:
Operating cash flows paid for interest portion of finance leases	13,651		23,213
Financing cash flows paid for principal portion of finance leases	1,306		3,108
Total cash paid for finance lease liabilities	14,957		26,321

Financing Obligations:
Operating cash flows paid for interest portion of financing obligations	16,383		16,135
Financing cash flows paid for principal portion of finance obligations	—		9
Total cash paid for financing obligations:	16,383		16,144

Total cash amounts paid that are included in the measurement of lease liabilities: (2)	$	68,686	$	75,524

(1)This table includes cash paid for amounts included in the measurement of our lease liabilities. Since the lease liability only includes amounts that are contractually fixed, this table excludes cash paid for amounts that are variable in nature, such as utilities, common area maintenance, property insurance, real estate taxes, and percentage rent.

(2)For the period ended December 29, 2024, total cash amounts within the above table include deferred repayments of $2,013 for operating leases and $4,341 for finance leases. As of December 28, 2025, there were no deferred payments remaining.

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Supplemental balance sheet information related to leases was as follows:


	Condensed Consolidated Balance Sheets Location	December 28, 2025		June 29, 2025
Operating leases:
ROU Assets, net	Operating lease ROU assets, net	$	553,653	$	588,594
Lease liabilities, Short-term	Operating lease liabilities, ST	33,911		33,103
Lease liabilities, Long-term	Operating lease liabilities, LT	569,246		606,692

Finance leases:
ROU Assets, net	Finance lease ROU assets, net	305,165		507,701
Lease liabilities, Short-term	Other current liabilities	1,599		780
Lease liabilities, Long-term	Finance lease liabilities, LT	427,521		683,161

Financing Obligations:
Financing obligation, long-term	Long-term financing obligations	453,489		449,215

Lease incentive receivables from landlords of $2,595 and $3,975 as of December 28, 2025 and June 29, 2025, respectively, are reflected as a reduction of the operating and finance lease liability.

Other supplemental cash flow information related to leases was as follows for each reporting period:


	Six Months Ended
	December 28, 2025		December 29, 2024
Supplemental Cash flow Information:
Operating Cash Flows from landlord contributions	$	801	$	8,389
Financing Cash Flows from landlord contributions	1,481		417
Purchases of operating lease assets	31,186		—
Purchases of operating lease liabilities	33,393		—
Purchases of finance lease assets	206,064		—
Purchases of finance lease liabilities	267,715		—

For the purchase of previously leased property, the Company treated the net difference between operating lease assets and liabilities as a reduction of operating cash flows on the purchase date. Similarly, the Company treated the net difference between finance lease assets and liabilities as a reduction of financing cash flows on the purchase date. The remainder of the purchase price is being allocated to investing cash outflows.

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(6) Accounts Payable and Accrued Expenses

As of December 28, 2025 and June 29, 2025, accounts payable and accrued expenses consist of:


	December 28, 2025		June 29, 2025
Accounts Payable	$	38,077	$	33,863
Customer deposits	25,400		12,811
Interest	18,070		9,164
Compensation	16,379		13,677
Taxes and licenses	16,110		16,622
Insurance	13,660		13,288
Deferred revenue	9,886		17,804
Utilities	4,353		5,070
Professional fees	2,823		4,221
Other	22,039		18,668
Total accounts payable and accrued expenses	$	166,797	$	145,188

(7) Debt

The following table summarizes the Company’s debt structure as of December 28, 2025 and June 29, 2025:


	December 28, 2025		June 29, 2025
Term Loan (Maturing September 22, 2032 and bearing variable rate interest; 7.17% and 7.83% at December 28, 2025 and June 29, 2025, respectively)	$	1,200,000	$	1,279,116
7.25% Senior Secured Notes (Due October 15, 2032)	500,000		—
Revolver (Maturing September 22, 2030 and bearing variable rate interest; 6.37% and 6.93% at December 28, 2025 and June 29, 2025, respectively)	85,000		30,000
Other Equipment Loans	12,138		12,674
	1,797,138		1,321,790
Less:
Unamortized financing costs	(29,025)		(10,920)
Current portion of unamortized financing costs	3,521		3,947
Current maturities of long-term debt	(10,125)		(14,109)
Total long-term debt	$	1,761,509	$	1,300,708

Term Loan: On September 22, 2025, the Company entered into a Fifteenth Amendment (the “Fifteenth Amendment”) to the First Lien Credit Agreement. The Fifteenth Amendment provided for a refinanced $1,200,000 term loan maturing on September 22, 2032 (the “Term Loan”) . The proceeds from the Term Loan, along with proceeds from the Notes (defined below), were used to fully repay outstanding borrowings under the First Lien Credit Agreement, including:

•$1,275,861 under the existing term loan

•$230,000 under the Bridge Term Loan (defined below)

•All outstanding borrowings under the Revolver (defined below)

The refinancing was accounted for as a non-substantial debt modification, resulting in no gain or loss.

The Term Loan is repaid on a quarterly basis in principal payments of $3,000 beginning on March 31, 2026. The Term Loan bears interest at a rate per annum equal to the Adjusted Term Secured Overnight Financing Rate (“SOFR”) plus 3.25%, subject to a step down to 3.00% per annum at Total Leverage Ratio level of 2.90:1.00. Interest on the Term Loan is due on the last day of the interest period. The interest period, as agreed upon between the Company and its lenders, can be either one, three, or six months in length. As of December 28, 2025, the interest period is one month.

7.25% Senior Secured Notes: On September 22, 2025, the Company issued $500,000 aggregate principal amount of 7.25% Senior Secured Notes (the “Notes”). The Notes were issued pursuant to the indenture, also dated as of September

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22, 2025 (the “Indenture”). The Notes bear interest at the rate of 7.25% per annum and will mature on October 15, 2032. Interest on the Notes will be payable semi-annually in arrears on April 15 and October 15 of each year, beginning on April 15, 2026. The Indenture includes customary redemption provisions, including, among others, the right to redeem the Notes, in whole or in part, (1) prior to October 15, 2028, at a price equal to 100% of the principal amount thereof plus a “make-whole” premium, and (2) on or after October 15, 2028, at the redemption prices set forth in the Indenture.

Revolver: Under the First Lien Credit Agreement, the Company has access to a senior secured revolving credit facility (the “Revolver”). On July 16, 2025, the Company entered into a Fourteenth Amendment (the “Fourteenth Amendment”) to the First Lien Credit Agreement. The Fourteenth Amendment provided for a $50,000 increase of the Revolver commitment to an aggregate amount of $385,000.

In connection with the Fifteenth Amendment, the Revolver commitment was increased by $40,000 to an aggregate amount of $425,000, and the amount outstanding as of the effective date of the Fifteenth Amendment of $155,000 was repaid. Any outstanding balance on the Revolver is due on September 22, 2030. Interest on borrowings under the Revolver is based on the Adjusted Term SOFR. Borrowings under the Revolver bear interest at a rate per annum equal to SOFR plus 2.5%. Unused commitments under the Revolving Credit Facility incur initial commitment fees of 0.25%.

Bridge Term Loan: On July 10, 2025, the Company entered into a Thirteenth Amendment (the “Thirteenth Amendment”) to the First Lien Credit Agreement. The Thirteenth Amendment provided for a $230,000 bridge term loan (the “Bridge Term Loan”), which provided additional financing to acquire the Carlyle master lease agreement. The maturity date for the Bridge Term Loan is the date that is 364 days after July 10, 2025. The Bridge Term Loan bears interest at a rate per annum equal to the Adjusted Term SOFR plus 2.50%, which will increase by 0.50% on each of the 90th, 180th and 270th days after July 10, 2025. In connection with the Fifteenth Amendment, the Bridge Term Loan was repaid in full and no amounts are outstanding.

First Lien Credit Agreement Covenants: Obligations owed under the First Lien Credit Agreement are secured by a first priority security interest on substantially all assets of Lucky Strike. and the guarantor subsidiaries. The First Lien Credit Agreement contains customary events of default, restrictions on indebtedness, liens, investments, asset dispositions, dividends and affirmative and negative covenants. The Company is subject to a financial covenant requiring that the First Lien Leverage Ratio (as defined in the First Lien Credit Agreement) not exceed 6.00:1.00 as of the end of any fiscal quarter if amounts outstanding on the Revolver exceed an amount equal to 40% of the aggregate Revolver commitment (subject to certain exclusions) at the end of such fiscal quarter. In addition, payment of borrowings under the Revolver may be accelerated if there is an event of default, and Lucky Strike would no longer be permitted to borrow additional funds under the Revolver while a default or event of default were outstanding.

7.25% Senior Secured Notes Covenants: The Notes are secured by substantially all of the assets of the Company and certain wholly owned subsidiaries of the Company. The Indenture contains customary restrictive covenants and events of default.

Letters of Credit: Outstanding standby letters of credit as of December 28, 2025 and June 29, 2025 totaled $24,122 and $22,422, respectively, and are guaranteed by JP Morgan Chase Bank, N.A. The available amount of the Revolver is reduced by the outstanding standby letters of credit.

Other Equipment Loan: On August 19, 2022, the Company entered into an equipment loan agreement for a principal amount of $15,350 with JP Morgan Chase Bank, N.A.. The loan matures August 19, 2029 and bears a fixed interest rate of 6.24%. The loan is repaid on a monthly basis in fixed payments of $153 plus a final payment at maturity. The loan obligation is secured by a lien on the equipment.

Covenant Compliance: The Company was in compliance with all debt covenants as of December 28, 2025.

Interest rate collars: The Company entered into two interest rate collars effective as of March 31, 2023 for an aggregate notional amount of our term loan of $800,000. The collar hedging strategy stabilizes interest rate fluctuations by setting both a floor and a cap. The hedge transactions have a trade and hedge designation date of April 4, 2023. The hedge transactions, each for a notional amount of $400,000, provide for interest rate collars. The interest rate collars establish a floor on SOFR of 0.9429% and 0.9355%, respectively, and a cap on SOFR of 5.50%. The interest rate collars have a maturity date of March 31, 2026.

The fair value of the collar agreements as of December 28, 2025 and June 29, 2025 was a liability of $0 and $16, respectively, and is included within the condensed consolidated balance sheets.

Since SOFR was within the collar cap and floor rates, there was no interest impact on the condensed consolidated statement of operations.

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(8) Income Taxes

For interim periods, the Company generally uses the estimated annual effective tax rate (“AETR”) method to calculate its income tax provision based on the current estimate of its AETR plus the tax effect of discrete items occurring during the period. The estimated AETR is based on forecasted annual results which may fluctuate due to significant changes in the forecasted or actual results and any other transaction that results in differing tax treatment.

For the three and six months ended December 28, 2025, the Company departed from the estimated AETR method and computed its provision for income taxes using the discrete effective tax rate method (the “discrete method”), as allowed under ASC Topic 740, Income Taxes - Interim Reporting. The discrete method is applied when the application of the estimated AETR is impractical because it is not possible to reliably estimate the AETR. The discrete method treats the year-to-date period as if it was the annual period and determines the income tax expense or benefit on that basis. We believe that, at this time, the use of this discrete method is more appropriate than the AETR method as our full-year forecasted pre-tax income, relative to our forecasted permanent differences, has the potential to distort our estimated AETR.

The Company’s effective tax rate for the six months ended December 28, 2025 was (13)%, which differs from the US federal statutory rate of 21% primarily due to state taxes incurred relating to the repurchase of the 58 properties under the Carlyle master lease agreement, the change in fair value of the earnout liability, increase to the valuation allowance against the deferred tax asset for business interest expense that cannot be deducted under IRC Section 163(j), permanent differences, and other discrete tax items. The Company’s effective tax rate for the six months ended December 29, 2024 was (70)%, which differs from the US federal statutory rate of 21% due to the change in fair value of the earnout liability, permanent differences, and other discrete tax items.

On July 4, 2025, the U.S. government enacted The One Big Beautiful Bill Act of 2025. The most significant impact to the Company under the bill was the permanent reinstatement of bonus depreciation on qualified property and modifications to the calculation for excess business interest expense limitation under IRC Section 163(j) to the current tax estimate. The Company will continue to monitor the potential impacts of the bill on the Company’s consolidated financial statements.

(9) Commitments and Contingencies

From time to time, we are involved in various inquiries, investigations, claims, lawsuits and other legal proceedings that are incidental to the conduct of our business. These matters typically involve claims from customers, employees or other third parties involved in operational issues common to the retail, restaurant and entertainment industries. Such matters typically represent actions with respect to contracts, intellectual property, taxation, employment, employee benefits, personal injuries and other matters. A number of such claims may exist at any given time and there are currently a number of claims and legal proceedings pending against us. While it is not feasible to predict the outcome of all claims and legal proceedings and exposures with certainty, management believes that their ultimate disposition should not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

(10) Earnouts

There were 11,418,099 and 11,418,291 unvested earnout shares outstanding as of December 28, 2025 and June 29, 2025, respectively.

The outstanding unvested earnout shares will vest if the closing share price of Lucky Strike’s Class A common stock equals or exceeds $17.50 per share for any 10 trading days within any consecutive 20 trading day period that occurs from December 15, 2021 through December 15, 2026.

All but 35,935 earnout shares are classified as a liability and changes in the fair value of the earnout shares are recognized in the statement of operations. Those earnout shares not classified as a liability are classified as equity compensation to employees and recognized as compensation expense on a straight-line basis over the expected term or upon the contingency being met.

See Note 11 - Fair Value of Financial Instruments for a summary of changes in the estimated fair value of the earnout shares for the periods ended December 28, 2025 and December 29, 2024.

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(11) Fair Value of Financial Instruments

Debt

The fair value and carrying value of our debt as of December 28, 2025 and June 29, 2025 are as follows:


	December 28, 2025		June 29, 2025
Carrying value	$	1,797,138	$	1,321,790
Fair value	1,779,138		1,316,993

The fair value of our debt is estimated based on trading levels of lenders buying and selling their participation levels of funding (Level 2).

There were no transfers in or out of any of the levels of the valuation hierarchy during the three and six months ended December 28, 2025 and the fiscal year ended June 29, 2025.

Items Measured at Fair Value on a Recurring Basis

The Company holds certain assets and liabilities that are required to be measured at fair value on a recurring basis. The following table is a summary of fair value measurements and hierarchy level as of December 28, 2025 and June 29, 2025:


	December 28, 2025
	Level 1		Level 2		Level 3		Total
Earnout shares	$	—	$	—	$	12,748	$	12,748
Total liabilities	$	—	$	—	$	12,748	$	12,748


	June 29, 2025
	Level 1		Level 2		Level 3		Total
Interest rate collars	$	—	$	16	$	—	$	16
Earnout shares	—		—		36,183		36,183
Total liabilities	$	—	$	16	$	36,183	$	36,199

The fair value of earnout shares was estimated using a Monte Carlo simulation model (level 3 inputs). The key inputs into the Monte Carlo simulation as of December 28, 2025 were as follows:


	Earnout
Expected term in years	0.96
Expected volatility	45%
Risk-free interest rate	3.50%
Stock price	$	8.89
Dividend yield	2.70%

The following table sets forth a summary of changes in the estimated fair value of the Company's Level 3 Earnout liability for the three months ended December 28, 2025 and December 29, 2024:


	Three Months Ended				Six Months Ended
	December 28, 2025		December 29, 2024		December 28, 2025		December 29, 2024
Balance as of beginning of period	$	32,657	$	88,741	$	36,183	$	137,635
Issuances	10		—		11		26
Changes in fair value	(19,919)		*	(19,683)	(23,446)		(68,603)
Balance as of end of period	$	12,748	$	69,058	$	12,748	$	69,058

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*Amount has been adjusted due to rounding.

Other Financial Instruments

Other financial instruments include cash and cash equivalents, accounts and notes receivable, accounts payable and accrued expenses. The financial statement carrying amounts of these items approximate the fair value due to their short duration.

(12) Common Stock, Preferred Stock and Stockholders’ Equity

The Company is authorized to issue three classes of stock to be designated, respectively, Class A common stock, Class B common stock (together with Class A common stock, the “Common Stock”) and Series A preferred stock (the “Preferred Stock”). The total number of shares of capital stock which the Company shall have authority to issue is 2,400,000,000, divided into the following:

Class A common stock:

•Authorized: 2,000,000,000 shares, with a par value of $0.0001 per share as of December 28, 2025 and June 29, 2025.

•Issued and Outstanding: 78,962,689 shares (inclusive of 1,577,381 shares contingent on certain stock price thresholds but excluding 43,751,032 shares held in treasury) as of December 28, 2025 and 81,684,310 shares (inclusive of 1,581,366 shares contingent on certain stock price thresholds but excluding 40,868,233 shares held in treasury) as of June 29, 2025.

Class B common stock:

•Authorized: 200,000,000 shares, with a par value of $0.0001 per share as of December 28, 2025 and June 29, 2025.

•Issued and Outstanding: 58,519,437 shares as of December 28, 2025 and June 29, 2025.

Preferred Stock:

•Authorized: 200,000,000 shares, with a par value of $0.0001 per share as of December 28, 2025 and June 29, 2025.

•Issued and Outstanding: 117,087 shares as of December 28, 2025 and June 29, 2025.

Series A Preferred Stock

Dividends accumulate on a cumulative basis on a 360-day year commencing from the issue date. The dividend rate is fixed at 5.5% per annum on a liquidation preference of $1,000 per share. Payment dates are June 30 and December 31 of each year with a record date of June 15 for the June 30 payment date and December 15 for the December 31 payment date. Declared dividends will be paid in cash if the Company declares the dividend to be paid in cash. If the Company does not pay all or any portion of the dividends that have accumulated as of any payment date, then the dollar amount of the dividends not paid in cash will be added to the liquidation preference and deemed to be declared and paid in-kind. For the six months ended December 28, 2025, accumulated dividends in the amount of $3,502 were added to the liquidation preference and deemed to be declared and paid in-kind. For the six months ended December 28, 2025, dividends in the amount of $3,597 were accumulated on the Preferred Stock.

Stock Dividend

Common stock dividends paid during the six months ended December 28, 2025 is as follows:

Declaration Date

Record Date

Payment Date

Amount (1)

August 19, 2025

August 29, 2025

September 12, 2025

8,183

November 4, 2025

November 24, 2025

December 8, 2025

8,844

17,027

(1)Amounts include dividends paid to holders of Series A preferred stock on an as-converted basis. The amounts do not reflect amounts paid for accrued dividends on previously unvested share-based awards or amounts accrued for currently unvested share-based awards.

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On February 3, 2026, the Company’s Board of Directors declared a regular quarterly cash dividend of $0.06 per share of common stock, which will be paid on March 6, 2026, to stockholders of record on February 20, 2026.

Share Repurchase Program

On February 7, 2022, the Company announced that its Board of Directors authorized a share repurchase program providing for repurchases of up to $200,000 of the Company’s outstanding Class A common stock through February 3, 2024. On each of May 15, 2023, September 6, 2023 and February 2, 2024, the Board of Directors authorized a replenishment of then-remaining balance of the share repurchase program to $200,000, which in aggregate increased the total amount that has been authorized under the share repurchase program to approximately $551,518. On February 2, 2024, the Board of Directors extended the share repurchase program indefinitely. Treasury stock purchases are stated at cost and presented as a reduction of equity on the condensed consolidated balance sheets. Repurchases of shares are made in accordance with applicable securities laws and may be made from time to time in the open market or by negotiated transactions. The amount and timing of repurchases are based on a variety of factors, including stock price, regulatory limitations, debt agreement limitations, and other market and economic factors. The share repurchase program does not require the Company to repurchase any specific number of shares, and the Company may terminate the repurchase program at any time.

For the six months ended December 28, 2025, 2,882,799 shares of Class A common stock were repurchased for a total of $24,653, for an average purchase price per share of $8.55. As of December 28, 2025, the remaining balance of the repurchase program was $67,570.

(13) Share-Based Compensation

The Company has two stock plans: the Lucky Strike Entertainment Corporation 2021 Omnibus Incentive Plan (“2021 Plan”) and the Lucky Strike Entertainment Corporation Employee Stock Purchase Plan (“ESPP”). These stock incentive plans are designed to attract and retain key personnel by providing them the opportunity to acquire an equity interest in the Company and align the interest of key personnel with those of the Company’s stockholders.

As of December 28, 2025 and June 29, 2025, the total share-based compensation cost not yet recognized is as follows:


	Award Plan	December 28, 2025		June 29, 2025
Stock options	2021 Plan	$	10,021	$	11,976
Service based RSUs	2021 Plan	6,723		5,286
Market and service based RSUs	2021 Plan	12,126		5,988
Earnout RSUs	2021 Plan	54		92
ESPP	ESPP	—		276
Total unrecognized share-based compensation cost		$	28,924	$	23,618

Share-based compensation recognized in the condensed consolidated statements of operations for the periods ended December 28, 2025 and December 29, 2024 is as follows:


		Three Months Ended				Six Months Ended
	Award Plan	December 28, 2025		December 29, 2024		December 28, 2025		December 29, 2024
Stock options	2021 Plan	$	1,515	$	2,762	$	3,212	$	5,526
Service based RSUs	2021 Plan	895		1,299		1,941		2,376
Market and service based RSUs	2021 Plan	391		524		1,018		644
Earnout RSUs	2021 Plan	(8)		16		6		24
Other stock-based awards & settlements	2021 Plan	—		—		—		440
ESPP	ESPP	40		63		142		157
Total share-based compensation expense		$	2,833	$	4,664	$	6,319	$	9,167

The Company did not have any recognized income tax benefits, net of valuation allowances, related to our share-based compensation plans.

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(14) Net (Loss) Income Per Share

The computations of basic and diluted net (loss) income per share of Class A common stock and Class B common stock are as follows:


	Three Months Ended - Basic
	December 28, 2025						December 29, 2024
	Class A		Class B		Total		Class A		Class B		Total
Numerator
Net (loss) income allocated to common stockholders	$	(8,650)	$	(6,422)	$	(15,072)	$	14,496	$	9,931	$	24,427

Denominator
Weighted-average shares outstanding	78,823,645		58,519,437		137,343,082		85,420,441		58,519,437		143,939,878

Net (loss) income per share, basic	$	(0.11)	$	(0.11)	$	(0.11)	$	0.17	$	0.17	$	0.17


	Three Months Ended - Diluted
	December 28, 2025						December 29, 2024
	Class A		Class B		Total		Class A		Class B		Total
Numerator
Net (loss) income allocated to common stockholders	$	(8,650)	$	(6,422)	$	(15,072)	$	14,496	$	9,931	$	24,427

Denominator
Weighted-average shares outstanding	78,823,645		58,519,437		137,343,082		85,420,441		58,519,437		143,939,878
Impact of incremental shares	*		*		*		3,063,361		5,953,984		9,017,345
Total	78,823,645		58,519,437		137,343,082		88,483,802		64,473,421		152,957,223

Net (loss) income per share, diluted	$	(0.11)	$	(0.11)	$	(0.11)	$	0.16	$	0.15	$	0.16

Anti-dilutive shares excluded from diluted calculation*					15,216,769

*The impact of potentially dilutive convertible Preferred Stock, service based RSUs, market and service based RSUs, stock options, and purchases of shares under our ESPP were excluded from the diluted per share calculations because they would have been antidilutive


	Six Months Ended - Basic
	December 28, 2025						December 29, 2024
	Class A		Class B		Total		Class A		Class B		Total
Numerator
Net (loss) income allocated to common stockholders	$	(17,979)	$	(13,247)	$	(31,226)	$	26,235	$	17,783	$	44,018

Denominator
Weighted-average shares outstanding	79,425,270		58,519,437		137,944,707		86,333,891		58,519,437		144,853,328

Net (loss) income per share, basic	$	(0.23)	$	(0.23)	$	(0.23)	$	0.30	$	0.30	$	0.30

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	Six Months Ended - Diluted
	December 28, 2025						December 29, 2024
	Class A		Class B		Total		Class A		Class B		Total
Numerator
Net (loss) income allocated to common stockholders	$	(17,979)	$	(13,247)	$	(31,226)	$	26,235	$	17,783	$	44,018

Denominator
Weighted-average shares outstanding	79,425,270		58,519,437		137,944,707		86,333,891		58,519,437		144,853,328
Impact of incremental shares	*		*		*		3,145,383		6,229,932		9,375,315
Total	79,425,270		58,519,437		137,944,707		89,479,274		64,749,369		154,228,643

Net (loss) income per share, diluted	(0.23)		(0.23)		(0.23)		$	0.29	$	0.27	$	0.29

Anti-dilutive shares excluded from diluted calculation*					16,094,277

The impact from incremental shares for our diluted per share calculations are as follows:


	Three Months Ended
	December 28, 2025			December 29, 2024
	Class A	Class B	Total	Class A	Class B	Total
Service based RSUs	882,708	—	882,708	802,501	—	802,501
Market and service based RSUs	1,000,136	—	1,000,136	510,861	—	510,861
Stock options	14,806	2,956,448	2,971,254	1,601,964	5,953,984	7,555,948
ESPP	162,206	—	162,206	148,035	—	148,035
Series A Preferred Stock	10,200,465	—	10,200,465	—	—	—
Total	12,260,321	2,956,448	15,216,769	3,063,361	5,953,984	9,017,345


	Six Months Ended
	December 28, 2025			December 29, 2024
	Class A	Class B	Total	Class A	Class B	Total
Service based RSUs	882,708	—	882,708	802,501	—	802,501
Market and service based RSUs	1,000,136	—	1,000,136	510,861	—	510,861
Stock options	34,279	3,882,915	3,917,194	1,683,986	6,229,932	7,913,918
ESPP	162,206	—	162,206	148,035	—	148,035
Series A Preferred Stock	10,132,033	—	10,132,033	—	—	—
Total	12,211,362	3,882,915	16,094,277	3,145,383	6,229,932	9,375,315

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(15) Supplemental Cash Flow Information


	December 28, 2025		December 29, 2024
Cash paid during the period for:
Interest (1)	$	85,320	$	83,344
Income taxes, net of refunds	6,702		1,814
Noncash investing and financing transactions:
Capital expenditures in accounts payable and accrued expenses	16,229		14,977
Change in fair value of interest rate swap, net of tax	18		(397)
Accrual of paid-in-kind dividends on Series A preferred stock	3,502		—
Excise tax liability accrued on stock repurchases	232		415
Unsettled treasury stock trade payable	275		—

(1) Includes cash paid for the interest portion on finance leases and financing obligations. See Note 5 - Leases for supplementary information relating to leasing transactions.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

This discussion should be read in conjunction with Lucky Strikes Entertainment’s unaudited condensed consolidated financial statements and the related notes in Item 1 and with the audited consolidated financial statements and the related notes included in our Annual Report on Form 10-K for the fiscal year ended June 29, 2025 as filed with the Securities and Exchange Commission (“SEC”) on August 28, 2025. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 29, 2025. Actual results may differ materially from those contained in any forward-looking statements. All period references are to our fiscal periods unless otherwise indicated. Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “we,” “us,” “our,” the “Company,” “Lucky Strike Entertainment,” and “Lucky Strike” are intended to mean the business and operations of Lucky Strike Entertainment Corporation and its consolidated subsidiaries. All financial information in this section is presented in thousands, unless otherwise noted, except share and per share amounts.

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial of Lucky Strike. These statements are based on the beliefs and assumptions of our management. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that it will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. Forward-looking statements in this Quarterly Report on Form 10-Q include, but are not limited to, statements about our business strategy, financial projections, anticipated growth and market opportunities.

These forward-looking statements are based on information available as of the date of this Quarterly Report on Form 10-Q, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In addition, statements that we “believe,” and similar statements reflect only our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and these statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

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As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Factors that could cause our actual results to differ include those described under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 29, 2025.

Overview

Lucky Strike Entertainment is one of the world’s premier operators of location-based entertainment. The Company operates traditional bowling locations and more upscale entertainment concepts with lounge seating, arcades, enhanced food and beverage offerings, and more robust customer service for individuals and group events, as well as hosting and overseeing professional and non-professional bowling tournaments and related broadcasting. The Company also operates other forms of location-based entertainment, such as family entertainment centers (FEC’s) and water parks. Our other entertainment brands include Octane Raceway, Raging Waves water park, Shipwreck Island water park, Big Kahuna’s water park, Wet ‘n Wild Emerald Pointe water park, Castle Park and Boomers Parks.

The Company remains focused on creating long-term shareholder value through continued organic growth, the conversion and upgrading of locations to more upscale entertainment concepts offering a broader range of offerings, the opening of new locations and acquisitions.

Recent Developments

Lucky Strike’s results for the six months ended December 28, 2025 exhibited the expected total revenue growth and further expansion of our three verticals: bowling, water parks, and high-quality FEC’s. To highlight the Company’s recent activity during the six months ended December 28, 2025:

•We reported total revenue growth of 7%.

•We acquired 58 existing properties that were previously under a master lease agreement with Carlyle for $306,000. Spanning 16 states, the 58 property portfolio includes prime locations in California, Illinois, Georgia, Arizona, and Colorado. This transaction represents a major step forward in the Company’s long-term growth strategy by reducing annual rent obligations as a result of removing the associated lease liabilities and unlocking powerful financial and operational flexibility.

•We completed the acquisition of Wet ‘n Wild Emerald Pointe water park, Castle Park, and two additional Boomers Parks locations.

•We completed and opened a newly built Lucky Strike location in Southern California.

•We signed a definitive agreement to acquire Raging Waters Los Angeles, which is California’s largest water park. We completed the acquisition in January 2026.

•We continued to make meaningful progress on the Lucky Strike rebrand initiative with an additional 48 locations converted. As of December 28, 2025, we had 93 Lucky Strike locations.

•We refinanced our existing term loan for a $1,200,000 Term Loan, issued $500,000 of Senior Secured Notes, and increased our Revolver commitment to $425,000.

Trends

There are a number of factors that could materially affect our future profitability, including changing economic conditions with the resulting impact on our sales, profitability, and capital spending, changes in our debt levels and applicable interest rates, and increasing prices of labor and inventory, which includes food and beverage costs. For example, the Company continues to monitor the impacts of various macroeconomic trends, such as inflationary pressure, changes in monetary policy, decreasing consumer confidence and spending, and the introduction of or changes in tariffs. Such changes in macroeconomic conditions may lead to increased costs for the business. Furthermore, these macroeconomic trends could adversely affect the Company’s customers, which could impact their willingness to visit the Company’s locations, which could harm the financial results. Additionally, sales and results of operations could be impacted by acquisitions and restructuring projects. Restructuring can include various projects, including closure of locations not performing well, cost reductions through staffing reductions, and optimizing and allocating resources to improve profitability.

Our operating results fluctuate seasonally. For bowling locations, we typically generate our highest sales volumes during the third quarter of each fiscal year due to the timing of leagues, holidays and changing weather conditions. For

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FEC and water park locations, we typically generate our highest sales volumes during the fourth and first quarters of our fiscal years due to more favorable weather conditions and the timing of operating seasons. School operating schedules, holidays and weather conditions may also affect our sales volumes in some operating regions differently than others. Because of the seasonality of our business, results for any quarter are not necessarily indicative of the results that may be achieved for our full fiscal year.

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Presentation of Results of Operations

The Company reports on a fiscal year, with each quarter generally comprised of one 5-week period and two 4-week periods.

Results of Operations

Three Months Ended December 28, 2025 Compared to the Three Months Ended December 29, 2024

Analysis of Consolidated Statement of Operations. The following table displays certain items from our condensed consolidated statements of operations for the periods presented below:


	Three Months Ended
	December 28, 2025		%(1)		December 29, 2024		%(1)		Change		% Change
Revenues
Bowling	$	142,867	46	%	$	138,967	46	%	$	3,900	3	%
Food & beverage	112,397		37	%	110,902		37	%	1,495		1	%
Amusement & other	51,597		17	%	50,205		17	%	1,392		3	%
Total revenues	306,861		100	%	300,074		100	%	6,787		2	%

Costs and expenses
Location operating costs, excluding depreciation and amortization	99,667		32	%	82,694		28	%	16,973		21	%
Location payroll and benefit costs	77,882		25	%	70,876		24	%	7,006		10	%
Location food and beverage costs	23,955		8	%	23,225		8	%	730		3	%
Selling, general and administrative expenses, excluding depreciation and amortization	39,072		13	%	34,384		11	%	4,688		14	%
Depreciation and amortization	30,422		10	%	39,118		13	%	(8,696)		(22)	%
Loss on impairment and disposal of fixed assets, net	2,338		1	%	2,575		1	%	(237)		(9)	%
Other operating expense, net	198		—	%	329		—	%	131		40	%
Total costs and expenses	273,534		89	%	253,201		84	%	20,333		8	%

Operating income	33,327		11	%	46,873		16	%	(13,546)		(29)	%

Other (income) expenses
Interest expense, net	50,116		16	%	48,795		16	%	1,321		3	%
Change in fair value of earnout liability	(19,919)		(6)	%	(19,682)		(7)	%	(237)		1	%
Other expense	—		—	%	800		—	%	(800)		*
Total other expense	30,197		10	%	29,913		10	%	284		1	%

Income before income tax expense (benefit)	3,130		1	%	16,960		6	%	(13,830)		(82)	%

Income tax expense (benefit)	15,786		5	%	(11,347)		(4)	%	27,133		*
Net (loss) income	$	(12,656)	(4)	%	$	28,307	9	%	(40,963)		*

___________

(1) Percent calculated as a percentage of revenues and may not total due to rounding.

*Represents a change equal to or in excess of 100% or one that is not meaningful.

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Revenues: For the quarter ended December 28, 2025, revenues totaled $306,861 and represented an increase of $6,787, or 2%, over the same period of last fiscal year. The increase is primarily attributable to newly acquired or opened locations.

The following table summarizes our revenues on a same-store-basis for the quarter ended December 28, 2025 as compared to the corresponding period last fiscal year:


	Three Months Ended
(in thousands)	December 28, 2025		December 29, 2024		Change		% Change
Revenues on a same-store basis (1)	$	292,184	$	291,245	$	939	—	%
Revenues for media, new and closed locations	14,200		8,285		5,915		71	%
Service fee revenue (2)	477		544		(67)		(12)	%
Total revenues	$	306,861	$	300,074	$	6,787	2	%

(1) Revenues from 356 locations are included in the same-store comparable location base for the comparison in the above table. In our previously filed Form 10-Q for the three months ended December 29, 2024, revenues from 347 locations were included in the same-store revenue.

(2) Service fee revenue is a mandatory gratuity passed through to the employee, which is a non-contributor to earnings and is being phased out across our locations.

*Represents a change equal to or in excess of 100% or one that is not meaningful.

Same-store revenues includes revenue from locations that are open in periods presented (open in both the current period and the prior period being reported) and excludes revenues from locations that are not open in periods presented such as acquired new locations or locations closed for upgrades, renovations or other such reasons, as well as media revenues and service fee revenues. Same-store revenues was up slightly during the quarter ended December 28, 2025 relative to the same period of last fiscal year. The walk-in business for same-store bowling entertainment locations remained strong during the quarter, contributing approximately $2,800 of comparable store revenue, which was offset by decreases in our offline events business.

Location operating costs: Location operating costs primarily consist of rent, utilities, insurance, repairs & maintenance, property taxes, supplies, marketing, and other costs associated with Company locations. Location operating costs include both fixed and variable components and therefore do not directly correlate with revenue.

Location operating costs increased $16,973, or 21%. Increases in costs were in most areas and include amusement costs, marketing, rent, property taxes, insurance and utilities. The increases in costs are mainly attributable to location count growth and other initiatives. For instance, water parks and FEC’s contributed approximately $2,200 and new bowling locations contributed approximately $2,300 to the increase over the comparable. Additionally, marketing increased approximately $4,300 compared to the previous year, which is driven by our initiative to move our marketing budget closer to industry benchmarks. We believe the increased marketing spend has assisted in driving higher retail entertainment revenue.

Location operating costs as a percent of revenues increased from 28% to 32%. The increase as a percent of revenues is attributed to location operating costs related to our FEC and water park locations, which typically generate their highest sales volumes during the fourth and first quarters of our fiscal years due to more favorable weather conditions and the timing of operating seasons. Therefore, location operating costs for these locations will typically increase at a higher rate than revenues during the second and third quarters of our fiscal years.

Location payroll and benefit costs: Location payroll and benefit costs consist of employee costs that directly support location operations. Location payroll and benefit costs increased $7,006, or 10%, mainly driven by the impact of location count growth, additional bonus incentives, and an overall increase in labor hours per location. For instance, water parks and FEC’s contributed approximately $1,500 to the increase over the comparable period.

Location food & beverage costs: Location food & beverage costs as a percentage of food & beverage revenue remained flat at 21%. Location food & beverage costs increased $730, or 3%. The increase in location food & beverage costs is mainly attributable to increased food & beverage revenue as compared to the second quarter of fiscal 2025.

Selling, general and administrative expenses (“SG&A”): SG&A expenses increased $4,688 or 14%. The increase is mainly attributable to SG&A labor, which increased approximately $3,600. The SG&A labor increase is driven by investments in our marketing, water park and FEC teams. In conjunction with our initiative to increase our marketing

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budget, we are also investing in our marketing team in order to deploy the increased budget. The water park and FEC teams are primarily year round-staff that support the peak Summer periods.

Depreciation and amortization: Depreciation and amortization decreased $8,696 or 22%. The decrease in depreciation and amortization primarily reflects the change in estimated useful lives of fixed assets, which benefited from a decrease in expense of $8,341.

Interest expense, net: Interest expense primarily relates to interest on debt, finance leases, and financing obligations. Interest expense increased $1,321, or 3%. The higher interest expense is primarily attributable to increases in debt since the second quarter of fiscal 2025. Specifically, the 7.25% Senior Secured Notes (the “Notes”), which were issued late in the first quarter of fiscal 2026. Interest on the Notes is payable semi-annually in arrears on April 15 and October 15 of each year and we have approximately $9,900 of interest accrued related to the Notes as of December 28, 2025. The increases in interest expense were partially offset by a $4,996 decrease in interest expense for finance leases due to the purchase of previously leased assets.

Change in fair value of earnouts: The impact on the statement of operations during the quarter ended December 28, 2025 is due to the decrease in the fair value of the earnouts. The decrease in the fair value of the earnouts is primarily driven by the decrease in the Company’s stock price and the limited remaining vesting period associated with the earnouts, which reduce the estimated probability of vesting.

Income tax expense (benefit): The income tax expense (benefit) and deferred tax assets and liabilities reflect management’s assessment of the Company’s tax position. During the quarter ended December 28, 2025, the Company determined that its estimated AETR was not possible to reliably estimate due to the timing of results and the existence of a valuation allowance against interest limitation due to IRC Section 163(j). As a result, the Company utilized the discrete method. The effective tax rate of 504% for the quarter ended December 28, 2025 was primarily attributed to the change in fair value of the earnout liability, unrealizable Section 163(j) interest limitation, and permanent differences.

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Six Months Ended December 28, 2025 Compared to the Six Months Ended December 29, 2024

Analysis of Consolidated Statement of Operations. The following table displays certain items from our condensed consolidated statements of operations for the periods presented below:


	Six Months Ended
	December 28, 2025		%(1)		December 29, 2024		%(1)		Change		% Change
Revenues
Bowling	$	268,137	45	%	$	261,170	47	%	$	6,967	3	%
Food & beverage	208,526		35	%	198,941		36	%	9,585		5	%
Amusement & other	122,476		20	%	100,158		18	%	22,318		22	%
Total revenues	599,139		100	%	560,269		100	%	38,870		7	%

Costs and expenses
Location operating costs, excluding depreciation and amortization	197,493		33	%	168,922		30	%	28,571		17	%
Location payroll and benefit costs	153,126		26	%	138,312		25	%	14,814		11	%
Location food and beverage costs	45,890		8	%	43,755		8	%	2,135		5	%
Selling, general and administrative expenses, excluding depreciation and amortization	74,417		12	%	69,195		12	%	5,222		8	%
Depreciation and amortization	63,617		11	%	76,101		14	%	(12,484)		(16)	%
Loss on impairment and disposal of fixed assets, net	3,713		1	%	4,047		1	%	(334)		(8)	%
Other operating (income) expense, net	(690)		—	%	118		—	%	(808)		*
Total costs and expenses	537,566		90	%	500,450		89	%	37,116		7	%

Operating income	61,573		10	%	59,819		11	%	1,754		3	%

Other (income) expenses
Interest expense, net	103,513		17	%	97,465		17	%	6,048		6	%
Change in fair value of earnout liability	(23,446)		(4)	%	(68,603)		(12)	%	45,157		(66)	%
Other expense	4,931		1	%	800		—	%	4,131		*
Total other expense	84,998		14	%	29,662		5	%	55,336		*

(Loss) income before income tax expense (benefit)	(23,425)		(4)	%	30,157		5	%	(53,582)		*

Income tax expense (benefit)	3,029		1	%	(21,245)		(4)	%	24,274		*
Net (loss) income	$	(26,454)	(4)	%	$	51,402	9	%	(77,856)		*

___________

(1) Percent calculated as a percentage of revenues and may not total due to rounding.

*Represents a change equal to or in excess of 100% or one that is not meaningful.

Revenues: For the six months ended December 28, 2025, revenues totaled $599,139 and represented an increase of $38,870, or 7%, over the same period of last fiscal year. The increase in revenues is primarily attributable to revenue from newly acquired or leased locations.

The following table summarizes our revenues on a same-store-basis for six months ended December 28, 2025 as compared to the corresponding period last fiscal year:

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	Six Months Ended
(in thousands)	December 28, 2025		December 29, 2024		Change		% Change
Revenues on a same-store basis (1)	$	541,648	$	541,873	$	(225)	—	%
Revenues for media, new and closed locations	56,428		17,202		39,226		*
Service fee revenue (2)	1,063		1,194		(131)		(11)	%
Total revenues	$	599,139	$	560,269	$	38,870	7	%

(1) Revenues from 351 locations are included in the same-store comparable location base for the comparison in the above table. In our previously filed 10-Q for the six months ended December 29, 2024, revenues from 327 locations were included in the same-store revenue.

(2) Service fee revenue is a mandatory gratuity passed through to the employee, which is a non-contributor to earnings and is being phased out across our locations.

*Represents a change equal to or in excess of 100% or one that is not meaningful.

Same-store revenues remained relatively flat during six months ended December 28, 2025 relative to the same period of last fiscal year. The walk-in business for same-store bowling entertainment locations remained strong during the quarter, contributing approximately $5,200 of comparable store revenue, which was offset by decreases in our offline events business.

Location operating costs: Location operating costs increased $28,571, or 17%. Increases in costs were in most areas and include amusement costs, marketing, rent, property taxes, insurance, and utilities. The increase in costs was mainly attributable to location count growth and other initiatives. For instance, water parks and FEC’s contributed approximately $10,400 and new bowling locations contributed approximately $4,800 to the increase over the comparable period. Additionally, marketing increased approximately $6,600 compared to the previous year, which is driven by our initiative to move our marketing budget closer to industry benchmarks. We believe the increased marketing spend has assisted in driving higher retail entertainment revenue.

Location operating costs as a percent of revenues increased from 30% to 33%. The increase as a percent of revenues is attributed to our FEC and water park locations, which typically generate their highest sales volumes during the fourth and first quarters of our fiscal years due to more favorable weather conditions and the timing of operating seasons. Therefore, location operating costs for these locations will typically increase at a higher rate than revenues during the second and third quarters of our fiscal years.

Location payroll and benefit costs: Location payroll and benefit costs increased $14,814, or 11%, mainly driven by the impact of location count growth, additional bonus incentives, and an overall increase in labor hours per location. For instance, water parks and FEC’s contributed approximately $7,700 to the increase over the comparable period.

Location food & beverage costs: Location food & beverage costs as a percentage of food & beverage revenue remained flat at 22%. Location food & beverage costs increased $2,135, or 5%. The increase in location food & beverage costs is mainly attributable to increased food & beverage revenue as compared to the comparable period of fiscal 2025.

Selling, general and administrative expenses (“SG&A”): SG&A expenses increased $5,222 or 8%. The increase is mainly attributable to SG&A labor, which increased approximately $5,200. The SG&A labor increase is driven by investments in our marketing, water park and FEC teams. In conjunction with our initiative to increase our marketing budget, we are also investing in our marketing team in order to deploy the increased budget. The water park and FEC teams are primarily year round-staff that support the peak Summer periods.

Depreciation and amortization: Depreciation and amortization decreased $12,484 or 16%. The decrease in depreciation and amortization primarily reflects the change in estimated useful lives of fixed assets, which benefited from a decrease in expense of $15,785.

Interest expense, net: Interest expense increased $6,048, or 6%. The higher interest expense is primarily attributable to increases in debt since the second quarter of fiscal 2025. Specifically, the Notes, which were issued late in the first quarter of fiscal 2026. We have approximately $9,900 of interest accrued related to the Notes as of December 28, 2025. In addition to the impact of the Notes, the increase is attributable to the amortization of approximately $3,300 of deferred financing costs associated with the Bridge Term Loan during the first quarter of fiscal 2026. The increases in interest expense were partially offset by a $9,439 decrease in interest expense for finance leases due to the purchase of previously leased assets.

Change in fair value of earnouts: The impact on the statement of operations during six months ended December 28, 2025 is due to the decrease in the fair value of the earnouts. The decrease in the fair value of the earnouts is primarily

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driven by the decrease in the Company’s stock price and the limited remaining vesting period associated with the earnouts, which reduce the estimated probability of vesting.

Income tax expense (benefit): Income tax expense (benefit) and deferred tax assets and liabilities reflect management’s assessment of the Company’s tax position. During the six months ended December 28, 2025, the Company determined that its estimated AETR was not possible to reliably estimate due to the timing of results and the existence of a valuation allowance against interest limitation due to IRC Section 163(j). As a result, the Company utilized the discrete method. The effective tax rate of (13)% for six months ended December 28, 2025 was primarily attributed to state taxes incurred relating to the repurchase of the 58 properties under the Carlyle master lease agreement, the change in fair value of the earnout liability, permanent differences, and other discrete tax items.

Non-GAAP measure

Adjusted EBITDA is a non-GAAP financial measure that is not in accordance with, or an alternative to, measures prepared in accordance with GAAP. The Company believes certain financial measures which meet the definition of non-GAAP financial measures provide important supplemental information. The Company considers Adjusted EBITDA as an important financial measure because it provides a financial measure of the quality of the Company’s earnings. Other companies may calculate Adjusted EBITDA differently than we do, which might limit its usefulness as a comparative measure. Adjusted EBITDA is used by management in addition to and in conjunction with the results presented in accordance with GAAP. We have presented Adjusted EBITDA solely as a supplemental disclosure because we believe it allows for a more complete analysis of results of operations and assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance, such as Interest Expense, Income Taxes, Depreciation and Amortization, Impairment Charges, Share-based Compensation, EBITDA from Closed Locations, Foreign Currency Exchange Loss (Gain), Asset Disposition Loss (Gain), Transactional and other advisory costs, Changes in the value of earnouts, and Other. Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP.

Refer to notes below for additional details concerning the respective items for Adjusted EBITDA.

The following table provides a reconciliation from net (loss) income to Adjusted EBITDA for each reporting period:


	Three Months Ended				Six Months Ended
	December 28, 2025		December 29, 2024		December 28, 2025		December 29, 2024
Net (loss) income	$	(12,656)	$	28,307	$	(26,454)	$	51,402
Adjustments:
Interest expense	51,334		48,795		104,731		97,465
Income tax expense (benefit)	15,786		(11,347)		3,029		(21,245)
Depreciation and amortization	30,783		39,573		64,283		77,010
Loss on impairment, disposals, and other charges, net	3,911		2,575		5,286		4,047
Share-based compensation	2,833		4,664		6,319		9,167
Closed location EBITDA (1)	822		1,189		1,343		3,394
Transactional and other advisory costs (2)	4,364		4,020		14,361		7,279
Changes in the value of earnouts (3)	(19,919)		(19,682)		(23,446)		(68,603)
Other, net (4)	212		663		672		1,784
Adjusted EBITDA	$	77,470	$	98,757	$	150,124	$	161,700

Notes to Adjusted EBITDA:

(1)The closed location adjustment is to remove EBITDA for closed locations. Closed locations are those locations that are closed for a variety of reasons, including permanent closure, newly acquired or built locations prior to opening, locations closed for renovation or rebranding and conversion. If a location is not open on the last day of the reporting period, it will be considered closed for that reporting period. If the location is closed on the first day of the reporting period for permanent closure, the location will be considered closed for that reporting period.

(2)The adjustment for transaction costs and other advisory costs is to remove charges incurred in connection with any transaction, including mergers, acquisitions, refinancing, amendment or modification to indebtedness, and dispositions, in each case, regardless of whether consummated.

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(3)The adjustment for changes in the value of earnouts is to remove of the impact of the revaluation of the earnouts. Changes in the fair value of the earnout liability is recognized in the statement of operations. Decreases in the liability will have a favorable impact on the statement of operations and increases in the liability will have an unfavorable impact.

(4)Other includes the following related to transactions that do not represent ongoing or frequently recurring activities as part of the Company’s operations: (i) non-routine expenses, net of recoveries for matters outside the normal course of business, (ii) severance expense, and (iii) other individually de minimis expenses.

Liquidity and Capital Resources

We manage our liquidity through assessing available cash-on-hand, our ability to generate cash and our ability to borrow or otherwise raise capital to fund operating, investing and financing activities.

A core tenet of our long-term strategy is to grow the size and scale of the Company in order to improve our operating profit margins through leveraging our fixed costs. As such, one of the Company’s known cash requirements is for capital expenditures related to the construction of new locations and upgrading and converting existing locations. We believe our financial position, generation of cash, available cash-on-hand, existing credit facility, and access to potentially obtain additional financing from sale-lease-back transactions or other sources will provide sufficient capital resources to fund our operational requirements, capital expenditures, and material short and long-term commitments for the foreseeable future. We also plan to use available cash-on-hand to fund our share repurchase program, which was implemented as a method to return value to our shareholders. However, there are a number of factors that may hinder our ability to access these capital resources, including but not limited to our degree of leverage, and potential borrowing restrictions imposed by our lenders. See “Risk Factors” included in our previously filed Annual Report on Form 10-K for the fiscal year ended June 29, 2025 for further information.

At December 28, 2025, we had approximately $95,912 of available cash and cash equivalents.

Six Months Ended December 28, 2025 Compared to the Six Months Ended December 29, 2024

The following compares the primary categories of the condensed consolidated statements of cash flows for the periods ended December 28, 2025 and December 29, 2024:


	Six Months Ended				$ Change		% Change
(in thousands)	December 28, 2025		December 29, 2024
Net cash provided by operating activities	$	41,656	$	68,147	$	(26,491)	(39)	%
Net cash used in investing activities	(354,141)		(133,214)		(220,927)		*
Net cash provided by financing activities	348,326		79,099		269,227		*
Effect of exchange rate changes on cash	385		(249)		634		*
Net change in cash and cash equivalents	$	36,226	$	13,783	$	22,443	163	%

_________

*Represents a change equal to or in excess of 100% or one that is not meaningful.

Operating activities provided $41,656 as compared to providing $68,147 during the same period of the prior fiscal year. The decrease in cash provided by operating activities is due primarily to unfavorable changes in working capital coupled with lower net income.

Investing activities used $354,141 as compared to $133,214 during the same period of the prior fiscal year. The increase in cash used in investing activities mainly reflects the purchase of previously leased assets offset by a decrease in purchases of property and equipment.

Financing activities provided $348,326 as compared to using $79,099 during the same period of the prior fiscal year. The increase in cash provided by financing activities primarily reflects the proceeds from the Fifteenth Amendment to the First Lien Credit Agreement and the issuance of Senior Secured Notes. This was partially offset by the repayment of outstanding debt and payment of deferred financing costs.

Our contractual obligations primarily include, but are not limited to, debt service, self-insurance liabilities, and leasing arrangements. We believe our sources of liquidity, namely available cash on hand, history of generating positive operating cash flows, and access to capital markets will continue to be adequate to meet our contractual obligations, as well as fund working capital, planned capital expenditures, location acquisitions, and execute purchases under our share repurchase program.

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Critical Accounting Estimates

Our critical accounting estimates are discussed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended June 29, 2025 under “Critical Accounting Estimates.” There have been no significant changes in our critical accounting estimates during the quarter ended December 28, 2025.

Recently Issued Accounting Standards

See Note 1 - Description of Business and Significant Accounting Policies of the notes to Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q for information regarding new accounting pronouncements.

Emerging Growth Company Accounting Election

We are currently an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. We will lose our emerging growth company status on June 28, 2026, which is the last day of the fiscal year following the fifth anniversary of Isos’ IPO (March 5, 2026).

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk from changes in, among other things, interest rates, credit risk, labor costs, health insurance claims and foreign currency exchange rates, which could impact its results of operations and financial condition. We attempt to address our exposure to these risks through our normal operating and financing activities.

Interest Rate Risk

Under our term and revolving credit facilities, we are exposed to a certain level of interest rate risk. Interest on the principal amount of our borrowings under our revolving credit facility loan accrues at the Adjusted Term Secured Overnight Financing Rate or the Alternate Base Rate, as further described in the credit agreement governing our term and revolving credit facilities. An increase or decrease of 1.0% in the effective interest rate would cause an increase or decrease to interest expense of approximately $12,850 over a twelve month period on our outstanding debt without considering the impact of hedging. The Company entered into two hedging transactions effective as of March 31, 2023 for an aggregate notional amount of our term loan of $800,000. The hedge transactions have a trade and hedge designation date of April 4, 2023. The hedge transactions, each for a notional amount of $400,000, provide for interest rate collars. The interest rate collars establish a floor on SOFR of 0.9429% and 0.9355%, respectively, and a cap on SOFR of 5.50%. The interest rate collars have a maturity date of March 31, 2026.

Credit Risk

Financial instruments that potentially subject us to significant concentrations of credit risk consist of cash and temporary investments. We are exposed to credit losses in the event of non-performance by counter parties to our financial instruments. We place cash and temporary investments with various high-quality financial institutions. Although we do not obtain collateral or other security to secure these obligations, we periodically monitor the third-party depository institutions that hold our cash and cash equivalents. Our emphasis is primarily on safety and liquidity of principal and secondarily on maximizing yield on those funds.

Commodity Price Risk

We are exposed to market price fluctuation in food, beverage, supplies and other costs such as energy. Given the historical volatility of certain of our food product prices, including proteins, produce, dairy products, and cooking oil, these fluctuations can materially impact our food costs. While our purchasing commitments partially mitigate the risk of such fluctuations, there is no assurance that supply and demand factors such as disease or inclement weather will not cause the prices of the commodities used in our food operations to fluctuate. Additionally, the cost of purchased materials may be influenced by tariffs and other trade regulations which are outside of our control. To the extent that we do not pass along cost increases to our customers, our results of operations may be adversely affected.

Inflation

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We experience inflation related to our purchase of certain products that we need to operate our business. This price volatility could potentially have a material impact on our financial condition and/or our results of operations. In order to mitigate price volatility, we monitor price fluctuations and may adjust our prices accordingly, however, our ability to recover higher costs through increased pricing may be limited by the competitive environment in which we operate.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Exchange Act is properly and timely reported and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective as of December 28, 2025.

Changes in Internal Control Over Financial Reporting

There were no changes to our internal control over financial reporting practices or processes that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during our second quarter ended December 28, 2025.

Part II

Item 1. Legal Proceedings

For a description of all material pending legal proceedings, see Note 9 - Commitments and Contingencies of the notes to Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

There have been no material changes to our risk factors contained in Part I. Item IA. “Risk Factors” of our Annual Report on Form 10-K for the year ended June 29, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table provides information regarding purchases of our securities made by us for the quarter ended December 28, 2025.


(in thousands, except share and per share amounts)	Total Number of Class A Shares Purchased	Average Price Paid per Class A Share*		Total Number of Shares Purchased as Part of Publicly Announced Programs	Dollar Value of Shares That May Yet Be Purchased Under The Publicly Announced Repurchase Program*
September 29, 2025 to November 2, 2025	39,720	$	9.88	39,720	$	86,204
November 3, 2025 to November 30, 2025	1,257,978	7.76		1,257,978	76,437
December 1, 2025 to December 28, 2025	1,021,917	8.68		1,021,917	67,570
	2,319,615	$	8.20	2,319,615

*The average price paid per share and dollar value of shares that may yet be purchased under the plan includes any commissions paid to repurchase stock (but excludes any excise taxes).

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Item 6. Exhibits


Exhibit No.						Description
31.1+						Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).
31.2+						Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).
32.1+						Certification of the Principal Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
32.2+						Certification of the Principal Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
101.INS						XBRL Instance Document
101.SCH						XBRL Taxonomy Extension Schema Document
101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF						XBRL Taxonomy Extension Definition Linkbase Document
101.LAB						XBRL Taxonomy Extension Label Linkbase Document
101.PRE						XBRL Taxonomy Extension Presentation Linkbase
104						Cover Page Interactive Data File (embedded within the Inline iXBRL document).

____________

+ Filed herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		LUCKY STRIKE ENTERTAINMENT CORPORATION

Date:	February 4, 2026	By:	/s/ Robert M. Lavan
		Name:	Robert M. Lavan
		Title:	Chief Financial Officer
			(Principal Financial Officer)

Lucky Strike Entertainment Corp 10-Q