RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2025

Operations, as well as assets and liabilities, directly associated with the business activity of the Company are included in the unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements include fees paid in accordance with the corporate services agreement, as described in Note 12 “Commitments and Contingencies”, providing the Company with certain administrative and corporate services, beginning in September 2023 with the commencement of operations at the Temporary Facility. Additionally, the unaudited condensed consolidated financial statements include allocations of certain general, administrative, sales and marketing expenses from its Parent, which management believes is commensurate with services provided at fair value of $15.0 million for both of the three months ended September 30, 2025 (Successor) and September 30, 2024 (Predecessor), respectively, and $38.9 million, $6.1 million and $45.0 million for the period from February 8 to September 30, 2025 (Successor), the period from January 1 to February 7, 2025 (Predecessor) and the nine months ended September 30, 2024 (Predecessor), respectively. These fees and allocated expenses are recorded within Management fees to Bally's Corporation on the condensed consolidated statements of operations. As of September 30, 2025 (Successor), there was a $98.0 million balance of Due to related party (Bally's Corporation) related to administrative expenses and development costs associated with the development of the Permanent Facility, which will be repaid with the funds received from GLP. Refer to Note 11 “Leases” for further information.

The Company is dependent on its Parent for a majority of its working capital and financing requirements, and none of its Parent’s cash, cash equivalents or debt has been assigned to Bally’s Chicago in the unaudited condensed consolidated financial statements. Prior to the Company’s IPO and Concurrent Private Placement, all expenses paid by Bally’s Corporation on the Company’s behalf were converted into promissory notes and reported within Promissory notes to related party (Bally’s Corporation) on the condensed consolidated balance sheet.

On August 14, 2025, in connection with the Company’s IPO and Concurrent Private Placement, the Holding Company forgave $651.0 million of promissory notes as a result of its capital commitment from the Reorganization in March 2025. Refer to Note 2 “Summary of Significant Accounting Policies” and Note 14 “Redeemable Non-controlling Interest” for further information. Concurrent with the forgiveness of the promissory notes, the Company refinanced $14.5 million of its remaining promissory note payable to the Holding Company, equal to the Company’s Private Placement, IPO and Concurrent Private Placement expenses and placement agent fees.

As of September 30, 2025 (Successor) and December 31, 2024 (Predecessor), promissory notes to related party (Bally’s Corporation) consisted of the following:


($ in thousands)	September 30, 2025 (Successor)(3)		December 31, 2024 (Predecessor)(4)
Promissory notes payable by Bally’s Chicago Operating Company, LLC:
Bally’s Chicago Holding Company, LLC(1)(2)	$	14,493	$	628,617
Bally’s Management Group, LLC(1)(2)	—		40,573
	$	14,493	$	669,190
Promissory notes payable by Bally’s Chicago Inc.:
Bally’s Chicago Holding Company, LLC(1)(2)	$	—	$	6,338
Promissory notes payable to related party (Bally’s Corporation)	$	14,493	$	675,528

__________________________________

(1) A wholly owned subsidiary of Bally’s Corporation.

(2) Reclassified $53.9 million of promissory notes due to Bally’s Management Group, LLC to promissory notes due to Bally’s Chicago Holding Company during the period from February 8 to September 30, 2025 (Successor).

(3) Promissory notes as of September 30, 2025 had a maturity date of December 31, 2034 at an interest rate of 11% per annum.

(4) Promissory notes as of December 31, 2024 had a maturity date of December 31, 2025 at an interest rate of 0%.

The Company’s promissory notes to related party (Bally’s Corporation) transactions consisted of the following:


	Successor		Predecessor
(in thousands)	Three Months Ended September 30, 2025	Period from February 8 to September 30, 2025	Period from January 1 to February 7, 2025	Three Months Ended September 30, 2024	Nine Months Ended September 30, 2024
Promissory note additions	94,516	211,430	—	112,550	112,550
Promissory note payments(1)	131,383	221,484	—	8,739	8,739
Promissory notes settled(2)	650,981	650,981	—	—	—
Average aggregate balance	348,173	537,825	675,528	556,009	536,823

__________________________________

(1) During the period from February 8 to September 30, 2025 (Successor), the Company used $107.5 million of cash proceeds from its Private Placement, IPO and Concurrent Private Placement to pay down its promissory notes, and $6.3 million of shares were issued in lieu of payment on the promissory notes payable by the Company to the Holding Company.

(2) Promissory notes settled in connection with the Company’s IPO and Concurrent Private Placement during the third quarter of 2025 include $589.8 million settled through the Holding Company’s capital commitment and $61.2 million settled in exchange for subordinated loans.

Subordinated Loan Agreement

In connection with the Private Placement, the Company entered into a subordinated loan agreement with the Holding Company. Under this agreement, the Holding Company, as the lender, provided the Company, the borrower, with subordinated loans in various tranches and amounts. These amounts were determined by the total number of Class A-1, Class A-2 and Class A-3 Interests sold in the Private Placement. None of the investors purchasing Class A Interests in the Private Placement are a party to the subordinated loan agreement, and the subordinated loans are non-recourse to the holders of our Class A Interests.

In connection with the Company’s IPO and Concurrent Private Placement on August 14, 2025, the Company amended its subordinated loan agreement with the Holding Company, issuing an additional $61.2 million of subordinated loans based on the total number of Class A-1, Class A-2 and Class A-3 Interests sold.

The Company issued the following subordinated loans for the Class A-1, Class A-2 and Class A-3 Interests sold in the Private Placement and IPO and Concurrent Private Placement (in thousands, except per share data):


Share Class	Initial Loan per Share(1)		Private Placement		IPO and Concurrent Private Placement		Total Subordinated Loans(2)
Class A-1	$	24,750	$	6,732	$	53,410	$	60,142
Class A-2	$	22,500	6,323		4,680		11,003
Class A-3	$	20,000	3,420		3,060		6,480
			$	16,475	$	61,150	$	77,625

__________________________________

(1) Each subordinated loan issued at annual interest rate of 11%, compounded quarterly, with no maturity date.

(2) As of September 30, 2025 (Successor), total subordinated loans reflects the total original issuance and outstanding principal balance.

In accordance with the Company’s amended and restated certificate of incorporation, any cash available for distribution to the holders of Class A-1, Class A-2 and Class A-3 Interests must first be used to repay the principal and accrued interest on the corresponding subordinated loans. For the three months ended September 30, 2025 (Successor) and the period from February 8 to September 30, 2025, the Company incurred $1.4 million and $1.9 million, respectively, of interest expense related to the subordinated loans, which was recognized within Interest expense, net of amounts capitalized on the Company’s condensed consolidated statements of operations.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

Bally's Chicago, Inc. 10-Q