UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The unaudited pro forma condensed combined financial statements (the “Unaudited Pro Forma Condensed Combined Financial Statements”) included herein present the unaudited pro forma condensed combined balance sheet (“Unaudited Pro Forma Condensed Combined Balance Sheet”) and the unaudited pro forma condensed combined statements of operations (“Unaudited Pro Forma Condensed Combined Statements of Operations”) based upon the historical financial statements of Bally’s Corporation (“Bally’s” or the “Company”), The Queen Casino & Entertainment Inc. (“Queen”), and Intralot S.A. (“Intralot”), after giving effect to the merger with Queen on February 7, 2025 (the “Queen Merger”), the acquisition of Intralot through obtaining a majority ownership interest on October 8, 2025 (the “Intralot Acquisition”), the disposition of Bally’s International Interactive business (“Bally’s International Interactive” or “BII”) on October 8, 2025 (the “BII Disposal”), and Bally’s financing activities completed concurrently with the Intralot Acquisition and the BII Disposal (the “Bally’s Financing Transactions”) (collectively, the “Transactions”) through the adjustments described in the accompanying notes.

The Unaudited Pro Forma Condensed Combined Financial Statements have been prepared in accordance with Article 11 of Regulation S-X (as amended by SEC Release No. 33-10786) and are provided to aid in the analysis of the financial aspects of the Transactions, presenting the combination of the financial information of the Company, Queen, and Intralot, adjusted to give effect to the Transactions (collectively, the “Pro Forma Adjustments”).

The Unaudited Pro Forma Condensed Combined Financial Statements include: (i) an Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2025, which combines the Company’s historical consolidated balance sheet as of June 30, 2025, including Queen’s historical consolidated balances, with Intralot’s historical consolidated balance sheet as of June 30, 2025, giving effect to the Transactions as if they had been consummated on that date; and (ii) Unaudited Pro Forma Condensed Combined Statements of Operations for the fiscal year ended December 31, 2024 and the six months ended June 30, 2025, which combine the Company’s historical consolidated statements of operations for the periods then ended with Intralot’s historical consolidated statements of operations for the corresponding periods, and historical consolidated statements of operations for the corresponding periods for Queen, giving effect to the Transactions as if they had been consummated on January 1, 2024. The pro forma presentation is based on the information and financial statements available for the Company, Queen, and Intralot as of those dates. Historically, Intralot had presented its financial statements in accordance with International Financial Reporting Standards as adopted by the European Union (“IFRS”) and in Euros (“EUR”). The Unaudited Pro Forma Condensed Combined Financial Statements are presented in accordance with U.S. generally accepted accounting principles (“US GAAP”) and in U.S. dollars (“USD”).

The Unaudited Pro Forma Condensed Combined Financial Statements should be read in conjunction with the historical financial statements and notes of the Company, Queen, and Intralot. These include:

The Unaudited Pro Forma Condensed Combined Financial Statements and the accompanying notes that follow herein should be read together with the additional information set forth in Item 2.01 of this Form 8-K/A regarding the Transactions. These pro forma statements are intended to provide investors with information about the impact of the Transactions by illustrating how the Transactions might have affected the Company’s financial statements had they occurred at earlier dates. They do not reflect any future events, cost synergies, or operating efficiencies, or other potential benefits that may result from the Transactions, nor do they reflect any integration costs, restructuring charges or other one-time transaction-related expenses that may be incurred to achieve those synergies. The Unaudited Pro Forma Condensed Combined Financial Statements are not intended to predict the Company’s results for any future period. Actual future results of the combined Company may differ significantly from the pro forma amounts presented here, due to various factors including differences between the preliminary purchase price allocation and the final allocation, future business performance, integration efforts, and market conditions. The Company’s future consolidated financial statements will reflect the Transactions prospectively from their respective closing dates in accordance with US GAAP. The integration of Queen and Intralot into the Company’s financial reporting process is ongoing.

Management has made certain assumptions and estimates in preparing the Unaudited Pro Forma Condensed Combined Financial Statements to reflect the Transactions. The Pro Forma Adjustments are based upon information available as of the date of this report and upon certain assumptions that the Company believes are reasonable under the circumstances. These adjustments are directly attributable to the Transactions and related events, factually supportable, and, with respect to the Unaudited Pro Forma Condensed Combined Statements of Operations, expected to have a continuing impact on the combined Company. No adjustments have been included into the Unaudited Pro Forma Condensed Combined Financial Statements other than those described in the accompanying explanatory notes, and actual results will differ from the pro forma amounts once the purchase accounting is finalized. Readers are cautioned not to place undue reliance on the pro forma information, which is presented for illustrative purposes only. The Unaudited Pro Forma Condensed Combined Financial Statements are not intended to represent or be indicative of the consolidated financial position or results of operations of the Company had the Transactions been completed on the dates assumed, nor are they indicative of the future operating results or financial position of the combined Company.

Queen Merger

On July 25, 2024, SG Parent LLC (“Parent”), the Company, Queen, Epsilon Sub I, Inc. and Epsilon Sub II, Inc. (together with the Company, the “Company Parties”), and SG CQ Gaming LLC (together with Parent and Queen, the “Buyer Parties”) entered into an agreement and plan of merger (the “Merger Agreement”). The Queen Merger was approved by the Company’s stockholders on November 19, 2024 and completed on February 7, 2025 (the “Queen Closing Date”).

Pursuant to the Merger Agreement, SG CQ Gaming LLC contributed all of its Queen shares to the Company in exchange for Company common stock, Merger Sub I merged with and into the Company, and Merger Sub II merged with and into Queen, with Queen surviving the Queen Merger as a direct, wholly owned subsidiary of the Company, and each outstanding share of Queen (other than those held by the Company) and each share of Company common stock (subject to certain exceptions) was converted into Company common stock or the right to receive cash consideration of $18.25 per share, subject to a rolling share election feature that allowed holders to retain their Company shares.

In connection with the Queen Merger, on February 7, 2025 the Company issued, $500 million aggregate principal amount of new first lien notes bearing interest at 11.00% per annum and maturing on October 2, 2028 (the “2028 Notes”), guaranteed by the Company’s restricted subsidiaries that guarantee its existing credit agreement and secured on a pari passu basis with such credit agreement, with the proceeds used to fund the Queen Merger cash consideration, repay in full all existing indebtedness of Queen under its credit facilities, and pay transaction costs.

The Company applied purchase accounting pursuant to Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”) to account for Parent obtaining control of the Company. Parent’s contribution of Queen was accounted for using the historical carrying value of Queen’s net assets. Bally’s historical results in the accompanying Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2025, incorporate the purchase accounting performed by the Company in the first quarter of fiscal year 2025 and the transfer of Queen’s net assets at carrying value. The Company is continuing to refine its purchase accounting throughout the measurement period. The historical financial statements of Bally’s for the year ended December 31, 2024 and the six months ended June 30, 2025 do not include the impacts of the Queen Merger prior to the Queen Closing Date; therefore, Pro Forma Adjustments were incorporated herein to reflect the Queen Merger as if it had occurred on January 1, 2024.

Intralot Acquisition & BII Disposal

On July 18, 2025, the Company and Intralot entered into a definitive transaction agreement (the “Transaction Agreement”) under which Intralot would acquire BII in a cash-and-stock transaction. The transaction was first announced on July 1, 2025. On October 8, 2025 (the “Intralot Closing Date”), Bally’s completed the Intralot Acquisition and the BII Disposal.

On the Intralot Closing Date, Intralot paid the Company $1.79 billion in cash and issued 873,707,073 new shares of Intralot equity, valued at $1.32 billion based on the fair value of the shares at closing of $1.52, which is the trading price at closing of $1.35 (closing price of €1.16 converted to USD at the Intralot Closing Date spot rate of 1.1658 (the “Closing Spot Rate”)) plus the control premium of $0.17 (€1.30 per the Transaction Agreement less the closing price of €1.16 converted at the Closing Spot Rate). At the time of the announcement of the Intralot Acquisition on July 1, 2025, the Company held 201,405,481 shares of Intralot through a previously held equity investment (including a small acquisition on the announcement day itself), representing a 33.34% aggregate interest. The Company then acquired an additional 6,129,397 shares of Intralot on September 5, 2025 upon the consummation of a mandatory tender offer under Greek law, which increased its share ownership to 207,534,878 shares of Intralot prior to the Intralot Closing Date.

Following the Intralot Closing Date equity issuance, the Company became the majority shareholder of Intralot with an aggregate 57.9% interest (1,081,241,951 shares of Intralot) held by its consolidated subsidiaries CQ Lottery LLC, PE Sub Holdings LLC, and Premier Entertainment Sub LLC.

Intralot financed the cash portion of the consideration payable under the Transaction Agreement by issuing new debt facilities consisting of (i) $699.46 million Senior Secured Fixed Rate Notes (€600.00 million converted to USD at the Closing Spot Rate), (ii) $349.73 million Senior Secured Floating Rate Notes (€300.00 million converted to USD at the Closing Spot Rate), (iii) $537.06 million Term Loan (£400.00 million converted to USD at the October 8, 2025 spot rate of 1.3726), and (iv) $233.15 million Term Loan (€200.00 million converted to USD at the Closing Spot Rate), collectively (the “New Debt Facilities””), as well as through a $500.12 million cash equity raise (€429.00 million converted to USD at the Closing Spot Rate) from the issuance of 390 million shares by Intralot to third parties on the Intralot Closing Date for cash at a per share price of $1.28 (€1.10 at the Closing Spot Rate). Upon closing of the Intralot Acquisition, which followed the receipt of required shareholder and regulatory approvals, Intralot remained listed on the Athens Stock Exchange (Ticker: INLOT).

Based on the terms of the Transaction Agreement, Intralot acquired BII from the Company. However, as the Company obtained a controlling financial interest in Intralot as a result of the Intralot shares issued on the Intralot Closing Date, the Company is deemed the accounting acquirer of Intralot for purposes of financial reporting. Accordingly, the Intralot Acquisition will be accounted for as a business combination under ASC  805. The preliminary consideration for the purchase accounting is approximately $1.60 billion, consisting of (i) the fair value of the Intralot shares issued to the Company on the Intralot Closing Date and (ii) the fair value of Bally’s previously held equity interest in Intralot. The remaining 42.1% of Intralot’s equity interests held by third parties will be reflected as a noncontrolling interest by the Company in the equity section of its consolidated balance sheet in accordance with ASC 805. The preliminary fair value of the noncontrolling interest on the Intralot Closing Date was $1.17 billion, based on Intralot’s share price on the Intralot Closing Date and the control premium.

As the Company had a controlling financial interest in Intralot following the Intralot Acquisition, the Company did not lose control of BII through the BII Disposal. Therefore, the net assets of BII were transferred from Bally’s to Intralot at their historical carrying values, with any difference between the proceeds for BII and the carrying amount of the net assets transferred recognized in equity by Bally’s through additional paid-in capital. The impacts of the transfer of BII to Intralot will eliminate in the Company’s consolidated financial statements, with the exception of the 42.1% noncontrolling interest created upon the transfer of BII to Intralot.

The Unaudited Pro Forma Condensed Combined Financial Statements are unaudited and are based on preliminary estimates and assumptions. The pro forma purchase price allocation has been prepared on a preliminary basis, using the estimated fair value of consideration transferred and the fair values of Intralot’s identifiable assets and liabilities as of the acquisition date. Based on the preliminary purchase price allocation, the excess of the total consideration transferred (including the fair value of Bally’s previously held equity interest and the noncontrolling interest) over the fair values of Intralot’s identifiable net assets acquired has been recorded as goodwill in the pro forma balance sheet. The preliminary allocation also includes the recognition of identifiable intangible assets (such as technology platforms and customer relationships) and adjustments to certain tangible assets and liabilities to reflect their fair values as of the acquisition date. Bally’s will finalize the accounting for the acquisition within the one-year measurement period following the acquisition date, as permitted under ASC 805; accordingly, the final fair values of assets acquired and liabilities assumed (including identifiable intangibles, property and equipment, and deferred tax balances) may change as new information becomes available, and such changes could be material.

Intralot prepares its financial statements in accordance with IFRS and reports in EUR. For the purposes of this pro forma presentation, Intralot’s historical IFRS financial information has been adjusted for the following: (i) conformity to US GAAP, (ii) conformity to the Company’s accounting policies, and (iii) translation from EUR to USD using the Closing Spot Rate. The classification of certain items has been modified to align Intralot’s financial statement presentation with that of the Company’s under US GAAP. The pro forma adjustments also reflect reclassification of certain historical amounts of Intralot and the Company to conform to a consistent presentation.

Following the Intralot Acquisition, the combined Company’s financial statements will be prepared in accordance with US   GAAP and reported in USD. Intralot’s financial information will be aligned from IFRS to US GAAP and translated from EUR to USD in the Company’s consolidated financial reporting process. Intralot’s revenues and expenses will be consolidated into the Company’s results, and its assets and liabilities will be reported on the Company’s consolidated balance sheet (with a noncontrolling interest recorded for the portion not owned by the Company). All intercompany balances and transactions between the Company and Intralot will be eliminated upon consolidation.

Bally’s Financing Transactions

Concurrently with the Intralot Acquisition, the Company paid down portions of its pre-existing debt instruments using the cash received from Intralot as consideration for the BII Disposal.

On the Intralot Closing Date, the Company paid off the entire $500 million principal balance of its 2028 Notes through a mandatory redemption of $105.4 million and an optional redemption of $394.6 million plus a make-whole payment pursuant to the note agreement. The Company paid accrued interest of $1.1 million as well as legal and other fees of $1.5 million related to the payoff of the 2028 Notes.

Also on the Intralot Closing Date, the Company paid down a portion of its Revolving Credit Facility balance with Deutsche Bank AG New York Branch (“Deutsche Bank”), with the remaining principal amount of the Revolving Credit Facility paid down subsequent to the Intralot Closing Date.

On October 10, 2025, shortly after the Intralot Closing Date, the Company paid down a portion of its Term Loan Facility with Deutsche Bank, paying $401.5 million, of which $394.6 million was principal and $6.9 million was accrued interest. The remaining principal following this paydown was $1.48 billion. The Company will account for this paydown as a partial extinguishment of a debt instrument and will write off a proportionate amount of the debt discount of $19.9 million, which resulted from the fair value adjustment for the debt under ASC 805 in connection with the Queen Merger.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of June 30, 2025

(in thousands)

See the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Statements

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the Year Ended December 31, 2024

(in thousands, except per share data)

See the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Statements

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the Six Months Ended June 30, 2025

(in thousands, except per share data)

See the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Statements

Note 1 – Basis of Presentation

The Unaudited Pro Forma Condensed Combined Financial Statements and accompanying notes have been prepared in accordance with Article 11 of Regulation S-X (as amended by SEC Release No. 33-10786). The Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2025 gives effect to the Transactions as if each had been consummated on June 30, 2025. The Unaudited Pro Forma Condensed Combined Statements of Operations for the year ended December 31, 2024, and for the six months ended June 30, 2025, give effect to the Queen Merger, the Intralot Acquisition, the BII Disposal, and Bally’s Financing Transactions (collectively, the Transactions) as if each had been consummated on January 1, 2024, the beginning of the earliest annual period presented.

The Pro Forma Adjustments are based on preliminary estimates and currently available information and on assumptions that management believes are reasonable under the circumstances. The notes to the Unaudited Pro Forma Condensed Combined Financial Statements describe how such adjustments were derived and are presented in the Unaudited Pro Forma Condensed Combined Balance Sheet and the Unaudited Pro Forma Condensed Combined Statements of Operations. The Unaudited Pro Forma Condensed Combined Financial Statements have been compiled in a manner consistent with the accounting policies adopted by Bally’s, and as discussed in Note 2 — Pre-Merger Results and Reclassifications for Queen, and Note 4 – Intralot Reclassifications and IFRS to US GAAP Adjustments, certain reclassifications have been made to conform Queen and Intralot’s historical presentation to that of Bally’s, including reclassifications to the financial statement line items, IFRS to US GAAP conforming adjustments where applicable, and translation from EUR to USD presentation. Changes in facts and circumstances or the discovery of new information could result in material revisions to the Pro Forma Adjustments. All amounts are presented in thousands, unless otherwise indicated. 

The Company has preliminarily concluded that the Intralot Acquisition will be accounted for as a business combination pursuant to ASC 805, with the Company identified as the accounting acquirer and Intralot as the acquiree. In accordance with ASC 805, all assets acquired and liabilities assumed of Intralot are recognized and measured at their acquisition date fair values, while the Company’s historical basis of its own assets and liabilities remain unchanged. The Company’s transaction costs associated with the Intralot Acquisition will be expensed as incurred. The excess of the estimated preliminary purchase price over the estimated fair value of the identifiable net assets acquired is recorded as goodwill. Fair values are estimated using one or more valuation approaches (for example, income, market and/or cost approaches), which require judgment and the use of significant estimates and assumptions, including, among others, discount rates, forecasted cash flows and contributory asset charges.

The allocation of the estimated preliminary purchase price depends upon certain estimates and assumptions and is preliminary. The preliminary allocation has been made solely for purposes of preparing these Unaudited Pro Forma Condensed Combined Financial Statements. The final determination of the purchase price allocation, including the valuation of identifiable intangible assets, property and equipment and the related deferred tax effects, will be based on the actual net tangible and intangible assets of Intralot as of the Intralot Closing Date and could differ materially from the estimates reflected herein. The Company will finalize the accounting for the Intralot Acquisition as soon as practicable within the measurement period specified by ASC 805.

Note 2 – Pre-Merger Results and Reclassifications for Queen

Certain reclassifications were directly applied to the pre-acquisition historical financial statements of Queen to conform to the financial statement presentation of Bally’s. Consistent with the Company’s prior assessment, management has determined there are no significant accounting policy differences between the Company and Queen. Accordingly, adjustments for Queen are limited to reclassifications necessary to conform Queen’s historical financial statement presentation to the Company’s presentation. Refer to the following tables for reclassifications made to Queen’s statement of operations for the year ended December 31, 2024 and the six months ended June 30, 2025 to ensure that Queen’s results prior to the Queen Closing Date of February 7, 2025 are included in the Unaudited Pro Forma Condensed Combined Statements of Operations. No adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet are required for the Queen Merger as Queen is consolidated in the Company’s financial reporting as of June 30, 2025.

Note 3 – Pro Forma Adjustments for Queen Merger

Amortization and depreciation expense was adjusted based on the useful lives assigned to intangible assets and property, plant and equipment, respectively, that had estimated useful lives ranging between 5 - 16 years and 5 - 20 years, respectively.

Note 4 – Intralot Reclassifications and IFRS to US GAAP Adjustments

During the preparation of the Unaudited Pro Forma Condensed Combined Financial Statements, Bally’s management performed a preliminary analysis of Intralot’s historical financial information to identify (i) differences in accounting policies applied by Intralot under IFRS as compared to those of Bally’s under US GAAP and (ii) differences in financial statement line item (“FSLI”) presentation that require reclassification to conform to the Company’s presentation. Following the IFRS to US GAAP adjustments and FSLI reclassifications, Intralot’s balances were translated from EUR to USD using the spot rate on June 30, 2025 for the Unaudited Pro Forma Condensed Combined Balance Sheet and the average daily rate for the year ended December 31, 2024 and six months ended June 30, 2025, respectively to translated the Unaudited Pro Forma Condensed Combined Statements of Operations:

These exchange rates may differ from future exchange rates which would have an impact on the Unaudited Pro Forma Condensed Combined Financial Statements and would also impact purchase accounting upon consummation of the Intralot Acquisition. As an example, utilizing the Closing Spot Rate would increase the translated amounts of net income for the six months ended June 30, 2025 by approximately $0.2 million and increase the translated amounts of net income for the year ended December 31, 2024 presented below by approximately $1.4 million , respectively, as well as increase total assets as of June 30, 2025, presented below, by approximately $3.1 million.

The reclassification and IFRS to US GAAP adjustments are based on information currently available and management’s preliminary judgments; they may be updated as additional information becomes available and the Company finalizes its purchase accounting and policy conformity analyses.