← Back to LUCK filing summaryOriginal filing text · Part II
Item 8 — Financial Statements and Supplementary Data
Lucky Strike Entertainment Corporation · 10-K · FY 2026 · Period ended Jun 28, 2026
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Index to the Consolidated Financial Statements Page
Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 34) 33
Consolidated Balance Sheets as of June 28, 2026 and June 29, 2025 37
Consolidated Statements of Operations for the years ended June 28, 2026, June 29, 2025 and June 30, 2024 39
Consolidated Statements of Comprehensive Loss for the years ended June 28, 2026, June 29, 2025 and June 30, 2024 40
Consolidated Statements of Changes in Temporary Equity and Stockholders’ (Deficit) Equity for the years ended June 28, 2026, June 29, 2025 and June 30, 2024 41
Consolidated Statements of Cash Flows for the years ended June 28, 2026, June 29, 2025 and June 30, 2024 42
Notes to Consolidated Financial Statements 44
Note 1 Description of Business 44
Note 2 Significant Accounting Policies 44
Note 3 Business Combinations and Acquisitions 52
Note 4 Goodwill and Other Intangible Assets 55
Note 5 Property and Equipment 56
Note 6 Leases 57
Note 7 Supplemental Cash Flow Information 60
Note 8 Accounts Payable and Accrued Expenses 60
Note 9 Debt 60
Note 10 Income Taxes 62
Note 11 Commitments and Contingencies 66
Note 12 Earnouts 66
Note 13 Fair Value of Financial Instruments 66
Note 14 Common Stock, Preferred Stock and Stockholders’ Equity 67
Note 15 Share-Based Compensation 69
Note 16 Net Loss Per Share 74
Note 17 Segment Reporting 75
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Lucky Strike Entertainment
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Lucky Strike Entertainment Corporation (formerly Bowlero Corp.) and subsidiaries (the "Company") as of June 28, 2026 and June 29, 2025, the related consolidated statements of operations, comprehensive loss, changes in temporary equity and stockholders' (deficit) equity, and cash flows, for each of the three fiscal years in the period ended June 28, 2026, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 28, 2026 and June 29, 2025, and the results of its operations and its cash flows for each of the three fiscal years in the period ended June 28, 2026, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of June 28, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August 27, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Debt— Refer to Note 9 to the Financial Statements
Critical Audit Matter Description
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Index to Financial Statements
On September 22, 2025, the Company entered into the Fifteenth Amendment to the First Lien Credit Agreement and also issued Senior Secured Notes (collectively the “debt transaction”). The Company’s accounting for the debt transactions required management to make judgments to determine: (1) the identification of and accounting for all terms, (2) if the amendment qualified as a debt modification or debt extinguishment, (3) if there were changes to the revolver’s lenders and related borrowing capacity, and (4) the related impact upon the accounting treatment of the original remaining deferred financing costs, the new debt issuance costs and third-party fees.
We identified the accounting for these debt transactions as a critical audit matter because of management’s judgments to determine: the unit of account for purposes of evaluating the debt transactions and the accounting determination for any unusual terms; whether the amendment resulted in a debt modification or a debt extinguishment, including the borrowing capacity analysis; and the appropriate treatment of the deferred financing costs, the new debt issuance costs and third-party fees. This required increased audit effort due to the magnitude and complexity of the debt transactions, including obtaining assistance of our professionals with specialized knowledge in the relevant technical accounting guidance required when performing audit procedures to address these matters.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to management's judgements used to account for the debt transactions included the following, among others:
•We tested the effectiveness of controls over the accounting of the Fifteenth Amendment and senior secured note issuance, including management’s control over the appropriate application of accounting principles generally accepted in the United States of America and related analysis.
•We evaluated management's conclusion regarding the accounting treatment of these debt transactions by performing the following:
◦Obtaining and evaluating the executed debt agreements.
◦Obtaining and evaluating the Company’s documentation and accounting assessment, including its conclusions regarding the appropriate unit of account to use for the evaluation of whether the Fifteenth Amendment qualified as a debt modification or debt extinguishment, and the related borrowing capacity analysis.
◦With the assistance of professionals in our firm having experience in accounting for complex debt arrangements, evaluating whether the facility, including the term loan and the revolver, included unusual terms, and whether management properly assessed and recorded any unusual terms, if necessary, in accordance with the appropriate accounting model.
◦Obtaining and evaluating the Company’s accounting assessment to appropriately record the deferred financing costs, new debt issuance cost and third-party fees related to the debt transactions.
•We evaluated the Company’s related disclosures to assess their compliance with accounting principles generally accepted in the United States of America.
/s/ Deloitte & Touche LLP
Richmond, Virginia
August 27, 2026
We have served as the Company's auditor since 2022.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Lucky Strike Entertainment Corporation (formerly Bowlero Corp.) and subsidiaries (the "Company")
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Lucky Strike Entertainment Corporation (formerly Bowlero Corp.) and subsidiaries (the "Company") as of June 28, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 28, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended June 28, 2026 of the Company and our report dated August 27, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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Index to Financial Statements
/s/ Deloitte & Touche LLP
Richmond, Virginia
August 27, 2026
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Lucky Strike Entertainment Corporation
Consolidated Balance Sheets
June 28, 2026 and June 29, 2025
(Amounts in thousands)
June 28, 2026 June 29, 2025
Assets
Current assets:
Cash and cash equivalents $ 39,360 $ 59,686
Accounts and notes receivable, net 10,136 7,998
Inventories, net 16,314 15,500
Prepaid expenses and other current assets 37,356 29,366
Assets held-for-sale 756 —
Total current assets 103,922 112,550
Property and equipment, net 1,237,484 944,917
Operating lease right of use assets 514,731 588,594
Finance lease right of use assets, net 324,124 507,701
Intangible assets, net 50,604 45,562
Goodwill 887,823 844,351
Deferred income tax asset 62,225 67,919
Other assets 46,508 48,145
Total assets $ 3,227,421 $ 3,159,739
Liabilities, Temporary Equity and Stockholders’ Deficit
Current liabilities:
Accounts payable and accrued expenses $ 154,261 $ 145,188
Current maturities of long-term debt 9,543 10,162
Current obligations of operating lease liabilities 35,053 33,103
Earnout liability 2,163 —
Other current liabilities 5,955 5,932
Total current liabilities 206,975 194,385
Long-term debt, net 1,771,759 1,300,708
Long-term obligations of operating lease liabilities 541,360 606,692
Long-term obligations of finance lease liabilities 453,097 683,161
Long-term financing obligations 457,737 449,215
Earnout liability — 36,183
Other long-term liabilities 55,854 56,307
Deferred income tax liabilities 4,440 4,434
Total liabilities 3,491,222 3,331,085
Commitments and Contingencies (Note 11)
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Lucky Strike Entertainment Corporation
Consolidated Balance Sheets
June 28, 2026 and June 29, 2025
(Amounts in thousands)
June 28, 2026 June 29, 2025
Temporary Equity
Series A preferred stock $ 134,424 $ 127,325
Stockholders’ Deficit
Class A common stock $ 13 $ 12
Class B common stock 6 6
Additional paid-in capital 444,103 472,889
Treasury stock, at cost (493,676) (457,917)
Accumulated deficit (348,958) (313,181)
Accumulated other comprehensive income (loss) 287 (480)
Total stockholders’ deficit (398,225) (298,671)
Total liabilities, temporary equity and stockholders’ deficit $ 3,227,421 $ 3,159,739
See accompanying notes to consolidated financial statements.
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Lucky Strike Entertainment Corporation
Consolidated Statements of Operations
Fiscal Years Ended June 28, 2026, June 29, 2025 and June 30, 2024
(Amounts in thousands, except share and per share amounts)
Fiscal Year Ended
June 28, 2026 June 29, 2025 June 30, 2024
Revenues
Bowling $ 561,581 $ 549,895 $ 557,962
Food & beverage 431,066 424,214 401,383
Amusement & other 252,671 227,224 195,269
Total revenues 1,245,318 1,201,333 1,154,614
Costs and expenses
Location operating costs, excluding depreciation and amortization 401,193 375,573 328,551
Location payroll and benefit costs 310,950 284,131 287,206
Location food and beverage costs 96,557 94,553 90,752
Selling, general and administrative expenses, excluding depreciation and amortization 150,867 143,173 148,007
Depreciation and amortization 129,270 156,852 145,364
Loss on impairment and disposal of fixed assets, net 22,128 10,905 61,433
Other operating (income) expense, net (2,441) (1,041) 1,711
Total costs and expenses 1,108,524 1,064,146 1,063,024
Operating income 136,794 137,187 91,590
Other (income) expenses
Interest expense, net 205,342 196,371 177,611
Change in fair value of earnout liability (34,033) (101,484) 25,456
Other expense 4,939 817 76
Total other expense 176,248 95,704 203,143
(Loss) income before income tax (benefit) expense (39,454) 41,483 (111,553)
Income tax (benefit) expense (3,677) 51,505 (27,972)
Net loss (35,777) (10,022) (83,581)
Series A preferred stock dividends (9,727) (9,048) (8,674)
Net loss attributable to common stockholders $ (45,504) $ (19,070) $ (92,255)
Net loss per share attributable to Class A and B common stockholders
Basic $ (0.33) $ (0.13) $ (0.61)
Diluted $ (0.33) $ (0.13) $ (0.61)
Weighted-average shares used in computing net loss per share attributable to common stockholders
Basic 136,632,162 142,401,407 151,339,634
Diluted 136,632,162 142,401,407 151,339,634
See accompanying notes to consolidated financial statements.
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Lucky Strike Entertainment Corporation
Consolidated Statements of Comprehensive Loss
Fiscal Years Ended June 28, 2026, June 29, 2025 and June 30, 2024
(Amounts in thousands)
Fiscal Year Ended
June 28, 2026 June 29, 2025 June 30, 2024
Net loss $ (35,777) $ (10,022) $ (83,581)
Other comprehensive income (loss), net of income tax:
Unrealized gain (loss) on derivatives 12 (525) (2,878)
Foreign currency translation adjustment 755 (175) (1,054)
Other comprehensive income (loss) 767 (700) (3,932)
Total comprehensive loss $ (35,010) $ (10,722) $ (87,513)
See accompanying notes to consolidated financial statements.
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Lucky Strike Entertainment Corporation
Consolidated Statements of Changes in Temporary Equity and Stockholders’ (Deficit) Equity
Fiscal Years Ended June 28, 2026, June 29, 2025 and June 30, 2024
(Amounts in thousands, except share amounts)
Series A preferred stock Class A common Stock Class B common Stock Treasury stock Additional Paid-in capital Accumulated deficit Accumulated other comprehensive income (loss) Total stockholders’ (deficit) equity
Shares Amount Shares Amount Shares Amount Shares Amount
Balance, July 2, 2023 136,373 $ 144,329 107,666,301 $ 11 60,819,437 $ 6 11,312,302 $ (135,401) $ 506,112 $ (219,659) $ 4,152 $ 155,221
Net loss — — — — — — — — — (83,581) — (83,581)
Unrealized loss on derivatives — — — — — — — — — — (2,878) (2,878)
Foreign currency translation adjustment — — — — — — — — — — (1,054) (1,054)
Share-based compensation — — 406,219 — — — — — 13,436 — — 13,436
Conversion of Class B common stock into Class A common stock — — 2,300,000 — (2,300,000) — — — — — — —
Settlement of Series A preferred stock (15,986) (16,919) 1,240,960 — — — — — 16,087 81 — 16,168
Cash dividends — — — — — — — — (24,960) — — (24,960)
Repurchase of Class A common stock into Treasury stock — — (22,758,993) — — — 22,758,993 (249,614) — — — (249,614)
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 loss — — — — — — — — — (10,022) — (10,022)
Unrealized loss on derivatives — — — — — — — — — — (525) (525)
Foreign currency translation adjustment — — — — — — — — — — (175) (175)
Share-based compensation — — 1,104,309 1 — — — — 11,924 — — 11,925
Settlement of equity awards — — (1,747,434) — — — — — (16,244) — — (16,244)
Settlement of Series A preferred stock (3,300) (3,492) 269,886 — — — — — 3,492 — — 3,492
Accrual of paid-in-kind dividends on Series A preferred stock — 3,407 — — — — — — (3,407) — — (3,407)
Cash dividends — — — — — — — — (33,551) — — (33,551)
Repurchase of Class A common stock into Treasury stock — — (6,796,938) — — — 6,796,938 (72,902) — — — (72,902)
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 — — — — — — — — — (35,777) — (35,777)
Unrealized gain on derivatives — — — — — — — — — — 12 12
Foreign currency translation adjustment — — — — — — — — — — 755 755
Share-based compensation — — 431,005 1 — — — — 12,932 — — 12,933
Conversion of Class B common stock into Class A common stock — — 3,000,000 — (3,000,000) — — — — — — —
Accrual of paid-in-kind dividends on Series A preferred stock — 7,099 — — — — — — (7,099) — — (7,099)
Cash dividends — — — — — — — — (34,619) — — (34,619)
Repurchase of Class A common stock into Treasury stock — — (4,325,490) — — — 4,325,490 (35,759) — — — (35,759)
Balance, June 28, 2026 117,087 $ 134,424 80,789,825 $ 13 55,519,437 $ 6 45,193,723 $ (493,676) $ 444,103 $ (348,958) $ 287 $ (398,225)
See accompanying notes to consolidated financial statements.
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Lucky Strike Entertainment Corporation
Consolidated Statements of Cash Flows
Fiscal Years Ended June 28, 2026, June 29, 2025 and June 30, 2024
(Amounts in thousands)
Fiscal Year Ended
June 28, 2026 June 29, 2025 June 30, 2024
Operating activities
Net loss $ (35,777) $ (10,022) $ (83,581)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 129,270 156,852 145,364
Loss on impairment and disposal of fixed assets, net 22,128 10,905 61,433
Income from equity method investment (322) (301) (614)
Amortization of deferred financing costs 7,788 3,914 3,510
Non-cash interest expense on finance lease obligation 11,558 10,634 9,739
Reduction of operating lease right of use assets 38,429 36,912 34,828
Non-cash portion of gain on lease modification (3,276) (903) (499)
Deferred income taxes (9,761) 45,871 (34,339)
Share-based compensation 12,627 21,632 13,775
Distributions from equity method investments 267 294 350
Change in fair value of earnout liability (34,033) (101,484) 25,456
Changes in assets and liabilities, net of business acquisitions:
Accounts and notes receivable, net (1,767) (703) (3,654)
Inventories 262 (1,767) (536)
Prepaid expenses, other current assets and other assets (4,105) (18,380) (5,971)
Accounts payable and accrued expenses 3,958 14,165 14,020
Operating lease liability (30,408) (14,358) (26,189)
Other current liabilities (1,790) (5,689) 865
Other long-term liabilities (1,152) 29,649 873
Net cash provided by operating activities 103,896 177,221 154,830
Investing activities
Purchases of property and equipment $ (113,680) $ (141,066) $ (194,319)
Purchases of previously leased assets (246,795) — —
Purchases of intangible assets (4,663) — (259)
Proceeds from sale of property and equipment — 1,655 —
Proceeds from sale of intangibles — — 65
Acquisitions, net of cash acquired (88,127) (80,900) (191,143)
Net cash used in investing activities (453,265) (220,311) (385,656)
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Lucky Strike Entertainment Corporation
Consolidated Statements of Cash Flows
Fiscal Years Ended June 28, 2026, June 29, 2025 and June 30, 2024
(Amounts in thousands)
Fiscal Year Ended
June 28, 2026 June 29, 2025 June 30, 2024
Financing activities
Repurchase of Class A common stock into Treasury stock $ (35,313) $ (72,138) $ (254,309)
Proceeds from share issuance 1,216 1,288 1,274
Settlement of equity awards — (21,053) —
Settlement of Series A preferred stock — — (751)
Payments for tax withholdings on share-based awards (895) (6,155) (1,473)
Payment of cash dividends (34,619) (33,551) (24,960)
Payment of long-term debt (1,283,207) (10,410) (12,763)
Proceeds from term loan 1,186,058 150,000 —
Proceeds from Senior Secured Notes 495,866 — —
Proceeds from bridge term loan 230,000 — —
Payment of bridge term loan (230,000) — —
Proceeds from Revolver draws 245,000 140,000 175,000
Payoff of Revolver (175,000) (110,000) (175,000)
Proceeds from sale-leaseback financing — — 408,510
Proceeds on finance leases 1,481 417 —
Payment on finance leases (1,732) (1,615) (6,322)
Other financing, net 302 — —
Purchases of previously leased assets (61,651) — —
Payment of deferred financing costs (9,054) (923) (7,049)
Net cash provided by financing activities 328,452 35,860 102,157
Effect of exchange rates on cash 591 (56) 8
Net decrease in cash and cash equivalents (20,326) (7,286) (128,661)
Cash and cash equivalents at beginning of period 59,686 66,972 195,633
Cash and cash equivalents at end of period $ 39,360 $ 59,686 $ 66,972
See accompanying notes to consolidated financial statements.
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Lucky Strike Entertainment Corporation
Notes to Consolidated Financial Statements
(Amounts in thousands, except share amounts or otherwise noted)
(1) Description of Business
Lucky Strike Entertainment Corporation, a Delaware corporation, together with its subsidiaries (collectively, the “Company”) 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 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. Additionally, within the brands, there exists a spectrum where some AMF branded locations are more upscale and some Bowlero branded locations are more traditional. 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, Raging Waters water park, Castle Park, and Boomers Parks. All of our locations are managed in a fully integrated and consistent basis since all of our locations are in the same business of operating location-based entertainment. The following summarizes the Company’s locations by country and major brand as of the fiscal year ended June 28, 2026.
Lucky Strike 132
Bowlero 109
AMF 82
Other locations 24
Boomers & other FEC's 9
Water parks 5
Total locations in the United States 361
Mexico (Bowlero) 4
Canada (Bowlero) 1
Total 366
(2) Significant Accounting Policies
Basis of Presentation: The accompanying consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (SEC) and accounting principles generally accepted in the United States of America (GAAP). We translate the financial statements of our foreign subsidiaries using end-of-period exchange rates for assets and liabilities and average exchange rates during each reporting period for results of operations.
Change in Presentation: In the first quarter of fiscal year 2025, the Company made a change to its consolidated statements of operations presentation in order to enhance our disclosures by disaggregating previously combined revenues and costs of revenues, reclassifying depreciation and amortization to be a separate financial statement line item, and reclassifying certain amounts to selling, general, and administrative expenses. The change in presentation will enhance the comparability of our financial statements with industry peers and present a more detailed picture of our operations. Certain prior period amounts in the consolidated statements of operations have been reclassified to conform with the current period presentation. The reclassifications made had no impact to revenue, income from operations, net (loss) income, earnings (loss) per share, retained earnings or other components of equity or net assets.
Principles of Consolidation: The consolidated financial statements and related notes include the accounts of Lucky Strike Entertainment Corporation 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. The Company’s interest in 20% to 50% owned companies that are not controlled are accounted for using the equity method, unless the Company does not sufficiently influence the management of the investee. All significant intercompany balances and transactions have been eliminated in consolidation.
Fiscal Year: The Company reports on a fiscal year ending on the Sunday closest to June 30th with each quarter generally comprising thirteen weeks. Fiscal year 2026 contained fifty-two weeks and ended on June 28, 2026. Fiscal year 2025 contained fifty-two weeks and ended on June 29, 2025. Fiscal year 2024 contained fifty-two weeks and ended on June 30, 2024.
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Reclassification: Certain prior year amounts have been reclassified to conform with the current year presentation. These reclassifications had no impact on previously reported net loss, total stockholders’ equity (deficit) or cash flows.
Use of Estimates: The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the balance sheets, statement 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.
The following table shows the impact of the changes in estimates:
Fiscal Year Ended
June 28, 2026
Decrease to depreciation expense $ 31,858
Decrease to net loss 31,858
Decrease to net loss per share $ 0.23
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 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.
Inventories: Inventory, which includes operational items such as food and beverages, is valued at the lower of cost or net realizable value on a first-in, first-out basis.
Prepaid Expenses and Other Current Assets: Prepaid expenses consist 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. Non-trade receivables consist primarily of income tax receivables, legal settlement receivables, and other miscellaneous receivables. As of June 28, 2026 and June 29, 2025, prepaid expenses and other current assets consist of:
June 28, 2026 June 29, 2025
Prepaid expenses $ 22,609 $ 17,731
Non-trade receivables 12,655 10,087
Other 2,092 1,548
Total prepaid expenses and other current assets $ 37,356 $ 29,366
Property and Equipment: Property and equipment are recorded at cost. Depreciation is calculated principally on the straight-line method based on the estimated useful lives of individual assets or classes of assets.
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Leasehold improvements are recorded at cost. Amortization of leasehold improvements is calculated principally on the straight-line method over the lesser of the estimated useful life of the leasehold improvement or the lease term. Renewal periods are included in the lease term when the renewal is determined to be reasonably assured.
Internal costs, including compensation and employee benefits for employees directly associated with capital projects, are capitalized and amortized over the estimated useful life of the asset.
Costs related to the development or purchase of internal-use software are capitalized and depreciated over the estimated useful life of the software. Costs that are capitalized include external direct costs of materials and services to develop or obtain the software, interest, and internal costs, including compensation and employee benefits for employees directly associated with a software development project.
Estimated useful lives of property and equipment are as follows:
Buildings and improvements 2 – 39 years
Leasehold improvements lesser of asset’s useful life or lease term (1 month– 15 years)
Equipment, software, furniture, and fixtures 2 – 15 years
Expenditures for routine maintenance and repairs that do not improve or extend the life of an asset are expensed as incurred. Improvements are capitalized and amortized over the lesser of the remaining life of the asset or, if applicable, the lease term. Upon retirement or sale of an asset, its cost and related accumulated depreciation are removed from property and equipment and any gain or loss is recognized.
The Company’s policy is to capitalize interest cost incurred on debt during the construction of major projects. Interest costs are capitalizable for all assets that require a period of time to get them ready for their intended use (an acquisition period). The amount capitalized in an accounting period is determined by applying the capitalization rate to the accumulated expenditures for the asset during the period. The capitalization rate used is based on the rates applicable to borrowings outstanding during the construction period.
Leases: The Company determines if a contract is or contains a lease at contract inception or on the modification date of an existing contract.
The Company has leasing arrangements that contain both lease and non-lease components. Our lease components primarily include the building and land for location-based entertainment venues, and our non-lease components primarily include common area maintenance and utilities for these real estate leases. We account for both the lease and non-lease components as a single component for these real estate leases. The Company elected to follow the ongoing practical expedient for the short-term lease recognition exemption, which means that for those leases that qualify, we will not recognize ROU assets or lease liabilities.
As of June 28, 2026, the Company had two master lease agreements with Carlyle covering over 145 locations that contain initial terms ending in 2047 with 8 renewal options for 10 years each. On July 10, 2025, the Company acquired 58 existing properties that were previously under a master lease agreement with Carlyle for $306,000.
The master lease agreements with Carlyle contain restrictions and covenants such as the following:
a.Requirements to comply with certain covenants, which, if not met, would require the Company to maintain cash security or provide letters of credit in favor of the landlord in amounts up to 1 year in rent, depending on the circumstances.
b.Options that allow the landlord to purchase and lease back the bowling equipment at each site in the event that certain requirements are not met
c.Certain restrictions on investments, payments, and acquisitions, in the event predefined financial metrics aren’t met
The Company also has a master lease agreement with VICI covering 38 properties. The VICI master lease has an initial total annual rent of $31,600, and will escalate at the greater of 2.0% or the consumer price index (CPI) (subject to a 2.5% ceiling). The VICI master lease has an initial term of 25 years, and six five-year tenant renewal options. Based on an analysis of the economic, market, asset and contractual characteristics of the master lease, the Company determined that all six renewal options were reasonably assured, and therefore, the lease term for accounting purposes is 55 years. The Company concluded that the transfer was not a sale for accounting purposes as control of the underlying assets remained with the Company, and therefore, the Company recognized a financing obligation equal to the contribution value of $432,900, net of transaction costs. Consistent with the Company’s other financing obligations, the lease payments will be allocated between principal and interest on the financing obligation.
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Outside of the master leases, the initial lease terms for our real estate leases are generally 10-15 years with renewal options for periods up to five years each. The options to extend are generally not considered reasonably certain at lease commencement, however, the Company reevaluates our leases on a regular basis to determine if recent strategic changes or capital expenditures have resulted in incentives or penalties to renew or not renew a particular lease. Short-term leases with an initial term of 12 months or less are not recorded on the balance sheet.
Right-of-use (“ROU”) assets and lease liabilities are recognized at the commencement date of the lease based on the present value of the future lease payments over the remaining lease term. Only fixed lease payments are included in the lease liability. At the lease commencement, the ROU asset is measured based on the present value of the lease liability plus any initial direct costs and/or prepaid lease payments, and deducting any lease incentives. For business combinations, the right-of-use asset is adjusted based on favorability or unfavorability of acquired leases.
The Company’s fixed lease payments primarily include base rent and lease incentives for tenant improvements. Our leases also include the following variable costs: common area maintenance, utilities, real estate taxes, property insurance, variable payments based on a percentage of sales or based on reaching predefined sales thresholds. Some leases contain lease payments that depend on indices or fair market value rent. A change in the index or fair market rent rate does not result in the remeasurement of the lease liability or ROU asset. The additional lease payments related to the index or fair market rent rate increases are recognized as variable payments in the period in which they occur. However, if we remeasure the lease payments, then we are required to remeasure the lease payments that depend on an index or a rate by using the index or fair market rent rate in effect on the remeasurement date.
In determining the present value of lease payments, the Company utilizes its incremental borrowing rate unless the rate implicit in the lease is readily determinable. For our leases, the rate implicit in the lease is generally not available, so we use the incremental borrowing rate. The incremental borrowing rate represents the estimated interest rate for collateralized borrowings over a similar term in a similar economic environment at the commencement date or modification date for a lease. To calculate the incremental borrowing rate, the Company considers both the credit notching and recovery rate methods and makes adjustments based on benchmarking to our debt instruments.
Operating lease costs are recorded as rent expense, which are primarily included within location operating costs, excluding depreciation and amortization, within the consolidated statements of operations and presented as operating cash outflows within the consolidated statements of cash flows.
Finance lease costs are recorded as interest expense and amortization expense, which is primarily included within depreciation and amortization within the consolidated statements of operations. Principal payments associated with finance leases are presented as financing cash outflows and cash payments for interest associated with finance leases are presented as operating cash outflows within our consolidated statements of cash flows.
The current portion of the lease liability is equal to the amount by which the total lease liability will be reduced over the next 12 periods.
The Company’s leases do not contain material residual value guarantees.
Financing Obligations: When the Company enters into a contract to sell an asset and leases it back from the purchaser under a sale and leaseback transaction, we must determine whether control of the asset has transferred. In cases whereby control has not transferred, we continue to recognize the underlying asset within Property and equipment, net within the consolidated balance sheets, which is then depreciated over the shorter of the remaining useful life or lease term. Additionally, a financial liability is recognized and referred to as a financing obligation and is accounted for similarly to debt or finance leases. The Company recognizes interest expense related to a financing obligation under the effective interest method. Variable payments are recorded as interest expense as incurred. Principal payments associated with financing obligations are presented as financing cash outflows and interest payments associated with financing obligations are presented as operating cash outflows within our consolidated statements of cash flows. The current portion of the liability is equal to the amount by which the total liability will be reduced over the next 12 periods.
Goodwill and Intangible Assets: Goodwill is recognized for the excess of the purchase price over the fair value of assets acquired and liabilities assumed of businesses acquired.
Indefinite-lived intangible assets include liquor licenses, Lucky Strike trade name and other trade names used by the company for locations and media purposes. The cost of purchasing liquor licenses in quota controlled states are capitalized as indefinite lived intangible assets. Because the number of liquor licenses in a quota controlled state are based on the population count, the values ascribed to these liquor licenses are primarily dependent on the supply and demand in the particular jurisdictions in which they are issued. Liquor licenses are intangible assets that are not assigned a useful life and are not amortized. The fair value of the trade names stems from the customer appeal and revenue streams derived from the different brands.
Finite-lived intangible assets primarily include Bowlero and other acquired trade names, customer relationships, management contracts, and non-compete agreements, which have remaining useful lives ranging from 1 to 8 years. Finite-
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lived intangible assets are amortized based on the pattern in which the economic benefits are used or on a straight-line basis.
Impairment of Goodwill, Intangible and Long-Lived Assets: Goodwill and indefinite lived intangible assets are tested at least annually for impairment.
We perform our annual impairment testing on the first day of our fiscal fourth quarter of each year or when an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit or trade name below its carrying amount. The Company has two reporting units with goodwill, Indoor Entertainment and Outdoor Entertainment, with only one reportable segment. The Indoor Entertainment reporting unit, to which $831,103 of goodwill is allocated, had a negative carrying amount on June 28, 2026 and June 29, 2025. For fiscal 2026, the Company performed a quantitative impairment test of the Indoor Entertainment reporting unit and a qualitative impairment assessment of the Outdoor Entertainment reporting unit, and concluded that it was not more likely than not that the fair value of either reporting unit was less than its carrying amount.
For long-lived assets (such as property and equipment, ROU assets and other definite-lived intangibles), an impairment is indicated whenever events or changes in circumstances indicate that the asset or asset group’s carrying value may not be recoverable. An asset group may not be recoverable if the total estimated undiscounted cash flows associated with the use and eventual disposition of the asset group is less than its carrying value. If the asset group isn’t recoverable and the fair value is less than its carrying value, then an impairment exists and an adjustment is made to write down the asset to its fair value. We estimated the fair value of these assets utilizing either an income approach that projects the total cash flows from use and eventual disposition of the asset group discounted using a risk adjusted discount rate, or a market based approach using orderly liquidation values or broker quotes for sale of similar properties.
During fiscal year 2026, the company recorded an impairment charge of $14,238 for four underperforming locations whose carrying values were determined not to be recoverable, with the remainder reflecting other disposal and impairment activity in the ordinary course. During fiscal year 2024, the company reclassified the Bowlero trade name intangible asset from indefinite lived to finite lived, which resulted in a quantitative impairment test and impairment charge of $52,030. There were no other impairment charges for goodwill or indefinite-lived intangible assets, excluding liquor license revaluations, recorded in fiscal years 2026, 2025 and 2024.
The following table shows recognized impairment charges related to long-lived assets, trade names, and liquor license for each reporting period:
Fiscal Year Ended
June 28, 2026 June 29, 2025 June 30, 2024
Impairment charges $ 17,203 $ 1,920 $ 60,211
Equity Method Investments: The aggregate carrying amounts of our equity method investments were $25,897 and $25,841 as of June 28, 2026 and June 29, 2025, and are included as a component of Other Assets in our accompanying 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 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 expired 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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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 9 - Debt for more information.
Self-Insurance Reserves: The Company is self-insured for a portion of its property, general liability, workers’ compensation and certain health care exposures. We also purchase stop-loss insurance coverage through third-party insurers. Reserves are established for both identified claims and IBNR claims and are recorded when claim amounts become probable and estimable. Reserves for identified claims are based upon historical claim experience and third-party estimates of settlement costs. Reserves for IBNR claims are based upon claims data history. Self-insurance reserves are periodically reviewed for changes in facts and circumstances and adjustments are made as necessary. For claims that exceed the deductible amount, the Company records a receivable representing expected recoveries pursuant to the stop-loss coverage and a corresponding gross liability for its legal obligation to the claimant, since the Company is not legally relieved of our obligation to the claimant. The Company recorded gross estimated liabilities of $54,648 and $55,116 at June 28, 2026 and June 29, 2025, respectively, to cover known general liability, health and workers’ compensation claims, and the estimate of IBNR. Corresponding stop-loss receivables for expected recoveries of self-insured claims in the amounts of $12,214 and $14,991 were recorded at June 28, 2026 and June 29, 2025, respectively.
The short-term portion of the self-insurance liabilities is included in accrued expenses in the accompanying consolidated balance sheets. The long-term portion is included in other long-term liabilities in the accompanying consolidated balance sheets. The stop-loss receivable is included in other assets.
Income Taxes: The Company utilizes the asset and liability approach in accounting for income taxes. We recognize income taxes in each of the jurisdictions in which we have a presence. For each jurisdiction, we estimate the amount of income taxes currently payable or receivable, as well as deferred income tax assets and liabilities. Deferred tax assets and liabilities are recorded to recognize the expected future tax benefits or costs of events that have been, or will be, reported in different years for financial statement purposes than tax purposes. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which these items are expected to reverse. We review our deferred tax assets to determine if it is more-likely-than-not that they will be realized. If we determine it is not more-likely-than-not that a deferred tax asset will be realized, we record a valuation allowance to reverse the previously recognized tax benefit. See Note 10 - Income Taxes for more details.
The Company recognizes tax benefits related to uncertain tax positions if we believe it is more likely than not the benefit will be realized. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which a change in judgment occurs.
The U.S. federal, and in general, state and local returns are open to examination for the fiscal year ended June 28, 2020 and thereafter. The net operating loss carryforwards starting from the tax year ended December 31, 2004 and certain tax years thereafter are also open to examination. Canada and Mexico income tax returns are open to examination for the tax year ended June 30, 2019 and for the local tax year ended December 31, 2018, respectively.
Excise Tax: On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into Federal law. The IRA provides for, among other things, a new U.S. Federal 1% nondeductible excise tax on certain repurchases of stock by publicly-traded U.S. domestic corporations occurring after December 31, 2022. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased. For purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain stock issuances against the fair market value of stock repurchases during the same taxable year, with certain exceptions. The Company recognized excise tax related to the IRA, which was included in treasury stock due to repurchases and additional paid in capital (“APIC”) for the settlement of Preferred Stock for cash.
Revenue Recognition:
Bowling revenue — The Company recognizes revenue for providing bowling services to customers in exchange for consideration that is recognized as revenue on the day that the services are performed. Any prepayments for bowling revenue are recognized as deferred revenue and recognized when earned.
Food & beverage revenue — Sales of food and beverages at our locations are recognized at a point-in-time.
Amusement & other revenue — Amusement and other revenue includes amounts earned through arcades and other games, as well as other revenue generating sources that contribute to the entertainment experience through events and other activities. Similar to bowling and food and beverage revenue, almost all of our revenue is earned at a point-in-time. Other revenue also includes media revenue from sanctioning official PBA tournaments and licensing media content to our
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customers, which include television networks and multi-year contracts. The Company considers each tournament as a separate performance obligation because each tournament’s pricing is negotiated separately and represents its stand-alone selling price based on the terms of the contract and the relative nature of the services provided. Media revenue is generated through producing and licensing distribution rights to customers, which is recognized at the point-in-time the Company produces and delivers programming for a respective tournament. Tournament revenue includes sponsorships, entry and host fees. Fees received for sponsorships and tournaments are recognized as deferred revenue until the respective tournament occurs, at which point, the Company recognizes those fees as revenue.
Other revenue recognition policies:
Admissions revenue — Admissions revenue includes season pass sales and other single or multi-day ticket sales that provide admissions to water parks and other outdoor entertainment locations. Single-day products are deferred when purchased and recognized into revenue upon the guests’ admission into the location. All other multi-day passes or season passes for outdoor entertainment locations are deferred when purchased and recognized into revenue based on the estimated number of uses expected for each type of product. Admissions revenue is included in “Amusement & other revenue.”
Gift and game Cards — The Company sells gift and game cards that do not expire. Gift and game card revenue is recognized as gift and game cards are redeemed by customers. The Company accrues unearned revenue as a liability for the unredeemed amounts that may be redeemed or used in the future. Gift and game card sales are recorded as an unearned gift and game card revenue liability when sold. Unearned gift and game card revenue or deferred revenue is reported in accrued expenses in the consolidated balance sheets and is disclosed in Note 8 - Accounts Payable and Accrued Expenses.
From time to time, the Company also offers discount vouchers through outside vendors. Revenue for these vouchers is recognized as revenue when the voucher is redeemed by the customer. Revenue is recognized for the gross amount paid by customers for purchased vouchers. The fee paid to the outside vendors, in the form of the discount, is recognized in location operating costs, excluding depreciation and amortization. We recognize this revenue on a gross basis, as we are responsible for providing the service desired by the customer.
The Company recognizes breakage on gift and game cards and discount vouchers as revenue in proportion to the pattern of actual redemptions, based on an estimate of the balances it does not expect to be redeemed, derived from historical redemption experience.
Location operating costs: The Company’s location operating costs all relate to location operations and are comprised primarily of fixed costs that are not variable or less variable with changes in revenues, and include property taxes, supplies, insurance, fixed rent, and utilities. Variable costs included within location operating costs are primarily comprised of supplies, prize funds, variable rent, tournament production expenses and amusement costs.
Location payroll and benefit costs: Location payroll and benefit costs consist of variable and fixed costs for payroll and benefits related to location operations.
Location food and beverage costs: Location food and beverage costs consist of variable costs that relate to food and beverage costs and other costs relating to food and beverage revenue.
Selling, General and Administrative Expenses (“SG&A”): SG&A expenses are comprised primarily of employee costs, media and promotional expenses, costs expensed as part of business acquisitions, and other miscellaneous expenses. A portion of SG&A costs are not variable in nature and do not fluctuate significantly with changes in revenue, and include such expenses as marketing, corporate, and certain compensation.
Share-Based Compensation: Share-based compensation is recorded based on the grant-date fair value. The Company recognizes share-based compensation cost over the requisite service period for its stock options and service-based restricted stock units. For restricted stock units with both market and service conditions, the grant-date fair value reflects the market condition, and the related cost is recognized over the requisite service period and is not reversed if the market condition is not met, so long as the requisite service is rendered. The Company does not recognize the effect of forfeitures until they occur. All compensation expense for an award is recognized by the time it becomes fully vested. Share-based compensation is recorded in location payroll and benefits costs and selling, general and administrative expenses in the consolidated statements of operations based on the employees’ respective functions. The Company records deferred tax assets for awards that may result in deductions on the Company’s income tax returns, based on the amount of compensation cost recognized and the Company’s statutory tax rate in the jurisdiction in which it will receive a deduction.
Commitments and contingencies: Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
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Series A preferred stock: The Company has issued redeemable preferred stock that is classified in temporary equity as certain redemption provisions are not solely within the control of the Company. Please refer to Note 14 - Common Stock, Preferred Stock and Stockholders' Equity for more details.
Net Loss Per Share Attributable to Common Stockholders: We compute net loss 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 redeemable convertible 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. For those periods in which the Company has reported net losses, all potentially dilutive securities have been 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 is the same for those periods presented. Potentially dilutive securities include convertible Preferred Stock, service based RSUs, market and service based RSUs, stock options, and purchases of shares under our Employee Stock Purchase Plan (“ESPP”). See Note 16 - Net Loss Per Share.
Earnouts: Following the consummation of the Business Combination on December 15, 2021 (the “closing date”) pursuant to the Business Combination Agreement (“Business Combination Agreement”) dated as of July 1, 2021, by and among Lucky Strike Entertainment Corporation prior to the Closing Date (“Old Bowlero”) and Isos Acquisition Corporation (“Isos”), Isos and Lucky Strike equity holders at the effective time of the Business Combination have the contingent right to receive shares of Class A common stock if, from the Closing Date until the fifth anniversary thereof, the reported closing trading price of the Class A common stock exceeds certain thresholds. As of the Closing Date, since earnouts are subject to change in control acceleration provisions, that result in settlement value not fully indexed to share price, the earnout shares are reported as a liability in the consolidated balance sheets. Changes in the value of earnouts are recorded as a non-operating item in the consolidated statements of operations. Those earnout shares not classified as a liability are classified as equity compensation to employees. The fair value of the earnout shares is estimated by utilizing a Monte-Carlo simulation model. Inputs that have a significant effect on the earnout shares valuation include the expected volatility, stock price, expected term, risk-free interest rate and the performance hurdles. The Company evaluated its earnouts under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and concluded that they do not meet the criteria to be classified in stockholders’ equity. Since these earnouts meet the definition of a derivative under ASC 815, the Company records these earnouts as long-term liabilities on the balance sheet at fair value upon the Closing Date, with subsequent changes in their respective fair values recognized in the consolidated statements of operations and comprehensive loss at each reporting date. See Note 12 - Earnouts and Note 13 - Fair Value of Financial Instruments for further information.
Emerging Growth Company Status: The Company was an "emerging growth company" ("EGC") as defined in the Securities Act of 1933, as amended (the "Securities Act"), and modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). Because the fifth anniversary of the March 2021 initial public offering of Isos Acquisition Corporation — through which the Company became public — occurred during the fiscal year ended June 28, 2026, the Company ceased to be an EGC as of the end of that fiscal year under Section 2(a)(19) of the Securities Act.
As a result, beginning with this Annual Report on Form 10-K, the Company is subject to the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 and to the executive compensation and other disclosure requirements applicable to companies that are not EGCs. The Company also may no longer use the extended transition period under Section 102(b)(1) of the JOBS Act for complying with new or revised accounting standards, and must adopt such standards on the effective dates applicable to public business entities that are not EGCs, as reflected under "Recently Issued Accounting Standards."
Smaller Reporting Company Status: The Company is a "smaller reporting company" ("SRC") as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). A company qualifies as an SRC if it has a public float of less than $250 million, or annual revenues of less than $100 million and either no public float or a public float of less than $700 million, in each case measured as of the last business day of the most recently completed second fiscal quarter. As an SRC, the Company is eligible to take advantage of certain reduced disclosure requirements, including reduced executive compensation disclosure in its periodic reports and proxy statements. These accommodations may be elected on an individual basis, and the availability of scaled disclosure does not affect the recognition, measurement, or presentation of amounts in the Company's consolidated financial statements. The Company's status as an SRC is independent of its status as an accelerated filer, and the Company remains subject to the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002.
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
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be applied prospectively, with early adoption and retrospective application permitted. The Company adopted ASU 2023-09 on a prospective basis effective for the fiscal year ended June 28, 2026. See further discussion at Note 10 - Income Taxes.
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. In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarifies the effective date of ASU 2024-03 for non-calendar year-end entities. 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.
(3) Business Combinations and Acquisitions
Acquisitions: The Company continually evaluates potential acquisitions, which can be either business combinations or asset purchases, that strategically fit within the Company’s existing portfolio of locations as a key part of 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.
Acquisitions that meet the definition of a business under ASC 805, “Business Combinations,” are accounted for using the acquisition method of accounting. The Company estimates the fair value of the tangible and intangible assets acquired and liabilities assumed as of the acquisition date for business combinations and utilizes valuation specialists to assist in doing so. For business combinations, we will continue to evaluate and refine the estimates used to record the fair value of the assets acquired and liabilities assumed throughout the permitted measurement period, which may result in corresponding offsets to goodwill in future periods. We expect to finalize the valuations as soon as possible, but no later than one year from the acquisition dates.
The goodwill acquired in the business combinations represents:
•the value of an assembled workforce
•future earnings and cash flow potential of these businesses, and
•the complementary strategic fit and resulting synergies these businesses bring to existing operations
From the business acquisitions during fiscal year 2026 and 2025, $0 and $4,878, respectively, of the goodwill recognized is deductible for tax purposes.
Acquisitions that do not meet the definition of a business under ASC 805 are accounted for as an asset acquisition, using a cost accumulation model. Assets acquired and liabilities assumed are recognized at cost, which is the consideration the acquirer transfers to the seller, including direct transaction costs, on the acquisition date. The cost of the acquisition is then allocated to the assets acquired based on their relative fair values. Goodwill is not recognized in an asset acquisition.
The Company’s accounting for the allocations of the purchase price for the acquisitions of location-based entertainment venues that were treated as business combinations at the dates of the respective acquisitions is based upon its understanding of the fair value of the acquired assets and assumed liabilities. The Company obtains this information during due diligence and through other sources.
2026 Business Acquisitions: During the year ended June 28, 2026, the Company had two acquisitions in which we acquired five locations for a total consideration of $88,127. The Company has finalized one of these acquisitions and one is still in the process of finalizing its valuation analysis. 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 remaining valuation as soon as possible, but no later than one year after the acquisition date. The final determination will be in fiscal year 2027 and may result in changes in the fair value of certain assets and liabilities as compared to these preliminary estimates.
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The following table summarizes the final and preliminary purchase price allocations for the fair values of the identifiable assets acquired, components of consideration transferred and the transactional related expenses using the acquisition method of accounting:
Identifiable assets acquired and liabilities assumed Finalized acquisitions Preliminary acquisitions Totals
Current assets $ 1,447 $ 284 $ 1,731
Property and equipment 34,524 22,051 56,575
Operating lease ROU 25,780 3,275 29,055
Identifiable intangible assets(1) 3,960 4,710 8,670
Goodwill 19,006 23,880 42,886
Other assets — 21 21
Total assets acquired $ 84,717 $ 54,221 $ 138,938
Current liabilities $ (5,099) $ (166) $ (5,265)
Operating lease liabilities (24,930) (3,275) (28,205)
Deferred income tax liability (9,556) (5,905) (15,461)
Other liabilities (985) (895) (1,880)
Total liabilities assumed $ (40,570) $ (10,241) $ (50,811)
Total fair value, net of cash of $549 $ 44,147 $ 43,980 $ 88,127
Components of consideration transferred
Cash $ 44,147 $ 43,980 $ 88,127
Total $ 44,147 $ 43,980 $ 88,127
(1)The identifiable intangible assets acquired consist of indefinite-lived trade names and reacquired rights. See Note 4 - Goodwill and Other Intangible Assets for more information.
2025 Business Acquisitions: During the year ended June 29, 2025, the Company completed four acquisitions comprising 10 locations for a total consideration of $80,900. The purchase price allocations for these acquisitions, which were preliminary as of June 29, 2025, were finalized during fiscal year 2026. Measurement period adjustments recorded during
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fiscal year 2026 were not material to the Company's consolidated financial statements. The following table summarizes the final allocation of consideration transferred to the assets acquired and liabilities assumed:
Identifiable assets acquired and liabilities assumed As finalized
Current assets $ 3,414
Assets held for sale 16,376
Property and equipment 70,424
Operating lease ROU 42,657
Identifiable intangible assets(1) 5,782
Goodwill 10,976
Deferred income tax asset 1,386
Other assets 419
Total assets acquired $ 151,434
Current liabilities $ (8,456)
Liabilities held for sale (15,698)
Operating lease liabilities (44,860)
Other liabilities (1,520)
Total liabilities assumed $ (70,534)
Total fair value, net of cash of $428 $ 80,900
Components of consideration transferred
Cash $ 80,900
Total $ 80,900
(1)The identifiable intangible assets acquired consist of indefinite-lived and definite-lived trade names, customer relationships, and non-compete agreements and indefinite-lived liquor licenses. See Note 4 - Goodwill and Other Intangible Assets for more information.
Valuation Methodologies: The following summarizes key valuation approaches and assumptions utilized in calculating the fair values for Business Combinations and Asset Acquisitions, which are accounted for under the acquisition method of accounting and cost accumulation model, respectively:
Property and equipment — Buildings, improvements, attractions, and other equipment are valued using the cost approach and land is valued at its highest and best use by the market or sales comparison approach. The fair value of tangible personal property was determined primarily using variations of the cost approach. Certain assets with an active secondary market were valued using the market approach. The valuation inputs used to determine the fair value of the land and building are based on level 3 inputs, including discount rates, sales projections, and future cash flows.
Intangible assets — The Company acquired intangible assets including trade names, non-competition agreements, customer relationships, and liquor licenses.
–Trade names: Trade names are recognized during Business Combinations and Asset Acquisitions using the relief-from-royalty method, which is considered a Level 3 fair value measurement due to the use of unobservable inputs. Significant assumptions used in the calculation include: revenue projections, a royalty rate based on qualitative factors and the market-derived royalty rates, discount rate based on the Company’s weighted average cost of capital (WACC) adjusted for risks commonly inherent in trade names.
–Non-Competition: Non-compete agreements are recognized during Business Combinations and Asset Acquisitions. The Company records the fair value of non-competition agreements using the differential discounted cash flow method income approach, a Level 3 fair value measurement due to the use of unobservable inputs. Significant assumptions used in the fair value calculations for non-competition agreements include: potential competitor impact on revenue and expense projections, discount rate based on the Company’s WACC adjusted for risks commonly inherent in intangible assets, specifically non-compete agreements.
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–Customer relationships: The Company records customer relationships for bowling leagues for Business Combinations and Asset Acquisitions based on the fair value of relationships using the excess earnings income approach and discounted cash flow method, which are considered Level 3 fair value measurements due to the use of unobservable inputs. Significant assumptions used in the fair value calculations for relationships include: revenue and expense projections, customer retention rate for leagues, discount rate based on the Company’s WACC adjusted for risks inherent in intangible assets, specifically customer relationships and the remaining useful life.
–Liquor licenses: The Company records the fair value of brokered liquor licenses acquired in Business Combinations and Asset Acquisitions using the market approach. Significant assumptions used in the calculation include approximation based on recent sales of liquor licenses in the respective jurisdictions and assignment of an indefinite useful life as licenses do not expire and can be sold to third parties.
(4) Goodwill and Other Intangible Assets
Goodwill:
The changes in the carrying amount of goodwill for the fiscal years ended June 28, 2026 and June 29, 2025:
Balance as of June 30, 2024 $ 833,888
Goodwill resulting from acquisitions during fiscal year 2025 10,390
Adjustments to preliminary fair values for prior year acquisitions 73
Balance as of June 29, 2025 844,351
Goodwill resulting from acquisitions during fiscal year 2026 42,886
Adjustments to preliminary fair values for prior year acquisitions 586
Balance as of June 28, 2026 $ 887,823
Intangible Assets:
June 28, 2026 June 29, 2025
Weighted average life remaining (in years) Gross carrying amount Accumulated amortization Net carrying amount Weighted average life remaining (in years) Gross carrying amount Accumulated amortization Net carrying amount
Finite-lived intangible assets:
Bowlero trade name 1 $ 14,870 $ (11,180) $ 3,690 2 $ 14,870 $ (5,366) $ 9,504
Other acquisition trade names 2 1,890 (1,519) 371 3 2,510 (1,611) 899
Customer relationships 2 1,874 (1,583) 291 2 4,285 (3,541) 744
Management contracts 5 4,500 (605) 3,895 0 300 (300) —
Non-compete agreements 2 3,284 (2,470) 814 3 3,724 (2,313) 1,411
PBA member, sponsor & media relationships 4 1,200 (762) 438 5 1,200 (651) 549
Other intangible assets 8 1,564 (750) 814 2 754 (519) 235
3 29,182 (18,869) 10,313 2 27,643 (14,301) 13,342
Indefinite-lived intangible assets:
Liquor licenses 13,041 — 13,041 12,830 — 12,830
Lucky Strike trade name 8,360 — 8,360 8,360 — 8,360
Other trade names 18,890 — 18,890 11,030 — 11,030
40,291 — 40,291 32,220 — 32,220
$ 69,473 $ (18,869) $ 50,604 $ 59,863 $ (14,301) $ 45,562
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The following table shows amortization expense for finite-lived intangible assets for each reporting period:
Fiscal Year Ended
June 28, 2026 June 29, 2025 June 30, 2024
Amortization expense $ 8,293 $ 7,284 $ 7,370
The estimated aggregate amortization expense for finite-lived intangibles included in intangible assets in our consolidated balance sheet for the next five fiscal years is as follows:
2027 2028 2029 2030 2031 Thereafter
Amortization expense $ 5,528 $ 1,530 $ 1,187 $ 972 $ 802 $ 294
(5) Property and Equipment
As of June 28, 2026 and June 29, 2025, property and equipment consists of:
June 28, 2026 June 29, 2025
Land $ 243,981 $ 139,389
Buildings and leasehold improvements 956,072 754,647
Equipment, software, furniture, and fixtures 708,000 645,200
Construction in progress 23,266 27,021
1,931,319 1,566,257
Accumulated depreciation (693,835) (621,340)
Property and equipment, net of accumulated depreciation $ 1,237,484 $ 944,917
The following table shows depreciation expense related to property and equipment for each reporting period:
Fiscal Year Ended
June 28, 2026 June 29, 2025 June 30, 2024
Depreciation expense $ 109,883 $ 132,122 $ 120,834
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(6) Leases
The following table summarizes the components of the net lease cost:
Fiscal Year Ended
Lease Costs: Location on Consolidated Statements of Operations June 28, 2026 June 29, 2025 June 30, 2024
Operating Lease Costs: (1)
Operating lease costs associated with master leases for locations Primarily Location operating costs $ 14,804 $ 17,709 $ 17,711
Operating lease costs associated with non-master leases for locations Primarily Location operating costs 65,137 61,856 52,355
Percentage rental costs for locations (2) Primarily Location operating costs 7,800 6,650 7,041
Equipment and other operating lease costs (3) Primarily Location operating costs 8,855 4,832 6,983
Total Operating Lease Costs: 96,596 91,047 84,090
Finance Lease Costs:
Amortization of right-of-use assets Depreciation and amortization 11,094 17,446 17,160
Interest expense Interest expense, net 30,750 49,653 49,198
Total Finance Lease Costs: 41,844 67,099 66,358
Financing Obligation Costs:
Interest expense Interest expense, net 41,502 40,742 28,333
Total Financing Obligation Costs: 41,502 40,742 28,333
Other Costs, Net:
Variable occupancy costs (4) Primarily Location operating costs 60,541 68,443 60,189
Gains from modifications and terminations of operating leases Other operating (income) expense, net (3,276) (903) (499)
Other lease costs (5) Primarily Location operating costs 1,278 811 6,866
Sublease income (6) Revenues - Amusement & other (4,870) (4,748) (5,071)
Total Other Costs, Net 53,673 63,603 61,485
Total Lease Costs, Net $ 233,615 $ 262,491 $ 240,266
(1)Operating lease costs include 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) 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 represent 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 represent operating lease costs for equipment leases, common area maintenance charges, and other variable lease costs for operating leases where the lease payments escalate based on an index or rate.
(4)Variable occupancy costs primarily represent utilities, property insurance, and real estate taxes.
(5)Other lease costs primarily include short-term lease costs and other variable payments for various equipment leases.
(6)Sublease income primarily represent short-term leases with pro-shops and various retail tenants.
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Cash Paid for amounts included in the measurement of lease liabilities was as follows:
Fiscal Year Ended
June 28, 2026 June 29, 2025
Cash paid for amounts included in the measurement of lease liabilities (1)
Operating leases:
Operating cash flows paid for operating leases $ 74,223 $ 65,781
Total cash paid for operating lease liabilities 74,223 65,781
Finance leases:
Operating cash flows paid for interest portion of finance leases 27,440 47,234
Financing cash flows paid for principal portion of finance leases 1,732 1,615
Total cash paid for finance lease liabilities 29,172 48,849
Financing Obligations:
Operating cash flows paid for interest portion of financing obligations 32,981 32,402
Total cash paid for financing obligations: 32,981 32,402
Total cash amounts paid that are included in the measurement of lease liabilities:(2) $ 136,376 $ 147,032
(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)The total cash amounts within the above table include deferred repayments of $2,013 for operating leases and $4,341 for finance leases for the fiscal year ended June 29, 2025. As of June 29, 2025, there were no deferred payments remaining.
Other supplemental cash flow information related to leases was as follows:
Fiscal Year Ended
June 28, 2026 June 29, 2025
Supplemental Cash flow Information:
Operating Cash Flows from landlord contributions $ 3,456 $ 10,519
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 —
Other Non-cash Lease activities(1):
Lease liabilities arising from operating lease assets 34,046 75,336
Lease liabilities arising from finance lease assets 7,974 1,008
(1)The change in lease assets is substantially the same as the change in lease liabilities
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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Supplemental balance sheet information related to leases was as follows:
Balance Sheet Location June 28, 2026 June 29, 2025
Operating leases:
ROU Assets Operating lease right of use assets $ 514,731 $ 588,594
Lease liabilities, Short-term(1) Current obligations of operating lease liabilities 35,053 33,103
Lease liabilities, Long-term Long-term obligations of operating lease liabilities 541,360 606,692
Finance leases:
ROU Assets, net Finance lease right of use assets, net 324,124 507,701
Lease liabilities, Short-term(1) Other current liabilities 1,730 780
Lease liabilities, Long-term Long-term obligations of finance lease liabilities 453,097 683,161
Financing Obligations:
Financing obligation, long-term Long-term financing obligations 457,737 449,215
(1)Lease incentive receivables from landlords of $0 and $3,975 as of June 28, 2026 and June 29, 2025, respectively, are reflected as a reduction of the operating and finance lease liability.
The following table summarizes the weighted average remaining lease term and weighted average remaining discount rate:
Weighted average remaining lease terms in years June 28, 2026 June 29, 2025
Operating leases 17.38 18.26
Finance leases 28.51 29.91
Financing obligations 51.92 52.91
Weighted average discount rate
Operating leases 7.45 % 7.50 %
Finance leases 7.34 % 7.56 %
Financing obligations 9.53 % 9.53 %
The following table summarizes the maturity of our operating leases, finance leases, and financing obligations as of June 28, 2026:
Operating leases Finance leases Financing obligations
2027 $ 73,582 $ 31,856 $ 33,659
2028 79,253 35,766 37,218
2029 67,246 33,199 35,074
2030 57,516 30,583 32,773
2031 58,401 33,628 36,418
Thereafter: 744,682 990,145 3,310,784
Total lease payments 1,080,680 1,155,177 3,485,926
Less: imputed interest (504,267) (700,350) (3,028,189)
Present value of lease liability: $ 576,413 $ 454,827 $ 457,737
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(7) Supplemental Cash Flow Information
The table below presents supplemental cash flow information for each reporting period:
Fiscal Year Ended
June 28, 2026 June 29, 2025 June 30, 2024
Cash paid during the period for:
Interest $ 181,643 $ 175,106 $ 172,403
Income taxes, net of refunds 9,976 2,255 3,501
Noncash investing and financing transactions:
Capital expenditures in accounts payable and accrued expenses 13,437 13,571 24,798
Change in fair value of interest rate swap, net of tax 12 (525) (2,878)
Unsettled treasury stock trade payable 129 — —
Accrual of paid-in-kind dividends on Series A preferred stock 7,099 3,407 —
Excise tax liability accrued on stock repurchases 317 763 2,423
See Note 6 - Leases for supplementary information relating to leasing transactions.
(8) Accounts Payable and Accrued Expenses
As of June 28, 2026 and June 29, 2025, accounts payable and accrued expenses consist of:
June 28, 2026 June 29, 2025
Accounts Payable $ 39,224 $ 33,863
Deferred revenue 19,645 17,804
Taxes and licenses 16,491 16,622
Compensation 16,279 13,677
Interest 15,669 9,164
Customer deposits 14,596 12,811
Insurance 14,416 13,288
Utilities 5,345 5,070
Professional fees 3,116 4,221
Other 9,480 18,668
Total accounts payable and accrued expenses $ 154,261 $ 145,188
(9) Debt
The following table summarizes the Company’s debt structure as of June 28, 2026 and June 29, 2025:
June 28, 2026 June 29, 2025
Term Loan (Maturing September 22, 2032 and bearing variable rate interest; 6.87% and 7.83% at June 28, 2026 and June 29, 2025, respectively) $ 1,197,000 $ 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 June 28, 2026 and June 29, 2025) 100,000 30,000
Other Equipment Loans 11,584 12,674
1,808,584 1,321,790
Less:
Unamortized financing costs (27,282) (10,920)
Current portion of unamortized financing costs 3,617 3,947
Current maturities of long-term debt (13,160) (14,109)
Total long-term debt $ 1,771,759 $ 1,300,708
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As of June 28, 2026, minimum repayments of debt by fiscal year were as follows:
2027 $ 13,160
2028 16,221
2029 13,291
2030 19,912
2031 109,000
Thereafter 1,637,000
$ 1,808,584
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 June 28, 2026, 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 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 Entertainment Corporation 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
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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 June 28, 2026 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 Loans: 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 June 28, 2026.
Interest rate collars: The Company entered into two interest rate collars effective as of March 31, 2023 for an aggregate notional amount 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 matured on March 31, 2026 and are no longer outstanding.
The fair value of the collar agreements as of June 29, 2025 was an asset of $16, and is included within other current assets and other assets in the consolidated balance sheet.
Since SOFR was within the collar cap and floor rates, there was no interest impact on the consolidated statement of operations. During the fourth quarter of fiscal 2026, the interest rate collars reached maturity and expired with a zero fair value, resulting in no income statement, OCI, or cash flow impact.
(10) Income Taxes
Total (loss) income before income taxes consists of:
Fiscal Year Ended
June 28, 2026 June 29, 2025 June 30, 2024
Loss before tax:
U.S. $ (42,491) $ 38,364 $ (115,505)
Foreign 3,037 3,119 3,952
Total (loss) income before tax $ (39,454) $ 41,483 $ (111,553)
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Income tax (benefit) expense consists of the following:
Fiscal Year Ended
June 28, 2026 June 29, 2025 June 30, 2024
Current income tax provision:
Federal $ — $ — $ 369
State and local 5,308 4,225 4,892
Foreign 776 1,531 1,106
Total current provision 6,084 5,756 6,367
Deferred income tax provision:
Federal (8,155) 42,402 (23,156)
State and local (1,726) 3,581 (11,554)
Foreign 120 (234) 371
Total deferred provision (9,761) 45,749 (34,339)
Total income tax (benefit) expense $ (3,677) $ 51,505 $ (27,972)
The provision for income taxes differs from the amount computed by applying the statutory rate to the loss before income taxes primarily due to the changes in the valuation allowance and state and local taxes.
The Company adopted ASU 2023-09 "Income Taxes (Topic 740): Improvements To Income Tax Disclosures" on a prospective basis beginning with the year ended June 28, 2026. See Note 2 - Significant Accounting Policies for further detail. The following table presents required disclosure pursuant to ASU 2023-09 and reconciles the U.S. federal statutory tax amount and rate to the Company’s actual global effective amount and rate for the year ended June 28, 2026:
Amount %
Income tax benefit at U.S. federal statutory rate $ (8,285) 21 %
State and local income tax, net of federal effect
Illinois 1,370 (3) %
Maryland 545 (1) %
Colorado 474 (1) %
California (1,218) 3 %
Other states 1,220 (4) %
Total state and local income tax, net of federal effect 2,391 (7) %
Nontaxable or nondeductible items
Business combination and asset acquisition items, including earnouts (7,147) 18 %
Compensation limited by Section 162(m) 1,294 (3) %
Section 45B FICA tip wage deduction disallowance 928 (2) %
Other permanent differences 840 (2) %
Total nontaxable or nondeductible items (4,085) 10 %
Tax credits
Work opportunity tax credit (996) 3 %
FICA tip credit (4,418) 11 %
Total tax credits (5,414) 14 %
Other 125 — %
Changes in valuation allowances — federal 11,160 (28) %
Foreign tax effects 247 (1) %
Effect of cross-border tax laws — GILTI 133 — %
Effect of changes in tax laws or rates enacted in the current period 51 — %
Income tax benefit and effective tax rate $ (3,677) 9 %
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Prior period amounts reflect the disclosure requirements in effect before the Company's prospective adoption of ASU 2023-09 and have not been recast. The reconciliation of the income tax expense (benefit) for the fiscal years ended June 29, 2025 and June 30, 2024 is as follows:
Fiscal Year Ended
June 29, 2025 June 30, 2024
Federal statutory rate $ 8,695 $ (23,426)
State and local tax net of federal benefit 6,858 (7,689)
Deferred tax asset valuation allowance 56,236 —
Business Combination and asset acquisition items, including earnouts (21,312) 5,643
Compensation limited by section 162(m) of the Internal Revenue Code 2,134 2,242
Other Permanent Differences 1,053 1,015
Foreign tax rate difference 261 324
Tax credit impact (3,148) (2,879)
Other 728 (3,202)
Total income tax expense (benefit) $ 51,505 $ (27,972)
For the fiscal year ended June 28, 2026, the Company’s effective tax rate was increased by disallowed expenses associated with the earnout expense, S162(m) limitations, state and foreign income tax expenses and other items. For the fiscal years ended June 28, 2026 and June 29, 2025, the effective tax rate was favorably impacted by the realization and availability of federal income tax credits totaling approximately $5,414 and $3,148, respectively. These credits were identified in the prior year as the Company developed an appropriate data retrieval process for the current and open tax years. For the fiscal year ended June 28, 2026, the Company’s effective tax rate was impacted by the increase of $13,665 for the partial valuation allowance due to the Company’s review of all positive and negative evidence regarding the realization of a deferred tax asset related to section 163(j) limitation carryforward.
As of June 28, 2026, the Company had a net consolidated income tax receivable of $5,082 reflected in other current assets and a current consolidated income tax payable of $748 reflected in other current liabilities. As of June 29, 2025, the Company had a net consolidated income tax receivable of $1,686 reflected in other current assets, a current consolidated income tax payable of $1,412 reflected in other current liabilities.
In accordance with ASU 2023-09, the following table presents income taxes paid, net of refunds received, disaggregated by federal (national), state and local, and foreign jurisdictions for the fiscal year ended June 28, 2026. Income taxes paid to any individual jurisdiction that represent 5% or more of total income taxes paid, net of refunds received, are presented separately.
Income Taxes Paid (Net of Refunds Received) % of Total Income Taxes Paid (Net of Refunds Received)
Illinois $ 2,732 27 %
Maryland 916 9 %
New Jersey 912 9 %
Florida 713 7 %
Virginia 711 7 %
Colorado 618 6 %
California 554 6 %
Other states 2,411 24 %
Total Income Taxes Paid (Net of Refunds Received) by State 9,567 96 %
Federal — — %
Foreign - Mexico 409 4 %
Total Income Taxes Paid (Net of Refunds Received) $ 9,976 100 %
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The tax effects of temporary differences and carryforwards that give rise to significant components of deferred income tax assets and liabilities consist of:
June 28, 2026 June 29, 2025
Deferred income tax assets:
Reserves not currently deductible $ 27,934 $ 26,296
Finance lease liability 271,905 348,048
R&D Costs (Section 174) — 2,108
Investment in partnership 38,691 39,137
Net operating loss, interest, and tax credit carryforwards 151,792 109,352
Subtotal 490,322 524,941
Less: Valuation allowance 79,704 66,039
Total net deferred income tax assets 410,618 458,902
Deferred income tax liabilities:
Property and equipment $ 121,446 $ 102,313
ROU assets 219,122 285,883
R&D Costs (Section 174) 2,111 —
Favorable and unfavorable leases 28 82
Goodwill and intangibles 10,126 7,139
Total deferred income tax liabilities 352,833 395,417
Net deferred income tax asset (liabilities) $ 57,785 $ 63,485
As of June 28, 2026, the Company has U.S. tax credit carryforwards of $17,647, U.S. federal net operating loss carryforwards (NOLs) of $237,528, U.S. state NOLs carryforwards of $89,197, Foreign NOLs carryforwards of $2,343 and interest carryforward of $320,685. As of June 29, 2025, the Company has U.S. tax credit carryforwards of $12,233, federal NOLs of $137,445, U.S. state NOLs carryforwards of $50,700, foreign NOLs carryforwards of $1,781 and interest carryforward of $267,545. The majority of the tax credits were generated in tax years ended June 30, 2019 and thereafter. The credits have a 20-year federal carryover period and will begin to expire starting in fiscal year 2028. Certain NOL carryforwards are subject to expiration. The interest carryforward and $118,913 of NOL carryforwards do not expire.
Realization of deferred tax assets associated with deductible temporary differences, net operating losses and other carryforwards is dependent on generating sufficient future taxable income. Under Sections 382 and 383 of the Code, the Company’s federal net operating loss carryforwards and other tax attributes may become subject to an annual limitation in the event of certain cumulative changes in the ownership of the Company’s stock. An “ownership change” pursuant to Section 382 of the Code generally occurs if one or more stockholders or group of stockholders who own at least 5% of a company’s stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three year period. The Company’s ability to utilize certain net operating loss carryforwards and other tax attributes to offset future taxable income or tax liabilities may be limited as a result of ownership changes. Similar rules may apply under state laws. It is currently estimated that $23,057 of the Company’s NOLs are subject to limitation due to the changes in ownership that occurred in 2004. The Company has not experienced an ownership change, as defined under Sections 382 and 383, since July 2017.
During the fiscal years ended June 28, 2026 and June 29, 2025, the Company recorded an increase to its valuation allowance of $13,665 and $65,104, respectively, to a deferred tax asset arising from Section 163(j) interest expense limitation carryforwards. This adjustment reflects management’s assessment that, due to a change in operating structure resulting in increased indebtedness and current projections of future taxable income, the disallowed interest expense carryforward is expected to continue to grow. Accordingly, it is not more likely than not that the related deferred tax asset will be realized, and a valuation allowance has been recorded. The valuation allowance of $79,704 as of June 28, 2026 relates to the Section 163(j) interest limitation carryforward, certain state tax losses that are limited, and federal tax credits nearing their expiration date.
As of June 28, 2026 and June 29, 2025, the Company had not recorded an income tax liability on certain undistributed earnings of its foreign subsidiaries. It is expected that these earnings will be permanently reinvested in the operations within the respective country. The Company has not calculated the deferred tax liability that would come due if the earnings were distributed to the U.S., which the Company believes that any deferred tax liability recognized would not be material.
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As of June 28, 2026 and June 29, 2025, the Company had no unrecognized tax benefits recorded, and accordingly no amounts of interest or penalties related to unrecognized tax benefits were recognized in the consolidated statements of operations or accrued in the consolidated balance sheets. The Company filed its FY 2025 income tax return consistent with its request for relief under Treasury Regulation Section 301.9100 to revoke the election out of bonus depreciation on certain qualified property placed in service during the tax year ended July 3, 2022. Because the relief is discretionary, this position remains uncertain unless and until the IRS consents to the requested relief. The position did not reduce FY 2025 income tax, as a result, no unrecognized tax benefit has been recorded with respect to this position. The Company files income tax returns in the U.S. federal jurisdiction and various state, local and foreign jurisdictions, which remain subject to examination for the periods indicated in the Company’s open statutes of limitations.
(11) 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.
(12) Earnouts
There were 11,417,919 and 11,418,291 unvested earnout shares outstanding as of June 28, 2026 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 32,177 of the unvested Earnout Shares are classified as a liability and changes in the fair value of the Earnout Shares in future periods will be 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 13 - Fair Value of Financial Instruments for a summary of changes in the estimated fair value of the earnout shares for the year ended June 28, 2026 and June 29, 2025.
(13) Fair Value of Financial Instruments
Debt
The fair value and carrying value of our debt as of June 28, 2026 and June 29, 2025 are as follows:
June 28, 2026 June 29, 2025
Carrying value $ 1,808,584 $ 1,321,790
Fair value 1,567,317 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 in fiscal years 2026 and 2025.
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Items Measured at Fair Value on a Recurring Basis
The Company holds certain 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 June 28, 2026 and June 29, 2025:
June 28, 2026
Level 1 Level 2 Level 3 Total
Earnout shares $ — $ — $ 2,163 $ 2,163
Total liabilities $ — $ — $ 2,163 $ 2,163
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 earn-out shares was established using a Monte Carlo simulation Model (level 3 inputs). The key inputs into the Monte Carlo simulations as of June 28, 2026 and June 29, 2025 were as follows:
June 28, 2026 June 29, 2025
Expected term in years 0.46 1.46
Expected volatility 55% 50%
Risk-free interest rate 3.92% 3.86%
Stock price $ 7.89 $ 9.31
Dividend yield 3.04% 2.36%
The following table sets forth a summary of changes in the estimated fair value of the Company's Level 3 Earnout liability for the years ended June 28, 2026 and June 29, 2025:
Fiscal Year Ended
June 28, 2026 June 29, 2025
Balance as of beginning of period $ 36,183 $ 137,636
Issuances 13 31
Changes in fair value (34,033) (101,484)
Balance as of end of period $ 2,163 $ 36,183
Items Measured at Fair Value on a Non-Recurring Basis
The Company’s assets measured at fair value on a non-recurring basis subsequent to their initial recognition include assets held for sale. We utilize third party broker estimate of value amounts to record the assets held for sale at their fair value less costs to sell. These inputs are classified as Level 2 fair value measurements.
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.
(14) 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 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:
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•Authorized: 2,000,000,000 shares, with a par value of $0.0001 per share as of June 28, 2026 and June 29, 2025.
•Issued and Outstanding: 80,789,825 shares (inclusive of 1,573,623 shares contingent on certain stock price thresholds but excluding 45,193,723 shares held in treasury) as of June 28, 2026 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 June 28, 2026 and June 29, 2025.
•Issued and Outstanding: 55,519,437 and 58,519,437 shares as of June 28, 2026 and June 29, 2025, respectively.
Preferred stock:
•Authorized: 200,000,000 shares, with a par value of $0.0001 per share as of June 28, 2026 and June 29, 2025.
•Issued and Outstanding: 117,087 as of June 28, 2026 and June 29, 2025.
The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to conversion and voting. Shares of Class B common stock are convertible into an equivalent number of shares (one-for-one) of Class A common stock automatically upon transfer, or upon the earliest to occur of the 15th anniversary of the Closing Date, or terms associated with Thomas F. Shannon, which consists of his death or disability, ceasing to beneficially own at least 10% of the outstanding shares of Class A common stock and Class B common stock or his employment as our CEO for being terminated for cause. Holders of Class B common stock may convert their shares into shares of Class A common stock at any time at their option. Holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to ten votes per share. Any dividends paid to the holders of Class A common stock and Class B common stock will be paid out in cash, property, or shares. On a liquidation event, any distribution to common stockholders is made on a pro rata basis to the holders of the Class A common stock and Class B common stock.
During the year ended June 28, 2026, 3,000,000 shares of Class B Stock were converted into 3,000,000 shares of Class A common stock.
Series A preferred stock
Holders of Preferred Stock have voting rights in certain matters that require vote or consent of holders representing a majority of the outstanding shares of the Preferred Stock. There are no other voting rights associated with the Preferred Stock as long as management holds over 50% of the equity voting power.
Regular dividends on the Preferred Stock 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 the current liquidation preference per share of the Preferred Stock. The initial liquidation preference was $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 fiscal year ended June 28, 2026, $7,099 accumulated dividends were added to the liquidation preference and deemed to be declared and paid in-kind, and dividends in the amount of $7,293 were accumulated on the Preferred Stock. For the fiscal year ended June 29, 2025, $3,407 accumulated dividends were added to the liquidation preference and deemed to be declared and paid in-kind, and dividends in the amount of $6,890 were accumulated on the Preferred Stock.
The Preferred Stock is redeemable if a Fundamental Change occurs and each holder will have the right to require the Company to repurchase such holders’ shares of Preferred Stock or any portion thereof for a cash purchase price. A Fundamental Change includes events such as a person or a group becoming direct or indirect owners of shares of the Company’s Common Stock representing more than 50% of the voting power, consummation of a transaction with which all the Common Stock is exchanged for, converted into, acquired for, or constitutes solely the right to receive cash or other property, Company’s stockholders approve any plan or proposal for the liquidation or dissolution of the Company, or the Company’s Common Stock ceases to be listed on any of the NYSE or The Nasdaq Global Market or The Nasdaq Global Select Market (or any of their respective successors).
The Preferred Stock has conversion options providing (1) the holder the right to submit all, or any whole number of shares that is less than all, of their shares of Preferred Stock pursuant to an Option Conversion and (2) the Company has the right to exercise at its election a Mandatory Conversion settled in Common Stock with the exception of the payment of cash in lieu of any fractional shares following the second anniversary of the initial issue date, if the closing price of the stock exceeds 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during
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any 30 consecutive trading day period. Additionally, the Company may, from time to time, repurchase Preferred Stock in the open market purchases or in negotiated transactions without delivering prior notice to holders of Preferred Stock.
The Company has classified the Preferred Stock as temporary equity as the shares have certain redemption features that are not solely in the control of the Company. The Preferred Stock is not currently redeemable because the deemed liquidation provision is considered a substantive condition that is contingent on the event and it is not currently probable that it will become redeemable.
Stock Dividends
Common stock dividends paid during the fiscal year ended June 28, 2026 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
February 3, 2026 February 20, 2026 March 6, 2026 8,756
May 5, 2026 May 22, 2026 June 5, 2026 8,724
Total quarterly cash dividends 34,507
Dividends paid on vested share-based awards 112
Total dividends paid $ 34,619
(1)Amounts include dividends paid to holders of Series A preferred stock on an as-converted basis. The amounts do not reflect amounts accrued for currently unvested share-based awards.
On August 27, 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 September 22, 2026, to stockholders of record on September 8, 2026.
Shares Repurchase Program
On February 7, 2022, the Company announced that its Board of Directors authorized a share and warrant repurchase program providing for repurchases of up to $200,000 of the Company’s outstanding Class A common stock and warrants 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. Treasury stock purchases are stated at cost and presented as a reduction of equity on the consolidated balance sheets. Repurchases of shares and warrants 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 plan does not require the Company to repurchase any specific number of shares, and the Company may terminate the repurchase plan at any time.
As of June 28, 2026, the remaining balance of the repurchase plan was $56,781. For the fiscal year ended June 28, 2026, 4,325,490 shares of Class A common stock were repurchased for a total of $35,442, for an average purchase price per share of $8.19, and bringing the cumulative total shares repurchased to 45,193,723 for a total of $489,355 at an average per share price of $10.83.
(15) Share-Based Compensation
The Company has three stock plans: the 2017 Stock Incentive Plan (“2017 Plan”), the Lucky Strike Entertainment Corporation 2021 Omnibus Incentive Plan (“2021 Plan”) and the Lucky Strike Entertainment Corporation Employee Stock Purchase Plan (“ESPP”). The stock incentive plans are designed to attract and retain key personnel by providing them the opportunity to acquire equity interest in the Company and align the interest of key personnel with those of the Company’s stockholders.
2017 Plan
The 2017 Plan was approved on September 29, 2017 and is a broad-based plan that provides for the grant of non-qualified stock options to our executives and certain other employees for up to a maximum of 16,316,506 shares (retroactively stated for application of the recapitalization). The 2017 Plan was subsequently amended on January 7, 2020 to 50,581,181 shares (retroactively stated for application of the recapitalization). As of the Closing Date, no additional options are available to be granted under the 2017 Plan. The 2017 Plan was administered by the Board of Directors, which approved grants to individuals, number of options, terms, conditions, performance measures, and other provisions of the award. Awards were generally granted based on the individual’s performance. Stock options granted under the 2017 Plan
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had a maximum contractual term of twelve years from the date of grant, an exercise price not less than the fair value of the stock on the grant date and generally vested over four years in equal quarterly installments for the time-based options and upon occurrence of a liquidity event for the performance-based options.
A summary of the 2017 Plan stock options outstanding at June 28, 2026 and June 29, 2025, and changes during the years then ended is presented below:
Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value
Outstanding at June 30, 2024 19,965,344 $ 7.22 7.51
Exercised - stock (4,082,100) 7.92 $ 11,809
Outstanding at June 29, 2025 15,883,244 $ 7.05 6.51
Exercised - stock (16,317) 3.22 $ 91
Forfeited and canceled (3,428) 3.13
Outstanding at June 28, 2026 15,863,499 $ 7.05 5.52 $ 13,316
Vested as of June 28, 2026 15,863,499 $ 7.05 5.52 $ 13,316
Exercisable as of June 28, 2026 15,863,499 $ 7.05 5.52 $ 13,316
2021 Plan
The 2021 Plan was effective December 14, 2021 and provides for the grant of equity awards to an individual employed by the Company or Subsidiary, a director or officer of the Company or Subsidiary, a consultant or advisor to the Company or an Affiliate or to a prospective employee, director, officer, consultant or director who has accepted an offer of employment or service from the Company. Equity awards include incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, RSUs and other share-based awards granted under the 2021 Plan. Shares to be granted under the 2021 Plan shall be not more than 26,446,033 shares of common stock, subject to an annual increase on the first day of each calendar year beginning January 1, 2022. As of June 28, 2026, the Company had 35,883,049 shares of common stock authorized under the 2021 Plan. The Compensation Committee of the Board of Directors or subcommittee thereof, administers the 2021 Plan. The Compensation Committee may delegate all or any portion of its responsibilities and powers to any person(s) selected by it, except for grants of Awards to persons who are non-employee members of the Board or are otherwise subject to Section 16 of the Exchange Act. Any such delegation may be revoked by the Committee at any time. The Board may at any time and from time to time grant awards and administer the 2021 Plan with respect to such awards. In any such case, the Board shall have all the authority granted to the Compensation Committee under the 2021 Plan. The Compensation Committee approves grants to individuals, number of options, terms, conditions, performance measures, and other provisions of the award. Stock options granted under the 2021 Plan have a maximum contractual term of ten years from the date of grant, unless trading is prohibited by the Company’s insider-trading policy or a Company-imposed blackout period, in which case the terms shall be extended automatically, and an exercise price not less than the fair value of the stock on the grant date. The manner and timing of vesting and expiration are determined by the Compensation Committee.
The Company issued unvested stock options to certain employees. The unvested stock options vest based on a service condition. The average expected life represents the weighted average period of time that options granted are expected to be outstanding. The following table presents the significant assumptions used in the Black-Scholes model with the following range of weighted average assumptions for options granted in the fiscal years ended June 28, 2026 and June 29, 2025:
June 28, 2026 June 29, 2025
Expected term in years 10.00 10.00
Interest rate 4.12 % 4.31 %
Volatility 45.0 % 50.0 %
Dividend yield 2.65 % 2.12 %
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A summary of stock options outstanding under the 2021 Plan at June 28, 2026 and June 29, 2025, and changes during the period then ended is presented below:
Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value
Outstanding at June 30, 2024 9,153,103 $ 13.91 7.83
Granted 509,622 10.38
Settled - cash (773,753) 10.51
Forfeited and cancelled (53,300) 15.59
Outstanding at June 29, 2025 8,835,672 $ 13.99 6.94
Granted 482,996 8.92
Forfeited and cancelled (471,916) 13.84
Outstanding at June 28, 2026 8,846,752 $ 13.72 6.03 $ —
Vested as of June 28, 2026 5,368,633 $ 12.66 5.92 $ —
Exercisable as of June 28, 2026 5,368,633 $ 12.66 5.92 $ —
The Company issued RSUs to employees and board members that vest based on service conditions (Service based RSUs). The Company measures the grant-date fair value based on the price of the Company's shares on the grant date. The following table presents a summary of RSUs subject to time-based service conditions and changes during the period then ended as of June 28, 2026 and June 29, 2025:
Number of Units Weighted Average Grant Date Fair Value Per Share
Outstanding at June 30, 2024 676,064 $ 11.44
Granted 471,474 10.66
Vested (393,393) 10.95
Forfeited (56,781) 11.57
Outstanding at June 29, 2025 697,364 $ 11.18
Granted 555,609 8.87
Vested (360,201) 11.47
Forfeited (163,148) 10.26
Outstanding at June 28, 2026 729,624 $ 9.48
The Company issued earnout RSUs to employees that vest upon the achievement of market conditions with a 5-year expiration date (Earnout RSUs). The fair value of the earnout RSUs was determined based on a Monte-Carlo simulation method reflecting those market conditions, and the Company recognizes compensation expense evenly over the derived 5-
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year service period. The following table presents a summary of the earnout RSUs subject to market conditions and changes during the period then ended as of June 28, 2026 and June 29, 2025:
Number of Units Weighted Average Grant Date Fair Value Per Share
Outstanding at June 30, 2024 43,465 $ 7.86
Forfeited (3,545) 7.86
Outstanding at June 29, 2025 39,920 $ 7.86
Forfeited (7,743) 7.86
Outstanding at June 28, 2026 32,177 $ 7.86
The Company issued RSUs to employees that vest based upon the achievement of market and service conditions (market and service based RSUs). The fair value of those RSUs was determined using a Monte-Carlo simulation method reflecting those market conditions. The following table presents a summary those RSUs subject to market and service conditions, and changes during the period then ended as of June 28, 2026 and June 29, 2025:
Number of Units Weighted Average Grant Date Fair Value Per Share
Outstanding at June 30, 2024 243,379 $ 7.48
Granted 509,861 15.07
Vested (183,075) 6.64
Forfeited (19,300) 11.85
Outstanding at June 29, 2025 550,865 $ 14.63
Granted 624,555 12.93
Vested (2,250) 8.50
Cancelled - market condition not achieved (301,544) 14.18
Outstanding at June 28, 2026 871,626 $ 13.58
As of June 28, 2026, the total share-based compensation cost not yet recognized is as follows:
Award Plan Unrecognized Compensation Cost Weighted Average Remaining Period of Recognition
Stock options 2021 Plan $ 6,725 1.82
Service based RSUs 2021 Plan 4,405 1.64
Market and service based RSUs 2021 Plan 8,634 2.19
Earnout RSUs 2021 Plan 24 0.46
ESPP ESPP 213 0.50
Total unrecognized share-based compensation cost $ 20,001 1.95
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Share-based compensation recognized in the consolidated statements of operations is as follows:
Fiscal Year Ended
Award Plan June 28, 2026 June 29, 2025 June 30, 2024
Stock options 2021 Plan $ 5,688 $ 9,486 $ 8,702
Service based RSUs 2021 Plan 4,151 4,478 4,062
Market and service based RSUs 2021 Plan 2,500 1,967 482
Earnout RSUs 2021 Plan 7 48 40
Other stock-based awards & settlements (1) 2021 Plan — 5,249 —
ESPP ESPP 281 404 489
Total share-based compensation expense $ 12,627 $ 21,632 $ 13,775
(1) Consists of the impact of the $21,053 cash settlement of 1,747,434 shares of Class A common stock and 773,753 stock options as part of an employment separation agreement with a long-time executive and Director of the Company during fiscal 2025, which resulted in an equity charge of $16,244 within Additional paid-in capital and share-based compensation expense within Selling, general, and administrative expenses of $4,809. The settled Class A common stock and stock options were then cancelled.
ESPP
On December 14, 2021, the Board of Directors approved the ESPP, subject to stockholder approval. The ESPP became effective July 1, 2022, and purchase rights may be granted under the ESPP prior to stockholder approval, but no purchase rights may be exercised unless and until stockholder approval is obtained. The maximum number of shares of the Company’s Class A common stock available for sale under the ESPP shall not exceed an aggregate of 4,926,989 shares, subject to an annual increase on the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2031, equal to the least of (i) 1% of the aggregate number of Shares outstanding on the final day of the immediately preceding calendar year, (ii) 1,753,487 Shares and (iii) such number of shares as is determined by the Board. If the aggregate funds available for purchase of the Shares would cause an issuance of Shares in excess of the Shares then available for issuance under the ESPP, the Committee will proportionately reduce the number of Shares that would otherwise be purchased by each participant to eliminate the excess. Under the ESPP, employees are offered the option to purchase discounted shares of Class A common stock during offering periods designated by the administrator. Each offering period will be one year commencing each January 1 and ending on December 31 with the exception of the initial offering period, which commenced on July 1, 2022 and will end on December 31, 2022. Shares are purchased on the applicable exercise dates, which is the last trading day of each purchase period. The Company uses the Black-Scholes option pricing model to determine the grant date fair values of ESPP awards.
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(16) Net Loss Per Share
The computation of basic and diluted net loss per Class A and B common share is as follows:
Fiscal Year Ended
June 28, 2026 June 29, 2025 June 30, 2024
Class A Class B Total Class A Class B Total Class A Class B Total
Numerator
Net loss allocated to common stockholders $ (26,146) $ (19,358) $ (45,504) $ (11,233) $ (7,837) $ (19,070) $ (56,239) $ (36,016) $ (92,255)
Denominator
Weighted-average common shares outstanding 78,508,329 58,123,833 136,632,162 83,881,970 58,519,437 142,401,407 92,257,834 59,081,800 151,339,634
Net loss per share, basic and diluted $ (0.33) $ (0.33) $ (0.33) $ (0.13) $ (0.13) $ (0.13) $ (0.61) $ (0.61) $ (0.61)
The following potentially dilutive securities were excluded from the diluted per share calculations because their effect would have been antidilutive: convertible Preferred Stock, service-based RSUs, market- and service-based RSUs, stock options, and shares purchasable under our ESPP. The table below presents the related incremental shares — the additional shares that would have been added to the diluted weighted-average denominator, not the gross shares underlying each instrument:
Fiscal Year Ended
June 28, 2026 June 29, 2025 June 30, 2024
Class A Class B Total Class A Class B Total Class A Class B Total
Service based RSUs 113,040 — 113,040 697,364 — 697,364 676,064 — 676,064
Market and service based RSUs 564,198 — 564,198 500,141 — 500,141 191,325 — 191,325
Stock options 12,446 3,122,816 3,135,262 48,205 5,505,461 5,553,666 1,635,453 6,203,400 7,838,853
ESPP 72,529 — 72,529 98,295 — 98,295 66,841 — 66,841
Series A preferred stock (as-converted) 10,271,314 — 10,271,314 9,752,160 — 9,752,160 10,831,916 — 10,831,916
Total 11,033,527 3,122,816 14,156,343 11,096,165 5,505,461 16,601,626 13,401,599 6,203,400 19,604,999
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(17) 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 (loss) income, as reported on our 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 Consolidated Statements of Operations.
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