For a discussion of our “Legal Proceedings,” refer to Note 5 to our Consolidated Condensed Financial Statements located elsewhere in this Quarterly Report on Form 10-Q and Note 8 to our Consolidated Financial Statements included in the 2025 Annual Report. Cautionary Statements Regarding Forward-Looking Information This report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements regarding our strategies, objectives and plans for future development or acquisitions of properties or operations, as well as expectations, future operating results, trends and other information that is not historical information. When used in this report, the terms or phrases such as “anticipates,” “believes,” “projects,” “plans,” “intends,” “expects,” “might,” “may,” “estimates,” “could,” “should,” “would,” “will likely continue,” and variations of such words or similar expressions and their negative forms are intended to identify forward-looking statements. These statements are made on the basis of management’s current views and assumptions regarding future events. Forward-looking statements are based upon certain underlying assumptions, including any assumptions mentioned with the specific statements, as of the date such statements were made. Such assumptions are in turn based upon internal estimates and analyses of market conditions and trends, management plans and strategies, economic conditions and other factors. Such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control, and are subject to change. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend upon future circumstances that may not occur. Actual results and trends may differ materially from any future results, trends, performance or achievements expressed or implied by such statements. Forward-looking statements speak only as of the date they are made, and we assume no duty to update forward-looking statements. Forward-looking statements should not be regarded as a representation by us or any other person that the forward-looking statements will be achieved. Undue reliance should not be placed on any forward-looking statements. Some of the contingencies and uncertainties to which any forward-looking statement contained herein are subject include, but are not limited to, the following: •risks related to the Merger, including, but not limited to: (a) risks related to the combination of the Company and Fertitta Gaming and the integration of their respective businesses and assets; (b) the inability to consummate the proposed transaction within the anticipated time period, or at all, due to any reason, including the failure to obtain stockholder approval to adopt the Merger Agreement, the failure to obtain required regulatory approvals for the proposed transaction or the failure to satisfy the other conditions to the consummation of the proposed transaction; (c) the risk that the financing required to fund the proposed transaction is not obtained on the terms anticipated or at all; (d) potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction, such as the ability of the Company to maintain relationships with its customers, suppliers and others with whom it does business; (e) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the proposed transaction and instituted against the Company and/or its directors, executive officers or other related persons; (f) the possibility that the anticipated benefits of the proposed transaction, including cost savings and expected synergies, are not realized when expected or at all, including as a result of the impact of, or issues arising from, the integration of the two companies; (g) conditions imposed on the companies in order to obtain required regulatory approvals; (h) uncertainties in the global economy and credit markets and its potential impact on Fertitta Gaming’s ability to finance the proposed transaction; (i) the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (j) disruption of the Company’s current plans and operations or diversion of management’s attention from ongoing business operations and opportunities; (k) the ability to retain and hire certain key employees of the Company; (l) risks associated with increased leverage from the proposed transaction; (m) changes in the value of the Company’s common stock between the date of the Merger Agreement and the closing of the proposed transaction or that the Company’s stock price may decline significantly if the proposed transaction is not consummated; (n) competitive responses to the proposed transaction; (o) legislative, regulatory and economic developments; (p) uncertainties as to the timing of the consummation of the proposed transaction and the ability of each party to consummate the proposed transaction; (q) the risk that the Merger Agreement may be terminated in circumstances requiring the Company to pay a termination fee; (r) the effect of the announcement of the proposed transaction on the Company’s operating results and business generally; (s) other factors that could affect the Company’s business such as, without limitation, changes in national, regional and local economic and market Table of Contents 43 conditions, legislative and regulatory matters, increases in gaming taxes and fees in the jurisdictions in which we operate, litigation, increased competition, reliance on key personnel, our ability to comply with covenants in our debt instruments, terrorist incidents, natural disasters, severe weather conditions (including weather or road conditions that limit access to our properties), the effects of environmental and structural building conditions, the effects of disruptions to our information technology and other systems and infrastructure and factors affecting the gaming, entertainment and hospitality industries generally; (t) other risks to consummation of the proposed transaction, including the risk that the proposed transaction will not be consummated within the expected time or at all; •our sensitivity to reductions in discretionary consumer spending as a result of downturns in the economy and other factors outside our control; •projections of future results of operations or financial condition; •expectations regarding our business and results of operations of our existing casino properties and prospects for future development; •the impact of economic trends, inflation, and public health emergencies on our business and financial condition; •expectations regarding trends that will affect our market and the gaming industry generally, including expansion of internet betting and gaming, and the impact of those trends on our business and results of operations; •our ability to comply with the covenants in the agreements governing our outstanding indebtedness and leases; •our ability to meet our projected debt service obligations, operating expenses, and maintenance capital expenditures; •expectations regarding availability of capital resources; •our intention to pursue development opportunities and additional acquisitions and divestitures; •our ability to complete dispositions and divestitures and effectively reinvest the proceeds thereof; •the ability to identify suitable acquisition opportunities and realize growth and cost synergies from any future acquisitions; •the impact of regulation on our business and our ability to receive and maintain necessary approvals for our existing properties, future projects and the operation of our online sportsbook, poker and iGaming applications; •the effect of disruptions or corruption to our information technology and other systems and infrastructure; •potential compromises of our information systems or unauthorized access to confidential information and customer data; •the impact of the Data Incident (as defined in the 2025 Annual Report) and any other future cybersecurity breaches on our business, financial conditions and results of operations; •factors impacting our ability to successfully operate our digital betting and iGaming platform and expand its user base; •our ability to adapt to the very competitive environments in which we operate, including the online market; •the impact of win rates and liability management risks on our results of operations; •our reliance on third parties for strategic relationships and essential services; •costs associated with investments in our online offerings and technological and strategic initiatives; •risk relating to fraud, theft and cheating; •our ability to collect gaming receivables from our credit customers; •the impact of our substantial indebtedness and significant financial commitments, including our obligations under our lease arrangements; •restrictions and limitations in agreements governing our debt and leased properties could significantly affect our ability to operate our business and our liquidity; •financial, operational, regulatory or other potential challenges that may arise as a result of leasing of a number of our properties; •the impact of governmental regulation on our business and the cost of complying or the impact of failing to comply with such regulations; •changes in gaming taxes and fees in jurisdictions in which we operate; •risks relating to pending claims or future claims that may be brought against us; •changes in interest rates and capital and credit markets; •the effect of seasonal fluctuations; •our particular sensitivity to energy and water prices; •deterioration in our reputation or the reputation of our brands; Table of Contents 44 •our reliance on information technology, particularly for our digital business; •our ability to protect our intellectual property rights; •our reliance on licenses to use the intellectual property of third parties and our ability to renew or extend our existing licenses; •the effects of war, terrorist activity, acts of violence, natural disasters and other catastrophic events; •increased scrutiny and changing expectations regarding our environmental, social and governance practices and reporting; •our reliance on key personnel and the intense competition to attract and retain management and key employees in the gaming industry; •work stoppages and other labor problems; •our ability to secure and retain performers and other entertainment offerings on acceptable terms; and •other factors described in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in this Quarterly Report on Form 10-Q, our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q filed with the SEC. In light of these and other risks, uncertainties and assumptions, the forward-looking events discussed in this report might not occur. These forward-looking statements speak only as of the date on which this statement is made, even if subsequently made available on our website or otherwise, and we do not intend to update publicly any forward-looking statement to reflect events or circumstances that occur after the date on which the statement is made, except as may be required by law. You should also be aware that while we, from time to time, communicate with securities analysts, we do not disclose to them any material non-public information, internal forecasts or other confidential business information. Therefore, you should not assume that we agree with any statement or report issued by any analyst, irrespective of the content of the statement or report. To the extent that reports issued by securities analysts contain projections, forecasts or opinions, those reports are not our responsibility and are not endorsed by us.