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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion of our results of operations and financial condition should be read together with the other financial information and consolidated financial statements included in this Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from the results anticipated in the forward-looking statements as a result of a variety of factors, including those discussed in Part I, Item 1A. “Risk Factors” and elsewhere in this Annual Report on Form 10-K. The results of operations for the periods reflected herein are not necessarily indicative of results that may be expected for future periods. Full House Resorts, Inc., together with its subsidiaries, may be referred to as “Full House,” the “Company,” “we,” “our” or “us.”

Executive Overview

Headquartered in Las Vegas, Nevada, we have gaming operations domestically in Nevada, Colorado, Illinois, Indiana, and Mississippi. Our primary business is the ownership and/or operation of casino and related hospitality and entertainment facilities, which includes offering, among other amenities, casino gambling, hotel accommodations, dining, golf, RV camping, sports betting, entertainment and retail outlets.

The following table identifies our segments, along with properties and their locations as of December 31, 2025:

​ ​ ​

Segments and Properties ​ Locations

Midwest & South ​ ​

Rising Star Casino Resort (“Rising Star”) Rising Sun, IN (near Cincinnati)

West* ​ ​

Contracted Sports Wagering ​ ​

Three idle sports wagering websites (“skins”) ​ Colorado

One active sports wagering website (“skin”) ​ Illinois

__________

* On April 1, 2025, we completed our sale of Stockman’s Casino.

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We currently operate six casinos: five on real estate that we own or lease, and one located within a hotel owned by a third party. Additionally, we currently benefit from two active sports wagering websites (referred to as skins), one in Indiana and one in Illinois. The sports skin in Illinois has significantly greater value than each of the sports skins in Indiana and Colorado due to the larger population of Illinois and fewer permitted sports skins.

In February 2023, we opened our temporary American Place facility. We have begun the design work for the permanent gaming facility that we plan to build on adjoining land.

In October 2024, we completed the phased opening of Chamonix, our newest property, located adjacent to our existing Bronco Billy’s Casino.

In April 2025, we completed the sale of Stockman’s to a privately-owned company.

In July 2025, we agreed with an operator to extend its use of our active sports wagering skin in Indiana through December 2031, and such operator fully prepaid its remaining term for the Indiana skin.

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Our financial results are dependent upon the number of patrons that we attract to our properties and the amounts those guests spend per visit. While we provide credit at some of our casinos where permitted by gaming regulations, most of our revenues are cash-based, through customers wagering with cash or paying for non-gaming services with cash or credit cards. Our revenues are primarily derived from slot machines, but also include other gaming activities, including table games, keno and sports betting. In addition, we derive a significant amount of revenue from our hotels and our food and beverage outlets. We also derive revenues from our golf course and ferry boat service at Rising Star, our RV parks owned at Rising Star and managed at Silver Slipper (through August 2025), and retail outlets and entertainment. We often provide hotel rooms, food and beverages, entertainment, ferry usage, and golf privileges to customers on a complimentary basis; the value of such services is included as revenue in those categories, offset by contra-revenue in the casino revenue category. As a result, the casino revenues in our financial statements reflect patron gaming wins and losses, reduced by the retail value of complimentary services, the value of free play provided to customers, the value of points earned by casino customers that can be redeemed for services or free play, and adjustments for certain progressive jackpots offered by the Company.

We set minimum and maximum betting limits for our slot machines and table games based on market conditions, customer demand and other factors. Our gaming revenues are derived from a broad base of guests that includes both high- and low-stakes players. At Silver Slipper, our on-site sports book operations are in partnership with a company specializing in race and sports betting. At Rising Star, Chamonix/Bronco Billy’s (through June 2025), and American Place, we have contracted with other companies to operate our online sports wagering skins under their own brands in exchange for a percentage of revenues, as defined, subject to annual minimum amounts; the same company that utilizes our online sports skin in Illinois also operates our on-site sports book at American Place. Our operating results may also be affected by, among other things, overall economic conditions affecting the disposable income of our guests, weather conditions affecting access to our properties, achieving and maintaining cost efficiencies, taxation and other regulatory changes, and competitive factors, including but not limited to, additions and improvements to the competitive supply of gaming facilities, as well as pandemics and similar widespread health emergencies.

We may experience significant fluctuations in our quarterly operating results due to seasonality, variations in gaming hold percentages, and other factors. Consequently, our operating results for any quarter, especially contrasted with different seasonal quarters, are not necessarily comparable. Results for any particular quarter or year may not be indicative of future periods’ results.

Our market environment is highly competitive and capital-intensive. Nevertheless, there are significant restrictions and barriers to entry vis-à-vis opening new casinos in most of the markets in which we operate. We rely on the ability of our properties to generate operating cash flow to pay interest, repay debt, and fund maintenance and certain growth-related capital expenditures. We continuously focus on improving the operating margins of our existing properties through a combination of revenue growth and expense management. We also assess growth and development opportunities, which include capital investments at our existing properties, the development of new properties, and the acquisition of existing properties.

Recent Developments

Stockman’s Sale. On August 28, 2024, we entered into an agreement to sell the operating assets of Stockman’s for aggregate cash consideration of $9.2 million, plus certain working capital adjustments at closing. The asset sale was completed in two phases: the sale of Stockman’s real property for $7.0 million, which closed in the second half of 2024 at a $1.9 million gain; and the sale of certain remaining operating assets for $2.2 million, which closed on April 1, 2025 at a $0.2 million loss. Accordingly, as of April 1, 2025, we no longer own or operate Stockman’s Casino.

Extension of Contracted Sports Wagering Agreement in Indiana. In January 2025, we received notice that our contracted sports betting operator in Colorado and Indiana was discontinuing its operations in those states, to be effective in June 2025 and December 2025, respectively. In July 2025, such operator reversed its decision to discontinue its Indiana operations and fully prepaid its remaining term for the Indiana skin through December 2031 for a negotiated fee of $1.5 million.

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Progress Toward Construction of the Permanent American Place Facility. In September 2025, the Waukegan City Council unanimously approved our revised site plans. Our architects are also nearing completion of working drawings for the building’s foundation. With these drawings, we will seek building permits and begin construction, anticipated in March or April 2026. Foundation work, while not cost intensive, requires several months to complete. By starting construction now, funding it with internal sources, we believe we can accelerate the opening of the permanent casino, anticipated in approximately 18 to 24 months. A bill was also recently introduced in the Illinois legislature to extend the date that our temporary American Place casino is permitted to operate by 18 months beyond August 2027. This bill, if passed, will ensure that there will be no gap in tax revenue or employment prior to the opening of our permanent casino facility. We received a similar extension in 2023 when our project was delayed due to a lawsuit from a competitor. Such lawsuit was resolved in January 2025.

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Key Performance Indicators

We use several key performance indicators to evaluate the operations of our properties. These key operating measures are presented as supplemental disclosures because management uses these measures to better understand period-over-period fluctuations in our casino and hotel operating revenues and as a measure of our performance. These key performance indicators include the following and are disclosed in our discussions, where applicable, for certain jurisdictions on segment performance:

Gaming revenue indicators:

Slot coin-in is the gross dollar amount wagered in slot machines and table game drop is the total amount of cash or credit exchanged into chips at table games for use by our customers. Slot coin-in and table game drop are indicators of volume, and are monitored on a consolidated basis in relation to slot and table game win. Such metrics can be influenced by marketing activity and are not necessarily indicative of profitability trends.

Slot win is the difference between customer wagers and customer winnings on slot machines. Table game hold is the difference between the amount of money or markers exchanged into chips and customer winnings paid. Slot win and table game hold percentages represent the relationship between slot win and coin-in and table game win and drop. Both the slot win and table game hold percentages are monitored on a consolidated basis in our evaluation of Company performance.

Room revenue indicators:

Hotel occupancy rate is an indicator of the utilization of our available rooms. Complimentary room sales, or the retail value of accommodations furnished to customers on a complimentary basis, are included in the calculation of the hotel occupancy rate.

Adjusted EBITDA, Adjusted Segment EBITDA, Adjusted Segment EBITDA Margin and Adjusted Property EBITDA:

Management uses Adjusted EBITDA as a measure of our performance. For a description of Adjusted EBITDA, see “Non-GAAP Financial Measure.” We utilize Adjusted Segment EBITDA as the measure of segment profitability in assessing performance and allocating resources at the reportable segment level. For information regarding our operating segments, see Note 12 to the consolidated financial statements set forth in Part II, Item 8. “Financial Statements and Supplementary Data.” Additionally, we use Adjusted Segment EBITDA Margin, which is calculated by dividing Adjusted Segment EBITDA by the segment’s total revenues.

Adjusted Property EBITDA is defined as earnings before interest and other non-operating income (expense), taxes, depreciation and amortization, preopening expenses, impairment charges, asset write-offs, recoveries, gain (loss) from asset sales and disposals, project development and acquisition costs, non-cash share-based compensation expense, and corporate-related costs and expenses that are not allocated to each property.

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Results of Operations ─ 2025 Compared to 2024

Consolidated operating results

The following tables summarize our consolidated operating results for the years ended December 31, 2025 and 2024:

​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ Year Ended ​ ​ ​

(In thousands, except percentages) ​ December 31, ​ Increase /

Other ​ ​ 50 ​ ​ — ​ N.M.

__________

N.M. Not meaningful.

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​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ Year Ended ​ ​ ​

(In thousands, except percentages) ​ December 31, ​ Increase /

Casino revenues ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Non-casino revenues, net ​ ​ ​ ​ ​ ​ ​ ​ ​

​

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​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ Year Ended ​ ​

(In thousands, except percentages) December 31, ​ Increase /

Slot hold percentage(2) ​ 7.6 % ​ ​ 7.6 % ​ — pts

Table game hold percentage(2) ​ 17.9 % ​ ​ 17.9 % ​ — pts

__________

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The following discussion is based on our consolidated financial statements for the years ended December 31, 2025 and 2024.

Revenues. Consolidated total revenues increased by 3.5% (or $10.3 million) in 2025. Such increase was primarily due to growth at our two newer properties, American Place and Chamonix, where operations continue to ramp up. This increase was partially offset by the sale of Stockman’s Casino in April 2025 and renovation-related disruptions at the Hyatt Lake Tahoe, which houses our Grand Lodge Casino.

Operating expenses. Consolidated operating expenses increased by 3.4% (or $9.9 million) in 2025, primarily due to the ramp-up of operations mentioned above at American Place and Chamonix, which resulted in increased casino and selling, general and administrative expenses. At American Place, casino expenses rose $6.6 million compared to the prior year, largely due to costs associated with increased volumes. At Chamonix, selling, general and administrative expenses increased $4.7 million due to its phased opening and fewer operating amenities for much of the prior year.

See further information within our reportable segments described below.

Interest expense, net. Interest expense, net, consists of the following:

​ ​ ​ ​ ​ ​ ​

​ ​ Year Ended

(In thousands) ​ December 31,

Amortization of debt issuance costs and discounts/premiums ​ 2,963 ​ 2,987

Capitalized interest ​ (884) ​ (1,114)

Interest income and other ​ ​ (248) ​ ​ (763)

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The decrease in net interest expense for 2025 was primarily due to reductions in interest rates applied to the revolving credit facility than in the prior year. Offsetting some of the decrease was a reduction in capitalized interest, as Chamonix’s phased opening was completed in October 2024. Additionally, as we invested cash into Chamonix’s construction, our cash balances were lower during 2025, resulting in reduced interest income.

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Income taxes. Our effective income tax rates for the years ended December 31, 2025 and 2024 were (1.3%) and (0.5%), respectively. Our tax rates differ from the statutory rate of 21.0%, primarily due to the effects of changes in our valuation allowance, state taxes, and items that are permanently treated differently for GAAP and tax purposes. During 2025, we continued to provide a valuation allowance against our deferred tax assets (“DTAs”), net of any available deferred tax liabilities, as applicable, based on our analysis of the timing of reversal of such deferred taxes. For 2025, the valuation allowance was $49.0 million, compared to $35.6 million for 2024. In future years, if it is determined that we meet the “more likely than not” threshold of utilizing our DTAs, then we may reverse some or all of our valuation allowance against our DTAs.

We do not expect to pay any federal income taxes or receive any federal tax refunds related to our 2025 results. Similarly, we do not expect to pay income taxes related to any states the Company operates in. Any future federal taxable income is expected to result in the utilization of our net operating loss carryforwards, which can be used to offset 80% of taxable income. Due to the level of uncertainty regarding sufficient prospective income as measured under GAAP, we maintain a valuation allowance against our DTAs, as mentioned above. See Note 9 to the consolidated financial statements set forth in Part II, Item 8. “Financial Statements and Supplementary Data” for a more detailed discussion.

In July 2025, new U.S. tax legislation (“H.R. 1”) was signed into law, which makes permanent many of the tax provisions enacted in 2017, as part of the Tax Cuts and Jobs Act, that were set to expire at the end of 2025. In addition, H.R. 1 makes changes to certain U.S. corporate tax provisions, but many are generally not effective until 2026. We are still in the process of evaluating the new tax legislation, but we do not expect it to have a material impact on the results of our operations.

Operating Results — Reportable Segments

We manage our casinos based primarily on geographic regions within the United States and type of income. For more information, please refer to our earlier discussion within the “Executive Overview” section.

The following table presents detail by segment of our consolidated revenues and Adjusted EBITDA (see “Non-GAAP Financial Measure” for more information). Additionally, management uses Adjusted Segment EBITDA as its measure of segment profitability in accordance with GAAP.

​ ​ ​ ​ ​ ​ ​ ​ ​ ​

(In thousands, except percentages) ​ Year Ended ​ ​ ​

​ ​ December 31, ​ Increase /

Revenues ​ ​ ​ ​ ​ ​ ​ ​ ​

Contracted Sports Wagering ​ ​ 7,267 ​ ​ 8,791 ​ (17.3) %

Adjusted Segment EBITDA and Adjusted EBITDA ​ ​ ​ ​ ​ ​ ​ ​ ​

Contracted Sports Wagering ​ ​ 6,956 ​ ​ 9,503 ​ (26.8) %

​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Adjusted Segment EBITDA Margin ​ ​ ​ ​ ​ ​ ​ ​ ​

Midwest & South ​ ​ 21.2 % ​ 20.8 % 0.4 pts

West ​ ​ (3.8) % ​ (2.0) % (1.8) pts

Contracted Sports Wagering ​ ​ 95.7 % ​ 108.1 % (12.4) pts

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Midwest & South

Our Midwest & South segment includes Silver Slipper, Rising Star and American Place. Compared to 2024, total revenues in 2025 increased by 5.4% (or $11.8 million), primarily due to the continued ramp-up of operations at American Place. This more than offset modest revenue declines at Silver Slipper, where the property’s new management team has focused on eliminating unprofitable business, and Rising Star.

Casino revenue in 2025 increased by 8.7% (or $14.7 million), largely due to the ramp-up of operations at American Place. Slot revenue rose by 8.6% (or $12.0 million). Table games revenue in 2025 increased by 7.7% (or $2.3 million).

Non-casino revenue declined by 5.7% (or $2.9 million), largely due to decreases in food and beverage revenue at Silver Slipper. Food and beverage revenue declined by 5.1% (or $1.8 million), primarily due to the discontinuation of unprofitable promotional programs at Silver Slipper. Hotel revenues for the segment declined in 2025 by 14.6% (or $1.2 million) due to lower guest volumes at Silver Slipper and Rising Star, as American Place does not currently have a hotel.

Adjusted Segment EBITDA increased by 7.4% (or $3.4 million) from the prior year, benefiting from revenue growth at American Place as mentioned above. Partially offsetting these improvements were an increase in overall advertising activity, additional labor costs related to expanded food options, and a higher average gaming tax rate due to higher casino revenues, all at American Place.

West

Our West segment includes Chamonix, Bronco Billy’s, Grand Lodge, and Stockman’s (until the completion of its sale in April 2025). The market in Cripple Creek, Colorado, is typically seasonal, favoring the summer months. Our Nevada operations have historically been seasonal, with the summer months accounting for a disproportionate share of annual revenues. Additionally, snowfall levels during the winter months can often affect operations, as Grand Lodge is located near several major ski resorts. While Grand Lodge typically benefits from a “good” snow year, resulting in extended periods of operation at the nearby ski areas, excessive snow levels can also result in challenging driving conditions or the closure of roads leading to the property.

Total segment revenues were flat at $63.6 million, reflecting the sale of Stockman’s Casino in April 2025 and renovation-related disruptions at the Hyatt Lake Tahoe, which houses our Grand Lodge Casino. Revenues at our Colorado operations increased by 11.2% (or $5.0 million), from $44.2 million in 2024 to $49.1 million in 2025, reflecting a continued ramp-up of operations at Chamonix.

Casino revenue decreased by 2.8% (or $1.3 million), as the declines mentioned above in our Nevada operations offset increases from a fully-open Chamonix in 2025. Slot revenue declined by 3.9% (or $1.6 million) during 2025, compared to 2024. However, table games revenue improved by 5.8% (or $0.3 million), attributable mostly to expanded table games operations at Chamonix/Bronco Billy’s.

Non-casino revenue improved by 8.5% (or $1.3 million) for 2025. Food and beverage revenues declined by $0.8 million, as we sold Stockman’s in April 2025. Hotel revenues increased by $1.5 million during 2025, reflecting the continuing ramp-up of operations at Chamonix. This hotel revenue increase was attributed to higher average daily room rates at Chamonix. Total occupied room-nights declined to 48,319 room-nights in 2025 from 59,816 room-nights in 2024, as Chamonix’s marketing efforts in 2024 focused on offering lower-priced or complimentary rooms to help build the property’s marketing database and overall awareness. To broaden Chamonix’s appeal, we have recently focused on more targeted marketing campaigns, strengthened our group sales team, expanded our entertainment options, and continued to leverage our extensive amenities.

Adjusted Segment EBITDA declined by 86.6% (or $1.1 million) in 2025, compared to the prior year. Operational improvements at Chamonix were offset by renovation-related impacts at Grand Lodge and the sale of Stockman’s Casino. As the Company’s newest property, Chamonix is early in its expected ramp-up, with operations expected to continue improving in the coming quarters and years. In March 2025, we hired a new general manager to lead our Chamonix and Bronco Billy’s operations, with a focus on profitable revenue growth and reducing inefficiencies. Those efforts led to improved operational efficiency at Chamonix in the second half of 2025 versus the second half of 2024.

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Contracted Sports Wagering

The Contracted Sports Wagering segment consists of our on-site and online sports wagering skins in Colorado, Indiana and Illinois.

In 2025, we had fewer active sports wagering skins than in 2024. As a result, this segment’s revenues declined by 17.3%, from $8.8 million in 2024 to $7.3 million in 2025, and Adjusted Segment EBITDA declined by 26.8%, from $9.5 million to $7.0 million. At December 31, 2025, we had two active skins, compared to three active skins at December 31, 2024.

Corporate

Corporate expenses were $5.5 million and $5.3 million in 2025 and 2024, respectively, reflecting growth in the Company’s operations. This includes the addition of our Chief Marketing Officer in May 2025, among other new hires to our corporate team during the year.

Non-GAAP Financial Measure

“Adjusted EBITDA” is earnings before interest and other non-operating income (expense), taxes, depreciation and amortization, preopening expenses, impairment charges, asset write-offs, recoveries, gain (loss) from asset sales and disposals, project development and acquisition costs, and non-cash share-based compensation expense. Adjusted EBITDA information is presented solely as supplemental disclosure to measures reported in accordance with generally accepted accounting principles in the United States of America (“GAAP”) because management believes this measure is (i) a widely used measure of operating performance in the gaming and hospitality industries and (ii) a principal basis for valuation of gaming and hospitality companies. In addition, a version of Adjusted EBITDA (known as Consolidated Cash Flow) is utilized in the covenants within our credit facility, although not necessarily defined in the same way as above. Adjusted EBITDA is not, however, a measure of financial performance or liquidity under GAAP. Accordingly, this measure should be considered supplemental and not a substitute for net income (loss) or cash flows as an indicator of our operating performance or liquidity.

The following table presents a reconciliation of net loss to Adjusted EBITDA:

​ ​ ​ ​ ​ ​

(In thousands) Year Ended

​ December 31,

Income tax expense ​ 530 ​ ​ 221

Other ​ 50 ​ ​ —

Project development costs ​ 310 ​ ​ 368

Preopening costs ​ — ​ ​ 2,464

Loss on disposal of assets ​ 32 ​ ​ 18

Loss (gain) on sale of Stockman’s, net of impairment ​ 320 ​ ​ (1,926)

Stock-based compensation, net ​ 1,736 ​ ​ 2,873

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The following tables present reconciliations of operating income (loss) to Adjusted Segment EBITDA and Adjusted EBITDA:

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

(In thousands)

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss on ​ ​ ​ ​ Stock- ​ Segment

​ ​ Operating ​ Depreciation ​ Loss on ​ Sale of ​ Project ​ Based ​ EBITDA and

Reporting segments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Contracted Sports Wagering ​ ​ 6,956 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 6,956

Other operations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

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​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

(In thousands)

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Segment

Reporting segments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Other operations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

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Liquidity and Capital Resources

Cash Flows

As of December 31, 2025, we had $40.7 million of cash and equivalents. Over the past several years, we invested in two new casinos (one of which has a hotel) that are now open to the public: the temporary facility at American Place, which opened in February 2023, and Chamonix, which opened in phases between December 2023 and October 2024. Such construction activity is now complete and both operations are in their ramp-up periods.

We estimate that between $10 million and $15 million of cash is used in our day-to-day operations. We believe that current cash balances, together with the available borrowing capacity under our revolving credit facility and cash flows from operating activities, will be sufficient to meet our liquidity and capital resource needs for the next 12 months of operations.

Cash flows – operating activities. On a consolidated basis, cash provided by operations during 2025 was $10.0 million, compared to $13.8 million in 2024. Trends in our operating cash flows tend to follow trends in operating income, excluding non-cash charges, but are also affected by changes in working capital accounts such as receivables, prepaid expenses, and payables. The decrease in our operating cash flows during 2025 compared to 2024 was primarily due to working capital timing differences.

Cash flows – investing activities. On a consolidated basis, cash used in investing activities during 2025 was $10.3 million. At Chamonix, these investments primarily related to the completion of its valet and surface parking lots, as well as modest refurbishments at Bronco Billy’s Casino. At American Place, these investments include the addition of a poker room, as well as the design work for the permanent gaming facility that we plan to build on adjoining land. In 2024, such amount was $45.7 million, primarily related to the construction of Chamonix.

Cash flows – financing activities. On a consolidated basis, cash provided by financing activities during 2025 was $0.8 million, while cash used in financing activities during 2024 was $1.5 million. During 2025, we increased net borrowings from the Credit Facility by $3.0 million.

Other Factors Affecting Liquidity

We have significant outstanding debt and contractual obligations. Our principal debt matures in February 2028. Certain planned capital expenditures designed to grow the Company, such as the permanent American Place facility, are likely to require additional financing and/or temporarily reduce the Company’s ability to repay debt.

Our operations are subject to financial, economic, competitive, regulatory and other factors, many of which are beyond our control. Such future developments are highly uncertain and cannot be accurately predicted at this time.

Long-Term Debt. At December 31, 2025, we had $450.0 million of principal indebtedness outstanding under the Notes, and $30.0 million outstanding under the Credit Facility. We also owe $1.1 million related to our finance lease of a hotel at Rising Star. With the exception of the Credit Facility, all of our debt is at fixed interest rates. See Note 7 to the consolidated financial statements set forth in Part II, Item 8. “Financial Statements and Supplementary Data” for details on our debt obligations.

Long-term Obligation. As required for our gaming licensure at American Place, we continue to accrue for an interest-free “Reconciliation Payment” that will be due to the Illinois Gaming Board (“IGB”) over a long-term basis. At December 31, 2025, we estimate that a total of $56.3 million will be due to the IGB over the course of six years. Of the total amount, a discounted value of $47.8 million has been added to the valuation of our Illinois gaming license, while the remaining $8.5 million is expected to be expensed as imputed interest through the maturity of this obligation. See Note 10 to the consolidated financial statements set forth in Part II, Item 8. “Financial Statements and Supplementary Data” for details.

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Hyatt Option to Purchase our Leasehold Interest and Related Assets. Our lease with the owner of the Hyatt Lake Tahoe to operate the Grand Lodge Casino currently expires on December 31, 2034. In the event of a significant renovation, the lessor may terminate the lease early with six months’ notice, with us retaining Grand Lodge’s personal property at the end of such period. Similar to previous lease arrangements, the lessor also has the ability to purchase our leasehold interest and related casino operating assets at any time prior to lease expiration. See Note 8 to the consolidated financial statements set forth in Part II, Item 8. “Financial Statements and Supplementary Data” for further information about this option and related rental commitments that could affect our liquidity and capital resources.

Capital Investments. In addition to normal maintenance capital expenditures, we expect to make significant capital investments once we commence construction of the permanent American Place facility. While we intend to begin construction on the foundations of the project within the next few months, further construction is not expected to begin until funding for such construction is secured.

American Place ⸺ We were selected by the IGB to develop and operate American Place in Waukegan, Illinois. While the larger permanent facility is under development, we are operating the temporary American Place facility, which opened in February 2023. We expect to internally generate a portion of the needed funds to complete American Place, but we will likely need additional financing. While there is no certainty that we will be able to do so, we intend to arrange such additional funding concurrent with the refinancing of our existing debt. Our existing bonds are currently callable and mature in February 2028. The construction budget for the permanent American Place facility, excluding capitalized interest, is approximately $302 million.

Other Capital Expenditures ⸺ Additionally, we may fund various other capital expenditure projects, depending on our financial resources. Our capital expenditures may fluctuate due to decisions regarding strategic capital investments in new or existing facilities, and the timing of capital investments to maintain the quality of our properties. No assurance can be given that any of our planned capital expenditure projects will be completed or that any completed projects will be successful. Our annual capital expenditures typically include some number of new slot machines and related equipment; to some extent, we can coordinate such purchases to match our resources.

We evaluate projects based on a number of factors, including profitability forecasts, length of the development period, the regulatory and political environment, and the ability to secure the funding necessary to complete the development or acquisition, among other considerations. No assurance can be given that any additional projects will be pursued or completed or that any completed projects will be successful.

Principal Debt Arrangements

See Note 7 to the consolidated financial statements set forth in Part II, Item 8. “Financial Statements and Supplementary Data” for more information.

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Critical Accounting Estimates and Policies

Our consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America. Certain of our accounting policies require that we apply significant judgment in defining the appropriate assumptions for calculating estimates that affect reported amounts and disclosures. By their nature, judgments are subject to an inherent degree of uncertainty, and therefore, actual results may differ from our estimates. We believe the following critical accounting policies affect the most significant judgments and estimates used in the preparation of our consolidated financial statements.

Impairment of Goodwill

At December 31, 2025, the Company’s goodwill totaled $19.5 million. Goodwill is not amortized, but is periodically tested for impairment. We test our goodwill for impairment annually during the fourth quarter or when a triggering event occurs. The impairment loss recognized is the amount by which the carrying amount exceeds the fair value. Tests of goodwill start with a qualitative assessment to determine whether it is necessary to perform a quantitative test. Items that are considered in the qualitative assessment include, but are not limited to, the following: macroeconomic conditions, industry and market conditions and overall financial performance. If the results of the qualitative assessment indicate it is “more likely than not” that a reporting unit’s carrying value exceeds its fair value, or if the Company elects to bypass the qualitative assessment, then a quantitative test is performed.

For goodwill, if quantitative tests are performed, the Company estimates the fair value of the reporting unit utilizing the income approach (discounted cash flow method).

The determination of fair value under the income approach requires the use of significant estimates, including expected revenue growth rates, EBITDA margins, and discount rates, to determine the estimated fair value. Changes in the assumptions can materially affect these estimates. Thus, to the extent that gaming volumes deteriorate in the future, discount rates increase significantly, or reporting units do not meet projected performance, the Company could have impairment losses in the future and such amounts could be material. These tests for impairment are performed annually during the fourth quarter or when a triggering event occurs.

Any impairment charges incurred are not reversed if a subsequent evaluation concludes a higher valuation than the carrying value. For further discussion of goodwill, see Note 2 and Note 5 to the consolidated financial statements set forth in Part II, Item 8. “Financial Statements and Supplementary Data.”

Recently Issued Accounting Pronouncements Not Yet Adopted

See Note 2 to the consolidated financial statements set forth in Part II, Item 8. “Financial Statements and Supplementary Data” for a discussion of recently issued accounting pronouncements not yet adopted.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

As a smaller reporting company during the year ended December 31, 2025, as defined by Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this Item.

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Item 8. Financial Statements and Supplementary Data.

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​ ​

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Financial Statements: Page

Notes to Consolidated Financial Statements: 60

​ Note 1 ​ Organization 60

​ Note 3 ​ Disposition 68

​ Note 4 ​ Property and Equipment, Net 69

​ Note 5 ​ Goodwill and Other Intangibles 69

​ Note 6 ​ Other Accrued Liabilities 71

​ Note 7 ​ Long-Term Debt and Subsequent Event 72

​ Note 8 ​ Leases 74

​ Note 9 ​ Income Taxes 78

​ Note 10 ​ Commitments and Contingencies 80

​ Note 11 ​ Stock-Based Compensation 81

​ Note 12 ​ Segment Reporting 84

​

​

​

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

​

To the Stockholders and the Board of Directors of Full House Resorts, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Full House Resorts, Inc. and subsidiaries (the Company) as of December 31, 2025, the related consolidated statements of operations, stockholders’ equity and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

We also have 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 December 31, 2025, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 16, 2026 expressed an unqualified opinion thereon.

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 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 the financial statements are free of material misstatement, whether due to error or fraud. Our audit 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 audit 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 audit provides 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 the critical audit matter does not alter in any way our opinion on the consolidated 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.

​

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​ ​ ​

​ ​ Valuation of Goodwill – Bronco Billy’s Casino

​

/s/ Ernst & Young LLP

​

We have served as the Company’s auditor since 2025.

Las Vegas, Nevada

March 16, 2026

​

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

​

To the Stockholders and the Board of Directors of Full House Resorts, Inc.

​

Opinion on Internal Control Over Financial Reporting

​

We have audited Full House Resorts, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Full House Resorts, Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

​

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2025, the related consolidated statements of operations, stockholders’ equity and cash flows for the year ended December 31, 2025, and the related notes and our report dated March 16, 2026 expressed an unqualified opinion thereon.

​

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 Annual 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.

​

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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.

​

/s/ Ernst & Young LLP

​

Las Vegas, Nevada

March 16, 2026

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

​

To the Stockholders and the Board of Directors of Full House Resorts, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Full House Resorts, Inc. and subsidiaries (the “Company”) as of December 31, 2024, the related consolidated statements of operations, stockholders’ equity, and cash flows, for the year ended December 31, 2024, 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 December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

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 audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (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 the financial statements are free of material misstatement, whether due to error or fraud. Our audit 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 audit 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 audit provides a reasonable basis for our opinion.

​

/s/ Deloitte & Touche LLP

​

Las Vegas, Nevada

March 11, 2025

We began serving as the Company’s auditor in 2019. In 2025 we became the predecessor auditor.

​

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FULL HOUSE RESORTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data)

​

​ ​ ​ ​ ​ ​ ​

​ ​ Year Ended

​ ​ December 31,

Revenues ​ ​ ​ ​ ​

Other operations, including contracted sports wagering ​ 16,791 ​ 17,605

Operating costs and expenses ​ ​ ​ ​

Project development costs ​ ​ 310 ​ ​ 368

Preopening costs ​ ​ — ​ ​ 2,464

Depreciation and amortization ​ ​ 42,609 ​ ​ 42,101

Loss on disposal of assets ​ ​ 32 ​ ​ 18

Loss (gain) on sale of Stockman’s, net of impairment ​ ​ 320 ​ ​ (1,926)

Other expenses ​ ​ ​ ​ ​ ​

Other ​ ​ (50) ​ ​ —

Income tax expense ​ ​ 530 ​ ​ 221

​ ​ ​ ​ ​ ​ ​

Basic loss per share ​ $ (1.12) ​ $ (1.16)

Diluted loss per share ​ $ (1.12) ​ $ (1.16)

​ ​ ​ ​ ​ ​ ​

​

The accompanying notes are an integral part of these consolidated financial statements.

​

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FULL HOUSE RESORTS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

​ ​ ​ ​ ​ ​ ​

​ ​ December 31,

ASSETS ​ ​ ​ ​ ​ ​

Current assets ​ ​ ​ ​ ​ ​

Accounts receivable, net ​ 3,666 ​ ​ 5,101

Prepaid expenses and other ​ 6,690 ​ ​ 3,516

Assets held for sale ​ ​ — ​ ​ 2,486

​ ​ ​ ​ ​ ​ ​

Operating lease right-of-use assets, net ​ ​ 53,142 ​ ​ 55,957

Finance lease right-of-use assets, net ​ ​ 2,101 ​ ​ 976

Deposits and other ​ 716 ​ ​ 705

LIABILITIES AND STOCKHOLDERS’ EQUITY ​ ​ ​ ​ ​ ​

Current liabilities ​ ​ ​ ​ ​ ​

Capital expenditures payable ​ ​ 2,574 ​ ​ 8,211

Accrued payroll and related ​ 7,016 ​ ​ 6,435

Current portion of operating lease obligations ​ ​ 3,819 ​ ​ 4,226

Current portion of finance lease obligations ​ ​ 1,802 ​ ​ 1,610

Liabilities related to assets held for sale ​ ​ — ​ ​ 86

​ ​ ​ ​ ​ ​ ​

Operating lease obligations, net of current portion ​ 50,492 ​ ​ 52,324

Finance lease obligations, net of current portion ​ ​ 1,538 ​ ​ 1,095

Other long-term liabilities, net of current portion ​ ​ 41,376 ​ ​ 37,328

Deferred income taxes, net ​ 2,476 ​ ​ 1,946

Contract liabilities, net of current portion ​ ​ 4,203 ​ ​ 4,550

Commitments and contingencies (Note 10) ​ ​ ​ ​ ​

Stockholders’ equity ​ ​ ​ ​ ​

​

The accompanying notes are an integral part of these consolidated financial statements.

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FULL HOUSE RESORTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ ​ ​ ​ ​ ​ Total

​ ​ Common Stock ​ Paid-in ​ Treasury Stock ​ Accumulated ​ Stockholders’

​ ​ Shares ​ Dollars ​ Capital ​ Shares ​ Dollars ​ Deficit ​ Equity

Net loss ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ (40,672) ​ ​ (40,672)

Stock-based compensation ​ — ​ ​ — ​ ​ 2,873 ​ — ​ ​ — ​ ​ — ​ ​ 2,873

Net loss ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ (40,197) ​ ​ (40,197)

Stock-based compensation ​ — ​ ​ — ​ ​ 2,528 ​ — ​ ​ — ​ ​ — ​ ​ 2,528

​

The accompanying notes are an integral part of these consolidated financial statements.

​

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FULL HOUSE RESORTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

​ ​ ​ ​ ​ ​ ​

​ ​ Year Ended

​ ​ December 31,

Cash flows from operating activities: ​ ​ ​ ​

Amortization of debt issuance costs, discounts and premiums ​ 2,963 ​ 2,987

Non-cash amortization of prepaid insurance ​ ​ 8,796 ​ ​ —

Stock-based compensation, net ​ 1,736 ​ 2,873

Loss on disposal of assets ​ 32 ​ 18

Loss (gain) on sale of Stockman’s, net ​ ​ 320 ​ ​ (1,926)

Provision for credit losses ​ ​ 42 ​ ​ 212

Deferred income taxes ​ 530 ​ 262

Increases and decreases in operating assets and liabilities: ​ ​ ​ ​ ​

Accounts receivable ​ 1,393 ​ 19

Prepaid expenses, inventories and other ​ (11,840) ​ (91)

Income taxes payable ​ ​ — ​ ​ (489)

Operating lease liabilities ​ ​ (1,789) ​ ​ (2,505)

Contract liabilities ​ ​ (410) ​ ​ (1,963)

Accounts payable and other liabilities ​ 3,420 ​ 10,249

Net cash provided by operating activities ​ 9,970 ​ 13,845

Cash flows from investing activities: ​ ​ ​ ​ ​

Capital expenditures, net of changes in payables ​ (12,651) ​ (52,582)

Proceeds from sale of Stockman’s ​ ​ 2,412 ​ ​ 7,000

Acquisition of intangible assets ​ ​ — ​ ​ (1)

Net cash used in investing activities ​ (10,322) ​ (45,670)

Cash flows from financing activities: ​ ​ ​ ​ ​

Payment of debt issuance costs and extension fees ​ (456) ​ —

Borrowings under revolving credit facility ​ ​ 16,500 ​ ​ 13,000

Repayment of revolving credit facility borrowings ​ ​ (13,500) ​ ​ (13,000)

Proceeds from insurance financing ​ ​ 8,218 ​ ​ —

Repayments of insurance financing ​ ​ (8,402) ​ ​ —

Repayment of finance lease obligations ​ ​ (1,783) ​ ​ (1,694)

Proceeds from exercise of stock options ​ 502 ​ 448

Repayment of note payable for asset acquisition ​ ​ (278) ​ ​ (252)

Net cash provided by (used in) financing activities ​ 801 ​ (1,498)

​ ​ ​ ​ ​ ​ ​

Net increase (decrease) in cash and cash equivalents ​ ​ 449 ​ ​ (33,573)

Cash and cash equivalents, beginning of period ​ 40,221 ​ 73,794

Cash and cash equivalents, end of period ​ $ 40,670 ​ $ 40,221

The accompanying notes are an integral part of these consolidated financial statements.

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FULL HOUSE RESORTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS – (Continued)

(In thousands)

​ ​ ​ ​ ​ ​ ​

​ ​ Year Ended

​ ​ December 31,

Supplemental disclosure of cash flow information: ​ ​ ​ ​ ​ ​

Cash paid for interest, net of amounts capitalized ​ $ 38,954 ​ $ 39,184

Cash paid for income taxes (Note 9) ​ ​ — ​ ​ 895

Payables and accruals incurred for capital expenditures ​ ​ 277 ​ ​ 5,264

Accrued liability related to asset acquisition ​ ​ 12,919 ​ ​ 19,961

Right-of-use asset and liability remeasurements: ​ ​ ​ ​ ​ ​

Financing leases ​ ​ 2,418 ​ ​ —

The accompanying notes are an integral part of these consolidated financial statements.

​

​

​

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FULL HOUSE RESORTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION

Formed as a Delaware corporation in 1987, Full House Resorts, Inc. owns, leases, operates, develops, manages, and/or invests in casinos and related hospitality and entertainment facilities. References in this document to “Full House,” the “Company,” “we,” “our,” or “us” refer to Full House Resorts, Inc. and its subsidiaries, except where stated or the context otherwise indicates. Headquartered in Las Vegas, Nevada, we have gaming operations domestically in Nevada, Colorado, Illinois, Indiana, and Mississippi.

The following table identifies our segments, along with properties and their locations as of December 31, 2025:

​

​ ​ ​

Segments and Properties ​ Locations

Midwest & South ​ ​

Rising Star Casino Resort (“Rising Star”) Rising Sun, IN (near Cincinnati)

West* ​ ​

Contracted Sports Wagering ​ ​

Three idle sports wagering websites (“skins”) ​ Colorado

One active sports wagering website (“skin”) ​ Illinois

__________

* On April 1, 2025, the Company completed its sale of Stockman’s Casino.

The Company currently operates six casinos: five on real estate that we own or lease, and one located within a hotel owned by a third party. Additionally, we currently benefit from two active sports wagering websites (referred to as skins), one in Indiana and one in Illinois.

In February 2023, we opened our temporary American Place facility. We have begun the design work for the permanent gaming resort facility that we plan to build on adjoining land.

In October 2024, we completed the phased opening of Chamonix, our newest property, located adjacent to our existing Bronco Billy’s Casino.

In April 2025, we completed the sale of Stockman’s Casino (“Stockman’s”) to a privately-owned company.

​

In July 2025, we agreed with an operator to extend its use of our active sports wagering skin in Indiana through December 2031, and such operator fully prepaid its remaining term for the Indiana skin.

For additional information about the Company’s segments, see Note 12.

​

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2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Accounting.The consolidated financial statements include the accounts of Full House and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated.

Except when otherwise required by accounting principles generally accepted in the United States of America (“GAAP”) and disclosed herein, the Company measures all of its assets and liabilities on the historical cost basis of accounting.

Reclassifications.To conform to the current-period presentation, the Company made certain minor financial statement presentation reclassifications to prior-period amounts. Such reclassifications had no effect on the previously reported results of operations or financial position.

Use of Estimates. The consolidated financial statements have been prepared in conformity with GAAP. These principles require the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value and the Fair Value Input Hierarchy. Fair value measurements affect the Company’s accounting for net assets acquired in acquisition transactions and certain financial assets and liabilities. Fair value measurements are also used in its periodic assessments of long-lived tangible and intangible assets for possible impairment, including for property and equipment, goodwill, and other intangible assets. Fair value is defined as the expected price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date.

GAAP categorizes the inputs used for fair value into a three-level hierarchy:

Methods and assumptions used to estimate the fair value of financial instruments are affected by the duration of the instruments and other factors used by market participants to estimate value. The carrying amounts for cash and equivalents, accounts receivable, and accounts payable approximate their estimated fair value because of the short durations of the instruments and inconsequential rates of interest.

Cash Equivalents. Cash equivalents include cash involved in operations and cash in excess of daily requirements that is invested in highly liquid, short-term investments with initial maturities of three months or less when purchased.

Accounts Receivable and Credit Risk. Accounts receivable consists primarily of casino, hotel, certain sports wagering contracts and other receivables.Accounts receivable are typically non-interest bearing, recorded initially at cost, and are carried net of an appropriate reserve to approximate fair value. Loss reserves are estimated based on specific review of customer accounts including the customers’ willingness and ability to pay and nature of collateral, if any, as well as historical collection experience and current and expected economic and business conditions. Accounts are written off when management deems the account to be uncollectible and recoveries of accounts previously written off are recorded when received.

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Accounts receivable consists of the following:

​ ​ ​ ​ ​ ​ ​

(In thousands) ​ December 31,

Contracted Sports Wagering ​ ​ 168 ​ ​ 1,017

Less: Provision for credit losses ​ ​ (103) ​ ​ (138)

__________

(1) Primarily consists of ATM receivables.

​

The following table shows the movement in the provision for credit losses recognized for accounts receivable that occurred during the respective periods:

​

​ ​ ​ ​ ​ ​ ​

(In thousands) ​ ​ ​ ​ ​ ​

Current period provision for credit losses ​ ​ 42 ​ ​ 212

Write-offs ​ ​ (77) ​ ​ (1,263)

​

Management regularly evaluates the adequacy of the Company’s recorded reserves. At December 31, 2025, we believe that no significant concentrations of credit risk existed for which a reserve had not already been recorded.

Inventories. Inventories consist primarily of food, beverage and retail items, and are stated at the lower of cost or net realizable value. Costs are determined using the first-in, first-out and the weighted average methods.

Property and Equipment. Property and equipment are stated at cost and are capitalized and depreciated, while normal repairs and maintenance are expensed in the period incurred. A significant amount of the Company’s property and equipment was acquired through business combinations, and therefore, were recognized at fair value measured at the acquisition date. Gains or losses on dispositions of property and equipment are included in operating expenses, effectively as adjustments to depreciation estimates.

Certain events or changes in circumstances may indicate that the recoverability of the carrying amount of property, plant and equipment should be assessed, including, among others, a significant decrease in market value, a significant change in the business climate in a particular market, or a current period operating or cash flow loss combined with historical losses or projected future losses. For assets to be held and used, the Company reviews for impairment whenever indicators of impairment exist. When such events or changes in circumstances are present, the Company estimates the future cash flows expected to result from the use of the asset (or asset group) and its eventual disposition. These estimated future cash flows are consistent with those we use in our internal planning. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount, then the Company would recognize an impairment loss based on the fair value of the asset, typically measured using a discounted cash flow model.

Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets or the term of the lease, whichever is appropriate under the circumstances. The Company determines the estimated useful lives based on our experience with similar assets, estimated usage of the asset, and industry practice. Whenever events or circumstances occur, which change the estimated useful life of an asset, the Company accounts for the change prospectively.

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Depreciation and amortization is provided over the following estimated useful lives:

​

​ ​ ​

​ ​ ​ ​ Estimated

Class of Assets ​ Useful Lives

Land improvements 10 to 18 years

Buildings and improvements 3 to 44 years

Furniture, fixtures and equipment 2 to 10 years

​

Capitalized Interest.Interest costs associated with major construction projects are capitalized and included in the cost of the projects. When no debt is incurred specifically for construction projects, interest is capitalized on amounts expended using the weighted average cost of the Company’s outstanding borrowings. Capitalization of interest ceases when the project is substantially complete or construction activity is suspended for more than a brief period.

Leases.The Company determines if a contract is, or contains, a lease at inception or modification of the agreement. A contract is, or contains, a lease if there are identified assets and the right to control the use of an identified asset is conveyed for a period of time in exchange for consideration. Control over the use of the identified asset means that the lessee has both the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset.

For material leases with terms greater than a year, the Company records right-of-use (“ROU”) assets and lease liabilities on the balance sheet, as measured on a discounted basis. For finance leases, the Company recognizes interest expense associated with the lease liability, as well as depreciation (or amortization) expense associated with the ROU asset, depending on whether those ROU assets are expected to transfer to the Company upon lease expiration. If ownership of a finance lease ROU asset is expected to transfer to the Company upon lease expiration, then it is included with the Company’s property and equipment; other qualifying finance lease ROU assets, based on other classifying criteria under Accounting Standards Codification 842 (“ASC 842”), are disclosed separately on their own line, “Finance Lease Right-of-Use Assets, Net.” For operating leases, the Company recognizes straight-line rent expense.

The Company does not recognize ROU assets or lease liabilities for leases with a term of 12 months or less. However, costs related to short-term leases with terms greater than one month, which the Company deems material, are disclosed as a component of lease expenses when applicable. Additionally, the Company accounts for new and existing leases containing both lease and non-lease components (“embedded leases”) together as a single lease component by asset class for gaming-related equipment; as a result, the Company will not allocate contract consideration to the separate lease and non-lease components based on their relative standalone prices.

Finance and operating lease ROU assets and liabilities are recognized based on the present value of future minimum lease payments over the expected lease term at commencement, plus any qualifying initial direct costs paid prior to commencement for ROU assets. As the implicit rate is not determinable in most of the Company’s leases, management uses the Company’s incremental borrowing rate in determining the present value of future payments based on the information available at the commencement date and/or modification date. The expected lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Lease expense for minimum lease payments is recognized on a straight-line basis over the expected lease term for operating leases. For finance leases, the ROU asset depreciates/amortizes on a straight-line basis over the shorter of the lease term or useful life of the ROU asset as applicable, and the lease liability accretes interest based on the interest method using the discount rate determined at such lease commencement or modification.

Goodwill and Indefinite-lived Intangible Assets. At December 31, 2025, the Company’s goodwill and indefinite-lived intangible assets totaled $19.5 million and $107.2 million, respectively. Goodwill represents the excess of the purchase price of Bronco Billy’s and Silver Slipper over the estimated fair value of their net tangible and other intangible assets on the acquisition date, net of subsequent impairment charges, if any. The Company’s other indefinite-lived intangible assets primarily include gaming licenses for certain jurisdictions and trade names.

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The Company tests its goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter or more frequently if events or changes in circumstance indicate that it is “more likely than not” to be impaired. Impairment testing for goodwill is performed at the reporting unit level, and each of the Company’s operating properties is considered a separate reporting unit.

For goodwill, if quantitative tests are performed, the Company estimates the fair value of the reporting unit utilizing the income approach (discounted cash flow method). For indefinite-lived intangible assets, if quantitative tests are performed, the value of the gaming license rights is determined using a multi-period excess earnings method. The determination of goodwill requires the use of significant estimates, including expected revenue growth rates, EBITDA margins, and discount rates.

For our 2025 annual impairment tests, we performed selective quantitative analyses and certain qualitative analyses for our goodwill and indefinite-lived intangibles, and concluded it was “more likely than not” that the fair values of such intangibles exceeded their carrying values. Accordingly, the Company’s annual assessment for goodwill and indefinite lived intangible assets as of December 31, 2025 resulted in no impairment charges.

Finite-lived Intangible Assets. The Company’s finite-lived intangible assets primarily include land lease acquisition costs and water rights. Finite-lived intangible assets are amortized over the shorter of their contractual or economic lives. The Company periodically evaluates the remaining useful lives of these intangible assets to determine whether events and circumstances warrant a revision to the remaining period of amortization and the possible need for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount, then the Company would recognize an impairment loss.

Debt Issuance Costs and Debt Discounts/Premiums. Debt issuance costs and debt discounts/premiums incurred in connection with the issuance of debt have been included as a component of the carrying amount of debt, and are amortized/accreted over the contractual term of the debt to interest expense, using the straight-line method, which approximates the effective interest method. When its existing debt agreements are determined to have been modified, the Company amortizes such costs to interest expense using the effective interest method over the terms of the modified debt agreement.

Revenue Recognition:

Gaming Revenues.The Company’s revenues consist primarily of casino gaming, food and beverage, hotel, and other revenues (such as sports wagering, golf, RV park operations, and entertainment). The majority of its revenues are derived from casino gaming, principally slot machines. The transaction price for a casino wager is the difference between gaming wins and losses, not the total amount wagered. As such wagers have similar characteristics, the Company accounts for its gaming transactions on a portfolio basis by recognizing net win per gaming day versus on an individual basis.

The Company sometimes provides discretionary complimentary goods and services (“discretionary comps”). For these types of transactions, the Company allocates revenue to the department providing the complimentary goods or services based upon its estimated standalone selling price, offset by a reduction in casino revenues.

Many of the Company’s customers choose to earn points under its customer loyalty programs. The Company’s properties have separate customer loyalty programs: the Slipper Rewards Club, Chamonix/Bronco Billy’s Mile High Rewards Club, the Rising Star VIP Club, the Grand Lodge Players Advantage Club, the Stockman’s Winner’s Club (until the sale of Stockman’s completed in April 2025), and American Place’s Legacy Rewards. As points are accrued, the Company defers a portion of its gaming revenue based on the estimated standalone value of loyalty points being earned by the customer. The standalone value of loyalty points is derived from the retail value of food, beverages, hotel rooms, and other goods or services for which such points may be redeemed. A liability related to these customer loyalty points is recorded, net of estimated breakage and other factors, until the customer redeems these points under such loyalty programs for various benefits, such as “free casino play,” complimentary dining, or hotel stays, among others, depending on each property’s specific offers. Upon redemption, the related revenue is recognized at retail value within the department providing the goods or services. Unredeemed points are forfeited if the customer becomes and remains inactive for a specified period of time. Liabilities based on the standalone retail value of such benefits were approximately $1.0 million at December 31, 2025 and $0.9 million at December 31, 2024, and these amounts are included in “other accrued liabilities” on the consolidated balance sheets.

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Revenue for food and beverage, hotel, and other revenue transactions, as described in “Non-Gaming Revenues” below, includes the retail value of (i) discretionary comps and (ii) comps provided in return for redemption of loyalty points. Additionally, the Company may collect deposits in advance for future hotel reservations or entertainment, among other services, which represent obligations of the Company until the service is provided to the customer.

Non-Gaming Revenues.The transaction price of rooms, food and beverage, and retail contracts is the net amount collected from the customer for such goods and services. The transaction price for such contracts is recorded as revenue when the good or service is transferred to the customer over their stay at the hotel or when the delivery is made for the food, beverage, retail and other contracts. Sales and usage-based taxes are excluded from revenues. Additionally, “Other operations, including contracted sports wagering” within revenues on the Statements of Operations includes proceeds from the sale of excess gaming tax credits in the State of Indiana in the amount of $2.1 million for the year ended December 31, 2025.

Revenue by Source. The Company presents earned revenue as disaggregated by the type or nature of the good or service (casino, food and beverage, hotel, and other operations comprised mainly of retail, golf, entertainment, and contracted sports wagering) and by relevant geographic region within Note 12.

Deferred Revenues: Market Access Fees from Sports Wagering Agreements.The Company entered into several agreements with various unaffiliated companies allowing for online sports wagering within Indiana, Colorado and Illinois, as well as on-site sports wagering at American Place (the “Sports Agreements”). As part of these long-term Sports Agreements, the Company received one-time “market access” fees, which are recorded as long-term liabilities and then recognized as revenue ratably over the initial contract terms (or as accelerated due to early termination), beginning with the earlier of operations commencement or contractual commencement.

​

Indiana. Under the Company’s one active Sports Agreement in Indiana, we fully amortized the $1.0 million market access fee during 2025 based on a notice of termination from the operator. Subsequently, in July 2025, we agreed with the operator on an extension of the contract through December 2031. As part of the contract extension, we received an upfront payment of $1.5 million from the operator representing the minimum contractual fee for the remaining period of the contract.

Colorado. Currently, there are no active Sports Agreements in Colorado. Under the Company’s previous Sports Agreement, we fully amortized the $1.0 million market access fee by June 2025, wherein such operator gave prior notice that it was discontinuing operations in Colorado.

Illinois. Under the Company’s Sports Agreement in Illinois, we receive a percentage of revenues (as defined), subject to a minimum of $5.0 million per year. A market access fee of $5.0 million is being amortized over the eight-year term of the Sports Agreement, which began its contractual term in August 2023. At December 31, 2025, such amount remaining was $3.5 million.

In addition to the market access fee, deferred revenue currently includes the annual prepayment of contracted revenue for the Illinois skin of $5.0 million at December 31, 2025, as well as $1.48 million remaining from the $1.50 million one-time extension for the Indiana skin.

Deferred revenues consisted of the following as discussed above:

​

​ ​ ​ ​ ​ ​ ​ ​ ​

(In thousands) ​ ​ ​ December 31,

​ ​ ​ ​ Balance Sheet Location ​ 2025 ​ ​ ​ 2024

Deferred revenue, current ​ Other accrued liabilities ​ $ 5,792 ​ $ 5,854

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Contract and Contract-Related Liabilities. There may be a difference between the timing of cash receipts from the customer and the recognition of revenue, resulting in a contract or contract-related liability. The Company generally has four types of liabilities related to contracts with customers: (1) outstanding chip liability, which represents the amounts owed in exchange for gaming chips held by a customer; (2) players club points, which represents the deferred allocation of revenue relating to loyalty program incentives earned; (3) contracted sports wagering, which represents payments received in advance from contracted parties relating to Sports Agreements to be recognized as revenue ratably over their respective initial contract terms; and (4) progressive jackpots and other, which represents accumulated slot jackpots not yet won, and includes unpaid wagers and advance payments on goods and services yet to be provided such as deposits on rooms and convention space. With the exception of noncurrent portions of deferred revenues from contracted sports wagering, these liabilities are generally expected to be recognized as revenue within one year of being purchased, earned, or deposited and are recorded within “Other accrued liabilities” on the consolidated balance sheets.

The following table summarizes the activity related to short-term and long-term contract and contract related liabilities:

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​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ Outstanding ​ Players ​ Contracted ​ Progressive

__________

Advertising Costs. Costs for advertising are expensed as incurred, or the first time the advertising takes place, and are included in selling, general and administrative expenses. Total advertising costs were $11.3 million and $8.4 million for the years ended December 31, 2025 and 2024, respectively.

Project Development and Acquisition Costs. Project development and acquisition costs consist of amounts expended on the pursuit of new business opportunities and acquisitions, as well as other business development activities in the ordinary course of business, which are expensed as incurred.

Preopening costs.Preopening costs are related to the preopening phases of new ventures, in accordance with accounting standards regarding start-up activities, and are expensed as incurred. These costs consist of payroll, advertising, outside services, organizational costs and other expenses, which were primarily related to Chamonix’s phased opening that was completed in October 2024.

Stock-based Compensation. The Company has various stock-based compensation programs which provide for equity awards, including stock options, time-based restricted stock and performance-based restricted stock. Stock-based compensation costs are measured at the grant date, based on the estimated fair value of the award using the Black-Scholes option pricing model for stock options, and based on the closing share price of the Company’s stock on the grant date for restricted and performance stock. These costs are recognized as an expense on a straight-line basis over the recipient’s requisite service period (the vesting period of the award), net of forfeitures and cancellations, which are recognized as they occur, and are included within selling, general and administrative expense on the consolidated statements of operations.

Estimated compensation costs for performance stock, in particular, reflect meeting certain growth-rate targets for the applicable year-to-date period and may be subject to partial or full reversals in the current or following year if not completely met at year-end.In the first quarter of 2025, the Company’s compensation committee determined that certain performance criteria for 2024 were not satisfied. As a result, stock-based compensation costs of $0.8 million that were previously recognized in 2024 were reversed.

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Income Taxes. We classify deferred tax assets and liabilities, along with any related valuation allowance, as non-current on the consolidated balance sheets. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are provided against deferred tax assets when it is deemed “more likely than not” that some portion or all of the deferred tax assets will not be realized within a reasonable time period.

Our income tax returns are subject to examination by the Internal Revenue Service (“IRS”) and other tax authorities. Positions taken in tax returns are sometimes subject to uncertainty in the tax laws and may not ultimately be accepted by the IRS or other tax authorities. We assess our tax positions using a two-step process. A tax position is recognized if it meets a “more likely than not” threshold, and is measured at the largest amount of benefit that is greater than 50 percent likely of being realized. Additionally, we recognize accrued interest and penalties, if any, related to unrecognized tax benefits in income tax expense.

Earnings (loss) per share.Earnings (loss) per share is computed by dividing net income (loss) applicable to common stock by the weighted-average number of common shares outstanding during the period. Diluted earnings per share reflects the additional dilution for all potentially-dilutive securities, including stock options, restricted stock and performance-based shares, using the treasury stock method.

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​ ​ ​ ​ ​ ​ ​

(In thousands) ​ Year Ended

​ ​ December 31,

Numerator: ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​

Denominator: ​ ​ ​ ​ ​ ​

Weighted-average common shares ─ basic ​ ​ 36,031 ​ ​ 34,965

Potential dilution from share-based awards ​ ​ — ​ ​ —

​

Accounting Pronouncements:

New Pronouncements Adopted

ASU 2023-09, Income Taxes, Topic 740, Improvements to Income Tax Disclosures (“Update 2023-09”). In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Update 2023-09 to improve income tax disclosure requirements, primarily related to rate reconciliations and income taxes paid. Update 2023-09 is effective for financial statements issued for annual periods beginning after December 15, 2024, and should be applied prospectively, with retrospective application permitted. The Company prospectively adopted Update 2023-09 for its annual period ended December 31, 2025, and the guidance was applied with the expanded income tax disclosure requirements included in Note9.

New Pronouncements Issued

ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures, Subtopic 220-40, Disaggregation of Income Statement Expenses (“Update 2024-03”). In November 2024, the FASB issued Update 2024-03, which expands disclosures about specific expense categories presented on the face of the income statement. Update 2024-03 is effective for financial statements issued for annual periods beginning after December 15, 2026, with early adoption permitted. The Company is evaluating the impact of the adoption of Update 2024‐03 to the consolidated financial statements.

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ASU 2025-11, Interim Reporting, Topic 270, (“Update 2025-11”). In December 2025, the FASB issued Update 2025-11, which is intended to improve the navigability of the guidance in Accounting Standards Codification 270 (“ASC 270”) and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides “interim financial statements and notes in accordance with GAAP.” Update 2025-11 also addresses the form and content of such financial statements, adds lists to ASC 270 of the interim disclosures required by all other Codification topics, and establishes a principle under which an entity must “disclose events since the end of the last annual reporting period that have a material impact on the entity. Update 2025-11 will be effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods, on a prospective or retrospective basis, with early adoption permitted. The Company is evaluating the impact of the adoption of Update 2025‐11 to the consolidated financial statements, noting the amendments relate to disclosures only.

A variety of proposed or otherwise potential accounting standards are currently being studied by standard-setting organizations and certain regulatory agencies. Because of the tentative and preliminary nature of such proposed standards, the Company believes that there are no other recently-issued accounting standards not yet effective that are currently likely to have a material impact on its financial statements.

3. DISPOSITION

On August 28, 2024, the Company entered into an agreement with a third party to sell Stockman’s for total gross proceeds of $9.2 million. The sale was completed in two phases: the sale of Stockman’s real property for $7.0 million, which closed on September 27, 2024 at a $1.9 million gain; and the sale of certain remaining operating assets and related liabilities for $2.2 million, which closed on April 1, 2025 at a $0.3 million loss. Accordingly, as of April 1, 2025, the Company no longer owns or operates Stockman’s Casino. The disposition of Stockman’s is not expected to have a major effect on the Company’s operations or financial results.

The carrying amounts of Stockman’s assets and liabilities held for sale, as of the most recent balance sheet date preceding the sale on April 1, 2025, were:

​

​ ​ ​ ​

(In thousands) ​ March 31,

ASSETS ​ ​

Current assets ​ ​ ​ ​

Inventories ​ 28

Total current assets held for sale ​ 278

Property and equipment, net ​ 378

Other intangible assets, net ​ 4

Valuation Allowance ─ Transaction Costs ​ ​ (212)

Total assets held for sale, net ​ $ 2,257

LIABILITIES ​ ​

Current liabilities ​ ​

Other accrued liabilities ​ $ 75

Total liabilities related to assets held for sale ​ $ 75

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