Bally's Chicago 8-K: Material Agreements, Equity Sales, Officer Changes

TL;DR

Bally's Chicago filed an 8-K on Aug 14, 2025, reporting major deals, stock sales, and exec changes.

AI Summary

On August 14, 2025, Bally's Chicago, Inc. filed an 8-K detailing several material events. These include entering into a material definitive agreement, unregistered sales of equity securities, and material modifications to the rights of security holders. The filing also notes the departure of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements. Additionally, amendments to articles of incorporation or bylaws, changes in fiscal year, and other events were reported, alongside financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions and potential shifts in the company's structure and financial arrangements, which could impact investors and stakeholders.

Risk Assessment

Risk Level: medium — The filing covers multiple material events including definitive agreements, equity sales, and changes in corporate governance, suggesting potential volatility.

Key Numbers

• 333-283772 — Commission File Number (SEC File Number for Bally's Chicago, Inc.)
• 88-2870098 — IRS Employer Identification Number (EIN for Bally's Chicago, Inc.)

Key Players & Entities

• Bally's Chicago, Inc. (company) — Registrant
• August 14, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 100 Westminster Street Providence, RI 02903 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — of its Class A common stock, par value $0.001 (the “ Common Stock ”) desc
• $250 — 78 shares of Class A-1 common stock at $250 per share, 35 shares of Class A-2 commo
• $2,500 — 35 shares of Class A-2 common stock at $2,500 per share, 3 shares of Class A-3 common
• $5,000 — , 3 shares of Class A-3 common stock at $5,000 per share, and 1,018 shares of Class A-
• $25,000 — 018 shares of Class A-4 common stock at $25,000 per share, to certain accredited invest
• $25.6 million — tors for an aggregate purchase price of $25.6 million (the “ Concurrent Private Placeme
• $5.5 m — y from the initial public offering were $5.5 million, before deducting underwriting di

Filing Documents

• tm2310971d58_8k.htm (8-K) — 32KB
• tm2310971d58_ex3-1.htm (EX-3.1) — 106KB
• tm2310971d58_ex3-2.htm (EX-3.2) — 240KB
• tm2310971d58_ex10-1.htm (EX-10.1) — 118KB
• tm2310971d58_ex10-2.htm (EX-10.2) — 80KB
• 0001104659-25-078854.txt ( ) — 577KB

01

Item 1.01 Entry into a Material Definitive Agreement. In connection with the initial public offering (the “ Offering ”) by Bally’s Chicago, Inc. (the “ Company ”) of its Class A common stock, par value $0.001 (the “ Common Stock ”) described in the prospectus (the “ Prospectus ”), dated August 12, 2025, filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “ Securities Act ”), which is deemed to be part of the Registration Statement on Form S-1 (File No. 333-283772) (as amended, the “ Registration Statement ”), the Company entered into an amended and restated subordinated loan agreement, dated August 14, 2025, by and between Bally’s Chicago Holding Company, LLC, as lender, and the Company, as borrower (the “ A&R Subordinated Loan Agreement ”). The A&R Subordinated Loan Agreement is filed herewith as Exhibit 10.1 and is incorporated herein by reference. The terms of this agreement are substantially the same as the terms set forth in the form of such agreement previously filed as exhibit to the Registration Statement and as described therein. For further information on the A&R Subordinated Loan Agreement, see “Subordinated Loans” in the Prospectus.

02

Item 3.02 Unregistered Sales of Equity Securities. Simultaneously with the consummation of the Offering, the Company issued 1,134 shares of Class A common stock of the Company, par value $0.001 per share, including 78 shares of Class A-1 common stock at $250 per share, 35 shares of Class A-2 common stock at $2,500 per share, 3 shares of Class A-3 common stock at $5,000 per share, and 1,018 shares of Class A-4 common stock at $25,000 per share, to certain accredited investors for an aggregate purchase price of $25.6 million (the “ Concurrent Private Placement ”). No underwriters were involved in the issuance and sale of the shares of Class A common stock pursuant to the Concurrent Private Placement. The shares of Class A common stock were issued in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act on the basis that the transaction did not involve a public offering.

03

Item 3.03 Material Modification to Rights of Security Holders. The information set forth under Item 5.03 below is incorporated by reference in this Item 3.03.

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 14, 2025, in connection with the Offering, Renee Bradford, Blanton Canady, Ezequiel (Zeke) Flores, Edward Lou, and Sharon Thomas Parrott (the “ New Directors ”) were appointed to the board of directors of the Company (the “ Board ”). Also, in connection with the Offering, Ameet Patel and Kim M. Barker resigned as members of the Board, effective on August 14, 2025. Their resignation was not the result of a disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. The Company plans to enter into a standard form of indemnity agreement (the “ Indemnification Agreement ”) with each of the New Directors. The Indemnification Agreement will provide, among other things, that the Company will indemnify such directors under the circumstances and to the extent provided for therein, for certain expenses they may be required to pay in connection with certain claims to which they may be made a party by reason of their position as a director of the Company, and otherwise to the fullest extent permitted under Delaware law and the Company’s governing documents. The foregoing is only a brief description of the Indemnification Agreement, does not purport to be complete and is qualified in its entirety by the Company’s standard form of indemnification agreement incorporated by reference herein as Exhibit 10.2. The Indemnification Agreement is identical in all material respects to the indemnification agreements entered into with other Company directors.

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On August 14, 2025, the Company’s Second Amended and Restated Certificate of Incorporation (the “ Charter ”), in the form previously filed as Exhibit 3.2 to the Registration filed as Exhibit 3.4 to the Registration Statement, became effective. The Charter, among other things, provides that the Company’s authorized capital stock consists of 3,000 shares of Class A-1 common stock, 500 shares of Class A-2 common stock, 500 shares of Class A-3 common stock, 8,500 shares of Class A-4 common stock, and 30,000 shares of Class B common stock. A description of the Company’s capital stock, after giving effect to the adoption of the Charter and Bylaws, has previously been reported by the Company in the Registration Statement. The Charter and Bylaws are filed herewith as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.

01

Item 8.01 Other Events. On August 14, 2025, the Company completed the Offering of 2,551 shares of its Class A common stock, allocated among 2,076 shares of Class A-1 common stock at a price to the public of $250 per share, 173 shares of Class A-2 common stock at a price to the public of $2,500 per share, 148 shares of Class A-3 common stock at a price to the public of $5,000, and 154 shares of Class A-4 common stock at a price to the public of $25,000 per share. The gross proceeds to the Company from the initial public offering were $5.5 million, before deducting underwriting discounts and commissions.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Second Amended and Restated Certificate of Incorporation of Bally’s Chicago, Inc. 3.2 Second Amended and Restated Bylaws of Bally’s Chicago, Inc. 10.1 Amended and Restated Subordinated Loan Agreement, dated August 14, 2025, by and between Bally’s Chicago, Inc., as borrower, and Bally’s Chicago Holding Company, LLC, as lender. 10.2 Form of Indemnification Agreement.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BALLY’S CHICAGO, INC. Date: August 14, 2025 By: /s/ Ameet Patel Ameet Patel President

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View this 8-K filing on SEC EDGAR