UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of ~~the~~Report ~~Securities~~(date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): March 20, 2026

~~Date~~Commission offile ~~Report (Date of earliest event reported)~~number: ~~August 14,~~ ~~2025~~333-283772

___________________________________

Bally’s Chicago, Inc.

(Exact name of registrant as specified in its charter)

Delaware

~~333-283772~~

~~88-2870098~~

88-2870098

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification Number)

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

100 Westminster Street

Providence,

02903

(Address of principal executive offices)

(Zip Code)

~~100 Westminster Street Providence, RI 02903~~___________________________________

(~~Address of principal executive offices, including Zip Code~~401) 475-8474

(Registrant’s telephone number, including area code~~: (401~~) ~~475-8474~~

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A-1 common stock, par value $0.001 per share	N/A	N/A
Class A-2 common stock, par value $0.001 per share	N/A	N/A
Class A-3 common stock, par value $0.001 per share	N/A	N/A
Class A-4 common stock, par value $0.001 per share	N/A	N/A
Class B common stock, par value $0.001 per share	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x ☒

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.

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.

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.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~August 14~~March 20, ~~2025~~2026, inH.C. ~~connection~~Charles ~~with~~Diao ~~the~~notified ~~Offering~~Bally’s Chicago, ~~Renee~~Inc. ~~Bradford, Blanton~~that ~~Canady,~~he ~~Ezequiel~~is ~~(Zeke)~~resigning ~~Flores,~~from ~~Edward~~his ~~Lou,~~position ~~and~~as ~~Sharon~~Chief ~~Thomas~~Financial ~~Parrott~~Officer of Bally’s Chicago, Inc. (“BCI” or the “~~New Directors~~Company”) ~~were~~effective ~~appointed to~~April ~~the~~1, ~~board~~2026. Mr. ofDiao ~~directors~~is ofresigning ~~the~~from ~~Company~~his ~~(the~~position ~~“Board”)~~to take another professional opportunity. ~~Also,~~Mr. inDiao ~~connection~~is ~~with~~also resigning from the ~~Offering,~~position ~~Ameet~~of ~~Patel~~Senior Vice President and ~~Kim~~ M.Treasurer ~~Barker~~of ~~resigned~~our asparent ~~members~~Bally’s ofCorporation (NYSE: BALY) (“Bally’s”). Neither the ~~Board,~~Company ~~effective~~nor onBally’s ~~August 14,~~will ~~2025~~enter into a separation agreement with Mr. ~~Their~~Diao. Mr. Diao’s resignation was not the result of aany disagreement ~~with~~ between the Company and him on any matter relating to the Company’s operations, policies, or practices.

~~The~~On ~~Company~~March ~~plans~~26, to2026, ~~enter~~BCI ~~into~~appointed aCheryl ~~standard form of indemnity agreement (the “Indemnification Agreement”) with each of the New Directors~~R. ~~The Indemnification Agreement will provide~~Ash, ~~among~~ ~~other~~age ~~things~~46, ~~that~~as ~~the~~BCI’s ~~Company~~Chief ~~will~~Financial ~~indemnify such directors under the circumstances and to the extent provided for therein~~Officer, ~~for certain~~subject ~~expenses they may be required~~ to ~~pay~~receipt inof ~~connection~~customary ~~with~~regulatory ~~certain~~approvals. ~~claims~~Ms. toAsh ~~which~~has ~~they~~also ~~may~~served ~~be made a party by reason of their position~~ as aSenior ~~director~~Vice ofPresident, ~~the Company~~Finance, ~~and~~Casinos ~~otherwise to the fullest extent permitted under Delaware law~~ and ~~the~~Resorts ~~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~~Bally’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.

~~Item~~Ms. 5Ash is a seasoned finance executive with over 18 years of leadership experience in the casino–hospitality industry.03 ~~Amendments~~In her current role with Bally’s, Ms. Ash provides strategic financial leadership across multiple casino and resort operations. She provides insights around budgeting, forecasting, purchasing, and capital planning, while driving corporate initiatives in financial reporting, internal controls, and audit readiness. Her leadership has been instrumental in standardizing processes across multiple properties and strengthening financial governance in multi-jurisdictional gaming environments. Prior to ~~Articles~~her work with Bally’s, Ms. Ash served as Corporate Chief Accounting Officer and Board Member for Queen Casino & Entertainment Inc., where she led all aspects of ~~Incorporation~~financial oroperations, ~~Bylaws;~~including ~~Change~~treasury, audit, regulatory reporting, and long-range planning. Ms. Ash holds a Master of Business Administration from Louisiana State University Shreveport and a Bachelor of Science in ~~Fiscal~~Accounting ~~Year~~from the University of Nevada, Las Vegas.

OnThere ~~August 14,~~are ~~2025,~~no ~~the~~family ~~Company’s~~relationships ~~Second~~between ~~Amended~~Ms. Ash and ~~Restated Certificate~~any ofdirector ~~Incorporation~~or ~~(the~~executive ~~“Charter”),~~officer inof the ~~form~~Company ~~previously filed~~ as ~~Exhibit 3.2~~defined toin ~~the~~Item ~~Registration Statement, and the Company’s Second Amended and Restated Bylaws~~ 401(~~the “Bylaws”~~d), ~~in the form previously 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~~Regulation ~~shares of Class A~~S-~~1 common stock~~K, ~~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~~Ms. AAsh ~~description of the Company’s capital stock, after giving effect to the adoption of the Charter and Bylaws,~~ has ~~previously~~no ~~been~~direct ~~reported~~or byindirect ~~the Company~~material interest in ~~the~~any ~~Registration~~transaction ~~Statement.~~or ~~The~~proposed ~~Charter~~transaction ~~and~~required ~~Bylaws~~to ~~are~~be ~~filed~~disclosed ~~herewith~~pursuant asto ~~Exhibits~~Item ~~3.1~~404(a) ~~and~~of ~~3.2,~~Regulation ~~respectively, and are incorporated herein by reference~~S-K.

~~Item~~Ms. 8Ash previously has entered into an employment agreement with Queen Casino & Entertainment, Inc.01 under ~~Other~~which ~~Events~~Ms. Ash’s annual compensation consists of a base salary of $328,214, which will be adjusted annually, and a potential target bonus of 75% of base salary. Neither the Company nor Bally’s anticipate an amendment to said agreement or providing any additional compensation to Ms. Ash in connection with Ms. Ash’s appointment. Ms. Ash will be eligible to receive future equity grants in form and amounts to be determined by the compensation committee of Bally’s board of directors. The Company may enter into a separate employment agreement with Ms. Ash in the future, the terms of which have not yet been determined.

OnCautionary ~~August 14,~~Note ~~2025,~~Regarding ~~the Company completed the Offering of 2,551 shares of its Class A common stock, allocated among 2,076 shares of Class A~~Forward-1Looking 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 shareStatements. ~~The gross proceeds to the Company from the initial public offering were $5.5 million, before deducting underwriting discounts and commissions.~~

~~Item~~This 9Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.01 ~~Financial~~All ~~Statements~~statements other than statements of historical fact contained herein are forward-looking statements, including statements regarding the Company’s entry into an amendment or employment agreement with Ms. Ash and ~~Exhibits~~the expected timing and terms of the foregoing. These forward-looking statements are based on the Company’s current expectations and involve risks and uncertainties that could cause actual results to differ materially from those indicated by such forward-looking statements, including, without limitation, risks and uncertainties described under “Risk Factors” in the Company’s most recent periodic reports filed with the Securities and Exchange Commission and in other filings the Company makes with the Securities and Exchange Commission from time to time. The Company undertakes no obligation to update any forward-looking statements contained herein, whether as a result of new information, future events or otherwise, except as required by law.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	~~Description~~	Description
3.1	Second Amended and Restated Certificate of Incorporation of Bally’s Chicago, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
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~~SIGNATURE

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


BALLY’S CHICAGO, INC.

By:			/s/ Kim M. Barker
Name:			Kim M. Barker
Title:			Secretary

Date: March 26, 2026

Filing Compare · Bally's Chicago, Inc.