Item 1.01 Entry into a Material Definitive Agreement

On September 30, 2024, Bally's Corporation, a Delaware corporation (the "Company"), entered into Amendment No. 2 ("Amendment No. 2") to the Agreement and Plan of Merger dated as of July 25, 2024 (the "Merger Agreement" and, as amended by Amendment No. 1 (as defined below) and Amendment No. 2, the "Amended Merger Agreement"), by and among the Company, SG Parent LLC, a Delaware limited liability company ("Parent"), The Queen Casino & Entertainment, Inc., a Delaware corporation and affiliate of Parent ("Queen"), Epsilon Sub I, Inc., a Delaware corporation and wholly owned subsidiary of the Company ("Merger Sub I"), Epsilon Sub II, Inc., a Delaware corporation and wholly owned subsidiary of the Company ("Merger Sub II", and together with the Company and Merger Sub I, the "Company Parties"), and, solely for purposes of specified provisions of the Merger Agreement, SG CQ Gaming LLC, a Delaware limited liability company ("SG Gaming" and together with Parent and Queen, the "Buyer Parties"). The Company Parties and the Buyer Parties entered into Amendment No. 1 to the Merger Agreement ("Amendment No. 1") on August 27, 2024. Each of the Buyer Parties and the Company Parties is a party to the Amended Merger Amendment and is sometimes referred to herein as a "Party" and collectively as the "Parties." Capitalized terms used herein but not otherwise defined have the meaning set forth in the Amended Merger Agreement. A copy of the Merger Agreement was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the "SEC") on July 25, 2024 and a copy of Amendment No. 1 was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on August 28, 2024, each of which are incorporated herein by reference.

Parent and SG Gaming are owned and controlled by Standard General L.P., a Delaware limited partnership("Standard General").Soohyung Kim is the Managing Partner and Chief Investment Officer of Standard General and is the Chairman of the Company's Board of Directors (the "Board").According to a Schedule 13D amendment filed by Standard General with the SEC on July 26, 2024, Standard General and Mr. Kim beneficially owned 10,589,849 shares of Company Common Stock, or 26.1 % of the Company Common Stock as calculated in accordance with SEC Rule 13d-3.Standard General and Mr. Kim each disclaim beneficial ownership of such shares except to the extent of its or his pecuniary interest in such shares.

Amendment No. 2 was entered into in order to further modify the provisions of the Merger Agreement, as amended by Amendment No. 1, for effecting Rolling Share Elections and providing that the Company will use commercially reasonable efforts to (i) take such actions as are necessary to have assigned to shares of Company Common Stock subject to a Rolling Share Election ("Rolling Company Shares") a new CUSIP number (the "Rolling Company Share CUSIP") and (ii) cause the Rolling Company Shares to be eligible for trading on the New York Stock Exchanges (the "NYSE") under the ticker symbol BALY.T from the Election Deadline until the Company Effective Time. At the Company Effective Time, the Rolling Company Shares (including the Rolling Company Shares held by the parties to the Support Agreements) will be the only shares of Company Common Stock that remain outstanding and it is expected that all such Rolling Company Shares will continue to keep the Rolling Company Share CUSIP and the ticker symbol for such Rolling Company Shares on the NYSE will revert to the original BALY ticker symbol after the Company Merger

Amendment No. 2 provides that, in making any Rolling Share Election, each holder of shares of Company Common Stock (other than the Company or its Subsidiaries) will have the option to make a Rolling Share Election with respect to all or any portion of its shares of Company Common Stock, which may be rejected under certain circumstances, as set forth in the Amended Merger Agreement, by the Company or Parent. To be effective, Company Stockholders desiring to make a Rolling Share Election must properly complete, sign and submit to the Payment Agent a Rollover Share Election form (the "Election Form") by 5:00 p.m. Eastern time on the date of the Special Meeting, or such later date mutually agreed by Parent and the Company (the "Election Deadline"). In making any Rolling Share Election, each record holder making such election that is accepted will be deemed to have elected and consented to have each such Rolling Company Share be assigned the Rolling Company Share CUSIP. In order to validly make Rolling Share Elections, stockholders desiring to make a Rolling Share Election will be required to waive appraisal rights in respect of any shares of Company Common Stock that they hold or may acquire that are subject to a Rolling Share Election. Any record holder of Company Common Stock who fails to properly submit an Election Form on or before the Election Deadline with respect to all or any portion of such holder's shares of Company Common Stock will be deemed to have not made a Rolling Share Election with respect to such shares. Parent and the Company (subject to the prior approval by the Special Committee) reserve the right to cause one or more periods for Rolling Share Elections to be made prior to the Company Effective Time subject to such deadlines and procedures as they may determine to be necessary or appropriate.