1033-00002 · Redstone Gaming Corp · Registration/Prospectus

final-prospectus-supplement.docx DOCUMENT Capital Markets

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Filed Pursuant to Rule 424(b)(5) Registration No. 333-278401

PROSPECTUS SUPPLEMENT (To Prospectus dated March 28, 2024)

6,557,377 Shares

![Redstone Gaming Corp. Logo] REDSTONE GAMING CORP.

Common Stock

We are offering 6,557,377 shares of our common stock, par value $0.001 per share. Our common stock is listed on the New York Stock Exchange ("NYSE") under the ticker symbol "RDGM." The last reported sale price of our common stock on the New York Stock Exchange on October 27, 2025 was $27.43 per share.

This prospectus supplement relates to an effective registration statement on Form S-3 (File No. 333-278401; CIK: 0001847293) originally filed with the Securities and Exchange Commission (the "SEC") on March 14, 2024, and declared effective on March 28, 2024, registering an aggregate of $750,000,000 in securities.

We have granted the underwriters a 30-day option to purchase up to 983,606 additional shares of our common stock at the public offering price less the underwriting discount to cover over-allotments, if any. If the underwriters exercise the over-allotment option in full, the maximum number of shares issuable in connection with this offering will be 7,540,983 shares, with maximum gross proceeds of approximately $207,000,000.

Investing in our common stock involves risks. See "Risk Factors" beginning on page S-15 of this prospectus supplement and in the documents incorporated by reference herein.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares to purchasers on or about October 31, 2025.

Bookrunners

Clearwater Capital Markets Inc. Co-Manager

The date of this prospectus supplement is October 28, 2025.

Prospectus Supplement

Base Prospectus

You should rely only on the information contained in or incorporated by reference into this prospectus supplement and the accompanying base prospectus. We have not, and the underwriters have not, authorized any other person to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus supplement and the accompanying base prospectus, as well as information we previously filed with the SEC and incorporated by reference herein, is accurate only as of their respective dates. Our business, financial condition, results of operations, and prospects may have changed since those dates.

ABOUT THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of our common stock and also supplements and updates information contained in the accompanying base prospectus and the documents incorporated by reference herein and therein. The second part is the accompanying base prospectus dated March 28, 2024 (the "Base Prospectus"), which provides more general information about the types of securities we may offer from time to time, some of which does not apply to this offering.

This prospectus supplement supplements, and should be read together with, the accompanying Base Prospectus, which is part of a registration statement on Form S-3 (File No. 333-278401; CIK: 0001847293) that we filed with the SEC. The registration statement was originally filed with the SEC on March 14, 2024, and was declared effective on March 28, 2024. The registration statement registered an aggregate of $750,000,000 in securities for sale from time to time.

Prior to this offering, we have conducted one prior takedown from the shelf registration statement: in September 2024, we completed an offering of $200,000,000 in aggregate principal amount of 5.875% Senior Notes due 2031. Accordingly, the remaining shelf capacity prior to this offering was $550,000,000. After giving effect to this offering (assuming no exercise of the over-allotment option), the remaining available shelf capacity under the registration statement will be approximately $370,000,000.

To the extent there is a conflict or inconsistency between the information contained in this prospectus supplement, on the one hand, and the information contained in the Base Prospectus or any document incorporated by reference therein that was filed prior to the date of this prospectus supplement, on the other hand, the information in this prospectus supplement shall control. If any statement in a document incorporated by reference is inconsistent with a statement in another document incorporated by reference having a later date, the statement in the later-dated document modifies or supersedes the earlier statement.

Neither we nor the underwriters have authorized anyone to provide you with information different from that contained in, or incorporated by reference into, this prospectus supplement and the accompanying Base Prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the underwriters are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus supplement and the accompanying Base Prospectus, and the information incorporated by reference herein and therein, is accurate only as of its respective date, regardless of the time of delivery of this prospectus supplement and the accompanying Base Prospectus or of any sale of our common stock. Our business, financial condition, results of operations, and prospects may have changed materially since those dates.

Unless the context otherwise requires or as otherwise indicated, references in this prospectus supplement to "Redstone Gaming," "RGC," the "Company," "we," "us," and "our" refer to Redstone Gaming Corp. and its consolidated subsidiaries. References to "shares," "common stock," or "our common stock" refer to shares of our common stock, par value $0.001 per share. References to "this offering" refer to the offering of our common stock described in this prospectus supplement. References to the "underwriters" refer to Pinnacle Zanthor & Co., Hargrove Williams Securities LLC, and Clearwater Capital Markets Inc.

This prospectus supplement and the accompanying Base Prospectus contain or incorporate by reference estimates, projections, and other statistical data made by independent parties and by us relating to the size and growth of our markets. We obtained industry and market data from our own internal research and from industry publications, including trade and academic journals, government data, surveys, and other published information. While we believe that each source of data used in this prospectus supplement and the Base Prospectus is reliable, we have not independently verified the accuracy or completeness of such data.

WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE

Where You Can Find More Information

We file annual, quarterly, and current reports, proxy statements, and other information with the SEC in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Our SEC filings are available to the public at the SEC's website at www.sec.gov. Our SEC Central Index Key ("CIK") number is 0001847293. Our common stock is listed on the NYSE, and reports, proxy statements, and other information concerning us can also be inspected at the offices of the NYSE.

We maintain a website at www.redstonegaming.com. The information contained on, or that can be accessed through, our website is not part of, and is not incorporated by reference into, this prospectus supplement or the accompanying Base Prospectus. We have included our website address in this prospectus supplement solely as an inactive textual reference.

We will furnish without charge to you, upon written or oral request, a copy of any or all of the documents incorporated by reference into this prospectus supplement and the accompanying Base Prospectus, other than exhibits to those documents, unless such exhibits are specifically incorporated by reference into those documents. Requests should be directed to:

Redstone Gaming Corp.

Attention: Investor Relations

3900 Las Vegas Boulevard South, Suite 1200 Las Vegas, NV 89119 Telephone: (702) 555-4200

Email: investorrelations@redstonegaming.com

Incorporation by Reference

The SEC allows us to "incorporate by reference" information into this prospectus supplement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus supplement, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement or in a subsequently filed document incorporated by reference modifies or replaces that statement.

We incorporate by reference the following documents that we have previously filed with the SEC (excluding, in each case, any information that has been "furnished" but not "filed" for purposes of the Exchange Act):

• Our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 28, 2025;

• Amendment No. 1 to our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2024, filed with the SEC on July 15, 2025 (the "Form 10-K/A"), which amended certain disclosures in the originally filed Form 10-K for fiscal year 2024. The Form 10-K/A is specifically identified and incorporated by reference herein, and investors should review the Form 10-K/A in its entirety, as it contains material amendments to certain risk factor disclosures, management's discussion and analysis, and related financial statement footnotes that were contained in the originally filed Form 10-K;

• Our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025, filed with the SEC on May 9, 2025;

• Our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025, filed with the SEC on August 8, 2025;

• Our Current Reports on Form 8-K filed with the SEC during the period from January 1, 2025 through the date of this prospectus supplement (excluding any portions of such reports that were furnished rather than filed);

• The description of our common stock contained in our Registration Statement on Form 8-A filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description; and

• All documents filed by us with the SEC pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act on or after the date of this prospectus supplement and prior to the termination of this offering (excluding any information furnished pursuant to Items 2.02 or 7.01 of any Current Report on Form 8-K, and exhibits filed on such items, unless otherwise stated therein).

The Form 10-K/A filed July 15, 2025 is of particular significance in that it amended certain disclosures in the originally filed Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Among other things, the Form 10-K/A updated risk factor disclosures related to our Nevada revenue concentration and added supplemental information regarding the status of certain regulatory proceedings. This filing is incorporated by reference herein, and prospective investors should review the Form 10-K/A in its entirety.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying Base Prospectus, and the documents incorporated by reference herein and therein contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements.

Forward-looking statements include, but are not limited to, statements about:

• our expansion plans in Louisiana and Indiana, including our anticipated casino-resort development in Bossier City, Louisiana and the renovation and rebranding of a leased gaming facility in Gary, Indiana;

• the expected use of net proceeds from this offering, including the allocation of proceeds among our Louisiana expansion, Indiana expansion, partial retirement of our 6.25% Senior Secured Notes due 2028, and general corporate purposes;

• the anticipated benefits of the partial retirement of approximately $50,000,000 in aggregate principal amount of our 6.25% Senior Secured Notes due June 15, 2028, including projected interest expense savings;

• the growth, development, and expansion of RedBet Digital LLC, our online sports betting and iGaming platform, including our operations in twelve states and our anticipated expansion into additional markets;

• our expectations regarding regulatory approval from the Louisiana Gaming Control Board and the Indiana Gaming Commission, including the timing and outcome of pending gaming license applications;

• our projected financial performance, including expectations regarding revenues, Adjusted EBITDA, and net income;

• our ability to manage and service our indebtedness, including our 6.25% Senior Secured Notes due 2028, our 5.875% Senior Notes due 2031, and borrowings under our revolving credit facility;

• our expectations regarding consumer demand, visitation trends in our markets, and competitive dynamics in the gaming and hospitality industry;

• our ability to retain key personnel and attract additional qualified employees;

• our anticipated capital expenditures and the adequacy of our capital resources; and

• general economic, market, and business conditions, including interest rate movements and inflationary trends.

In some cases, you can identify forward-looking statements by words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "will," "would," and similar expressions, or the negative of these terms, although not all forward-looking statements contain these words. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to differ materially from those expressed or implied by these forward-looking statements.

Important factors that could cause actual results to differ materially from those indicated by the forward-looking statements include, but are not limited to, the following:

• regulatory risks inherent in our multi-state gaming operations, including the risk of adverse changes in gaming laws, regulations, or tax rates in Nevada, New Jersey, Mississippi, and other jurisdictions in which we operate or seek to operate;

• the highly regulated nature of the gaming industry, including the risk that we may not receive regulatory approvals from the Louisiana Gaming Control Board or the Indiana Gaming Commission, or that such approvals may be conditioned upon terms that are materially adverse to us;

• general economic conditions, including downturns in the economy, rising interest rates, inflation, and changes in consumer confidence that could adversely affect discretionary consumer spending on leisure activities, including gaming;

• intense competition in the gaming, hospitality, and entertainment industries, including competition from existing and new casino-resort properties, online gaming platforms, and other forms of entertainment;

• our significant concentration of revenues in Nevada, where approximately 58% of our total gaming revenue for fiscal year 2024 was derived, and the risks associated with our dependence on tourism-driven visitation to the Las Vegas market;

• changes in gaming regulations, licensing requirements, or tax structures in any of the jurisdictions in which we operate;

• fluctuations in consumer demand for gaming, hospitality, and entertainment services;

• our substantial indebtedness, which as of the date of this prospectus supplement totals approximately $660,000,000, and the restrictions imposed by the covenants contained in the indentures governing our senior notes and the credit agreement governing our revolving credit facility;

• interest rate movements and their impact on our variable-rate indebtedness under our revolving credit facility;

• our ability to successfully execute our expansion plans in Louisiana and Indiana, including the risks associated with construction, development, and the integration of new properties;

• the results of pending gaming license applications, regulatory reviews, and suitability investigations;

• cybersecurity risks and the protection of customer and corporate data;

• the impact of public health crises, natural disasters, or other catastrophic events on our operations and the broader economy; and

• the other risk factors described under "Risk Factors" in this prospectus supplement and in the documents incorporated by reference herein.

The foregoing list of factors is not exhaustive. You should carefully consider the factors described under "Risk Factors" in this prospectus supplement and in the documents incorporated by reference herein, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (as amended by the Form 10-K/A filed July 15, 2025) and our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2025 and June 30, 2025.

All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date on which they are made. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as may be required by applicable securities laws. You should not place undue reliance on any forward-looking statement.

This cautionary note is provided pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

PROSPECTUS SUPPLEMENT SUMMARY

The following summary highlights selected information from this prospectus supplement and the documents incorporated by reference herein. This summary does not contain all of the information that you should consider before investing in our common stock. You should read this entire prospectus supplement and the accompanying Base Prospectus carefully, including the section entitled "Risk Factors" and the financial statements and related notes incorporated by reference herein, before making an investment decision.

The Company. Redstone Gaming Corp. is a Delaware corporation headquartered at 3900 Las Vegas Boulevard South, Suite 1200, Las Vegas, NV 89119. We operate a diversified portfolio of eight casino-resort properties across Nevada, New Jersey, and Mississippi, offering a comprehensive range of gaming, hospitality, dining, entertainment, and convention services. Our properties feature an aggregate of approximately 14,500 slot machines, 850 table games, approximately 7,200 hotel rooms, and significant convention and meeting space.

In addition to our brick-and-mortar casino-resort operations, we operate RedBet Digital LLC, a wholly owned Nevada limited liability company subsidiary, which provides an online sports betting and interactive gaming ("iGaming") platform. RedBet Digital currently offers its services in twelve states through a combination of proprietary mobile applications and strategic partnerships with land-based gaming licensees. RedBet Digital has experienced significant growth since its launch in 2021 and is a key component of our long-term growth strategy.

Gaming Licenses and Regulatory Standing. We hold gaming licenses from the following regulatory authorities:

• Nevada Gaming Commission (License No. NGC-2019-04172)

• New Jersey Division of Gaming Enforcement (License No. NJDGE-2020-1138)

• Mississippi Gaming Commission (License No. MGC-2018-0623)

We are currently seeking to expand our operations into two additional states. We submitted a gaming license application to the Louisiana Gaming Control Board on August 12, 2025, in connection with our planned development of a casino-resort in Bossier City, Louisiana. We also submitted a gaming license application to the Indiana Gaming Commission on September 5, 2025, in connection with our planned renovation and rebranding of a leased gaming facility in Gary, Indiana. There can be no assurance that either application will be approved, or that approvals, if granted, will not be subject to conditions that could materially affect our expansion plans. See "Risk Factors — Risks Related to Our Business — Our expansion into Louisiana and Indiana is subject to regulatory approval, and there can be no assurance we will receive the required gaming licenses."

Fiscal Year 2024 Financial Highlights. For the fiscal year ended December 31, 2024, we reported total revenues of $2.47 billion, Adjusted EBITDA of $612 million, and net income of $187 million. These results reflect the continued strong performance of our Nevada operations, growth in our digital gaming platform, and disciplined cost management across our portfolio. For a reconciliation of Adjusted EBITDA to net income, see our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as amended by the Form 10-K/A filed July 15, 2025, which is incorporated by reference herein.

Market Information. Our common stock is listed on the NYSE under the ticker symbol "RDGM." As of October 3, 2025, the last reported sale price of our common stock was $27.43 per share. As of October 3, 2025, there were 152,400,000 shares of our common stock issued and outstanding (excluding 4,200,000 treasury shares) and our approximate market capitalization was $4.18 billion.

Management. Our executive management team includes:

• Marcus Hale — Chief Executive Officer and Chairman of the Board

• Lena Okafor — Chief Financial Officer

• Darren Whitfield — Executive Vice President and General Counsel

Corporate Information. We were incorporated in the State of Delaware. Our registered agent in Delaware is Capitol Corporate Services, Inc., located at 1209 Orange Street, Wilmington, DE 19801. Our Delaware Charter File Number is 7291845, and our Employer Identification Number ("EIN") is 88-1034572. Our principal executive offices are located at 3900 Las Vegas Boulevard South, Suite 1200, Las Vegas, NV 89119, and our telephone number is (702) 555-4200.

The Offering. The following is a summary of certain terms of this offering. This summary is not intended to be complete. For a more detailed description of our common stock, see "Description of Capital Stock" in this prospectus supplement and the Base Prospectus.

Unless otherwise indicated, the information in this prospectus supplement relating to the number of shares of our common stock outstanding is based on 152,400,000 shares of common stock outstanding as of October 3, 2025, and excludes:

• 4,200,000 shares of common stock held in treasury;

• 3,850,000 shares of common stock issuable upon the exercise of outstanding stock options under our 2021 Equity Incentive Plan, at a weighted-average exercise price of $19.72 per share; and

• shares of common stock reserved for future issuance under our 2021 Equity Incentive Plan.

Authorized Capital Stock. Our authorized capital stock consists of 300,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share. As of October 3, 2025, no shares of preferred stock were outstanding.

RISK FACTORS

Investing in our common stock involves significant risks. Before making an investment decision, you should carefully consider the risk factors described below, together with all of the other information contained in this prospectus supplement, the accompanying Base Prospectus, and the documents incorporated by reference herein and therein, including, in particular, the risk factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (as amended by the Form 10-K/A filed July 15, 2025) and our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2025 and June 30, 2025. The occurrence of any of the following risks, or of risks described in the documents incorporated by reference, could materially and adversely affect our business, financial condition, results of operations, and prospects. In such case, the trading price of our common stock could decline, and you may lose all or part of your investment. The risks described below and in the documents incorporated by reference are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also materially adversely affect our business, financial condition, results of operations, and prospects.

Risks Related to This Offering

Our existing stockholders will experience dilution as a result of this offering. If you purchase shares of our common stock in this offering, you will experience immediate dilution because the public offering price per share of $27.45 will exceed the net tangible book value per share of our common stock after giving effect to this offering. As of June 30, 2025, our net tangible book value per share was as set forth in the "Dilution" section of this prospectus supplement. After giving effect to the issuance and sale of 6,557,377 shares of our common stock in this offering at the public offering price of $27.45 per share, less the underwriting discount and estimated offering expenses, new investors purchasing shares in this offering will experience immediate dilution. See "Dilution" for a more detailed discussion of the dilution new investors will experience in connection with this offering.

Furthermore, if the over-allotment option is exercised in full, up to 7,540,983 shares of our common stock (including the 6,557,377 shares in the base offering) will be outstanding and sold in connection with this offering, which would result in additional dilution to existing and new investors. In addition, we have 3,850,000 shares of common stock subject to outstanding stock options under our 2021 Equity Incentive Plan at a weighted-average exercise price of $19.72 per share. To the extent that these options are exercised, you will experience further dilution.

We have broad discretion in the use of the net proceeds from this offering. Although we have identified specific uses for the net proceeds from this offering, including approximately $70,000,000 for our Louisiana expansion, approximately $45,000,000 for our Indiana expansion, approximately $50,000,000 for the partial retirement of our 6.25% Senior Secured Notes due 2028, and the remainder for general corporate purposes, our management retains broad discretion over the timing and precise allocation of the net proceeds. We may ultimately use the net proceeds differently than as described in the "Use of Proceeds" section of this prospectus supplement. Our management may allocate proceeds to uses that you or other stockholders may not consider desirable, and we cannot assure you that the proceeds will be invested in a manner that yields a favorable return. The failure of our management to apply the net proceeds effectively could result in unfavorable returns and uncertainty about our prospects, either of which could cause a decline in the trading price of our common stock.

In particular, our planned expansions in Louisiana and Indiana are contingent upon receipt of regulatory approvals from the Louisiana Gaming Control Board and the Indiana Gaming Commission, respectively. If one or both of these regulatory approvals is not obtained, we would need to redeploy the proceeds allocated to those projects to other uses, which may include general corporate purposes, alternative expansion opportunities, or additional debt reduction. There can be no assurance that any such alternative use of proceeds would generate returns comparable to those we expect from our planned Louisiana and Indiana expansions.

Future sales or issuances of common stock may depress our stock price. Sales of a substantial number of shares of our common stock in the public market after this offering, or the perception that such sales might occur, could depress the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. We cannot predict the effect that future sales of our common stock would have on the market price of our common stock.

All of our directors and executive officers (10 persons) and Grandview Capital Partners, LP (a holder of approximately 12.28% of our outstanding shares as of October 3, 2025) have entered into lock-up agreements with Pinnacle Zanthor & Co. in connection with this offering. Under these agreements, such persons and entities may not offer, sell, contract to sell, pledge, grant any option for the sale of, or otherwise dispose of, any shares of our common stock or any securities convertible into or exercisable or exchangeable for our common stock for a period of 90 days from the date of this prospectus supplement, subject to certain exceptions. After the 90-day lock-up period expires, these persons and entities will be free to sell shares of our common stock in the public market, subject to applicable securities laws, including volume limitations under Rule 144. Pinnacle Zanthor & Co. may, in its sole discretion, release any or all parties from their lock-up obligations at any time prior to the expiration of the lock-up period without prior notice.

In addition, as of the date of this prospectus supplement, we have 300,000,000 authorized shares of common stock, of which only 158,957,377 shares will be outstanding after this offering (base offering). The remaining authorized but unissued shares may be issued in future equity offerings, in connection with acquisitions, pursuant to employee benefit plans, or for other corporate purposes, in each case without stockholder approval (except as may be required by NYSE rules). Future issuances of shares of our common stock, or securities convertible into or exercisable for shares of our common stock, could dilute the interests of our existing stockholders and could depress the market price of our common stock.

Risks Related to Our Business

A significant concentration of our gaming revenues is derived from our Nevada operations, which subjects us to heightened regulatory and economic risks in that state. Approximately 58% of our total gaming revenue for fiscal year 2024 was derived from our casino-resort operations in the State of Nevada, with a significant portion of such revenue attributable to our properties located in the Las Vegas metropolitan area. This concentration of revenues in a single state and a single metropolitan area exposes us to heightened risks associated with adverse developments in Nevada, including:

• Changes in state gaming tax rates. The State of Nevada currently imposes a gross gaming revenue tax that is among the most significant operating costs for Nevada gaming operators. Any increase in the Nevada gaming tax rate, or the imposition of new taxes, fees, or assessments on gaming operations, could materially increase our operating expenses and reduce our profitability.

• Tourism-dependent economy. The Las Vegas economy is heavily dependent on tourism, conventions, and business travel. Our Nevada operations are particularly sensitive to factors that affect the volume and spending patterns of tourists visiting Las Vegas, including airline capacity and fares, gasoline prices, weather conditions, public health concerns, and macroeconomic trends affecting consumer discretionary spending. A decline in tourism or visitation to Las Vegas could materially reduce our gaming revenues.

• Competition from new or expanded gaming facilities. The gaming industry in Nevada is highly competitive. We compete with numerous other casino-resort operators for gaming customers, and the development of new gaming facilities or the expansion or renovation of existing facilities by competitors could divert customers from our properties and reduce our market share. Competition from online gaming platforms, including those operated by competitors, may also reduce visitation to our physical properties.

• Natural disasters and catastrophic events. Our Nevada properties are located in a region that is subject to seismic activity, extreme heat, flash flooding, and wildfires. A significant natural disaster affecting the Las Vegas area could damage our properties, disrupt our operations, and reduce tourism and visitation.

• Economic downturns affecting Las Vegas visitation. During economic recessions, consumer spending on discretionary activities such as gaming and entertainment typically declines. Given our concentration of revenues in Nevada, any sustained economic downturn affecting Las Vegas visitation could have a disproportionate adverse effect on our financial performance.

Any adverse regulatory change, natural disaster, public health crisis, or sustained economic downturn affecting the State of Nevada could have a material adverse effect on our revenues, operating results, and financial condition. While we are pursuing a diversification strategy through our planned expansions into Louisiana and Indiana, there can be no assurance that we will receive the necessary regulatory approvals or that, even if received, our expansion efforts will be successful in reducing our concentration of revenues in Nevada in the near term.

Our expansion into Louisiana and Indiana is subject to regulatory approval, and there can be no assurance we will receive the required gaming licenses. Our plans to expand into Louisiana and Indiana are contingent upon receiving gaming licenses from the Louisiana Gaming Control Board and the Indiana Gaming Commission, respectively. We submitted our application to the Louisiana Gaming Control Board on August 12, 2025, and our application to the Indiana Gaming Commission on September 5, 2025. The regulatory review processes associated with these applications are lengthy, complex, and uncertain.

Gaming license applications typically require extensive background investigations of the applicant, its officers, directors, key employees, and significant shareholders, as well as a thorough review of the applicant's financial condition, business plan, and proposed gaming operations. Regulatory agencies have broad discretion in evaluating applications and may impose conditions on the grant of a license, including limitations on the scope of gaming operations, requirements for minimum capital investment, or restrictions on ownership structure. In certain cases, regulatory agencies may deny applications for reasons that are difficult to predict.

We cannot assure you that either the Louisiana Gaming Control Board or the Indiana Gaming Commission will approve our applications, or that approvals, if granted, will be on terms and conditions acceptable to us. If we fail to obtain the required gaming licenses, we would be unable to proceed with our planned expansions in Louisiana and Indiana, and we would need to redeploy the approximately $115,000,000 of net proceeds from this offering that we have allocated to those expansion projects. Any such redeployment could result in proceeds being applied to uses that generate lower returns than originally anticipated.

Furthermore, even if we receive the required gaming licenses, there can be no assurance that our Louisiana and Indiana operations will achieve the levels of revenue or profitability that we anticipate. Our ability to successfully develop and operate new gaming facilities is subject to numerous risks, including construction delays, cost overruns, labor shortages, and competition from established operators in those markets.

We operate in a highly regulated industry, and the loss, suspension, or conditioning of any gaming license could materially harm our business. The gaming industry is one of the most heavily regulated industries in the United States. Our operations are subject to extensive federal, state, and local laws, regulations, and ordinances governing the conduct of gaming activities, the ownership and operation of gaming facilities, the employment of gaming personnel, and the protection of consumers and the public interest. We are required to maintain gaming licenses and regulatory approvals in each jurisdiction in which we conduct gaming operations.

We currently hold gaming licenses from the Nevada Gaming Commission, the New Jersey Division of Gaming Enforcement, and the Mississippi Gaming Commission. Our subsidiary, RedBet Digital LLC, operates online sports betting and iGaming services in twelve states, each of which has its own distinct regulatory framework, licensing requirements, and compliance obligations. Failure to comply with applicable gaming laws and regulations in any jurisdiction could result in fines, penalties, the suspension or revocation of gaming licenses, or other disciplinary action, any of which could materially harm our business, financial condition, and results of operations.

Gaming regulatory authorities have broad powers to investigate applicants and licensees and their respective officers, directors, key employees, and significant stockholders for suitability. These suitability requirements may apply to persons or entities that acquire specified percentages of our outstanding equity securities. If any person or entity that is found to be unsuitable by a gaming authority holds or controls shares of our common stock, we may be required to take remedial action, including repurchasing such shares, which could be costly and disruptive.

Our substantial indebtedness may limit our financial flexibility. As of the date of this prospectus supplement, our outstanding indebtedness consists of:

• $325,000,000 in aggregate principal amount of 6.25% Senior Secured Notes due June 15, 2028 (CUSIP: 76134Q 206), issued under an indenture dated June 15, 2021 (the "2021 Indenture"), with Fidelitas Trust Company, N.A. as trustee. We intend to apply approximately $50,000,000 of the net proceeds from this offering to retire a portion of these notes, reducing the outstanding principal amount to approximately $275,000,000.

• $200,000,000 in aggregate principal amount of 5.875% Senior Notes due September 20, 2031, issued under an indenture dated September 20, 2024 (the "2024 Indenture"), with Fidelitas Trust Company, N.A. as trustee. These notes were issued pursuant to a takedown from the same shelf registration statement to which this prospectus supplement relates.

• $135,000,000 drawn under a $400,000,000 senior secured revolving credit facility with Meridian National Bank, N.A., as administrative agent, bearing interest at a rate of Term SOFR plus 250 basis points per annum and maturing on April 30, 2027.

In total, as of the date of this prospectus supplement, our outstanding indebtedness is approximately $660,000,000. After giving effect to the application of approximately $50,000,000 of net proceeds from this offering to the partial retirement of our 6.25% Senior Secured Notes due 2028, our total outstanding indebtedness will be reduced to approximately $610,000,000.

Our substantial indebtedness could have important consequences, including the following:

• requiring us to dedicate a significant portion of our cash flow from operations to the payment of principal and interest on our indebtedness, thereby reducing the availability of cash for working capital, capital expenditures, expansion projects, and other general corporate purposes;

• limiting our ability to obtain additional financing to fund future operations, capital expenditures, and acquisitions;

• limiting our flexibility in planning for, or reacting to, changes in our business and the gaming industry;

• increasing our vulnerability to adverse economic and industry conditions; and

• placing us at a competitive disadvantage compared to competitors that have less indebtedness.

The indentures governing our senior notes and the credit agreement governing our revolving credit facility contain covenants that restrict our ability to engage in certain transactions, including incurring additional indebtedness, paying dividends, making investments, creating liens, selling assets, and entering into mergers and consolidations. A breach of any of these covenants could result in a default under the applicable instrument, which could trigger cross-default provisions in our other debt instruments and materially harm our business and financial condition.

Risks Related to Our Common Stock

The market price of our common stock may be volatile and could decline significantly. The market price of our common stock may be subject to wide fluctuations in response to various factors, many of which are beyond our control. These factors include:

• variations in our actual or anticipated quarterly operating results;

• changes in financial estimates by securities analysts;

• conditions or trends in the gaming, hospitality, and entertainment industries;

• announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures, or capital commitments;

• the outcome of our pending gaming license applications in Louisiana and Indiana;

• additions or departures of key management or other personnel;

• sales of shares of our common stock by our officers, directors, or significant shareholders;

• regulatory developments in the gaming industry;

• general economic, market, and political conditions; and

• the other factors described in this "Risk Factors" section.

In addition, the stock market in general, and the market for gaming and hospitality companies in particular, has experienced significant price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the affected companies. These broad market and industry factors may materially harm the market price of our common stock, regardless of our operating performance.

There can be no assurance of future dividend payments. We have historically paid quarterly cash dividends on our common stock. However, the payment of dividends is at the discretion of our Board of Directors and depends on our financial condition, results of operations, capital requirements, general business conditions, and other factors that our Board of Directors may deem relevant. Our ability to pay dividends may also be limited by the terms of the indentures governing our senior notes and the credit agreement governing our revolving credit facility. There can be no assurance that we will continue to pay dividends at historical rates, or at all.

USE OF PROCEEDS

We estimate that the net proceeds from the sale of the 6,557,377 shares of our common stock offered by us in this offering will be approximately $171,450,000 (or approximately $197,640,000 if the underwriters exercise their over-allotment option in full), in each case after deducting the underwriting discount of $1.098 per share (aggregate underwriting discount of approximately $7,200,000 for the base offering) and estimated offering expenses of approximately $1,350,000 payable by us. The estimated offering expenses include SEC registration fees, NYSE supplemental listing fees, printing and engraving expenses, legal fees, accounting fees, transfer agent fees, and miscellaneous expenses.

We intend to use the net proceeds from this offering as follows:

Louisiana Expansion. We intend to allocate approximately $70,000,000 of the net proceeds from this offering to fund the acquisition of development rights and the initial construction phases for a new casino-resort in Bossier City, Louisiana. We submitted our gaming license application to the Louisiana Gaming Control Board on August 12, 2025. The proposed casino-resort is expected to include approximately 1,200 slot machines, 60 table games, a 300-room hotel, and dining and entertainment amenities. We anticipate that the total development cost of the Bossier City property will be approximately $180,000,000 to $220,000,000, with the balance of the required capital expected to be funded through a combination of operating cash flows, borrowings under our revolving credit facility, and potentially additional financing. We expect the development to take approximately 24 to 30 months from the receipt of all necessary regulatory approvals and permits.

Indiana Expansion. We intend to allocate approximately $45,000,000 of the net proceeds from this offering to fund the renovation and rebranding of an existing leased gaming facility in Gary, Indiana. We submitted our gaming license application to the Indiana Gaming Commission on September 5, 2025. The Gary facility currently operates as a riverboat-style gaming venue, and we plan to renovate the property and rebrand it under the Redstone Gaming name. The renovation is expected to include the modernization of the gaming floor, the addition of a sports betting lounge, upgrades to food and beverage outlets, and improvements to the exterior and common areas. We expect the renovation to be completed within approximately 12 to 18 months following receipt of all necessary regulatory approvals and permits.

Partial Retirement of 6.25% Senior Secured Notes Due 2028. We intend to apply approximately $50,000,000 of the net proceeds from this offering to the partial retirement of our 6.25% Senior Secured Notes due June 15, 2028. These notes were issued under an indenture dated June 15, 2021, with Fidelitas Trust Company, N.A. as trustee, and are identified by CUSIP 76134Q 206. As of the date of this prospectus supplement, there are $325,000,000 in aggregate principal amount of these notes outstanding, bearing interest at a rate of 6.25% per annum. After giving effect to the partial retirement, the outstanding principal amount of the 6.25% Senior Secured Notes due 2028 will be reduced to approximately $275,000,000. We expect to effect the partial retirement through open-market purchases, privately negotiated transactions, a tender offer, or a combination thereof, at prices and on terms to be determined based on prevailing market conditions. We expect that the partial retirement will reduce our annual interest expense by approximately $3.125 million.

General Corporate Purposes. We intend to use the remaining net proceeds of approximately $6,450,000 for general corporate purposes, which may include working capital, potential future acquisitions, additional debt reduction, and capital expenditures. We have not determined the precise amounts to be allocated to each of these purposes, and the actual allocation will depend on range factors, including our operating needs, market conditions, and strategic priorities.

Contingency for Regulatory Approvals. Our planned expansions in Louisiana and Indiana are each contingent upon receipt of the required gaming licenses from the Louisiana Gaming Control Board and the Indiana Gaming Commission, respectively. If we do not receive regulatory approval in one or both of these jurisdictions, the net proceeds allocated to the affected expansion project or projects will be redeployed to general corporate purposes, alternative expansion opportunities, or additional debt reduction. We would determine the most appropriate alternative use for such proceeds at that time based on the circumstances then prevailing.

Investment of Proceeds Pending Use. Pending the application of the net proceeds from this offering to the uses described above, we intend to invest the net proceeds in short-term, investment-grade interest-bearing securities or deposit them in interest-bearing accounts at one or more financial institutions.

If the underwriters exercise their over-allotment option in full, we estimate that the additional net proceeds will be approximately $26,190,000 (after deducting the underwriting discount applicable to the additional shares), which we intend to use for general corporate purposes, including working capital and potential future acquisitions.

CAPITALIZATION

The following table sets forth our cash and cash equivalents, total indebtedness, and capitalization as of June 30, 2025:

• on an actual basis;

• on an as adjusted basis to give effect to: (i) the issuance and sale by us of 6,557,377 shares of our common stock in this offering at the public offering price of $27.45 per share, after deducting the underwriting discount of $1.098 per share and estimated offering expenses of approximately $1,350,000 payable by us; and (ii) the application of approximately $50,000,000 of the net proceeds from this offering to the partial retirement of our 6.25% Senior Secured Notes due 2028; and

• on an as adjusted basis to give effect to the foregoing adjustments and the full exercise of the underwriters' over-allotment option to purchase an additional 983,606 shares of our common stock.

This table should be read in conjunction with "Use of Proceeds," our consolidated financial statements and related notes incorporated by reference in this prospectus supplement, and the other financial information included or incorporated by reference in this prospectus supplement and the accompanying Base Prospectus.

The table above excludes:

• 3,850,000 shares of common stock issuable upon the exercise of outstanding stock options under our 2021 Equity Incentive Plan at a weighted-average exercise price of $19.72 per share; and

• shares of common stock reserved for future issuance under our 2021 Equity Incentive Plan.

The as adjusted columns in the table above reflect: (i) the issuance and sale by us of shares of our common stock in this offering at the public offering price of $27.45 per share; (ii) the deduction of the underwriting discount of $1.098 per share and estimated offering expenses of approximately $1,350,000 payable by us; and (iii) the application of approximately $50,000,000 of net proceeds from this offering to the partial retirement of our 6.25% Senior Secured Notes due June 15, 2028. The as adjusted cash and cash equivalents balance assumes that the remaining net proceeds from this offering have not yet been deployed for the Louisiana or Indiana expansion projects and are held in cash pending such deployment.

DILUTION

If you invest in our common stock in this offering, your ownership interest will be diluted immediately to the extent of the difference between the public offering price per share of $27.45 and the as adjusted net tangible book value per share of our common stock after giving effect to this offering.

Net tangible book value per share represents the amount of total tangible assets less total liabilities, divided by the total number of shares of common stock outstanding. Our net tangible book value as of June 30, 2025 was approximately $1,187,400,000, or approximately $7.79 per share of common stock, based on 152,400,000 shares of common stock outstanding as of that date.

After giving effect to the issuance and sale by us of 6,557,377 shares of our common stock in this offering at the public offering price of $27.45 per share, and after deducting the underwriting discount and estimated offering expenses payable by us and the application of approximately $50,000,000 of net proceeds to the partial retirement of our 6.25% Senior Secured Notes due 2028, our as adjusted net tangible book value as of June 30, 2025 would have been approximately $1,308,850,000, or approximately $8.23 per share of common stock. This represents an immediate increase in net tangible book value of approximately $0.44 per share to existing stockholders and an immediate dilution of approximately $19.22 per share to new investors purchasing shares of our common stock in this offering.

The following table illustrates the per share dilution to new investors:

If the underwriters exercise their over-allotment option in full, the as adjusted net tangible book value per share after this offering would be approximately $8.39 per share, representing dilution to new investors of approximately $19.06 per share.

The following table summarizes, on an as adjusted basis as of June 30, 2025, the differences between existing stockholders and new investors with respect to the number of shares of common stock purchased from us, the total consideration paid to us, and the average price per share paid:

The discussion and tables above exclude:

• 3,850,000 shares of common stock issuable upon the exercise of outstanding stock options under our 2021 Equity Incentive Plan at a weighted-average exercise price of $19.72 per share; and

• 4,200,000 shares of common stock held in treasury.

To the extent that any outstanding options are exercised, new investors will experience further dilution. In addition, if we issue additional shares of common stock in the future, investors purchasing shares in this offering may experience additional dilution.

PRICE RANGE OF COMMON STOCK AND DIVIDENDS

Our common stock is listed on the NYSE under the ticker symbol "RDGM." The following table sets forth, for the periods indicated, the high and low intraday sale prices per share of our common stock as reported by the NYSE:

On October 3, 2025, the last reported sale price of our common stock on the NYSE was $27.43 per share. As of October 3, 2025, there were approximately 840 holders of record of our common stock.

Dividend Policy. We have historically paid quarterly cash dividends on our common stock. During fiscal year 2024, we paid quarterly dividends of $0.12 per share, representing an aggregate annual dividend of $0.48 per share. During the first two quarters of fiscal year 2025, we paid quarterly dividends of $0.12 per share. The declaration and payment of future dividends is at the discretion of our Board of Directors and will depend upon, among other things, our financial condition, results of operations, capital requirements, contractual restrictions (including restrictions under the indentures governing our senior notes and the credit agreement governing our revolving credit facility), general business conditions, and other factors that our Board of Directors may deem relevant. There can be no assurance that we will continue to pay dividends at historical rates, or at all. See "Risk Factors — Risks Related to Our Common Stock — There can be no assurance of future dividend payments."

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of the material U.S. federal income tax consequences of the purchase, ownership, and disposition of shares of our common stock purchased in this offering. This summary is based on the Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations promulgated thereunder, IRS rulings and pronouncements, and judicial decisions, all as in effect on the date of this prospectus supplement and all of which are subject to change or differing interpretations at any time, possibly with retroactive effect. We cannot assure you that the IRS will not challenge one or more of the tax consequences described herein, and we have not obtained, and do not intend to obtain, a ruling from the IRS or an opinion of counsel with respect to the tax consequences described below.

This summary assumes that shares of our common stock are held as "capital assets" within the meaning of Section 1221 of the Code (generally, property held for investment). This summary does not address all aspects of U.S. federal income taxation that may be relevant to particular investors in light of their personal circumstances, or to investors subject to special tax rules, including, without limitation, banks and other financial institutions, insurance companies, tax-exempt organizations, retirement plans, partnerships and other pass-through entities (and investors therein), regulated investment companies, real estate investment trusts, dealers in securities or currencies, traders in securities who elect to apply a mark-to-market method of accounting, U.S. holders whose functional currency is not the U.S. dollar, persons who hold common stock as part of a hedge, straddle, conversion transaction, synthetic security, or other integrated transaction, persons subject to the alternative minimum tax, and persons who acquired their shares through the exercise of employee stock options or otherwise as compensation.

This summary does not address any U.S. federal estate, gift, or other non-income tax consequences, or any state, local, or non-U.S. tax consequences. Prospective investors are urged to consult their own tax advisors regarding the particular tax consequences to them of the purchase, ownership, and disposition of shares of our common stock, including the consequences under any applicable U.S. federal, state, local, or non-U.S. tax laws.

For purposes of this discussion, a "U.S. Holder" is a beneficial owner of our common stock that is, for U.S. federal income tax purposes: (i) an individual who is a citizen or resident of the United States; (ii) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia; (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust (a) the administration of which is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (b) that has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person.

A "Non-U.S. Holder" is a beneficial owner of our common stock that is neither a U.S. Holder nor a partnership (or other entity treated as a partnership for U.S. federal income tax purposes).

If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds shares of our common stock, the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. Partners of partnerships holding shares of our common stock should consult their own tax advisors.

U.S. Holders. Distributions. Distributions paid on shares of our common stock will generally be treated as dividend income to the extent paid from our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). To the extent that the amount of a distribution exceeds our current and accumulated earnings and profits, the excess will be treated first as a tax-free return of capital, reducing the holder's adjusted tax basis in the shares, and thereafter as capital gain from the sale or exchange of such shares. Dividends rece

Filed Pursuant to Rule 424(b)(5) Registration No. 333-278401
PROSPECTUS SUPPLEMENT (To Prospectus dated March 28, 2024)
6,557,377 Shares
![Redstone Gaming Corp. Logo] REDSTONE GAMING CORP.
Common Stock
We are offering 6,557,377 shares of our common stock, par value $0.001 per share. Our common stock is listed on the New York Stock Exchange ("NYSE") under the ticker symbol "RDGM." The last reported sale price of our common stock on the New York Stock Exchange on October 27, 2025 was $27.43 per share.
This prospectus supplement relates to an effective registration statement on Form S-3 (File No. 333-278401; CIK: 0001847293) originally filed with the Securities and Exchange Commission (the "SEC") on March 14, 2024, and declared effective on March 28, 2024, registering an aggregate of $750,000,000 in securities.
We have granted the underwriters a 30-day option to purchase up to 983,606 additional shares of our common stock at the public offering price less the underwriting discount to cover over-allotments, if any. If the underwriters exercise the over-allotment option in full, the maximum number of shares issuable in connection with this offering will be 7,540,983 shares, with maximum gross proceeds of approximately $207,000,000.
Investing in our common stock involves risks. See "Risk Factors" beginning on page S-15 of this prospectus supplement and in the documents incorporated by reference herein.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the shares to purchasers on or about October 31, 2025.
Bookrunners
Clearwater Capital Markets Inc. Co-Manager
The date of this prospectus supplement is October 28, 2025.
TABLE OF CONTENTS
Prospectus Supplement
Base Prospectus
You should rely only on the information contained in or incorporated by reference into this prospectus supplement and the accompanying base prospectus. We have not, and the underwriters have not, authorized any other person to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus supplement and the accompanying base prospectus, as well as information we previously filed with the SEC and incorporated by reference herein, is accurate only as of their respective dates. Our business, financial condition, results of operations, and prospects may have changed since those dates.
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of our common stock and also supplements and updates information contained in the accompanying base prospectus and the documents incorporated by reference herein and therein. The second part is the accompanying base prospectus dated March 28, 2024 (the "Base Prospectus"), which provides more general information about the types of securities we may offer from time to time, some of which does not apply to this offering.
This prospectus supplement supplements, and should be read together with, the accompanying Base Prospectus, which is part of a registration statement on Form S-3 (File No. 333-278401; CIK: 0001847293) that we filed with the SEC. The registration statement was originally filed with the SEC on March 14, 2024, and was declared effective on March 28, 2024. The registration statement registered an aggregate of $750,000,000 in securities for sale from time to time.
Prior to this offering, we have conducted one prior takedown from the shelf registration statement: in September 2024, we completed an offering of $200,000,000 in aggregate principal amount of 5.875% Senior Notes due 2031. Accordingly, the remaining shelf capacity prior to this offering was $550,000,000. After giving effect to this offering (assuming no exercise of the over-allotment option), the remaining available shelf capacity under the registration statement will be approximately $370,000,000.
To the extent there is a conflict or inconsistency between the information contained in this prospectus supplement, on the one hand, and the information contained in the Base Prospectus or any document incorporated by reference therein that was filed prior to the date of this prospectus supplement, on the other hand, the information in this prospectus supplement shall control. If any statement in a document incorporated by reference is inconsistent with a statement in another document incorporated by reference having a later date, the statement in the later-dated document modifies or supersedes the earlier statement.
Neither we nor the underwriters have authorized anyone to provide you with information different from that contained in, or incorporated by reference into, this prospectus supplement and the accompanying Base Prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the underwriters are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus supplement and the accompanying Base Prospectus, and the information incorporated by reference herein and therein, is accurate only as of its respective date, regardless of the time of delivery of this prospectus supplement and the accompanying Base Prospectus or of any sale of our common stock. Our business, financial condition, results of operations, and prospects may have changed materially since those dates.
Unless the context otherwise requires or as otherwise indicated, references in this prospectus supplement to "Redstone Gaming," "RGC," the "Company," "we," "us," and "our" refer to Redstone Gaming Corp. and its consolidated subsidiaries. References to "shares," "common stock," or "our common stock" refer to shares of our common stock, par value $0.001 per share. References to "this offering" refer to the offering of our common stock described in this prospectus supplement. References to the "underwriters" refer to Pinnacle Zanthor & Co., Hargrove Williams Securities LLC, and Clearwater Capital Markets Inc.
This prospectus supplement and the accompanying Base Prospectus contain or incorporate by reference estimates, projections, and other statistical data made by independent parties and by us relating to the size and growth of our markets. We obtained industry and market data from our own internal research and from industry publications, including trade and academic journals, government data, surveys, and other published information. While we believe that each source of data used in this prospectus supplement and the Base Prospectus is reliable, we have not independently verified the accuracy or completeness of such data.
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
Where You Can Find More Information
We file annual, quarterly, and current reports, proxy statements, and other information with the SEC in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Our SEC filings are available to the public at the SEC's website at www.sec.gov. Our SEC Central Index Key ("CIK") number is 0001847293. Our common stock is listed on the NYSE, and reports, proxy statements, and other information concerning us can also be inspected at the offices of the NYSE.
We maintain a website at www.redstonegaming.com. The information contained on, or that can be accessed through, our website is not part of, and is not incorporated by reference into, this prospectus supplement or the accompanying Base Prospectus. We have included our website address in this prospectus supplement solely as an inactive textual reference.
We will furnish without charge to you, upon written or oral request, a copy of any or all of the documents incorporated by reference into this prospectus supplement and the accompanying Base Prospectus, other than exhibits to those documents, unless such exhibits are specifically incorporated by reference into those documents. Requests should be directed to:
Redstone Gaming Corp.
Attention: Investor Relations
3900 Las Vegas Boulevard South, Suite 1200 Las Vegas, NV 89119 Telephone: (702) 555-4200
Email: investorrelations@redstonegaming.com
Incorporation by Reference
The SEC allows us to "incorporate by reference" information into this prospectus supplement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus supplement, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement or in a subsequently filed document incorporated by reference modifies or replaces that statement.
We incorporate by reference the following documents that we have previously filed with the SEC (excluding, in each case, any information that has been "furnished" but not "filed" for purposes of the Exchange Act):
• Our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 28, 2025;
• Amendment No. 1 to our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2024, filed with the SEC on July 15, 2025 (the "Form 10-K/A"), which amended certain disclosures in the originally filed Form 10-K for fiscal year 2024. The Form 10-K/A is specifically identified and incorporated by reference herein, and investors should review the Form 10-K/A in its entirety, as it contains material amendments to certain risk factor disclosures, management's discussion and analysis, and related financial statement footnotes that were contained in the originally filed Form 10-K;
• Our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025, filed with the SEC on May 9, 2025;
• Our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025, filed with the SEC on August 8, 2025;
• Our Current Reports on Form 8-K filed with the SEC during the period from January 1, 2025 through the date of this prospectus supplement (excluding any portions of such reports that were furnished rather than filed);
• The description of our common stock contained in our Registration Statement on Form 8-A filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description; and
• All documents filed by us with the SEC pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act on or after the date of this prospectus supplement and prior to the termination of this offering (excluding any information furnished pursuant to Items 2.02 or 7.01 of any Current Report on Form 8-K, and exhibits filed on such items, unless otherwise stated therein).
The Form 10-K/A filed July 15, 2025 is of particular significance in that it amended certain disclosures in the originally filed Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Among other things, the Form 10-K/A updated risk factor disclosures related to our Nevada revenue concentration and added supplemental information regarding the status of certain regulatory proceedings. This filing is incorporated by reference herein, and prospective investors should review the Form 10-K/A in its entirety.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying Base Prospectus, and the documents incorporated by reference herein and therein contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements.
Forward-looking statements include, but are not limited to, statements about:
• our expansion plans in Louisiana and Indiana, including our anticipated casino-resort development in Bossier City, Louisiana and the renovation and rebranding of a leased gaming facility in Gary, Indiana;
• the expected use of net proceeds from this offering, including the allocation of proceeds among our Louisiana expansion, Indiana expansion, partial retirement of our 6.25% Senior Secured Notes due 2028, and general corporate purposes;
• the anticipated benefits of the partial retirement of approximately $50,000,000 in aggregate principal amount of our 6.25% Senior Secured Notes due June 15, 2028, including projected interest expense savings;
• the growth, development, and expansion of RedBet Digital LLC, our online sports betting and iGaming platform, including our operations in twelve states and our anticipated expansion into additional markets;
• our expectations regarding regulatory approval from the Louisiana Gaming Control Board and the Indiana Gaming Commission, including the timing and outcome of pending gaming license applications;
• our projected financial performance, including expectations regarding revenues, Adjusted EBITDA, and net income;
• our ability to manage and service our indebtedness, including our 6.25% Senior Secured Notes due 2028, our 5.875% Senior Notes due 2031, and borrowings under our revolving credit facility;
• our expectations regarding consumer demand, visitation trends in our markets, and competitive dynamics in the gaming and hospitality industry;
• our ability to retain key personnel and attract additional qualified employees;
• our anticipated capital expenditures and the adequacy of our capital resources; and
• general economic, market, and business conditions, including interest rate movements and inflationary trends.
In some cases, you can identify forward-looking statements by words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "will," "would," and similar expressions, or the negative of these terms, although not all forward-looking statements contain these words. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to differ materially from those expressed or implied by these forward-looking statements.
Important factors that could cause actual results to differ materially from those indicated by the forward-looking statements include, but are not limited to, the following:
• regulatory risks inherent in our multi-state gaming operations, including the risk of adverse changes in gaming laws, regulations, or tax rates in Nevada, New Jersey, Mississippi, and other jurisdictions in which we operate or seek to operate;
• the highly regulated nature of the gaming industry, including the risk that we may not receive regulatory approvals from the Louisiana Gaming Control Board or the Indiana Gaming Commission, or that such approvals may be conditioned upon terms that are materially adverse to us;
• general economic conditions, including downturns in the economy, rising interest rates, inflation, and changes in consumer confidence that could adversely affect discretionary consumer spending on leisure activities, including gaming;
• intense competition in the gaming, hospitality, and entertainment industries, including competition from existing and new casino-resort properties, online gaming platforms, and other forms of entertainment;
• our significant concentration of revenues in Nevada, where approximately 58% of our total gaming revenue for fiscal year 2024 was derived, and the risks associated with our dependence on tourism-driven visitation to the Las Vegas market;
• changes in gaming regulations, licensing requirements, or tax structures in any of the jurisdictions in which we operate;
• fluctuations in consumer demand for gaming, hospitality, and entertainment services;
• our substantial indebtedness, which as of the date of this prospectus supplement totals approximately $660,000,000, and the restrictions imposed by the covenants contained in the indentures governing our senior notes and the credit agreement governing our revolving credit facility;
• interest rate movements and their impact on our variable-rate indebtedness under our revolving credit facility;
• our ability to successfully execute our expansion plans in Louisiana and Indiana, including the risks associated with construction, development, and the integration of new properties;
• the results of pending gaming license applications, regulatory reviews, and suitability investigations;
• cybersecurity risks and the protection of customer and corporate data;
• the impact of public health crises, natural disasters, or other catastrophic events on our operations and the broader economy; and
• the other risk factors described under "Risk Factors" in this prospectus supplement and in the documents incorporated by reference herein.
The foregoing list of factors is not exhaustive. You should carefully consider the factors described under "Risk Factors" in this prospectus supplement and in the documents incorporated by reference herein, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (as amended by the Form 10-K/A filed July 15, 2025) and our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2025 and June 30, 2025.
All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date on which they are made. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as may be required by applicable securities laws. You should not place undue reliance on any forward-looking statement.
This cautionary note is provided pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
PROSPECTUS SUPPLEMENT SUMMARY
The following summary highlights selected information from this prospectus supplement and the documents incorporated by reference herein. This summary does not contain all of the information that you should consider before investing in our common stock. You should read this entire prospectus supplement and the accompanying Base Prospectus carefully, including the section entitled "Risk Factors" and the financial statements and related notes incorporated by reference herein, before making an investment decision.
The Company. Redstone Gaming Corp. is a Delaware corporation headquartered at 3900 Las Vegas Boulevard South, Suite 1200, Las Vegas, NV 89119. We operate a diversified portfolio of eight casino-resort properties across Nevada, New Jersey, and Mississippi, offering a comprehensive range of gaming, hospitality, dining, entertainment, and convention services. Our properties feature an aggregate of approximately 14,500 slot machines, 850 table games, approximately 7,200 hotel rooms, and significant convention and meeting space.
In addition to our brick-and-mortar casino-resort operations, we operate RedBet Digital LLC, a wholly owned Nevada limited liability company subsidiary, which provides an online sports betting and interactive gaming ("iGaming") platform. RedBet Digital currently offers its services in twelve states through a combination of proprietary mobile applications and strategic partnerships with land-based gaming licensees. RedBet Digital has experienced significant growth since its launch in 2021 and is a key component of our long-term growth strategy.
Gaming Licenses and Regulatory Standing. We hold gaming licenses from the following regulatory authorities:
• Nevada Gaming Commission (License No. NGC-2019-04172)
• New Jersey Division of Gaming Enforcement (License No. NJDGE-2020-1138)
• Mississippi Gaming Commission (License No. MGC-2018-0623)
We are currently seeking to expand our operations into two additional states. We submitted a gaming license application to the Louisiana Gaming Control Board on August 12, 2025, in connection with our planned development of a casino-resort in Bossier City, Louisiana. We also submitted a gaming license application to the Indiana Gaming Commission on September 5, 2025, in connection with our planned renovation and rebranding of a leased gaming facility in Gary, Indiana. There can be no assurance that either application will be approved, or that approvals, if granted, will not be subject to conditions that could materially affect our expansion plans. See "Risk Factors — Risks Related to Our Business — Our expansion into Louisiana and Indiana is subject to regulatory approval, and there can be no assurance we will receive the required gaming licenses."
Fiscal Year 2024 Financial Highlights. For the fiscal year ended December 31, 2024, we reported total revenues of $2.47 billion, Adjusted EBITDA of $612 million, and net income of $187 million. These results reflect the continued strong performance of our Nevada operations, growth in our digital gaming platform, and disciplined cost management across our portfolio. For a reconciliation of Adjusted EBITDA to net income, see our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as amended by the Form 10-K/A filed July 15, 2025, which is incorporated by reference herein.
Market Information. Our common stock is listed on the NYSE under the ticker symbol "RDGM." As of October 3, 2025, the last reported sale price of our common stock was $27.43 per share. As of October 3, 2025, there were 152,400,000 shares of our common stock issued and outstanding (excluding 4,200,000 treasury shares) and our approximate market capitalization was $4.18 billion.
Management. Our executive management team includes:
• Marcus Hale — Chief Executive Officer and Chairman of the Board
• Lena Okafor — Chief Financial Officer
• Darren Whitfield — Executive Vice President and General Counsel
Corporate Information. We were incorporated in the State of Delaware. Our registered agent in Delaware is Capitol Corporate Services, Inc., located at 1209 Orange Street, Wilmington, DE 19801. Our Delaware Charter File Number is 7291845, and our Employer Identification Number ("EIN") is 88-1034572. Our principal executive offices are located at 3900 Las Vegas Boulevard South, Suite 1200, Las Vegas, NV 89119, and our telephone number is (702) 555-4200.
The Offering. The following is a summary of certain terms of this offering. This summary is not intended to be complete. For a more detailed description of our common stock, see "Description of Capital Stock" in this prospectus supplement and the Base Prospectus.
Unless otherwise indicated, the information in this prospectus supplement relating to the number of shares of our common stock outstanding is based on 152,400,000 shares of common stock outstanding as of October 3, 2025, and excludes:
• 4,200,000 shares of common stock held in treasury;
• 3,850,000 shares of common stock issuable upon the exercise of outstanding stock options under our 2021 Equity Incentive Plan, at a weighted-average exercise price of $19.72 per share; and
• shares of common stock reserved for future issuance under our 2021 Equity Incentive Plan.
Authorized Capital Stock. Our authorized capital stock consists of 300,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share. As of October 3, 2025, no shares of preferred stock were outstanding.
RISK FACTORS
Investing in our common stock involves significant risks. Before making an investment decision, you should carefully consider the risk factors described below, together with all of the other information contained in this prospectus supplement, the accompanying Base Prospectus, and the documents incorporated by reference herein and therein, including, in particular, the risk factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (as amended by the Form 10-K/A filed July 15, 2025) and our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2025 and June 30, 2025. The occurrence of any of the following risks, or of risks described in the documents incorporated by reference, could materially and adversely affect our business, financial condition, results of operations, and prospects. In such case, the trading price of our common stock could decline, and you may lose all or part of your investment. The risks described below and in the documents incorporated by reference are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also materially adversely affect our business, financial condition, results of operations, and prospects.
Risks Related to This Offering
Our existing stockholders will experience dilution as a result of this offering. If you purchase shares of our common stock in this offering, you will experience immediate dilution because the public offering price per share of $27.45 will exceed the net tangible book value per share of our common stock after giving effect to this offering. As of June 30, 2025, our net tangible book value per share was as set forth in the "Dilution" section of this prospectus supplement. After giving effect to the issuance and sale of 6,557,377 shares of our common stock in this offering at the public offering price of $27.45 per share, less the underwriting discount and estimated offering expenses, new investors purchasing shares in this offering will experience immediate dilution. See "Dilution" for a more detailed discussion of the dilution new investors will experience in connection with this offering.
Furthermore, if the over-allotment option is exercised in full, up to 7,540,983 shares of our common stock (including the 6,557,377 shares in the base offering) will be outstanding and sold in connection with this offering, which would result in additional dilution to existing and new investors. In addition, we have 3,850,000 shares of common stock subject to outstanding stock options under our 2021 Equity Incentive Plan at a weighted-average exercise price of $19.72 per share. To the extent that these options are exercised, you will experience further dilution.
We have broad discretion in the use of the net proceeds from this offering. Although we have identified specific uses for the net proceeds from this offering, including approximately $70,000,000 for our Louisiana expansion, approximately $45,000,000 for our Indiana expansion, approximately $50,000,000 for the partial retirement of our 6.25% Senior Secured Notes due 2028, and the remainder for general corporate purposes, our management retains broad discretion over the timing and precise allocation of the net proceeds. We may ultimately use the net proceeds differently than as described in the "Use of Proceeds" section of this prospectus supplement. Our management may allocate proceeds to uses that you or other stockholders may not consider desirable, and we cannot assure you that the proceeds will be invested in a manner that yields a favorable return. The failure of our management to apply the net proceeds effectively could result in unfavorable returns and uncertainty about our prospects, either of which could cause a decline in the trading price of our common stock.
In particular, our planned expansions in Louisiana and Indiana are contingent upon receipt of regulatory approvals from the Louisiana Gaming Control Board and the Indiana Gaming Commission, respectively. If one or both of these regulatory approvals is not obtained, we would need to redeploy the proceeds allocated to those projects to other uses, which may include general corporate purposes, alternative expansion opportunities, or additional debt reduction. There can be no assurance that any such alternative use of proceeds would generate returns comparable to those we expect from our planned Louisiana and Indiana expansions.
Future sales or issuances of common stock may depress our stock price. Sales of a substantial number of shares of our common stock in the public market after this offering, or the perception that such sales might occur, could depress the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. We cannot predict the effect that future sales of our common stock would have on the market price of our common stock.
All of our directors and executive officers (10 persons) and Grandview Capital Partners, LP (a holder of approximately 12.28% of our outstanding shares as of October 3, 2025) have entered into lock-up agreements with Pinnacle Zanthor & Co. in connection with this offering. Under these agreements, such persons and entities may not offer, sell, contract to sell, pledge, grant any option for the sale of, or otherwise dispose of, any shares of our common stock or any securities convertible into or exercisable or exchangeable for our common stock for a period of 90 days from the date of this prospectus supplement, subject to certain exceptions. After the 90-day lock-up period expires, these persons and entities will be free to sell shares of our common stock in the public market, subject to applicable securities laws, including volume limitations under Rule 144. Pinnacle Zanthor & Co. may, in its sole discretion, release any or all parties from their lock-up obligations at any time prior to the expiration of the lock-up period without prior notice.
In addition, as of the date of this prospectus supplement, we have 300,000,000 authorized shares of common stock, of which only 158,957,377 shares will be outstanding after this offering (base offering). The remaining authorized but unissued shares may be issued in future equity offerings, in connection with acquisitions, pursuant to employee benefit plans, or for other corporate purposes, in each case without stockholder approval (except as may be required by NYSE rules). Future issuances of shares of our common stock, or securities convertible into or exercisable for shares of our common stock, could dilute the interests of our existing stockholders and could depress the market price of our common stock.
Risks Related to Our Business
A significant concentration of our gaming revenues is derived from our Nevada operations, which subjects us to heightened regulatory and economic risks in that state. Approximately 58% of our total gaming revenue for fiscal year 2024 was derived from our casino-resort operations in the State of Nevada, with a significant portion of such revenue attributable to our properties located in the Las Vegas metropolitan area. This concentration of revenues in a single state and a single metropolitan area exposes us to heightened risks associated with adverse developments in Nevada, including:
• Changes in state gaming tax rates. The State of Nevada currently imposes a gross gaming revenue tax that is among the most significant operating costs for Nevada gaming operators. Any increase in the Nevada gaming tax rate, or the imposition of new taxes, fees, or assessments on gaming operations, could materially increase our operating expenses and reduce our profitability.
• Tourism-dependent economy. The Las Vegas economy is heavily dependent on tourism, conventions, and business travel. Our Nevada operations are particularly sensitive to factors that affect the volume and spending patterns of tourists visiting Las Vegas, including airline capacity and fares, gasoline prices, weather conditions, public health concerns, and macroeconomic trends affecting consumer discretionary spending. A decline in tourism or visitation to Las Vegas could materially reduce our gaming revenues.
• Competition from new or expanded gaming facilities. The gaming industry in Nevada is highly competitive. We compete with numerous other casino-resort operators for gaming customers, and the development of new gaming facilities or the expansion or renovation of existing facilities by competitors could divert customers from our properties and reduce our market share. Competition from online gaming platforms, including those operated by competitors, may also reduce visitation to our physical properties.
• Natural disasters and catastrophic events. Our Nevada properties are located in a region that is subject to seismic activity, extreme heat, flash flooding, and wildfires. A significant natural disaster affecting the Las Vegas area could damage our properties, disrupt our operations, and reduce tourism and visitation.
• Economic downturns affecting Las Vegas visitation. During economic recessions, consumer spending on discretionary activities such as gaming and entertainment typically declines. Given our concentration of revenues in Nevada, any sustained economic downturn affecting Las Vegas visitation could have a disproportionate adverse effect on our financial performance.
Any adverse regulatory change, natural disaster, public health crisis, or sustained economic downturn affecting the State of Nevada could have a material adverse effect on our revenues, operating results, and financial condition. While we are pursuing a diversification strategy through our planned expansions into Louisiana and Indiana, there can be no assurance that we will receive the necessary regulatory approvals or that, even if received, our expansion efforts will be successful in reducing our concentration of revenues in Nevada in the near term.
Our expansion into Louisiana and Indiana is subject to regulatory approval, and there can be no assurance we will receive the required gaming licenses. Our plans to expand into Louisiana and Indiana are contingent upon receiving gaming licenses from the Louisiana Gaming Control Board and the Indiana Gaming Commission, respectively. We submitted our application to the Louisiana Gaming Control Board on August 12, 2025, and our application to the Indiana Gaming Commission on September 5, 2025. The regulatory review processes associated with these applications are lengthy, complex, and uncertain.
Gaming license applications typically require extensive background investigations of the applicant, its officers, directors, key employees, and significant shareholders, as well as a thorough review of the applicant's financial condition, business plan, and proposed gaming operations. Regulatory agencies have broad discretion in evaluating applications and may impose conditions on the grant of a license, including limitations on the scope of gaming operations, requirements for minimum capital investment, or restrictions on ownership structure. In certain cases, regulatory agencies may deny applications for reasons that are difficult to predict.
We cannot assure you that either the Louisiana Gaming Control Board or the Indiana Gaming Commission will approve our applications, or that approvals, if granted, will be on terms and conditions acceptable to us. If we fail to obtain the required gaming licenses, we would be unable to proceed with our planned expansions in Louisiana and Indiana, and we would need to redeploy the approximately $115,000,000 of net proceeds from this offering that we have allocated to those expansion projects. Any such redeployment could result in proceeds being applied to uses that generate lower returns than originally anticipated.
Furthermore, even if we receive the required gaming licenses, there can be no assurance that our Louisiana and Indiana operations will achieve the levels of revenue or profitability that we anticipate. Our ability to successfully develop and operate new gaming facilities is subject to numerous risks, including construction delays, cost overruns, labor shortages, and competition from established operators in those markets.
We operate in a highly regulated industry, and the loss, suspension, or conditioning of any gaming license could materially harm our business. The gaming industry is one of the most heavily regulated industries in the United States. Our operations are subject to extensive federal, state, and local laws, regulations, and ordinances governing the conduct of gaming activities, the ownership and operation of gaming facilities, the employment of gaming personnel, and the protection of consumers and the public interest. We are required to maintain gaming licenses and regulatory approvals in each jurisdiction in which we conduct gaming operations.
We currently hold gaming licenses from the Nevada Gaming Commission, the New Jersey Division of Gaming Enforcement, and the Mississippi Gaming Commission. Our subsidiary, RedBet Digital LLC, operates online sports betting and iGaming services in twelve states, each of which has its own distinct regulatory framework, licensing requirements, and compliance obligations. Failure to comply with applicable gaming laws and regulations in any jurisdiction could result in fines, penalties, the suspension or revocation of gaming licenses, or other disciplinary action, any of which could materially harm our business, financial condition, and results of operations.
Gaming regulatory authorities have broad powers to investigate applicants and licensees and their respective officers, directors, key employees, and significant stockholders for suitability. These suitability requirements may apply to persons or entities that acquire specified percentages of our outstanding equity securities. If any person or entity that is found to be unsuitable by a gaming authority holds or controls shares of our common stock, we may be required to take remedial action, including repurchasing such shares, which could be costly and disruptive.
Our substantial indebtedness may limit our financial flexibility. As of the date of this prospectus supplement, our outstanding indebtedness consists of:
• $325,000,000 in aggregate principal amount of 6.25% Senior Secured Notes due June 15, 2028 (CUSIP: 76134Q 206), issued under an indenture dated June 15, 2021 (the "2021 Indenture"), with Fidelitas Trust Company, N.A. as trustee. We intend to apply approximately $50,000,000 of the net proceeds from this offering to retire a portion of these notes, reducing the outstanding principal amount to approximately $275,000,000.
• $200,000,000 in aggregate principal amount of 5.875% Senior Notes due September 20, 2031, issued under an indenture dated September 20, 2024 (the "2024 Indenture"), with Fidelitas Trust Company, N.A. as trustee. These notes were issued pursuant to a takedown from the same shelf registration statement to which this prospectus supplement relates.
• $135,000,000 drawn under a $400,000,000 senior secured revolving credit facility with Meridian National Bank, N.A., as administrative agent, bearing interest at a rate of Term SOFR plus 250 basis points per annum and maturing on April 30, 2027.
In total, as of the date of this prospectus supplement, our outstanding indebtedness is approximately $660,000,000. After giving effect to the application of approximately $50,000,000 of net proceeds from this offering to the partial retirement of our 6.25% Senior Secured Notes due 2028, our total outstanding indebtedness will be reduced to approximately $610,000,000.
Our substantial indebtedness could have important consequences, including the following:
• requiring us to dedicate a significant portion of our cash flow from operations to the payment of principal and interest on our indebtedness, thereby reducing the availability of cash for working capital, capital expenditures, expansion projects, and other general corporate purposes;
• limiting our ability to obtain additional financing to fund future operations, capital expenditures, and acquisitions;
• limiting our flexibility in planning for, or reacting to, changes in our business and the gaming industry;
• increasing our vulnerability to adverse economic and industry conditions; and
• placing us at a competitive disadvantage compared to competitors that have less indebtedness.
The indentures governing our senior notes and the credit agreement governing our revolving credit facility contain covenants that restrict our ability to engage in certain transactions, including incurring additional indebtedness, paying dividends, making investments, creating liens, selling assets, and entering into mergers and consolidations. A breach of any of these covenants could result in a default under the applicable instrument, which could trigger cross-default provisions in our other debt instruments and materially harm our business and financial condition.
Risks Related to Our Common Stock
The market price of our common stock may be volatile and could decline significantly. The market price of our common stock may be subject to wide fluctuations in response to various factors, many of which are beyond our control. These factors include:
• variations in our actual or anticipated quarterly operating results;
• changes in financial estimates by securities analysts;
• conditions or trends in the gaming, hospitality, and entertainment industries;
• announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures, or capital commitments;
• the outcome of our pending gaming license applications in Louisiana and Indiana;
• additions or departures of key management or other personnel;
• sales of shares of our common stock by our officers, directors, or significant shareholders;
• regulatory developments in the gaming industry;
• general economic, market, and political conditions; and
• the other factors described in this "Risk Factors" section.
In addition, the stock market in general, and the market for gaming and hospitality companies in particular, has experienced significant price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the affected companies. These broad market and industry factors may materially harm the market price of our common stock, regardless of our operating performance.
There can be no assurance of future dividend payments. We have historically paid quarterly cash dividends on our common stock. However, the payment of dividends is at the discretion of our Board of Directors and depends on our financial condition, results of operations, capital requirements, general business conditions, and other factors that our Board of Directors may deem relevant. Our ability to pay dividends may also be limited by the terms of the indentures governing our senior notes and the credit agreement governing our revolving credit facility. There can be no assurance that we will continue to pay dividends at historical rates, or at all.
USE OF PROCEEDS
We estimate that the net proceeds from the sale of the 6,557,377 shares of our common stock offered by us in this offering will be approximately $171,450,000 (or approximately $197,640,000 if the underwriters exercise their over-allotment option in full), in each case after deducting the underwriting discount of $1.098 per share (aggregate underwriting discount of approximately $7,200,000 for the base offering) and estimated offering expenses of approximately $1,350,000 payable by us. The estimated offering expenses include SEC registration fees, NYSE supplemental listing fees, printing and engraving expenses, legal fees, accounting fees, transfer agent fees, and miscellaneous expenses.
We intend to use the net proceeds from this offering as follows:
Louisiana Expansion. We intend to allocate approximately $70,000,000 of the net proceeds from this offering to fund the acquisition of development rights and the initial construction phases for a new casino-resort in Bossier City, Louisiana. We submitted our gaming license application to the Louisiana Gaming Control Board on August 12, 2025. The proposed casino-resort is expected to include approximately 1,200 slot machines, 60 table games, a 300-room hotel, and dining and entertainment amenities. We anticipate that the total development cost of the Bossier City property will be approximately $180,000,000 to $220,000,000, with the balance of the required capital expected to be funded through a combination of operating cash flows, borrowings under our revolving credit facility, and potentially additional financing. We expect the development to take approximately 24 to 30 months from the receipt of all necessary regulatory approvals and permits.
Indiana Expansion. We intend to allocate approximately $45,000,000 of the net proceeds from this offering to fund the renovation and rebranding of an existing leased gaming facility in Gary, Indiana. We submitted our gaming license application to the Indiana Gaming Commission on September 5, 2025. The Gary facility currently operates as a riverboat-style gaming venue, and we plan to renovate the property and rebrand it under the Redstone Gaming name. The renovation is expected to include the modernization of the gaming floor, the addition of a sports betting lounge, upgrades to food and beverage outlets, and improvements to the exterior and common areas. We expect the renovation to be completed within approximately 12 to 18 months following receipt of all necessary regulatory approvals and permits.
Partial Retirement of 6.25% Senior Secured Notes Due 2028. We intend to apply approximately $50,000,000 of the net proceeds from this offering to the partial retirement of our 6.25% Senior Secured Notes due June 15, 2028. These notes were issued under an indenture dated June 15, 2021, with Fidelitas Trust Company, N.A. as trustee, and are identified by CUSIP 76134Q 206. As of the date of this prospectus supplement, there are $325,000,000 in aggregate principal amount of these notes outstanding, bearing interest at a rate of 6.25% per annum. After giving effect to the partial retirement, the outstanding principal amount of the 6.25% Senior Secured Notes due 2028 will be reduced to approximately $275,000,000. We expect to effect the partial retirement through open-market purchases, privately negotiated transactions, a tender offer, or a combination thereof, at prices and on terms to be determined based on prevailing market conditions. We expect that the partial retirement will reduce our annual interest expense by approximately $3.125 million.
General Corporate Purposes. We intend to use the remaining net proceeds of approximately $6,450,000 for general corporate purposes, which may include working capital, potential future acquisitions, additional debt reduction, and capital expenditures. We have not determined the precise amounts to be allocated to each of these purposes, and the actual allocation will depend on range factors, including our operating needs, market conditions, and strategic priorities.
Contingency for Regulatory Approvals. Our planned expansions in Louisiana and Indiana are each contingent upon receipt of the required gaming licenses from the Louisiana Gaming Control Board and the Indiana Gaming Commission, respectively. If we do not receive regulatory approval in one or both of these jurisdictions, the net proceeds allocated to the affected expansion project or projects will be redeployed to general corporate purposes, alternative expansion opportunities, or additional debt reduction. We would determine the most appropriate alternative use for such proceeds at that time based on the circumstances then prevailing.
Investment of Proceeds Pending Use. Pending the application of the net proceeds from this offering to the uses described above, we intend to invest the net proceeds in short-term, investment-grade interest-bearing securities or deposit them in interest-bearing accounts at one or more financial institutions.
If the underwriters exercise their over-allotment option in full, we estimate that the additional net proceeds will be approximately $26,190,000 (after deducting the underwriting discount applicable to the additional shares), which we intend to use for general corporate purposes, including working capital and potential future acquisitions.
CAPITALIZATION
The following table sets forth our cash and cash equivalents, total indebtedness, and capitalization as of June 30, 2025:
• on an actual basis;
• on an as adjusted basis to give effect to: (i) the issuance and sale by us of 6,557,377 shares of our common stock in this offering at the public offering price of $27.45 per share, after deducting the underwriting discount of $1.098 per share and estimated offering expenses of approximately $1,350,000 payable by us; and (ii) the application of approximately $50,000,000 of the net proceeds from this offering to the partial retirement of our 6.25% Senior Secured Notes due 2028; and
• on an as adjusted basis to give effect to the foregoing adjustments and the full exercise of the underwriters' over-allotment option to purchase an additional 983,606 shares of our common stock.
This table should be read in conjunction with "Use of Proceeds," our consolidated financial statements and related notes incorporated by reference in this prospectus supplement, and the other financial information included or incorporated by reference in this prospectus supplement and the accompanying Base Prospectus.
The table above excludes:
• 3,850,000 shares of common stock issuable upon the exercise of outstanding stock options under our 2021 Equity Incentive Plan at a weighted-average exercise price of $19.72 per share; and
• shares of common stock reserved for future issuance under our 2021 Equity Incentive Plan.
The as adjusted columns in the table above reflect: (i) the issuance and sale by us of shares of our common stock in this offering at the public offering price of $27.45 per share; (ii) the deduction of the underwriting discount of $1.098 per share and estimated offering expenses of approximately $1,350,000 payable by us; and (iii) the application of approximately $50,000,000 of net proceeds from this offering to the partial retirement of our 6.25% Senior Secured Notes due June 15, 2028. The as adjusted cash and cash equivalents balance assumes that the remaining net proceeds from this offering have not yet been deployed for the Louisiana or Indiana expansion projects and are held in cash pending such deployment.
DILUTION
If you invest in our common stock in this offering, your ownership interest will be diluted immediately to the extent of the difference between the public offering price per share of $27.45 and the as adjusted net tangible book value per share of our common stock after giving effect to this offering.
Net tangible book value per share represents the amount of total tangible assets less total liabilities, divided by the total number of shares of common stock outstanding. Our net tangible book value as of June 30, 2025 was approximately $1,187,400,000, or approximately $7.79 per share of common stock, based on 152,400,000 shares of common stock outstanding as of that date.
After giving effect to the issuance and sale by us of 6,557,377 shares of our common stock in this offering at the public offering price of $27.45 per share, and after deducting the underwriting discount and estimated offering expenses payable by us and the application of approximately $50,000,000 of net proceeds to the partial retirement of our 6.25% Senior Secured Notes due 2028, our as adjusted net tangible book value as of June 30, 2025 would have been approximately $1,308,850,000, or approximately $8.23 per share of common stock. This represents an immediate increase in net tangible book value of approximately $0.44 per share to existing stockholders and an immediate dilution of approximately $19.22 per share to new investors purchasing shares of our common stock in this offering.
The following table illustrates the per share dilution to new investors:
If the underwriters exercise their over-allotment option in full, the as adjusted net tangible book value per share after this offering would be approximately $8.39 per share, representing dilution to new investors of approximately $19.06 per share.
The following table summarizes, on an as adjusted basis as of June 30, 2025, the differences between existing stockholders and new investors with respect to the number of shares of common stock purchased from us, the total consideration paid to us, and the average price per share paid:
The discussion and tables above exclude:
• 3,850,000 shares of common stock issuable upon the exercise of outstanding stock options under our 2021 Equity Incentive Plan at a weighted-average exercise price of $19.72 per share; and
• 4,200,000 shares of common stock held in treasury.
To the extent that any outstanding options are exercised, new investors will experience further dilution. In addition, if we issue additional shares of common stock in the future, investors purchasing shares in this offering may experience additional dilution.
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
Our common stock is listed on the NYSE under the ticker symbol "RDGM." The following table sets forth, for the periods indicated, the high and low intraday sale prices per share of our common stock as reported by the NYSE:
On October 3, 2025, the last reported sale price of our common stock on the NYSE was $27.43 per share. As of October 3, 2025, there were approximately 840 holders of record of our common stock.
Dividend Policy. We have historically paid quarterly cash dividends on our common stock. During fiscal year 2024, we paid quarterly dividends of $0.12 per share, representing an aggregate annual dividend of $0.48 per share. During the first two quarters of fiscal year 2025, we paid quarterly dividends of $0.12 per share. The declaration and payment of future dividends is at the discretion of our Board of Directors and will depend upon, among other things, our financial condition, results of operations, capital requirements, contractual restrictions (including restrictions under the indentures governing our senior notes and the credit agreement governing our revolving credit facility), general business conditions, and other factors that our Board of Directors may deem relevant. There can be no assurance that we will continue to pay dividends at historical rates, or at all. See "Risk Factors — Risks Related to Our Common Stock — There can be no assurance of future dividend payments."
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of the material U.S. federal income tax consequences of the purchase, ownership, and disposition of shares of our common stock purchased in this offering. This summary is based on the Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations promulgated thereunder, IRS rulings and pronouncements, and judicial decisions, all as in effect on the date of this prospectus supplement and all of which are subject to change or differing interpretations at any time, possibly with retroactive effect. We cannot assure you that the IRS will not challenge one or more of the tax consequences described herein, and we have not obtained, and do not intend to obtain, a ruling from the IRS or an opinion of counsel with respect to the tax consequences described below.
This summary assumes that shares of our common stock are held as "capital assets" within the meaning of Section 1221 of the Code (generally, property held for investment). This summary does not address all aspects of U.S. federal income taxation that may be relevant to particular investors in light of their personal circumstances, or to investors subject to special tax rules, including, without limitation, banks and other financial institutions, insurance companies, tax-exempt organizations, retirement plans, partnerships and other pass-through entities (and investors therein), regulated investment companies, real estate investment trusts, dealers in securities or currencies, traders in securities who elect to apply a mark-to-market method of accounting, U.S. holders whose functional currency is not the U.S. dollar, persons who hold common stock as part of a hedge, straddle, conversion transaction, synthetic security, or other integrated transaction, persons subject to the alternative minimum tax, and persons who acquired their shares through the exercise of employee stock options or otherwise as compensation.
This summary does not address any U.S. federal estate, gift, or other non-income tax consequences, or any state, local, or non-U.S. tax consequences. Prospective investors are urged to consult their own tax advisors regarding the particular tax consequences to them of the purchase, ownership, and disposition of shares of our common stock, including the consequences under any applicable U.S. federal, state, local, or non-U.S. tax laws.
For purposes of this discussion, a "U.S. Holder" is a beneficial owner of our common stock that is, for U.S. federal income tax purposes: (i) an individual who is a citizen or resident of the United States; (ii) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia; (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust (a) the administration of which is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (b) that has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person.
A "Non-U.S. Holder" is a beneficial owner of our common stock that is neither a U.S. Holder nor a partnership (or other entity treated as a partnership for U.S. federal income tax purposes).
If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds shares of our common stock, the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. Partners of partnerships holding shares of our common stock should consult their own tax advisors.
U.S. Holders. Distributions. Distributions paid on shares of our common stock will generally be treated as dividend income to the extent paid from our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). To the extent that the amount of a distribution exceeds our current and accumulated earnings and profits, the excess will be treated first as a tax-free return of capital, reducing the holder's adjusted tax basis in the shares, and thereafter as capital gain from the sale or exchange of such shares. Dividends rece

Filed Pursuant to Rule 424(b)(5) Registration No. 333-278401

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS SUPPLEMENT

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

PROSPECTUS SUPPLEMENT SUMMARY

RISK FACTORS

USE OF PROCEEDS

CAPITALIZATION

DILUTION

PRICE RANGE OF COMMON STOCK AND DIVIDENDS

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

Record

Parties

Dates

Amounts