PROSPECTUS SUPPLEMENT (To Prospectus dated March 28, 2024)
Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-278401 CIK No. 0001847293
REDSTONE GAMING CORP.
6,557,377 Shares of Common Stock
Par Value $0.001 Per Share
NYSE: RDGM
CUSIP: 76134Q 108
We are offering 6,557,377 shares of our common stock. Our common stock is listed on the New York Stock Exchange under the symbol "RDGM." On October 3, 2025, the last reported sale price of our common stock on the NYSE was $27.43 per share.
The public offering price is $27.45 per share. The following table sets forth the public offering price, underwriting discount, and proceeds, before expenses, to us on a per-share and total basis:
We have granted the underwriters a 30-day option to purchase up to 983,606 additional shares of common stock at the public offering price, less the underwriting discount, to cover over-allotments, if any. If the underwriters exercise their over-allotment option in full, the total underwriting discount will be $8,280,000 and total proceeds to us, before expenses, will be $199,800,000.
Investing in our common stock involves a high degree of risk. See "Risk Factors" beginning on page S-11 of this prospectus supplement and in the documents incorporated by reference herein for a discussion of certain risks that should be considered in connection with an investment in our common stock.
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 prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
These securities are not deposits or obligations of any bank and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.
The underwriters expect to deliver the shares of common stock to purchasers in book-entry form through the facilities of The Depository Trust Company on or about [●], 2025.
Lead Bookrunning Manager Pinnacle Zanthor & Co.
Joint Bookrunning Manager Hargrove Williams Securities LLC
Co-Manager Clearwater Capital Markets Inc.
The date of this Prospectus Supplement is [●], 2025.
Right-click to update Table of Contents
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 shares of our common stock and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference herein and therein. The second part is the accompanying prospectus dated March 28, 2024, which gives more general information about the securities we may offer from time to time, some of which may not apply to this offering.
This prospectus supplement relates to the base prospectus dated March 28, 2024, which forms a part of a registration statement on Form S-3 (File No. 333-278401) that we originally filed with the Securities and Exchange Commission (the "SEC") on March 14, 2024. The registration statement was declared effective by the SEC on March 28, 2024. The shelf registration statement registered securities for aggregate offering proceeds of up to $750,000,000.
In September 2024, we completed a takedown from the shelf registration statement in connection with an offering of $200,000,000 aggregate principal amount of our 5.875% Senior Notes due 2031. As a result, the remaining capacity under the shelf registration statement prior to this offering was $550,000,000. This offering of 6,557,377 shares of common stock at a public offering price of $27.45 per share represents aggregate gross proceeds of $180,000,000, or approximately $207,000,000 if the underwriters exercise their over-allotment option in full.
This prospectus supplement should be read together with the accompanying prospectus and the documents incorporated by reference herein and therein. This prospectus supplement, together with the accompanying prospectus and the documents incorporated by reference herein and therein, includes all material information relating to this offering.
To the extent there is a conflict or inconsistency between the information contained in this prospectus supplement and the information contained in the accompanying prospectus or any document incorporated by reference therein that was filed prior to the date of this prospectus supplement, you should rely on the information in this prospectus supplement. 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 document having the later date modifies or supersedes the earlier statement.
We have not, and the underwriters have not, authorized anyone to provide you with information that is different from that contained in or incorporated by reference in this prospectus supplement or the accompanying prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the underwriters are making an offer to sell or seeking offers to buy shares of our common stock in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus supplement, the accompanying prospectus, or any document incorporated by reference herein or therein is accurate only as of the date of the applicable document, regardless of the time of delivery of this prospectus supplement and the accompanying prospectus or any sale of shares of our common stock. Our business, financial condition, results of operations, and prospects may have changed 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 "this prospectus supplement" refer to this prospectus supplement, and references to the "accompanying prospectus" refer to the prospectus dated March 28, 2024. References to the "offering" refer to the offering of 6,557,377 shares of our common stock (or 7,540,983 shares if the underwriters exercise their over-allotment option in full) pursuant to this prospectus supplement and the accompanying prospectus.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying 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 are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this prospectus supplement, the accompanying prospectus, and the documents incorporated by reference are forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project," "should," "will," "would," and similar expressions, although not all forward-looking statements contain such identifying words.
Forward-looking statements in this prospectus supplement and the documents incorporated by reference herein include, but are not limited to, statements relating to:
• our planned expansion into the Louisiana and Indiana gaming markets, including the proposed development of a casino-resort property in Bossier City, Louisiana, and the renovation, rebranding, and capital improvements for a leased gaming facility in Gary, Indiana;
• our expected use of net proceeds from this offering, including the allocation of approximately $115,000,000 toward our multi-state expansion strategy and approximately $50,000,000 toward partial retirement of our 6.25% Senior Secured Notes due 2028;
• the anticipated benefits of reducing our outstanding indebtedness, including improved financial flexibility and reduced interest expense;
• the projected growth of our RedBet Digital platform, including expansion into additional states and the anticipated growth of online sports betting and iGaming revenues;
• the expected timing and outcome of gaming regulatory approvals from the Louisiana Gaming Control Board and the Indiana Gaming Commission;
• our expectations regarding market conditions, competitive dynamics, and industry trends in both our existing and targeted gaming markets;
• our expectations regarding capital expenditure requirements, working capital needs, and liquidity;
• our ability to maintain compliance with the terms of our outstanding indebtedness and revolving credit facility; and
• our expectations regarding the impact of existing and future regulations on our business and operations.
These forward-looking statements are based on our current expectations, assumptions, estimates, and projections about our business and our industry. They are not guarantees of future performance and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to differ materially from any future results, performance, or achievements expressed or implied by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to:
• risks associated with obtaining and maintaining gaming regulatory licenses and approvals in multiple jurisdictions, including our pending applications in Louisiana and Indiana;
• general economic and market conditions, including conditions in the gaming, hospitality, and entertainment industries;
• the impact of competition from existing and new gaming operators in our current and targeted markets;
• the challenges and uncertainties associated with multi-state expansion, including construction and development risks, regulatory compliance complexity, and the integration of new operations;
• risks associated with our digital gaming operations, including evolving and potentially inconsistent regulatory frameworks for online sports betting and iGaming;
• risks associated with our level of indebtedness, including the impact of debt service obligations and restrictive covenants on our operational flexibility;
• changes in applicable laws, regulations, or governmental policies affecting the gaming industry, including changes in tax rates or the imposition of new taxes or fees;
• the concentration of our gaming revenues in Nevada, which subjects us to Nevada-specific economic, regulatory, and other risks;
• our ability to attract and retain key employees and management personnel;
• the impact of natural disasters, pandemics, or other events beyond our control on our operations and financial results; and
• other risks and uncertainties described in the "Risk Factors" section of this prospectus supplement and in the documents incorporated by reference herein.
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 and elsewhere in this prospectus supplement and the documents incorporated by reference herein. We caution you not to place undue reliance on any forward-looking statements, which speak only as of the date of the document in which they are made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law, including the securities laws of the United States.
PROSPECTUS SUPPLEMENT SUMMARY
The following summary highlights selected information contained elsewhere in this prospectus supplement, the accompanying prospectus, and the documents incorporated by reference herein and therein. This summary does not contain all of the information that you should consider before investing in our common stock. You should carefully read the entire prospectus supplement, the accompanying prospectus, and the documents incorporated by reference, including the "Risk Factors" section and our financial statements and related notes, before making an investment decision. This summary is qualified in its entirety by the more detailed information appearing elsewhere in this prospectus supplement, the accompanying prospectus, and the documents incorporated by reference herein and therein.
Our Company
Redstone Gaming Corp. is a Delaware corporation headquartered in Las Vegas, Nevada. Our principal executive offices are located at 3900 Las Vegas Boulevard South, Suite 1200, Las Vegas, NV 89119, and our telephone number is (702) 555-8400. Our Employer Identification Number is 88-1034572, and our Delaware Charter File Number is 7291845.
We operate a diversified portfolio of eight casino-resort properties across three states — Nevada, New Jersey, and Mississippi — offering a comprehensive range of gaming, hospitality, entertainment, food and beverage, and resort amenities. Our properties include destination casino-resorts on the Las Vegas Strip and in downtown Las Vegas, a premier Atlantic City beachfront resort, and regional casino properties in Biloxi and Tunica, Mississippi. Our properties collectively offer approximately 12,800 slot machines, 540 table games, approximately 7,200 hotel rooms, and more than 50 restaurants and bars.
In addition to our land-based gaming operations, we operate RedBet Digital LLC, a Nevada limited liability company and our wholly owned subsidiary, which offers online sports betting and iGaming services in twelve states through our RedBet Digital platform. RedBet Digital has experienced significant growth since its launch in 2021, with gross gaming revenues from digital operations increasing 47% year-over-year in fiscal year 2024. We continue to evaluate opportunities to expand RedBet Digital into additional states as regulatory frameworks for online gaming evolve.
Our common stock is listed and traded on the New York Stock Exchange under the ticker symbol "RDGM." As of October 3, 2025, our market capitalization was approximately $4.18 billion, based on 152,400,000 shares of common stock outstanding and the closing price of $27.43 per share on that date.
Our leadership team is headed by Marcus Hale, our Chief Executive Officer, Lena Okafor, our Chief Financial Officer, and Darren Whitfield, our Executive Vice President and General Counsel.
Fiscal Year 2024 Financial Highlights
For the fiscal year ended December 31, 2024, we achieved the following financial results:
• Total revenues: $2.47 billion, representing an increase of 8.3% over the prior fiscal year;
• Adjusted EBITDA: $612 million, representing an Adjusted EBITDA margin of approximately 24.8%;
• Net income: $187 million, or $1.23 per diluted share; and
• Free cash flow: $298 million, after capital expenditures of $314 million.
Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP measure, see our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on July 15, 2025, which is incorporated by reference herein.
Our Multi-State Expansion Strategy
We are pursuing a strategic expansion into the Louisiana and Indiana gaming markets, which we believe offer attractive growth opportunities and will further diversify our revenue base, which is currently concentrated in Nevada (approximately 58% of total gaming revenue). Our expansion plans include:
• Bossier City, Louisiana: We intend to develop a new casino-resort property in Bossier City, Louisiana, a well-established gaming market in the Shreveport-Bossier City metropolitan area. We have entered into a purchase agreement for development rights to a prime waterfront site and have submitted an application for a gaming license from the Louisiana Gaming Control Board on August 12, 2025. We intend to allocate approximately $70,000,000 of the net proceeds of this offering toward the acquisition of development rights and initial construction costs for this project.
• Gary, Indiana: We intend to renovate, rebrand, and make capital improvements to a leased gaming facility in Gary, Indiana, to operate under the Redstone Gaming brand. We have entered into a long-term lease agreement for the facility and have submitted an application for a gaming license from the Indiana Gaming Commission on September 5, 2025. We intend to allocate approximately $45,000,000 of the net proceeds of this offering toward this project.
Our expansion into these new markets is subject to the receipt of gaming licenses from the applicable state gaming regulatory authorities. There can be no assurance that we will receive such licenses, or that we will receive them on a timely basis or on terms acceptable to us. See "Risk Factors — Risks Related to Our Business — Risks Related to Multi-State Expansion."
Gaming Regulatory Licenses
We hold the following principal gaming regulatory licenses:
• 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 have the following gaming license applications pending:
• Louisiana Gaming Control Board — Application submitted August 12, 2025
• Indiana Gaming Commission — Application submitted September 5, 2025
In addition, RedBet Digital LLC holds online gaming and/or sports betting licenses in each of the twelve states in which it currently operates. For a description of the regulatory requirements applicable to our business, see "Regulation" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as amended, incorporated by reference herein.
The Offering
The following summary contains basic information about this offering. It does not contain all of the information that you should consider before investing in our common stock. For a more complete understanding of this offering, we encourage you to read the entire prospectus supplement and the accompanying prospectus, as well as the documents incorporated by reference herein and therein.
The number of shares of our common stock to be outstanding after this offering is based on 152,400,000 shares outstanding as of October 3, 2025, and excludes:
• 4,200,000 shares of common stock held as treasury stock;
• 3,850,000 shares of common stock issuable upon the exercise of outstanding stock options granted 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.
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. No shares of preferred stock are currently outstanding, and we have no current plans, arrangements, or understandings to issue any shares of preferred stock.
Unless otherwise indicated, all information in this prospectus supplement assumes that the underwriters do not exercise their over-allotment option to purchase additional shares.
RISK FACTORS
Investing in our common stock involves a high degree of risk. You should carefully consider the risk factors described below, together with all of the other information contained in this prospectus supplement, the accompanying prospectus, and the documents incorporated by reference herein and therein, including 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), our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025, and June 30, 2025, and any subsequently filed reports, before making an investment decision. The occurrence of any of the events or developments described below, or of additional risks and uncertainties not presently known to us or that we currently deem immaterial, 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.
Risks Related to the Offering
Purchasers of our common stock in this offering will experience immediate and substantial dilution.
The public offering price of $27.45 per share is substantially higher than the net tangible book value per share of our outstanding common stock. As a result, investors purchasing shares of our common stock in this offering will experience immediate dilution. For a more detailed discussion of the dilution you will experience as a result of investing in this offering, see "Dilution." This dilution is due in large part to the fact that our earlier investors paid substantially less than the public offering price when they purchased their shares.
The market price of our common stock may be volatile following this offering, and you could lose a significant portion of your investment.
The market price of our common stock has historically been, and may continue to be, subject to significant fluctuations. Following this offering, the market price of our common stock may decline below the public offering price of $27.45 per share, and you may not be able to resell your shares at or above the price you paid. Factors that could cause fluctuations in the market price of our common stock include, but are not limited to: variations in our quarterly and annual financial results; announcements by us or our competitors of new projects, expansions, or other developments; changes in financial estimates or ratings by securities analysts; changes in the gaming regulatory environment; general economic and market conditions; the volume of trading in our common stock; and sales or anticipated sales of large blocks of our common stock.
Future sales of our common stock or securities convertible into our common stock may depress our stock price.
Sales of substantial amounts of our common stock in the public market following this offering, or the perception that such sales could occur, could adversely affect the market price of our common stock and could impair our ability to raise additional capital through the sale of equity or equity-linked securities. All of our directors and executive officers (10 persons) and Grandview Capital Partners, LP have entered into lock-up agreements that restrict their ability to offer, sell, pledge, or otherwise dispose of shares of our common stock for a period of 90 days from the date of this prospectus supplement. However, Pinnacle Zanthor & Co., as the lead bookrunning manager, may, in its sole discretion, release any of the securities subject to these lock-up agreements at any time. Upon the expiration of the 90-day lock-up period, all shares subject to lock-up will be eligible for sale in the public market, subject to applicable securities laws. In addition, shares issued upon the exercise of outstanding stock options will also be eligible for sale in the public market to the extent permitted by applicable vesting schedules, the lock-up agreements, and Rules 144 and 701 under the Securities Act.
We are also authorized to issue up to 10,000,000 shares of preferred stock without further stockholder approval, and we may issue additional shares of common stock or securities convertible into common stock in the future to raise additional capital, to fund acquisitions, or for other corporate purposes. Any such future issuances could dilute the interests of existing stockholders and could have a negative effect on the market price of our common stock.
Risks Related to Our Business
Approximately 58% of our total gaming revenue is derived from our Nevada operations, and any adverse developments in Nevada could disproportionately affect our financial results.
Our Nevada operations, which include casino-resort properties on the Las Vegas Strip and in downtown Las Vegas, generated approximately 58% of our total gaming revenue for the fiscal year ended December 31, 2024. This geographic concentration subjects us to a number of risks specific to the State of Nevada and the Las Vegas metropolitan area, including:
• Economic and tourism conditions. Nevada's gaming industry is heavily dependent on tourism, conventions, and leisure travel. Any decline in domestic or international travel to Las Vegas, whether resulting from economic downturns, public health crises, geopolitical events, changes in airline service, or other factors, could materially reduce visitation to our Nevada properties and adversely affect our gaming revenues.
• Regulatory changes. The Nevada Gaming Commission and the Nevada Gaming Control Board regulate all aspects of our gaming operations in the state. Any adverse changes in Nevada gaming regulations, tax rates, licensing requirements, or other regulatory actions could increase our compliance costs, restrict our operations, or otherwise materially affect our business.
• Natural disasters and climate events. Our Nevada properties are located in a desert climate that is subject to extreme heat, drought conditions, and other climate-related risks. Any natural disaster or climate event that disrupts our operations, damages our properties, or reduces tourism to the region could adversely affect our financial results.
• Competitive pressures. The Las Vegas gaming market is intensely competitive, with numerous large-scale casino-resort operators competing for market share. New entrants, property expansions by competitors, or changes in consumer preferences could adversely affect our competitive position.
Our concentration in Nevada creates a vulnerability that may not be fully mitigated by our operations in New Jersey, Mississippi, or our digital gaming platform. While our multi-state expansion strategy, including our pending gaming license applications in Louisiana and Indiana, is intended to diversify our revenue base, there can be no assurance that we will be successful in executing this strategy or that such diversification, if achieved, will be sufficient to offset the impact of adverse developments in Nevada.
Our expansion into Louisiana and Indiana is subject to significant risks and uncertainties, including the risk that we may not obtain necessary gaming licenses.
Our planned expansion into the Louisiana and Indiana gaming markets is a core component of our growth strategy and represents a significant allocation of the net proceeds of this offering. Our expansion plans are subject to a number of risks, including:
• Gaming license approvals. Our ability to operate gaming facilities in Louisiana and Indiana is contingent upon obtaining 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 license application process in each state involves extensive background investigations, suitability determinations, and public hearings. There can be no assurance that we will receive the required gaming licenses, that we will receive them on a timely basis, or that any licenses we receive will be on terms acceptable to us. Failure to obtain the necessary gaming licenses would prevent us from executing our expansion plans and could result in the loss of a portion of our investment in the application process.
• Construction and development risks. Our Bossier City, Louisiana project involves the acquisition of development rights and the construction of a new casino-resort property. Construction projects of this nature are subject to range risks, including cost overruns, delays due to permitting, labor shortages, supply chain disruptions, adverse weather conditions, and disputes with contractors or vendors. Any significant delay in construction or increase in development costs could adversely affect the expected returns on our investment and our overall financial condition.
• Renovation and rebranding risks. Our Gary, Indiana project involves the renovation, rebranding, and capital improvements of an existing leased gaming facility. The renovation and rebranding of an operating facility presents unique challenges, including the potential disruption to ongoing operations during the renovation period, the risk that the renovated facility may not achieve the expected level of customer acceptance, and the possibility that renovation costs may exceed our estimates.
• Regulatory compliance complexity. Operating gaming facilities in multiple states subjects us to a complex web of overlapping and potentially inconsistent regulatory frameworks. Each state gaming regulatory authority has its own set of rules, reporting requirements, and compliance standards. The costs and administrative burden of maintaining compliance across multiple jurisdictions could be significant and could divert management attention and resources from other aspects of our business.
• Competitive conditions in new markets. The competitive landscape in the Louisiana and Indiana gaming markets may differ materially from the markets in which we currently operate. We may face competition from well-established local operators, Native American gaming facilities, and other competitors who have greater familiarity with the local market dynamics. There can be no assurance that we will be able to compete effectively in these new markets.
Our digital gaming operations are subject to evolving and potentially inconsistent regulatory frameworks.
RedBet Digital LLC, our wholly owned subsidiary, operates online sports betting and iGaming services in twelve states. The regulatory landscape for online gaming in the United States is rapidly evolving, with new legislation and regulations being enacted at both the state and federal levels. We are subject to the following regulatory risks in connection with our digital gaming operations:
• The laws and regulations governing online sports betting and iGaming vary significantly from state to state, and we must obtain and maintain licenses in each jurisdiction in which we operate. The loss of any such license, or the failure to renew any such license, could require us to cease operations in the affected jurisdiction and could materially affect our digital gaming revenues.
• Several states in which we currently operate are considering changes to their online gaming regulatory frameworks, including potential increases in tax rates, additional licensing requirements, or restrictions on certain types of wagers or games. Any such changes could increase our costs of doing business, reduce the attractiveness of our product offerings, or require us to modify our operations.
• At the federal level, there is ongoing debate regarding the regulation of online gaming, including the potential for federal legislation that could preempt or supplement existing state laws. The enactment of federal legislation that is adverse to our business could have a material impact on our digital gaming operations.
• The regulatory compliance requirements for online gaming are complex and evolving. We must maintain sophisticated compliance systems and controls to monitor player activity, prevent fraud and money laundering, ensure responsible gaming, and comply with data privacy and security requirements. Any failure to maintain adequate compliance systems, or any compliance failure, could result in fines, penalties, license revocation, or reputational harm.
Our substantial indebtedness could adversely affect our financial condition and limit our operational flexibility.
As of the date of this prospectus supplement, our outstanding indebtedness includes the following:
After giving effect to the use of approximately $50,000,000 of net proceeds from this offering to retire a portion of our 6.25% Senior Secured Notes due 2028, our total outstanding indebtedness would be approximately $610,000,000.
Our substantial indebtedness could have important consequences for you as a stockholder, including:
• requiring us to dedicate a significant portion of our cash flow from operations to the payment of interest and principal on our debt, reducing the availability of cash for capital expenditures, acquisitions, and other general corporate purposes;
• increasing our vulnerability to adverse general economic conditions and adverse developments in our industry;
• limiting our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate;
• placing us at a competitive disadvantage relative to competitors that have less debt; and
• limiting our ability to borrow additional funds or refinance existing indebtedness on favorable terms, or at all.
Our indebtedness is also subject to restrictive covenants that limit our operational flexibility. Our revolving credit facility with Meridian National Bank, N.A. and the indentures governing our senior notes contain covenants that restrict, among other things, our ability to incur additional indebtedness, pay dividends or make distributions on our capital stock, make certain investments, sell or transfer assets, create liens, engage in certain transactions with affiliates, and consolidate, merge, or sell all or substantially all of our assets. A breach of any of these covenants could result in a default under our credit agreement or the applicable indenture, which could cause all amounts outstanding thereunder to become due and payable immediately.
Risks Related to Our Common Stock
The market price of our common stock may fluctuate significantly due to factors beyond our control.
The market price of our common stock may experience significant volatility as a result of range factors, many of which are beyond our control. These factors include, but are not limited to: general economic and market conditions; conditions and trends in the gaming, hospitality, and entertainment industries; our quarterly and annual financial results and those of our competitors; changes in financial estimates, recommendations, or ratings by securities analysts; announcements of new projects, acquisitions, or strategic initiatives by us or our competitors; changes in the regulatory environment affecting the gaming industry; developments affecting our key personnel; changes in accounting standards or tax laws; and general investor sentiment. In addition, the stock markets in general, and the gaming and entertainment sectors in particular, have experienced significant price and volume volatility that has often been unrelated or disproportionate to the operating performance of the companies affected. This market volatility, as well as general economic, market, or political conditions, could materially reduce the market price of our common stock regardless of our actual operating performance.
Anti-takeover provisions in our certificate of incorporation and bylaws and under Delaware law may discourage, delay, or prevent a change of control.
Our amended and restated certificate of incorporation and our amended and restated bylaws contain provisions that could make it more difficult for a third party to acquire control of us, even if the change of control would benefit our stockholders. These provisions include:
• a classified board of directors with staggered three-year terms;
• the ability of the board of directors to issue up to 10,000,000 shares of preferred stock with terms determined by the board, without stockholder approval;
• advance notice requirements for stockholder proposals and director nominations;
• limitations on the ability of stockholders to call special meetings;
• restrictions on the ability of stockholders to act by written consent; and
• supermajority voting requirements for certain amendments to our certificate of incorporation and bylaws.
In addition, as a Delaware corporation, we are subject to Section 203 of the Delaware General Corporation Law, which generally prohibits a Delaware corporation from engaging in certain business combinations with any "interested stockholder" (generally defined as a person who, together with affiliates and associates, owns 15% or more of the corporation's outstanding voting stock) for a period of three years following the date that such stockholder became an "interested stockholder," subject to certain exceptions. These provisions may discourage, delay, or prevent transactions involving a change of control of our company that are in the best interests of our stockholders.
USE OF PROCEEDS
We estimate that the net proceeds from this offering will be approximately $172,800,000 (or approximately $199,800,000 if the underwriters exercise their over-allotment option in full), after deducting the underwriting discount of $7,200,000 (or $8,280,000 if the underwriters exercise their over-allotment option in full). After deducting estimated offering expenses of approximately $1,350,000 payable by us (including SEC registration fees, NYSE supplemental listing fees, printing and engraving expenses, legal fees, accounting fees, transfer agent fees, and miscellaneous expenses), we estimate that the net proceeds from this offering, after all expenses, will be approximately $171,450,000 (or approximately $198,450,000 if the underwriters exercise their over-allotment option in full).
We intend to use the net proceeds from this offering as follows:
Louisiana and Indiana Gaming Market Expansion — Approximately $115,000,000 (~67% of Net Proceeds)
Bossier City, Louisiana — Approximately $70,000,000
We intend to allocate approximately $70,000,000 of the net proceeds of this offering to the acquisition of development rights and initial construction costs for a new casino-resort property in Bossier City, Louisiana. The Bossier City project is expected to be developed on a prime waterfront site along the Red River in the Shreveport-Bossier City metropolitan area, which we believe is an attractive and established gaming market with significant potential for growth.
The development of the Bossier City casino-resort is subject to the receipt of a gaming license from the Louisiana Gaming Control Board. We submitted our application for a gaming license on August 12, 2025, and we anticipate that the review and approval process may take approximately 12 to 18 months from the date of submission, although there can be no assurance as to the timing of any such approval. Pending receipt of the gaming license, we intend to use a portion of the allocated proceeds to secure the development rights and commence preliminary design, engineering, and site preparation activities that do not require gaming regulatory approval.
Gary, Indiana — Approximately $45,000,000
We intend to allocate approximately $45,000,000 of the net proceeds of this offering to the renovation, rebranding, and capital improvements for a leased gaming facility in Gary, Indiana. The Gary facility is an existing gaming property that we have agreed to lease pursuant to a long-term lease agreement. We intend to invest in significant renovations and capital improvements to rebrand the facility under the Redstone Gaming brand and to enhance the gaming floor, hospitality amenities, and customer experience.
The operation of the Gary gaming facility is subject to the receipt of a gaming license from the Indiana Gaming Commission. We submitted our application for a gaming license on September 5, 2025, and we anticipate that the review and approval process may take approximately 9 to 15 months from the date of submission, although there can be no assurance as to the timing of any such approval. Pending receipt of the gaming license, we intend to use a portion of the allocated proceeds to commence design and planning activities and to begin certain renovation work that does not require gaming regulatory approval.
Partial Retirement of 6.25% Senior Secured Notes due 2028 — Approximately $50,000,000
We intend to use approximately $50,000,000 of the net proceeds of this offering to redeem or repurchase at par approximately $50,000,000 aggregate principal amount of our outstanding 6.25% Senior Secured Notes due 2028 (CUSIP: 76134Q 206). The 6.25% Senior Secured Notes were issued on June 15, 2021, under an indenture dated June 15, 2021, between the Company and Fidelitas Trust Company, N.A., as trustee. As of the date of this prospectus supplement, $325,000,000 aggregate principal amount of the 6.25% Senior Secured Notes is outstanding. Following the retirement of approximately $50,000,000 aggregate principal amount using the net proceeds of this offering, approximately $275,000,000 aggregate principal amount of the 6.25% Senior Secured Notes will remain outstanding.
The partial retirement of the 6.25% Senior Secured Notes is expected to reduce our annual interest expense by approximately $3,125,000 and improve our financial flexibility by reducing our overall leverage. The 6.25% Senior Secured Notes are redeemable at par, together with accrued and unpaid interest, at the option of the Company on or after June 15, 2024, in accordance with the terms of the indenture.
General Corporate Purposes — Approximately $6,450,000
We intend to use the remaining net proceeds of approximately $6,450,000 for working capital and general corporate purposes. Pending the specific application of the net proceeds, we may invest the net proceeds in short-term, investment-grade, interest-bearing securities, certificates of deposit, or direct or guaranteed obligations of the U.S. government.
Additional Proceeds from Over-Allotment Option
If the underwriters exercise their over-allotment option in full, we will receive additional net proceeds of approximately $27,000,000 (before deducting the pro rata share of estimated offering expenses). We intend to use any such additional net proceeds for general corporate purposes or for additional reduction of our outstanding indebtedness.
Reallocation of Net Proceeds
If we do not obtain a gaming license from the Louisiana Gaming Control Board or the Indiana Gaming Commission, or if either or both of our expansion projects are not completed for any reason, we intend to reallocate the portion of the net proceeds that was allocated to the affected expansion project to additional debt reduction, including further retirement of our 6.25% Senior Secured Notes due 2028, and general corporate purposes. We may also reallocate proceeds among the uses described above depending on the timing and progress of our expansion projects and prevailing market conditions. Our management will retain broad discretion in the allocation and use of the net proceeds of this offering.
CAPITALIZATION
The following table sets forth our cash and cash equivalents and capitalization as of June 30, 2025, on:
• an actual basis;
• an as adjusted basis to give effect to the issuance and sale of 6,557,377 shares of our common stock in this offering at a public offering price of $27.45 per share, after deducting the underwriting discount and estimated offering expenses payable by us, and the application of the net proceeds as described under "Use of Proceeds," including the partial retirement of $50,000,000 aggregate principal amount of our 6.25% Senior Secured Notes due 2028; and
• an as further adjusted basis to give effect to the exercise of the underwriters' over-allotment option in full (an additional 983,606 shares).
You should read this table in conjunction with "Use of Proceeds" and our financial statements and related notes incorporated by reference in this prospectus supplement.
The as adjusted information set forth above is illustrative only and will change based on the actual date of issuance, the actual public offering price, and other terms of the offering determined at pricing.
The share information in the table above excludes:
• 3,850,000 shares of common stock issuable upon exercise of outstanding stock options granted 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 as treasury stock.
DILUTION
If you invest in our common stock in this offering, your ownership interest will be immediately diluted to the extent of the difference between the public offering price per share and the as adjusted net tangible book value per share after this offering. Dilution results from the fact that the public offering price per share is substantially in excess of the net tangible book value per share attributable to the existing stockholders.
Our net tangible book value as of June 30, 2025, was approximately $2,013,276,000, or approximately $13.21 per share of common stock, based on 152,400,000 shares of common stock outstanding as of that date. Net tangible book value per share represents the amount of our total tangible assets (total assets less intangible assets, including goodwill) less total liabilities, divided by the number of shares of common stock outstanding.
After giving effect to the issuance and sale of 6,557,377 shares of our common stock in this offering at a public offering price of $27.45 per share, and after deducting the underwriting discount and estimated offering expenses payable by us, our as adjusted net tangible book value as of June 30, 2025, would have been approximately $2,184,726,000, or approximately $13.75 per share. This represents an immediate increase in net tangible book value of approximately $0.54 per share to existing stockholders and an immediate dilution of approximately $13.70 per share to investors purchasing shares in this offering at the public offering price.
The following table illustrates this per-share dilution:
The information above is based on 152,400,000 shares of common stock outstanding as of October 3, 2025, and excludes:
• 3,850,000 shares of common stock issuable upon exercise of outstanding stock options granted 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 as treasury stock.
If the underwriters exercise their over-allotment option in full to purchase an additional 983,606 shares of common stock, the as adjusted net tangible book value per share after the offering would be approximately $13.83 per share, representing dilution of approximately $13.62 per share to new investors purchasing shares in this offering at the public offering price.
The following table summarizes, as of June 30, 2025, on an as adjusted basis after giving effect to this offering, the differences between the number of shares of common stock purchased from us, the total consideration paid to us, and the average price per share paid to us by existing stockholders and by new investors purchasing shares in this offering at the public offering price of $27.45 per share, before deducting the underwriting discount and estimated offering expenses:
If the underwriters exercise their over-allotment option in full, the number of shares held by new investors would increase to 7,540,983 shares, or approximately 4.7% of the total number of shares of our common stock outstanding after this offering.
To the extent that outstanding stock options are exercised, new investors purchasing shares in this offering may experience further dilution.
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
Our common stock is listed and traded on the New York Stock Exchange under the symbol "RDGM." The following table sets forth, for the periods indicated, the high and low intraday sales prices 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 1,284 holders of record of our common stock. The actual number of stockholders is greater than the number of record holders and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.
Dividend Policy. We have not declared or paid any cash dividends on our common stock since our initial public offering. We currently intend to retain all available funds and any future earnings for use in the operation and expansion of our business and do not anticipate declaring or paying any cash dividends on our common stock in the foreseeable future. Any future determination to declare and pay dividends will be at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, results of operations, contractual restrictions (including restrictions under our revolving credit facility and the indentures governing our senior notes), capital requirements, business prospects, and other factors our board of directors may deem relevant. Our revolving credit facility with Meridian National Bank, N.A. and the indentures governing our 6.25% Senior Secured Notes due 2028 and 5.875% Senior Notes due 2031 contain restrictions on our ability to pay dividends.
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following is a discussion of the material U.S. federal income tax consequences of the purchase, ownership, and disposition of shares of our common stock acquired in this offering. This discussion is based upon the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations promulgated thereunder, published rulings of the Internal Revenue Service (the "IRS"), and judicial decisions, all as in effect as of the date of this prospectus supplement, and all of which are subject to change or differing interpretations at any time, possibly with retroactive effect. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax consequences described below.
This discussion applies only to holders who purchase shares of our common stock in this offering and hold such shares as "capital assets" within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not purport to deal with all aspects of U.S. federal income taxation that may be relevant to particular holders in light of their personal circumstances or to holders subject to special treatment under the U.S. federal income tax laws, including, without limitation: banks, insurance companies, or other financial institutions; tax-exempt organizations; regulated investment companies or real estate investment trusts; dealers in securities or currencies; traders in securities who elect mark-to-market treatment; persons holding our common stock as part of a hedging transaction, straddle, conversion transaction, or other integrated transaction; U.S. holders whose functional currency is not the U.S. dollar; persons subject to the alternative minimum tax; partnerships or other pass-through entities (or investors therein); persons who acquired our common stock through the exercise of employee stock options or otherwise as compensation; or certain U.S. expatriates or former long-term residents of the United States.
This discussion does not address any U.S. state or local or non-U.S. tax consequences, the Medicare contribution tax on net investment income, or any other aspect of U.S. federal tax law other than income taxation. Each prospective investor is urged to consult its own tax advisor regarding the U.S. federal, state, local, and non-U.S. income and other tax consequences of the purchase, ownership, and disposition of shares of our common stock.
For purposes of this discussion, a "U.S. holder" means 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 entity treated 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 U.S. court and one or more "United States persons" (as defined in Section 7701(a)(30) of the Code) 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 United States person.
A "non-U.S. holder" means a beneficial owner of our common stock (other than a partnership or other entity treated as a partnership for U.S. federal income tax purposes) that is not a U.S. holder.
If a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) holds 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. If you are a partner of a partnership holding our common stock, we urge you to consult your own tax advisor regarding the tax consequences of the purchase, ownership, and disposition of our common stock.
U.S. Holders
Distributions. Distributions paid on our common stock will constitute dividends for U.S. federal income tax purposes to the extent paid out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. holder's adjusted tax basis in our common stock. Any remaining excess will be treated as gain from the sale or exchange of the common stock and will be treated as described below under "— Sale or Other Taxable Disposition."
Dividends received by non-corporate U.S. holders may be subject to tax at the lower rates applicable to "qualified dividend income" if certain holding period and other requirements are satisfied. Dividends received by corporate U.S. holders may be eligible for the dividends-received deduction, subject to applicable limitations.
Sale or Other Taxable Disposition
A U.S. holder will generally recognize gain or loss on the sale, exchange, or other taxable disposition of our common stock equal to the difference between the amount realized on the disposition and the U.S. holder's adjusted tax basis in the shares disposed of. Such gain or loss will generally be capital gain or loss and will be long-term capital gain or loss if the U.S. holder's holding period for the shares exceeds one year at the time of disposition. Long-term capital gains of non-corporate U.S. holders are generally taxed at preferential rates. The deductibility of capital losses is subject to limitations.
Tax Basis. A U.S. holder's initial tax basis in shares of our common stock purchased in this offering will generally equal the price paid for such shares.