SUBJECT TO COMPLETION, DATED OCTOBER 6, 2025
The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying base prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-278401 SEC CIK No.: 0001847293
PROSPECTUS SUPPLEMENT
(To Prospectus dated March 28, 2024)
REDSTONE GAMING CORP.
6,557,377 Shares of Common Stock ($0.001 par value per share)
NYSE Ticker Symbol: RDGM CUSIP: 76134Q 108
Redstone Gaming Corp. ("RGC," the "Company," "we," "us," or "our") is offering 6,557,377 shares of our common stock, par value $0.001 per share, pursuant to this prospectus supplement and the accompanying base prospectus. Our common stock is listed on the New York Stock Exchange (the "NYSE") under the ticker symbol "RDGM." On October 3, 2025, the last reported closing sale price of our common stock on the NYSE was $27.43 per share.
Investing in our common stock involves a high degree of risk. See "Risk Factors" beginning on page S-16 of this prospectus supplement and in the documents incorporated by reference herein.
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, solely to cover over-allotments, if any. If the underwriters exercise their over-allotment option in full, the total public offering price, underwriting discount, and proceeds to us (before expenses) will be approximately $207,000,000, $8,280,000, and $198,720,000, respectively.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined whether this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
Neither the Nevada Gaming Commission, the New Jersey Division of Gaming Enforcement, the Mississippi Gaming Commission, the Louisiana Gaming Control Board, the Indiana Gaming Commission, nor any other gaming authority has approved or disapproved of these securities, passed upon the adequacy or accuracy of this prospectus supplement, or made any finding that the offering described herein is in compliance with applicable gaming laws. Any representation to the contrary is unlawful.
The underwriters expect to deliver the shares of common stock to purchasers on or about October 31, 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 October 6, 2025
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement relates to the offering of 6,557,377 shares of our common stock, par value $0.001 per share, and supplements the base prospectus dated March 28, 2024 (the "base prospectus"), which forms a part of our registration statement on Form S-3 (File No. 333-278401) originally filed with the Securities and Exchange Commission (the "SEC") on March 14, 2024, and declared effective on March 28, 2024 (the "registration statement"). This prospectus supplement, together with the accompanying base prospectus, sets forth certain information regarding us and the shares of common stock being offered and sold in this offering.
The base prospectus was filed as part of a shelf registration statement providing for an aggregate offering capacity of $750,000,000 in securities. In September 2024, we completed an offering of $200,000,000 aggregate principal amount of 5.875% Senior Notes due 2031 under the shelf registration statement, which reduced the remaining shelf capacity to $550,000,000. After giving effect to this offering (assuming no exercise of the underwriters' over-allotment option), the remaining capacity under the shelf registration statement will be approximately $370,000,000.
This prospectus supplement and the accompanying base prospectus are part of the registration statement that we filed with the SEC using the SEC's "shelf" registration process. Under this shelf registration process, we may, from time to time, sell any combination of the securities described in the base prospectus in one or more offerings up to the remaining capacity under the shelf registration statement.
This prospectus supplement provides you with specific information about this offering. Both this prospectus supplement and the accompanying base prospectus include or incorporate by reference important information about us, our common stock, and other information you should know before investing in our common stock. This prospectus supplement also adds to, updates, and changes information contained in the base prospectus. To the extent that any statement in this prospectus supplement is inconsistent with statements made in the accompanying base prospectus or any documents incorporated by reference therein that were filed before the date of this prospectus supplement, the statements made in this prospectus supplement will be deemed to modify or supersede those made in the accompanying base prospectus and such documents incorporated by reference therein. You should read this prospectus supplement together with the accompanying base prospectus and the information incorporated by reference in this prospectus supplement and the accompanying base prospectus, including the documents described under the heading "Incorporation of Certain Documents by Reference."
Neither the delivery of this prospectus supplement and the accompanying base prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of Redstone Gaming Corp. since the date of this prospectus supplement or that the information contained or incorporated by reference herein is correct as of any time subsequent to its date.
Unless the context otherwise requires, references in this prospectus supplement to "Redstone Gaming Corp.," "RGC," the "Company," "we," "us," and "our" refer to Redstone Gaming Corp. and its consolidated subsidiaries.
FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying base prospectus, including 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 intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact and may be identified by the use of words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project," "will," "would," and similar terms and phrases, including references to assumptions. Forward-looking statements reflect our current expectations, plans, or forecasts of future events and are based on information available to us as of the date of this prospectus supplement.
Forward-looking statements contained in or incorporated by reference in this prospectus supplement and the accompanying base prospectus include, but are not limited to, statements relating to:
• our anticipated use of net proceeds from this offering, including for expansion into the Louisiana and Indiana gaming markets, partial retirement of our 6.25% Senior Secured Notes due 2028, and general corporate purposes;
• our expansion plans in Louisiana, including the proposed development of a new casino-resort in Bossier City, Louisiana, and in Indiana, including the proposed renovation and operation of a leased gaming facility in Gary, Indiana;
• the expected benefits of retiring a portion of our outstanding 6.25% Senior Secured Notes due 2028, including anticipated interest expense savings and improved financial flexibility;
• anticipated regulatory approvals from the Louisiana Gaming Control Board (application submitted August 12, 2025) and the Indiana Gaming Commission (application submitted September 5, 2025);
• our expectations regarding the growth and expansion of our digital gaming platform, RedBet Digital, including the number of states in which we operate and our expectations regarding future market opportunity;
• our anticipated capital expenditure requirements for fiscal years 2025 and 2026;
• our expectations regarding future revenues, Adjusted EBITDA, and net income; and
• general expectations regarding the gaming and entertainment industry and our competitive position therein.
These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described under "Risk Factors" in this prospectus supplement and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (as amended by Form 10-K/A filed July 15, 2025) and our Quarterly Reports on Form 10-Q, all of which are incorporated by reference herein. Factors that could cause actual results to differ materially from those expressed or implied in such forward-looking statements include, but are not limited to:
• gaming regulatory actions, including the potential denial or delay of our pending applications before the Louisiana Gaming Control Board and the Indiana Gaming Commission, or the imposition of conditions or restrictions on our gaming licenses in Nevada, New Jersey, Mississippi, or any other jurisdiction in which we operate or seek to operate;
• competition from established gaming operators, new market entrants, Native American gaming establishments, and online and digital gaming competitors;
• general economic conditions, including inflation, recessionary pressures, consumer spending patterns, and changes in discretionary spending by consumers on leisure and entertainment activities;
• changes in consumer preferences, including shifts in demand for physical casino experiences versus digital gaming platforms and the impact of evolving entertainment alternatives;
• cybersecurity risks, including data breaches, ransomware attacks, unauthorized access to patron and employee personal information, and the costs and reputational harm associated with cybersecurity incidents;
• interest rate fluctuations and their impact on our variable-rate indebtedness under our revolving credit facility with Meridian National Bank, N.A. and on our ability to refinance existing indebtedness on favorable terms;
• construction and development risks, including cost overruns, permitting delays, labor shortages, and supply chain disruptions that could affect our proposed projects in Bossier City, Louisiana and Gary, Indiana;
• risks related to the integration and operation of newly acquired or developed properties;
• changes in federal, state, or local tax laws or gaming laws and regulations that could adversely affect our operations; and
• other risks described under "Risk Factors" in this prospectus supplement and in the documents incorporated by reference herein.
We caution you not to place undue reliance on forward-looking statements, which speak only as of the date of this prospectus supplement or, in the case of documents incorporated by reference, the date of those documents. We do not undertake, and expressly disclaim, any obligation to 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 and the rules and regulations of the SEC.
PROSPECTUS SUPPLEMENT SUMMARY
The following summary highlights selected information contained elsewhere in this prospectus supplement, the accompanying base prospectus, and the documents incorporated by reference herein and therein. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus supplement, the accompanying base prospectus, and the documents incorporated by reference herein and therein carefully, including the "Risk Factors" sections and our consolidated financial statements and the notes thereto, before making an investment decision.
The Company
Redstone Gaming Corp. is a Delaware corporation headquartered in Las Vegas, Nevada. We are a diversified gaming and entertainment company that owns and operates a portfolio of eight casino-resort properties across three states — Nevada, New Jersey, and Mississippi — and operates RedBet Digital LLC ("RedBet Digital"), a digital gaming platform offering online sports betting and interactive gaming ("iGaming") in twelve states. Our common stock trades on the New York Stock Exchange under the ticker symbol "RDGM."
Our principal executive offices are located at 3900 Las Vegas Boulevard South, Suite 1200, Las Vegas, Nevada 89119. Our telephone number at such address is (702) 555-0140. Our registered agent in the State of Delaware is Capitol Corporate Services, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. Our Delaware charter file number is 7291845 and our employer identification number (EIN) is 88-1034572. Our website address is www.redstonegaming.com. Information contained on, or accessible through, our website is not incorporated by reference into this prospectus supplement or the accompanying base prospectus and should not be considered part of this prospectus supplement or the accompanying base prospectus.
Our Operations
We operate our business through two principal segments:
• Physical Gaming Operations. We own and operate eight casino-resort properties: four in Nevada (including our flagship Redstone Grand Las Vegas on the Las Vegas Strip), two in New Jersey (located in Atlantic City), and two in Mississippi (located in Biloxi and Tunica). Our casino-resort properties collectively feature approximately 18,500 slot machines, 1,200 table games, 9,700 hotel rooms, and range dining, entertainment, and convention facilities.
• Digital Gaming Operations. Through our wholly-owned subsidiary, RedBet Digital LLC, we offer online sports betting and iGaming in twelve states. RedBet Digital has experienced significant growth since its launch in 2021, and we continue to pursue expansion into additional states as regulatory environments permit.
Financial Highlights
For the fiscal year ended December 31, 2024, we reported:
• Total revenues of approximately $2.47 billion;
• Adjusted EBITDA of approximately $612 million; and
• Net income of approximately $187 million.
Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP financial measure, see our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (as amended by Form 10-K/A filed July 15, 2025), which is incorporated by reference herein.
Executive Leadership
Our executive leadership team includes:
• Marcus Hale — Chairman and Chief Executive Officer
• Lena Okafor — Executive Vice President and Chief Financial Officer
• Darren Whitfield — Executive Vice President and General Counsel
Gaming Licenses and Regulatory Status
The gaming industry is subject to extensive regulation at the federal, state, and local levels. We are required to maintain various gaming licenses, permits, and authorizations in each jurisdiction in which we operate. Our principal gaming licenses are as follows:
• Nevada Gaming Commission — License No.: NGC-2019-04172. Our Nevada gaming license authorizes us to operate our four casino-resort properties in the State of Nevada. Our Nevada license is subject to periodic review and renewal in accordance with Nevada gaming laws and the regulations of the Nevada Gaming Commission and the Nevada State Gaming Control Board.
• New Jersey Division of Gaming Enforcement — License No.: NJDGE-2020-1138. Our New Jersey casino license authorizes us to operate our two casino-resort properties in Atlantic City, New Jersey. Our license is subject to renewal and ongoing regulatory oversight by the New Jersey Casino Control Commission and the New Jersey Division of Gaming Enforcement.
• Mississippi Gaming Commission — License No.: MGC-2018-0623. Our Mississippi gaming license authorizes us to operate our two casino properties in Biloxi and Tunica, Mississippi. Our license is subject to renewal and regulatory oversight by the Mississippi Gaming Commission.
Pending Applications
As part of our strategic expansion plans, we have submitted the following gaming license applications:
• Louisiana Gaming Control Board. On August 12, 2025, we filed an application with the Louisiana Gaming Control Board for casino-resort development rights in Bossier City, Louisiana. The application is currently under review, and there can be no assurance as to when or whether such approval will be obtained or the conditions that may be imposed in connection therewith.
• Indiana Gaming Commission. On September 5, 2025, we filed an application with the Indiana Gaming Commission for the renovation and operation of a leased gaming facility in Gary, Indiana. The application is currently under review, and there can be no assurance as to when or whether such approval will be obtained or the conditions that may be imposed in connection therewith.
Recent Developments
Authorization of the Offering. On September 30, 2025, our Board of Directors authorized this offering and established a Pricing Committee, consisting of Marcus Hale (Chairman and CEO), Lena Okafor (EVP and CFO), and two independent directors, to finalize the pricing and other terms of this offering.
Form 10-K/A Filing. On July 15, 2025, we filed a Form 10-K/A with the SEC, amending our originally filed Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The Form 10-K/A was filed to correct certain disclosures related to segment reporting and to update the report of our independent registered public accounting firm. The Form 10-K/A is incorporated by reference herein.
Louisiana Expansion. On August 12, 2025, we filed an application with the Louisiana Gaming Control Board for casino-resort development rights in Bossier City, Louisiana. The proposed Bossier City project contemplates the development of a new casino-resort with approximately 1,200 slot machines, 80 table games, a 250-room hotel, and dining and entertainment amenities. We estimate that the total development cost for the Bossier City project will be approximately $350 million, of which approximately $70 million of the net proceeds of this offering will be used for the acquisition of development rights and initial construction costs. There can be no assurance that we will receive the necessary regulatory approvals or that we will be able to complete the project within the estimated budget and timeline.
Indiana Expansion. On September 5, 2025, we filed an application with the Indiana Gaming Commission for the renovation and operation of a leased gaming facility in Gary, Indiana. The proposed Gary project contemplates the renovation and rebranding of an existing gaming facility under a long-term lease arrangement, with approximately 900 slot machines and 50 table games. We estimate that the total renovation cost for the Gary project will be approximately $80 million, of which approximately $45 million of the net proceeds of this offering will be used. There can be no assurance that we will receive the necessary regulatory approvals or that we will be able to complete the renovation within the estimated budget and timeline.
THE OFFERING
The following summary contains basic information about the offering and is not intended to be complete. It does not contain all of the information that is important to you. For a more complete understanding of our common stock, please refer to the section entitled "Description of Capital Stock" in the accompanying base prospectus and our certificate of incorporation and bylaws, each of which is incorporated by reference as an exhibit to the registration statement of which the accompanying base prospectus forms a part.
The number of shares of common stock outstanding before and after this offering 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 that may be issuable upon the exercise of the underwriters' over-allotment option to purchase up to 983,606 additional shares, unless the context specifically indicates otherwise.
Unless otherwise indicated, information in this prospectus supplement assumes no exercise of the underwriters' over-allotment option.
RISK FACTORS
Investing in our common stock involves a high degree of risk. Before making a decision to invest in our common stock, you should carefully consider the risks 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 the risk factors set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (as amended by Form 10-K/A filed July 15, 2025) and our subsequent Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025. Some of these risks relate principally to this offering and our common stock, while others relate to our business and industry generally. If any of the risks described below or in the documents incorporated by reference herein actually occurs, our business, financial condition, results of operations, and prospects could be materially and adversely affected. In that event, the market price of our common stock could decline, and you could lose all or part of your investment.
Risks Related to the Offering
You will experience immediate dilution as a result of the offering.
The public offering price of $27.45 per share is substantially higher than the net tangible book value per share of our common stock as of June 30, 2025. As a result, purchasers of shares of our common stock in this offering will experience immediate and substantial dilution in the net tangible book value of their investment. Based on our net tangible book value as of June 30, 2025, if you purchase shares of our common stock in this offering at the public offering price of $27.45 per share, you will experience immediate dilution in net tangible book value. See "Dilution" for a more detailed discussion of the dilution you will experience as a result of this offering.
In addition, we have outstanding stock options to purchase 3,850,000 shares of our common stock under our 2021 Equity Incentive Plan at a weighted-average exercise price of $19.72 per share. To the extent that these outstanding options are exercised, there will be further dilution to new investors in this offering. We may also issue additional shares of common stock or other securities convertible into or exchangeable for shares of common stock in the future in connection with financings, acquisitions, equity compensation plans, or otherwise. Any such issuance could result in further dilution to investors in this offering.
Future sales of shares of common stock, or the perception that future sales may occur, could depress the price of our common stock.
After this offering, we will have 158,957,377 shares of common stock outstanding (or 159,940,983 shares if the underwriters exercise their over-allotment option in full). The shares of common stock sold in this offering will be freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by our "affiliates" as that term is defined in Rule 144 under the Securities Act, which shares would be subject to the volume and other limitations of Rule 144.
Our directors, executive officers (10 persons), and Grandview Capital Partners, LP have entered into lock-up agreements with the underwriters that, subject to certain exceptions, restrict their ability to sell, offer to sell, pledge, or otherwise transfer or dispose of shares of our common stock for a period of 90 days from the date of the final prospectus supplement. At the expiration of the 90-day lock-up period, these stockholders will be able to sell their shares in the public market, subject to applicable securities laws. As of October 3, 2025, Grandview Capital Partners, LP held approximately 18,720,000 shares of our common stock, representing approximately 12.28% of our outstanding shares, and Thornbridge Asset Management, Inc. held approximately 10,668,000 shares of our common stock, representing approximately 7.00% of our outstanding shares. Sales of substantial amounts of our common stock in the public market after the expiration of the lock-up period, or the perception that such sales could occur, could adversely affect the market price of our common stock and could impair our future ability to raise capital through the sale of equity securities.
In addition, Pinnacle Zanthor & Co., as lead bookrunning manager, may, in its sole discretion and at any time without notice, release all or any portion of the shares subject to the lock-up agreements, which could result in the sale of additional shares of our common stock into the public market.
We have broad discretion in the use of the net proceeds from this offering.
Our management will have broad discretion in the application of the net proceeds from this offering, including for any of the purposes described in "Use of Proceeds." You will not have the opportunity, as part of your investment decision, to assess whether the net proceeds are being used appropriately. Our management could spend the net proceeds in ways that do not improve our results of operations or enhance the value of our common stock. The failure by our management to apply these funds effectively could result in financial losses that could have a material adverse effect on our business, cause the price of our common stock to decline, and delay the development of our expansion projects in Louisiana and Indiana. Pending the application of the net proceeds, we may invest the net proceeds in short-term, investment-grade, interest-bearing securities or hold such proceeds as cash and cash equivalents. These investments may not yield a favorable return to our stockholders.
Our management and existing shareholders will continue to exercise significant control after this offering.
After this offering, our executive officers, directors, and holders of more than 10% of our outstanding common stock will continue to collectively beneficially own a substantial percentage of our outstanding common stock. As a result, these stockholders will continue to be able to significantly influence matters requiring stockholder approval, including the election and removal of directors, amendments to our certificate of incorporation and bylaws, and the approval of mergers, acquisitions, or other extraordinary transactions. The interests of these stockholders may not always coincide with your interests or the interests of other stockholders.
Risks Related to Our Business and Industry
Our gaming operations are subject to extensive regulation, and any failure to maintain our licenses could have a material adverse effect.
The gaming industry is subject to extensive regulation under the laws, rules, and regulations of each jurisdiction in which we operate. We are required to hold and maintain gaming licenses issued by the Nevada Gaming Commission (License No.: NGC-2019-04172), the New Jersey Division of Gaming Enforcement (License No.: NJDGE-2020-1138), and the Mississippi Gaming Commission (License No.: MGC-2018-0623). These gaming authorities have broad discretion in granting, renewing, revoking, or suspending gaming licenses and in imposing fines, penalties, or other disciplinary actions.
Our gaming licenses impose various conditions and restrictions on our operations, including restrictions on the types of games we may offer, limitations on hours of operation, requirements for minimum capital and reserves, and obligations to maintain suitable facilities and personnel. Any failure to comply with these conditions and restrictions, or any failure to maintain the suitability of our officers, directors, key employees, or significant stockholders, could result in the revocation or suspension of our gaming licenses, which would have a material adverse effect on our business, financial condition, and results of operations.
In addition, changes in gaming laws and regulations, or changes in the interpretation or enforcement of existing laws and regulations, could adversely affect our operations. Gaming regulatory authorities may also require us to obtain additional approvals, licenses, or permits in connection with this offering, the use of proceeds therefrom, or changes in our ownership structure resulting from the offering.
Our expansion into new markets, including Louisiana and Indiana, is subject to regulatory approval and other uncertainties.
Our strategic growth plans include expansion into the Louisiana and Indiana gaming markets. On August 12, 2025, we filed an application with the Louisiana Gaming Control Board for casino-resort development rights in Bossier City, Louisiana, and on September 5, 2025, we filed an application with the Indiana Gaming Commission for the renovation and operation of a leased gaming facility in Gary, Indiana. There can be no assurance that either of these applications will be approved, or, if approved, that such approvals will be granted on a timely basis or without conditions or restrictions that could materially increase our costs or limit our operating flexibility.
Even if we receive the necessary regulatory approvals, our expansion projects are subject to significant construction and development risks, including cost overruns, construction delays, labor shortages, supply chain disruptions, environmental remediation requirements, and the need to obtain various local permits and approvals. The proposed Bossier City, Louisiana casino-resort development, in particular, will involve the construction of a new facility from the ground up, which entails substantial execution risk. The proposed Gary, Indiana project involves the renovation of an existing leased gaming facility, which may present challenges related to the condition of the existing structure, tenant improvement obligations, and coordination with the property owner.
Furthermore, there can be no assurance that these new markets will generate the revenues and returns we expect. Our projections regarding the performance of our expansion projects are based on assumptions about local market conditions, competitive dynamics, consumer demand, and regulatory environments that may prove to be inaccurate. If we are unable to successfully expand into Louisiana and Indiana, or if our expansion projects fail to achieve the expected returns, our business, financial condition, and results of operations could be materially adversely affected.
Our digital gaming operations through RedBet Digital are subject to evolving state-by-state regulation.
We operate our digital gaming platform, RedBet Digital, in twelve states. The regulation of online sports betting and iGaming varies significantly from state to state and is evolving rapidly. Some states have not yet legalized online sports betting or iGaming, while others have imposed significant restrictions on the types of games that may be offered, the marketing and advertising practices that may be employed, and the consumer protections that must be implemented.
Changes in the regulatory landscape could adversely affect our ability to operate in existing markets, expand into new markets, or offer certain products and services. In addition, compliance with the varying and sometimes conflicting requirements of multiple state regulatory agencies imposes significant administrative and operational burdens on our business. Any failure to comply with applicable regulations in any state could result in fines, penalties, license suspensions or revocations, or other adverse regulatory actions that could have a material adverse effect on our digital gaming operations and our business as a whole.
We have substantial indebtedness that could adversely affect our financial flexibility.
As of June 30, 2025, our total outstanding indebtedness was approximately $660,000,000, consisting of:
• $325,000,000 in aggregate principal amount of 6.25% Senior Secured Notes due June 15, 2028;
• $200,000,000 in aggregate principal amount of 5.875% Senior Notes due 2031; and
• $135,000,000 drawn under our $400,000,000 revolving credit facility with Meridian National Bank, N.A. (bearing interest at SOFR plus 250 basis points, maturing April 30, 2027).
Our substantial indebtedness could have important consequences, including:
• making it more difficult for us to satisfy our obligations with respect to our indebtedness and increasing the risk that we may default on our debt obligations;
• requiring us to dedicate a substantial portion of our cash flow from operations to the payment of interest and principal on our indebtedness, thereby reducing funds available for working capital, capital expenditures, acquisitions, and other general corporate purposes;
• limiting our flexibility in planning for, or reacting to, changes in our business and the gaming industry;
• placing us at a competitive disadvantage compared to competitors that have less indebtedness;
• limiting our ability to borrow additional funds for working capital, capital expenditures, acquisitions, debt service requirements, and other purposes; and
• making us more vulnerable to adverse economic and industry conditions.
While we intend to use approximately $50,000,000 of the net proceeds from this offering to retire a portion of our 6.25% Senior Secured Notes due 2028, we will continue to have substantial indebtedness after the offering. There can be no assurance that we will be able to generate sufficient cash flow from operations to service our remaining indebtedness or that we will be able to refinance our indebtedness on favorable terms, or at all.
Competition in the gaming and entertainment industry is intense.
We face intense competition in both our physical gaming and digital gaming operations. In our physical gaming markets, we compete with other casino-resort operators, including larger and more diversified companies with greater financial resources, as well as with Native American gaming establishments, state lotteries, and other forms of legalized gaming. In our digital gaming markets, we compete with a growing number of online sports betting and iGaming operators, many of which are well-established brands with significant marketing budgets and technological capabilities.
Competition in the gaming industry is based on a number of factors, including the quality and location of properties, the range and quality of amenities and entertainment offerings, the quality of customer service, the breadth and competitiveness of gaming and wagering options, marketing and promotional activities, and brand recognition. Some of our competitors have greater financial, marketing, and other resources than we do, which may enable them to compete more effectively. Increased competition could result in reduced revenues, lower margins, and decreased market share, any of which could have a material adverse effect on our business, financial condition, and results of operations.
USE OF PROCEEDS
We estimate that the net proceeds from this offering will be approximately $171,450,000 (or approximately $198,240,000 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) and estimated offering expenses of approximately $1,350,000 payable by us.
The calculation of our estimated net proceeds (assuming no exercise of the over-allotment option) is as follows:
Estimated offering expenses of approximately $1,350,000 include the SEC registration fee, NYSE supplemental listing fee, 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 and Indiana Expansion — approximately $115,000,000 (approximately 67% of net proceeds)
• Louisiana — approximately $70,000,000. We intend to use approximately $70,000,000 of the net proceeds for the acquisition of development rights and initial construction costs for a new casino-resort in Bossier City, Louisiana. The allocation of these funds is subject to receipt of approval from the Louisiana Gaming Control Board, to which we submitted an application on August 12, 2025. Our proposed Bossier City casino-resort project is expected to involve total development costs of approximately $350 million, with the balance to be funded through a combination of future debt financing, project-level financing, internally generated cash flows, and other sources of capital.
• Indiana — approximately $45,000,000. We intend to use approximately $45,000,000 of the net proceeds for the renovation and rebranding of a leased gaming facility in Gary, Indiana. The allocation of these funds is subject to receipt of approval from the Indiana Gaming Commission, to which we submitted an application on September 5, 2025. Our proposed Gary, Indiana project is expected to involve total renovation costs of approximately $80 million, with the balance to be funded through internally generated cash flows and, potentially, additional borrowings under our revolving credit facility.
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 to retire at par a portion of our outstanding 6.25% Senior Secured Notes due June 15, 2028. As of June 30, 2025, we had $325,000,000 in aggregate principal amount of 6.25% Senior Secured Notes outstanding. After giving effect to this partial retirement, we expect to have approximately $275,000,000 in aggregate principal amount of such notes remaining outstanding. The 6.25% Senior Secured Notes were issued pursuant to an indenture dated June 15, 2021, between Redstone Gaming Corp. and Fidelitas Trust Company, N.A., as trustee. The notes bear interest at a rate of 6.25% per annum, payable semi-annually in arrears on June 15 and December 15 of each year, and mature on June 15, 2028. The notes are secured by a first-priority lien on substantially all of our tangible and intangible assets, subject to certain exceptions and permitted liens. We expect that the partial retirement of these notes will result in annualized interest expense savings of approximately $3,125,000.
General Corporate Purposes — approximately $6,450,000
We intend to use the remaining net proceeds of approximately $6,450,000 for working capital and other general corporate purposes, which may include, among other things, the funding of day-to-day operations, technology investments for our RedBet Digital platform, and other capital expenditures.
The amounts and timing of our actual expenditures may vary significantly from the estimates set forth above depending on numerous factors, including the timing and outcome of our pending regulatory applications in Louisiana and Indiana, prevailing market and economic conditions, construction timelines, and the availability and cost of alternative financing sources. As a result, our management will retain broad discretion to allocate the net proceeds from this offering among the stated uses.
Pending the application of the net proceeds to the uses described above, including pending receipt of gaming regulatory approvals in Louisiana and Indiana, we intend to invest the net proceeds in short-term, investment-grade, interest-bearing securities, such as U.S. Treasury obligations, money market funds, and certificates of deposit, or hold such proceeds as cash and cash equivalents.
CAPITALIZATION
The following table sets forth our cash and cash equivalents and capitalization as of June 30, 2025:
• on an actual basis; and
• on an as-adjusted basis, giving effect to (i) 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, (ii) the receipt of estimated net proceeds of approximately $171,450,000 after deducting the underwriting discount and estimated offering expenses, and (iii) the application of approximately $50,000,000 of net proceeds to retire at par a portion of our 6.25% Senior Secured Notes due 2028.
The as-adjusted information set forth below is illustrative only and will be adjusted based on the actual public offering price, the actual underwriting discount, and other terms of this offering determined at pricing. You should read the following table in conjunction with "Use of Proceeds" and our consolidated financial statements and the notes thereto incorporated by reference in this prospectus supplement.
(1) As adjusted to reflect the addition of estimated net proceeds of approximately $171,450,000 from this offering and the application of approximately $50,000,000 to retire at par a portion of our 6.25% Senior Secured Notes due 2028. The as-adjusted cash and cash equivalents balance reflects net proceeds of approximately $121,450,000 (net of the $50,000,000 applied to note retirement) added to the actual cash and cash equivalents balance. Actual cash and cash equivalents balance will be adjusted upon deployment of proceeds for expansion activities and general corporate purposes.
(2) As of June 30, 2025, we had $135,000,000 drawn under our $400,000,000 revolving credit facility with Meridian National Bank, N.A. The revolving credit facility bears interest at SOFR plus 250 basis points and matures on April 30, 2027. We had $265,000,000 of available capacity under the revolving credit facility as of June 30, 2025, subject to compliance with applicable financial covenants.
(3) As adjusted to reflect the increase in additional paid-in capital resulting from the issuance of 6,557,377 shares of common stock at $27.45 per share, net of the underwriting discount and estimated offering expenses (with the par value of the new shares credited to common stock and the remainder credited to additional paid-in capital).
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. The table also does not reflect the exercise of the underwriters' over-allotment option to purchase up to 983,606 additional shares.
DILUTION
If you invest in our common stock in this offering, your ownership interest will be immediately diluted to the extent that the public offering price per share exceeds the as-adjusted net tangible book value per share of our common stock after giving effect to this offering. Dilution in net tangible book value per share represents the difference between the amount per share paid by purchasers of shares of our common stock in this offering and the as-adjusted net tangible book value per share of our common stock immediately after this offering.
Our net tangible book value is the amount of our total tangible assets less our total liabilities. Net tangible book value per share is our net tangible book value divided by the number of shares of common stock outstanding.
As of June 30, 2025, our net tangible book value was approximately $[], or approximately $[] per share, based on 152,400,000 shares of common stock then outstanding.
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, 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 $[], or approximately $[] per share. This represents an immediate increase in net tangible book value of approximately $[] per share to existing stockholders and an immediate dilution of approximately $[] per share to new investors purchasing shares of our common stock in this offering.
The following table illustrates this per-share dilution:
The dilution information discussed above is illustrative only and will change based on the actual public offering price and other terms of this offering. The foregoing table does not give effect to the exercise of the underwriters' over-allotment option. If the underwriters exercise their over-allotment option in full to purchase 983,606 additional shares of our common stock, the as-adjusted net tangible book value per share after this offering would be approximately $[] per share, representing dilution of approximately $[] per share to new investors, based on a total of 7,540,983 shares issued in this offering and 159,940,983 shares outstanding after the offering.
The foregoing table and calculations 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 outstanding stock options are exercised, there will be further dilution to new investors. In addition, we may choose to raise additional capital in the future through the sale of equity or equity-linked securities. To the extent that additional capital is raised through the sale of equity or equity-linked securities, the issuance of such securities could result in further dilution to investors in this offering.
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
Our common stock is listed on the NYSE under the ticker symbol "RDGM." On October 3, 2025, the last trading day before the date of this preliminary prospectus supplement, the closing sale price of our common stock on the NYSE was $27.43 per share. As of October 3, 2025, based on 152,400,000 shares of common stock outstanding, our market capitalization was approximately $4.18 billion.
The following table sets forth, for the periods indicated, the high and low closing sale prices per share of our common stock as reported on the NYSE:
Fiscal Year 2024
Fiscal Year 2025
Dividends
[To be completed. The Company will include information regarding its dividend history, including the amount and frequency of any dividends declared or paid during the last two fiscal years and the current fiscal year to date, or, if no dividends have been declared or paid, a statement to that effect.]
Our ability to pay dividends is subject to certain restrictions under the terms of our revolving credit facility with Meridian National Bank, N.A., which contains covenants that limit our ability to declare or pay dividends in certain circumstances, including when a default or event of default exists or would result from such payment. In addition, the indentures governing our 6.25% Senior Secured Notes due 2028 and our 5.875% Senior Notes due 2031 (Fidelitas Trust Company, N.A., as trustee, in each case) contain covenants that restrict our ability to pay dividends and make other restricted payments, subject to certain exceptions and baskets. Any future determination regarding the declaration and payment of dividends, if any, will be at the discretion of our Board of Directors and will be dependent on then-existing conditions, including our financial condition, earnings, contractual restrictions, capital requirements, business prospects, and other factors that our Board of Directors may deem relevant.
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
Introduction
The following is a general 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 on 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, possibly with retroactive effect. We have not sought, and do not intend to seek, a ruling from the IRS with respect to any of the U.S. federal income tax consequences described below, and there can be no assurance that the IRS will not take a position contrary to the discussion below or that any such position would not be sustained by a court.
This discussion applies only to shares of our common stock that are held as "capital assets" within the meaning of Section 1221 of the Code (generally, property held for investment) and does not address all aspects of U.S. federal income taxation that may be relevant to particular investors in light of their individual circumstances or to investors subject to special treatment under the U.S. federal income tax laws, including, but not limited to:
• banks, insurance companies, and other financial institutions;
• tax-exempt organizations, including individual retirement accounts and Roth IRAs;
• dealers in securities or currencies;
• traders in securities that elect the mark-to-market method of accounting;
• U.S. holders whose functional currency is not the U.S. dollar;
• persons subject to the alternative minimum tax;
• persons holding our common stock as part of a hedging, straddle, constructive sale, conversion, or other integrated transaction;
• partnerships or other pass-through entities (or investors therein);
• certain former citizens or long-term residents of the United States; and
• persons who received our common stock through the exercise of employee stock options or otherwise as compensation.
This discussion 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. This discussion is not intended as tax advice. Investors are urged to consult their own tax advisors regarding the application of U.S. federal income tax laws to their particular situations, as well as any tax consequences arising under the laws of any state, local, or non-U.S. jurisdiction or under any applicable tax treaty.
For purposes of this discussion, a "U.S. holder" is a beneficial owner of shares of our common stock that is, for U.S. federal income tax purposes:
• an individual who is a citizen or resident of the United States;
• a corporation (or other entity classified 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;
• an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or
• a trust that (i) is subject to the primary supervision of a U.S. court and all substantial decisions of which are controlled by one or more "United States persons" (within the meaning of Section 7701(a)(30) of the Code), or (ii) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.
A "non-U.S. holder" is a beneficial owner of shares of our common stock that is neither a U.S. holder nor a partnership (or other entity classified as a partnership for U.S. federal income tax purposes).
If a partnership (including any entity or arrangement classified 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 on the status of the partner and the activities of the partnership. Partners in a partnership holding shares of our common stock should consult their own tax advisors.
U.S. Holders
Dividends. Distributions, if any, made on shares of our common stock to a U.S. holder generally will be treated as dividends to the extent paid out of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. To the extent that any distribution exceeds our current and accumulated earnings and profits, such distribution will first be treated as a tax-free return of capital to the extent of the U.S. holder's adjusted tax basis in the shares, and thereafter as capital gain from the sale or exchange of such shares.
Dividends received by a non-corporate U.S. holder generally will be subject to tax at preferential rates applicable to "qualified dividend income," provided that the U.S. holder meets certain holding period and other requirements. Dividends received by a corporate U.S. holder generally will be eligible for the dividends-received deduction under Section 243 of the Code, subject to applicable limitations.
Sale, Exchange, or Other Taxable Disposition
Upon a sale, exchange, or other taxable disposition of shares of our common stock, a U.S. holder generally will recognize capital gain or loss equal to the difference between (i) the amount of cash and the fair market value of any property received upon such disposition and (ii) the U.S. holder's adjusted tax basis in the shares disposed of. Such capital gain or loss will be long-term capital gain or loss if the U.S. holder has held the shares for more than one year at the time of disposition. Long-term capital gains of non-corporate U.S. holders generally are taxed at preferential rates. The deductibility of capital losses is subject to limitations.