CONFIDENTIAL — FOR INSTITUTIONAL USE ONLY
PRICING TERM SHEET
October 28, 2025
Issuer Free Writing Prospectus dated October 28, 2025, filed pursuant to Rule 433 under the Securities Act of 1933, as amended.
Relating to the Preliminary Prospectus Supplement dated October 6, 2025 and the Prospectus dated March 28, 2024.
SEC File No. 333-278401
SEC CIK No. 0001847293
This free writing prospectus should be read together with the Preliminary Prospectus Supplement dated October 6, 2025 (as supplemented and amended) and the Prospectus dated March 28, 2024, included in the Registration Statement on Form S-3 (File No. 333-278401) of Redstone Gaming Corp. Capitalized terms used herein but not defined have the meanings set forth in the Preliminary Prospectus Supplement.
ISSUER INFORMATION
SECURITIES OFFERED
PRICING TERMS
The following table sets forth the public offering price, underwriting discount, and net proceeds to the Issuer on both a per share and aggregate basis with respect to the Firm Shares offered hereby:
The underwriting discount of $1.098 per share represents 4.0% of the public offering price per share. Net proceeds to the Issuer per share (before expenses) are calculated as $27.45 minus $1.098, or $26.352 per share.
If the Over-Allotment Option is Exercised in Full:
In the event the underwriters exercise their over-allotment option in full to purchase an additional 983,606 shares, the aggregate offering amounts would be as follows:
UNDERWRITING SYNDICATE AND ALLOCATION
The following table sets forth the names of the underwriters participating in this offering, together with the number of Firm Shares that each underwriter has agreed to purchase and such underwriter's percentage allocation of the total Firm Shares:
Pinnacle Zanthor & Co. is acting as the sole lead bookrunning manager and representative of the underwriters in connection with this offering. Hargrove Williams Securities LLC is serving as joint bookrunning manager, and Clearwater Capital Markets Inc. is serving as co-manager for the offering.
KEY DATES
SHARES OUTSTANDING
The following table sets forth information regarding shares of capital stock of Redstone Gaming Corp. authorized and outstanding, both prior to and immediately following this offering:
The number of shares of common stock outstanding after this offering does not include (i) shares of common stock issuable upon the exercise of outstanding stock options or the vesting of restricted stock units, or (ii) shares of common stock reserved for future issuance under the Issuer's equity incentive plans, each as described in the Preliminary Prospectus Supplement. No shares of preferred stock are currently outstanding.
LOCK-UP AGREEMENTS
During the lock-up period, the directors, executive officers, and Grandview Capital Partners, LP have agreed, subject to certain customary exceptions, not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, or otherwise dispose of any shares of common stock, or any options or warrants to purchase shares of common stock, or any securities convertible into, exchangeable for, or that represent the right to receive shares of common stock, without the prior written consent of Pinnacle Zanthor & Co. These lock-up agreements are described in further detail in the Preliminary Prospectus Supplement under the heading "Underwriting."
USE OF PROCEEDS
The Issuer estimates that the net proceeds from this offering, after deducting the underwriting discount and estimated offering expenses, will be approximately $171,450,000 (or approximately $197,370,000 if the underwriters exercise their over-allotment option in full), based on the public offering price of $27.45 per share.
The Issuer intends to use the net proceeds from this offering as follows:
• Approximately $115,000,000 for expansion into the Louisiana and Indiana gaming markets, consisting of:
• Approximately $70,000,000 for the acquisition of development rights and initial construction costs associated with a new casino-resort in Bossier City, Louisiana; and
• Approximately $45,000,000 for the renovation and rebranding of a leased gaming facility in Gary, Indiana.
• Approximately $50,000,000 for partial retirement of the Issuer's outstanding 6.25% Senior Secured Notes due 2028 (CUSIP: 76134Q 206) at par, which will reduce the outstanding principal amount of such notes from $325,000,000 to $275,000,000.
• Approximately $6,450,000 (the remainder) for general corporate purposes, which may include working capital, capital expenditures, and other general business purposes.
The foregoing represents the Issuer's current intentions with respect to the use of proceeds based upon its present plans and business conditions. The amounts and timing of the Issuer's actual expenditures will depend upon numerous factors, including the factors described in "Risk Factors" in the Preliminary Prospectus Supplement and the accompanying Prospectus. As of the date of this pricing term sheet, the Issuer cannot specify with certainty all of the particular uses of the net proceeds, and the allocation of proceeds among the categories described above may vary. Pending such uses, the Issuer intends to invest the net proceeds in short-term, investment-grade, interest-bearing securities or hold them as cash and cash equivalents.
TRANSFER AGENT AND REGISTRAR
LEGAL COUNSEL
IMPORTANT NOTICES AND DISCLAIMERS
This pricing term sheet constitutes an "issuer free writing prospectus" for purposes of Rule 433 under the Securities Act of 1933, as amended (the "Securities Act"). This pricing term sheet supplements and updates, and should be read in conjunction with, the Preliminary Prospectus Supplement dated October 6, 2025 (as supplemented and amended) and the accompanying Prospectus dated March 28, 2024, each filed as part of the Registration Statement on Form S-3 (File No. 333-278401) of Redstone Gaming Corp. In the event of any inconsistency between the information contained in this pricing term sheet and the information contained in the Preliminary Prospectus Supplement or the Prospectus, the information in this pricing term sheet shall supersede such information, but only to the extent of such inconsistency.
The Issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (the "SEC") for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering.
You may obtain these documents free of charge by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies of the Preliminary Prospectus Supplement and the accompanying Prospectus may be obtained from:
Pinnacle Zanthor & Co. 280 Park Avenue New York, NY 10017
Attention: Prospectus Department
Hargrove Williams Securities LLC 600 Lexington Avenue, Suite 2200 New York, NY 10022
Clearwater Capital Markets Inc. 100 South Charles Street, Suite 1400 Baltimore, MD 21201
Any representation, information, or statement made in connection with this offering that is not contained or incorporated by reference in the Preliminary Prospectus Supplement (as supplemented and amended), the accompanying Prospectus, or any issuer free writing prospectus filed with the SEC should not be relied upon by any investor.
This pricing term sheet does not constitute an offer to sell or the solicitation of an offer to buy the securities described herein in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
© 2025 Redstone Gaming Corp. All rights reserved.
| Issuer: | Redstone Gaming Corp., a Delaware corporation | |
| Ticker Symbol / Exchange: | RDGM / New York Stock Exchange (NYSE) | |
| CUSIP (Common Stock): | 76134Q 108 | |
| Principal Executive Offices: | 3900 Las Vegas Boulevard South, Suite 1200, Las Vegas, NV 89119 | |
| Title of Securities: | Shares of Common Stock, par value $0.001 per share | |
| Number of Firm Shares Offered: | 6,557,377 shares | |
| Over-Allotment Option Shares: | Up to an additional 983,606 shares (representing 15% of the Firm Shares), exercisable by the underwriters, in whole or in part, at any time within 30 days from the date of the final prospectus supplement | |
| Maximum Shares (including Over-Allotment): | 7,540,983 shares | |
| Per Share | Aggregate (Firm Shares) | |
| Public Offering Price | $27.45 | $180,000,000 |
| Underwriting discount (4.0% of public offering price) | $1.098 | $7,200,000 |
| Net Proceeds to Issuer (before offering expenses) | $26.352 | $172,800,000 |
| Estimated Offering Expenses (excluding underwriting discount): | $1,350,000 | |
| Net Proceeds to Issuer (Firm Shares, after estimated offering expenses): | $171,450,000 |
Aggregate (Including Over-Allotment)
| Maximum Aggregate Public Offering Price | Approximately $207,000,000 | |
| Maximum Aggregate Underwriting discount | Approximately $8,280,000 | |
| Maximum Net Proceeds to Issuer (before offering expenses) | Approximately $198,720,000 | |
| Underwriter | Number of Firm Shares | Percentage |
| Pinnacle Zanthor & Co. (Lead Bookrunning Manager) | 3,934,426 | 60% |
| Hargrove Williams Securities LLC (Joint Bookrunning Manager) | 1,967,213 | 30% |
| Clearwater Capital Markets Inc. (Co-Manager) | 655,738 | 10% |
| Total | 6,557,377 | 100% |
| Pricing Date: | October 28, 2025 | |
| Trade Date (T): | October 28, 2025 | |
| Expected Settlement Date (T+3): | October 31, 2025 | |
| Settlement: | Delivery of shares will be made through the facilities of The Depository Trust Company ("DTC") against payment in immediately available funds. | |
| Authorized Shares of Common Stock: | 300,000,000 | |
| Authorized Shares of Preferred Stock: | 10,000,000 (none outstanding) | |
| Shares of Common Stock Outstanding Prior to this Offering: | 152,400,000 | |
| Shares of Common Stock Outstanding Immediately After this Offering (Firm Shares only): | 158,957,377 | |
| Shares of Common Stock Outstanding Immediately After this Offering (if Over-Allotment Option exercised in full): | 159,940,983 | |
| Lock-Up Period: | 90 days from the date of the final prospectus supplement | |
| Parties Subject to Lock-Up: | All directors and executive officers of Redstone Gaming Corp. (10 persons) and Grandview Capital Partners, LP | |
| Lock-Up Release: | Subject to the prior written consent of Pinnacle Zanthor & Co. | |
| Transfer Agent and Registrar: | Continental Share Services, Inc. | |
| Address: | 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, NY 10004 | |
| Issuer's Counsel: | Calderwood & Harkness LLP, 7 Times Square, 38th Floor, New York, NY 10036 | |
| Underwriters' Counsel: | Whitmore & Pratt LLP, 51 West 52nd Street, New York, NY 10019 |