Century Casinos SEC Filings

Century Casinos Inc. director Mitchell G. Etess filed an initial Form 3 indicating no ownership of the company’s common stock. The filing shows zero shares beneficially owned following the reported date, and a footnote explicitly states that no securities are beneficially owned.

Century Casinos, Inc. reported senior leadership changes across its North American operations. The company notified Andreas Terler, EVP Operations – United States, and Nikolaus Strohriegel, EVP Operations – Canada and Europe, that their employment will be terminated effective May 15, 2026, with continued employment through September 15, 2026 to satisfy local notice requirements. Their departures are treated as terminations without cause, entitling each to severance equal to two times base salary plus the average bonus over the last three years, paid over two years, and immediate vesting of unvested equity awards where performance goals are met.

The company appointed long-time executive Lyle Randolph as Executive Vice President of Operations for the United States, effective May 15, 2026. He will oversee seven U.S. properties with 4,701 slot machines, 93 table games, 2,127 hotel rooms and over 20 food and beverage venues. The company highlights his more than 30 years of gaming and hospitality experience and notes he has overseen more than $80 million in capital projects, contributing to over 70% growth in Adjusted EBITDAR under his leadership at the Missouri properties.

Century Casinos, Inc. reported record first‑quarter net operating revenue for Q1 2026 of $137.2 million, up 5% from $130.4 million a year earlier. Earnings from operations rose to $11.8 million from $7.1 million, while the net loss attributable to shareholders narrowed to $16.5 million from $20.6 million.

Adjusted EBITDAR, a non‑GAAP profitability metric, increased 24% to $24.9 million, helped by broad growth across all North American properties. The Nugget Casino Resort in the US West segment delivered a 93% jump in Adjusted EBITDAR. Consolidated net earnings margin improved to a 12% loss from a 16% loss.

As of March 31 2026, the company held $60.0 million in cash and cash equivalents and $336.7 million of outstanding debt, largely a $332.5 million term loan. It also carries a $712.0 million long‑term financing obligation under its Master Lease with VICI Properties subsidiaries.

Century Casinos, Inc. reported higher net operating revenue but continued losses for the quarter ended March 31, 2026. Net operating revenue rose to $137.2 million from $130.4 million a year earlier, driven mainly by gaming growth across US and Canadian properties.

The company posted a net loss attributable to shareholders of $16.5 million, or $0.58 per share, compared with a $20.6 million loss, or $0.67 per share, last year, as interest and lease costs remained heavy. Interest expense was $25.9 million, largely tied to the Goldman term loan and the long-term Master Lease.

Century ended the quarter with $60.3 million in cash, cash equivalents and restricted cash, long-term debt of $328.6 million and a long-term financing obligation to VICI subsidiaries of $712.0 million. Operating cash flow was a modest outflow of $1.3 million. The company also repurchased 275,673 shares for $0.4 million, launched sports betting in Missouri in late 2025, and continues a strategic review of operations and capital structure.

Century Casinos, Inc. expanded its Board of Directors from five to six members and appointed Mitchell Etess as a new independent director, effective immediately, with a term running through the 2026 Annual Meeting and election of his successor.

Etess will be compensated under the existing non-employee director program, including a $40,000 annual cash retainer, an annual equity award valued at $10,000 in restricted stock units (capped at 4,000 units), and $2,000 for each gaming application completed. His appointment arises from a nomination and standstill agreement with Brigade Capital Management, LP, under which Brigade agrees for nine months, subject to conditions, not to pursue control actions or additional common stock purchases.

A related side letter states that if the Company runs a Dutch auction to repurchase term loans under its April 1, 2022 Credit Agreement, Brigade and affiliates will tender up to $50 million principal amount of term loans at a specified discount, though there is no assurance any such auction will occur.

Century Casinos, Inc. has issued its definitive proxy for the 2026 virtual annual meeting, where stockholders will vote on electing two Class II directors, ratifying Grant Thornton LLP as auditor, and approving an advisory resolution on executive pay.

The board is adding industry veteran Mitchell Etess as a Class II nominee under a nomination and standstill agreement with Brigade Capital Management. As of April 27, 2026, there were 28,204,089 common shares outstanding, with the two Co‑CEOs each beneficially owning about 6–7% and directors and executives as a group owning 15%.

The filing describes a comprehensive strategic review begun in 2025 to evaluate options including asset sales, partnerships, capital structure changes, or a potential sale of the company, with no decisions yet made. For 2025, net operating revenue was $573.0 million (down 1%), earnings from operations were $51.3 million (up 331%), and Adjusted EBITDAR was $105.4 million (up 3%), while the company reported a net loss of $61.4 million and a 59% year‑over‑year decline in the year‑end share price.

Executive pay remains heavily performance‑based, using annual cash incentives tied to net operating revenue and three‑year performance stock units linked to Adjusted EBITDAR and relative total shareholder return versus the Russell 3000. The 2023 PSU cycle paid out at 0% after performance missed threshold levels, while 2025 annual cash bonuses were earned at about 51.9% of target. Prior say‑on‑pay proposals received at least 70% support, and the company highlights independent board oversight, fully independent key committees, and robust risk and audit processes.

Century Casinos Inc: Vanguard Capital Management reported beneficial ownership of 1,485,385 shares of Common Stock, representing 5.18% of the class as of 03/31/2026. The filing states Vanguard has sole dispositive power over 1,485,385 shares and sole voting power for 158,578 shares. The report is signed by a Vanguard official on 04/29/2026.

Century Casinos Inc amends a Schedule 13G: The Vanguard Group reports beneficial ownership of 0 shares, representing 0% of Common Stock as disclosed in the amendment dated 03/13/2026. The filing includes a disclosure about an internal realignment and disaggregation of Vanguard reporting; signature dated 03/26/2026.

Century Casinos director Gottfried Schellmann reported equity-based compensation awards. He received 4,000 restricted stock units, each representing a contingent right to one share of CNTY common stock, and 2,439 shares of common stock acquired upon settlement of restricted stock units. Following the common stock award, he directly holds 87,796 CNTY shares. The 4,000 restricted stock units vest on March 17, 2027, with vested shares scheduled to be delivered on March 18, 2027, and dividend equivalent rights accruing as dividends are paid on the common stock.