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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 8, 2026

CENTURY CASINOS, INC.

(Exact Name of Registrant as specified in its charter)

Delaware

0-22900

84-1271317

(State or other jurisdiction

(Commission

(I.R.S. Employer

of incorporation)

File Number)

Identification Number)

455 E. Pikes Peak Ave., Suite 210, Colorado Springs, Colorado

80903

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:

719-527-8300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 Per Share Par Value

CNTY

Nasdaq Capital Market, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨


‎

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 8, 2026, Century Casinos, Inc. (the “Company,” “we,” “our,” or “us”) notified Andreas Terler, Executive Vice President, Operations – United States, and Nikolaus Strohriegel, Executive Vice President, Operations – Canada and Europe, that the Company is terminating their employment. The notice of terminations will be effective May 15, 2026, and each employee will remain employed by the Company through September 15, 2026 pursuant to local notice requirements.

Each termination is being deemed a termination without cause under the respective executive’s employment agreement. In connection with their separations, subject to each executive entering into a customary release, each executive is entitled to payments and benefits for a termination without cause, which include, among other things: (i) a payment equal to (A) two times his base salary plus (B) the average of his bonuses for the last three years, payable in monthly installments for two years following the termination, and (ii) immediate vesting of all of the executive’s unvested equity awards subject to the satisfaction of performance goals if the equity award is based on performance.

Item 7.01Regulation FD Disclosure.

On May 13, 2026, the Company issued a press release announcing the appointment of Mr. Lyle Randolph, a Vice President and General Manager with the Company, as Executive Vice President of Operations, United States, effective May 15, 2026. A copy of the press release is attached hereto as Exhibit 99.1.

The information in Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release, dated May 13, 2026 (furnished herewith)

104

Cover Page Interactive Data File, formatted in Inline XBRL

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Century Casinos, Inc.

Date: May 13, 2026

By: /s/ Margaret Stapleton

Margaret Stapleton

Chief Financial Officer

EXHIBIT 99.1

Picture 1

 



PRESS RELEASE

May 13, 2026

Century Casinos Announces Appointment to Top Leadership Role in the United States



Colorado Springs, Colorado – May 13, 2026 – Century Casinos, Inc. (the “Company” or “Century Casinos”) (Nasdaq Capital Market®: CNTY) announced today that Lyle Randolph, a long-term regional Vice President and General Manager of the Company, will take over as Executive Vice President of Operations for the United States.



Mr. Randolph will be appointed to this new role effective May 15, 2026. As Executive Vice President of Operations for the United States, Mr. Randolph will oversee the Company’s seven U.S. properties. These casinos comprise a combined 4,701 slot machines, 93 table games, 2,127 hotel rooms, and over 20 food and beverage venues.



Mr. Randolph is a veteran gaming and hospitality executive with more than 30 years of leadership experience in casino operations, hotel and food & beverage management, capital development, and multi-property strategic oversight. He began his gaming career in 1995 at Casino Aztar in Missouri. When Isle of Capri Casinos acquired the property, he became General Manager of both Caruthersville and Cape Girardeau. Throughout his leadership tenure, he successfully navigated the properties through multiple ownership transitions involving Isle of Capri Casinos and Eldorado Resorts while operating under the leadership and mentorship of notable gaming industry executives including James Perry, Virginia McDowell, Eric Hausler, Gary Carano, and Tom Reeg. These experiences provided exposure to a broad spectrum of leadership philosophies ranging from entrepreneurial founder-led management and family-driven regional gaming growth to highly analytical, public-company expansion strategies. During his tenure with Isle of Capri Casinos, Mr. Randolph received the company’s Jack Galloway Award recognizing leadership and operational achievement.



Since Century Casinos’ acquisition of the Missouri properties in 2019, Mr. Randolph has served as Vice President of Operations for both Missouri casino properties. Mr. Randolph has overseen more than $80 million in combined capital development projects, which has resulted in Adjusted EBITDAR growing over 70% under his leadership. 



In addition to his operational responsibilities, Mr. Randolph has remained active in civic, charitable, and industry leadership initiatives throughout his career, including statewide advisory appointments and leadership roles with regional business, tourism, humanitarian, and gaming organizations, underscoring his understanding of the value of responsible corporate citizenship. Mr. Randolph’s established track record as a results-oriented and effective leader will continue to drive the Company’s growth within the gaming and hospitality industry.



 

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About Century Casinos, Inc.:

Century Casinos, Inc. is a casino entertainment company. The Company operates the following reportable segments: (i) US East includes the Mountaineer Casino, Resort & Races in New Cumberland, West Virginia and Rocky Gap Casino, Resort & Golf in Flintstone, Maryland; (ii) US Midwest includes the Century Casinos & Hotels in Cape Girardeau and Caruthersville, Missouri, and in Cripple Creek and Central City, Colorado; (iii) US West includes the Nugget Casino Resort in Reno-Sparks, Nevada; (iv) Canada includes Century Casino & Hotel in Edmonton, the Century Casino in St. Albert, Century Mile Racetrack and Casino in Edmonton, Alberta and Century Downs Racetrack and Casino in Calgary, Alberta; and (v) Poland, where the Company operates six casinos through its subsidiary Casinos Poland Ltd. The Company continues to pursue other projects in various stages of development.



Century Casinos’ common stock trades on The Nasdaq Capital Market® under the symbol CNTY. For more information about Century Casinos, visit our website at www.cnty.com.  



This release may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These statements are based on the beliefs and assumptions of the management of Century Casinos based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from the forward-looking statements include, among others, the risks described in the section entitled “Risk Factors” under Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2025 and in subsequent periodic and current SEC filings we may make. Century Casinos disclaims any obligation to revise or update any forward-looking statement that may be made from time to time by it or on its behalf.



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