Form 8-K

8-K — MONARCH CASINO & RESORT INC

Accession: 0001171843-26-006863

Filed: 2026-10-28

Period: 2026-10-27

CIK: 0000907242

SIC: 7011 (HOTELS & MOTELS)

Item: Results of Operations and Financial Condition

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — f8k_102726.htm (Primary)

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8-K (Primary)

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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): October 27, 2026

_______________________________

Monarch Casino & Resort, Inc.

(Exact name of registrant as specified in its charter)

_______________________________

Nevada 0-22088 88-0300760

(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

3800 South Virginia Street

Reno, Nevada 89502

(Address of Principal Executive Offices) (Zip Code)

(775) 335-4600

(Registrant's telephone number, including area code)

Not applicable.

(Former name or former address, if changed since last report)

_______________________________

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 value per share MCRI The Nasdaq Stock Market LLC (Nasdaq-GS)

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 2.02. Results of Operations and Financial Condition.

On October 27, 2026, the Monarch Casino & Resort, Inc. (the Company) issued a press release announcing its financial results for the third quarter ended September 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01. Other Events.

On October 27, 2026, the Company announced a cash dividend of $0.30 per share of its outstanding common stock, payable on December 15, 2026, to stockholders of record on December 1, 2026.

Item 9.01. Financial Statements and Exhibits.

99.1 Press Release dated October 27, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Monarch Casino & Resort, Inc.

Date: October 27, 2026 By: /s/ Edwin S. Koenig

Edwin S. Koenig

Chief Accounting Officer (Principal Financial and Accounting Officer and Duly Authorized Officer)

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EXHIBIT 99.1

Monarch Casino & Resort Reports Record Third Quarter 2026 Financial Results

Declares Cash Dividend of $0.30 per Share Payable on December 15, 2026

RENO, Nev., Oct. 27, 2026 (GLOBE NEWSWIRE) -- Monarch Casino & Resort, Inc. (Nasdaq: MCRI) (“Monarch” or “the Company”) today reported operating results for the third quarter ended September 30, 2026, as summarized below:

($ in thousands, except per share data and percentages)

Three Months Ended September 30, Nine Months Ended September 30,

2026

2025

Increase 2026

2025

Increase

Net revenue $ 146,265 $ 142,814 2.4 % $ 425,412 $ 405,122 5.0 %

Net income 32,005 31,576 1.4 % 92,120 78,448 17.4 %

Adjusted EBITDA(1) $ 56,018 $ 54,848 2.1 % $ 157,968 $ 147,268 7.3 %

Basic EPS $ 1.80 $ 1.73 4.0 % $ 5.17 $ 4.27 21.1 %

Diluted EPS $ 1.76 $ 1.69 4.1 % $ 5.06 $ 4.18 21.1 %

(1) Definitions, disclosures and reconciliations of non-GAAP financial information are included later in the release.

CEO Comment

John Farahi, Co-Chairman and Chief Executive Officer of Monarch, commented: “In the third quarter of 2026, Monarch delivered record quarterly net revenue and adjusted EBITDA. Net revenue increased 2.4% year-over-year to $146.3 million, reflecting growth in casino, food and beverage, and hotel revenues. Quarterly Adjusted EBITDA grew 2.1% compared to the same period last year. The third-quarter 2026 adjusted EBITDA margin remained near record levels at 38.3%. The third quarter net revenue and adjusted EBITDA growth highlights our ability to drive sustained growth from our two properties.

“We remain focused on delivering market-leading offerings and services, while maintaining operational efficiency. We remain committed to technology and other strategic capital investments that enhance both properties and set the standard for luxury casino resorts in Northern Nevada and Colorado.

“We continue to return capital to stockholders through share repurchases and dividends. In the third quarter of 2026, we purchased, in open market transactions, 300,859 shares of Monarch common stock for $37 million. In the third quarter of 2026, we also returned $5.3 million to stockholders through our quarterly cash dividend. We ended the quarter with a solid cash position of $137.4 million.”

Summary of 2026 Third Quarter Operating Results

In the third quarter of 2026, the Company generated net revenue of $146.3 million compared to $142.8 million in the corresponding prior-year period. Casino revenue increased 3.4%, food and beverage (“F&B”) revenue increased 1.3% and hotel revenue increased 0.9%, compared to the same prior-year period.

Selling, general and administrative (“SG&A”) expense for the third quarter of 2026 was $29.0 million compared to $27.5 million in the corresponding prior-year period. As a percentage of net revenue, SG&A expense increased to 19.8% from 19.3% in the corresponding prior-year period. The increase in SG&A expenses is primarily the result of an increase in legal and employee related expenses. Casino operating expense as a percentage of casino revenue was unchanged at 35.8% during the third quarter of 2026 compared to the corresponding prior-year period. During the third quarter of 2026, F&B operating expense as a percentage of F&B revenue decreased slightly to 69.6% from 69.9% in the corresponding prior-year period due to an increase in revenue per cover. Hotel operating expense as a percentage of hotel revenue decreased slightly to 31.3% in the third quarter of 2026 compared to 31.4% in the corresponding prior-year period, primarily due to an increase in Average Daily Rate and a decrease in operating expenses per occupied room.

Net income for the third quarter of 2026 increased 1.4% and diluted EPS increased 4.1% compared to the corresponding prior-year period. The Company generated consolidated Adjusted EBITDA of $56.0 million in the third quarter of 2026, which represents a $1.2 million, or 2.1% increase, compared to the same prior-year period.

Credit Facility and Liquidity

As of September 30, 2026, the Company had cash and cash equivalents of $137.4 million and no borrowings against its credit facility.

Capital expenditures of $9.7 million in the third quarter of 2026 were funded from operating cash flow and included costs related to ongoing maintenance capital projects, costs related to the purchase of new gaming equipment at both properties and purchase of land with a building adjacent to Atlantis.

On September 15, 2026, the Company paid a cash dividend of $0.30 per share to its stockholders of record as of September 1, 2026 for a total of $5.3 million. The cash dividend was funded from operating cash flow.

In the third quarter of 2026, the Company purchased in the open market, under its share repurchase plan, 300,859 shares of its common stock, for $37 million. The purchases were funded from operating cash flow. As of September 30, 2026, the Company has 670,644 shares remaining of the 3,000,000 shares originally authorized for repurchase by the Board.

Monarch believes its strong balance sheet and free cash flow favorably position the Company to continue investing in its properties, share repurchases and paying cash dividends. The Company continues to diligently evaluate potential M&A transactions, which, it believes, if completed, could drive additional long-term value for stockholders.

Quarterly Dividend Declaration

The Company today announced a cash dividend of $0.30 per share of its outstanding common stock. The dividend is payable on December 15, 2026 to stockholders of record as of December 1, 2026. This cash dividend is part of the previously announced annual cash dividend of $1.20 per share payable in quarterly payments and subject to quarterly review and evaluation by the Company’s Board of Directors.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as "plan," "believe," "expect," "seem," "look," "look forward," "positioning," "future," "will," "confident" and similar references to future periods. Example of forward-looking statements include, among others, statements we make regarding: (i) the continuing strength of our balance sheet and our expected free cash flow; (ii) our expectations regarding continuing our dividend payments in the future; (iii) our expectations regarding the cash flow we expect to generate to fund our cash dividends to stockholders; and, (iv) our beliefs regarding the impact of our capital investment strategy and evaluation of potential strategic transactions on our long term success. Actual results and future events and conditions may differ materially from those described in any forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include, without limitation:

adverse impacts of outbreaks of contagious diseases on our business, financial condition and operating results;

actions taken by government officials at the federal, state and/or local level with respect to the containment of disease outbreaks, including, without limitation, temporary or extended shutdowns, travel restrictions, social distancing and shelter-in-place orders;

our ability to manage guest safety concerns in connection with an outbreak of contagious diseases;

our ability to maintain compliance with the terms and conditions of our credit facilities and other material contracts in the event of any unexpected or unplanned events, such as temporary or extended shutdowns;

access to available and reasonable financing on a timely basis;

our ability to maintain strong working relationships with our regulators, employees, lenders, suppliers, insurance carriers, customers, and other stakeholders;

impacts of any uninsured losses;

changes in guest visitation or spending patterns due to economic conditions, inflation, reductions in discretionary income, health, international relations or other concerns;

construction factors, including delays, disruptions, availability of labor and materials, increased costs of labor and materials, contractor disagreements, zoning issues, environmental restrictions, soil and water conditions, weather and other hazards, site access matters, building permit issues and other regulatory approvals or issues;

ongoing disagreements over costs of and responsibility for delays and other construction related matters with our general contractor at Monarch Casino Resort Spa Black Hawk, PCL Construction Services, Inc. (“PCL”), including, as previously reported, the litigation against us by such contractor;

the judgment entered in PCL’s favor and against Monarch in the above-mentioned litigation in the amount of $74,627,657 (the “Judgment”), in Case No. 2019cv33368 in the District Court for the State of Colorado, City and County of Denver (the “Court”), including the outcome of any post-judgment motions filed by PCL in the Court for further release;

the outcome of our appeal of the Judgment;

our potential need to post other bonds or other forms of surety to support our legal remedies;

risks related to development and construction activities (including disputes with and defaults by contractors and subcontractors, construction, equipment or staffing problems and delays, shortages of materials or skilled labor, environmental, health and safety issues, weather and other hazards, site access matters, and unanticipated cost increases);

our ability to generate sufficient operating cash flow to help finance our expansion plans;

changes in laws mandating increases in minimum wages and employee benefits;

changes in laws and regulations permitting expanded and other forms of gaming in our key markets;

the effects of local and national economic, credit and capital market conditions on the economy in general and on the gaming industry and our business in particular, including predictions for a potential recession;

the effects of labor shortages on our market position, growth and financial results;

the potential of increases in local, state and federal taxation;

the potential of increased regulatory and other burdens;

guest acceptance of our expanded facilities and the resulting impact on our market position, growth and financial results;

competition in our target market areas;

the impact of the recently enacted tariffs on our business, including the potential increase in our operating costs;

broad-based inflation, including wage inflation and increased travel costs; and

the impact of the conflicts taking place in Ukraine, Israel, Iran, other areas of the Middle East and other parts of the world.

Additional information concerning potential factors that could adversely affect all forward-looking statements, including the Company's financial results, is included in our Securities and Exchange Commission filings, including our most recent annual report on Form 10-K and quarterly reports on Form 10-Q, which are available on our website at www.monarchcasino.com.

About Monarch Casino & Resort, Inc.

Monarch Casino & Resort, Inc., through its subsidiaries, owns and operates the Monarch Casino Resort Spa ("Monarch Black Hawk") in Black Hawk, Colorado, approximately 40 miles west of Denver and the Atlantis Casino Resort Spa ("Atlantis"), a hotel/casino facility in Reno, Nevada. For additional information on Monarch, visit the Company's website at www.monarchcasino.com.

Atlantis features 817 guest rooms and suites, and approximately 61,000 square feet of casino space. The casino features approximately 1,200 slot and video poker machines; approximately 30 table games, including blackjack, craps, roulette, and others; a race and sports book; a 24-hour live keno lounge; and a poker room. It also includes eight food outlets; two gourmet coffee and pastry bars; a retail store; a 30,000 square foot health spa and salon with an enclosed year-round pool; an 8,000 square-foot family entertainment center; and approximately 52,000 square feet of banquet, convention and meeting room space.

Monarch Black Hawk features 516 guest rooms and suites, and approximately 60,000 square feet of casino space. The resort offers approximately 1,100 slot machines; 37 table games; a poker room; keno; and a sports book. It also includes 10 bars and lounges, as well as four dining options: a twenty-four-hour full-service restaurant, a buffet-style restaurant, the Monarch Chophouse (a fine-dining steakhouse), and Bistro Mariposa (elevated Southwest cuisine), banquet and meeting room space, a retail store, a concierge lounge and an upscale spa and enclosed year-round pool located on the top floor of the tower. The resort is connected to a nine-story parking structure with approximately 1,350 parking spaces, and additional valet parking, with total property capacity of approximately 1,500 spaces.

Contacts:

John Farahi

Chief Executive Officer

775/824-4401 or JFarahi@monarchcasino.com

Joseph Jaffoni, Christin Armacost

JCIR

212/835-8500 or mcri@jcir.com

MONARCH CASINO & RESORT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data, unaudited)

Three months ended

September 30, Nine months ended

September 30,

2026 2025 2026 2025

Revenues

Casino $ 82,836 $ 80,130 $ 244,122 $ 232,614

Food and beverage 34,267 33,842 99,147 96,055

Hotel 22,687 22,494 63,228 58,312

Other 6,475 6,348 18,915 18,141

Net revenues 146,265 142,814 425,412 405,122

Operating expenses

Casino 29,672 28,688 87,325 84,654

Food and beverage 23,839 23,655 71,065 68,600

Hotel 7,108 7,070 20,850 19,922

Other 3,256 3,123 9,588 9,274

Selling, general and administrative 28,996 27,508 85,314 81,484

Depreciation and amortization 10,816 14,056 31,947 40,842

Other operating Items, net 1,303 541 4,479 1,956

Total operating expenses 104,990 104,641 310,568 306,732

Income from operations 41,275 38,173 114,844 98,390

Interest income, net 829 575 2,169 1,283

Income before income taxes 42,104 38,748 117,013 99,673

Provision for income taxes (10,099 ) (7,172 ) (24,893 ) (21,225 )

Net income $ 32,005 $ 31,576 $ 92,120 $ 78,448

Earnings per share of common stock

Basic $ 1.80 $ 1.73 $ 5.17 $ 4.27

Diluted $ 1.76 $ 1.69 $ 5.06 $ 4.18

Weighted average number of common shares and potential common shares outstanding

Basic 17,776 18,297 17,830 18,376

Diluted 18,148 18,736 18,215 18,752

MONARCH CASINO & RESORT, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(In thousands, except per share data)

September 30, 2026 December 31, 2025

ASSETS (unaudited)

Current assets

Cash and cash equivalents $ 137,407 $ 96,468

Receivables, net of provision for credit losses 9,093 11,067

Income taxes receivable 2,861 3,013

Inventories 7,946 9,089

Prepaid expenses and other 8,749 9,616

Total current assets 166,056 129,253

Property and equipment, net 542,997 556,668

Goodwill 25,111 25,111

Intangible and other assets, net 1,892 1,817

Total assets $ 736,056 $ 712,849

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities

Accounts payable $ 44,441 $ 44,924

Construction accounts payable 47,547 50,209

Accrued expenses 49,296 54,049

Short-term lease liability 961 1,019

Total current liabilities 142,245 150,201

Deferred income taxes 11,626 11,626

Long-term lease liability 11,638 12,279

Other long-term liabilities 1,073 1,073

Total liabilities 166,582 175,179

Stockholders' equity

Preferred stock, $.01 par value, 10,000,000 shares authorized; none issued - -

Common stock, $.01 par value, 30,000,000 shares authorized;

19,843,372 shares issued and 17,635,985 outstanding at September 30, 2026

19,544,290 shares issued and 17,819,020 outstanding at December 31, 2025 198 195

Additional paid-in capital 86,654 76,038

Treasury stock, 2,207,387 shares at September 30, 2026 and 1,725,270 shares at

December 31, 2025 (191,317 ) (136,411 )

Retained earnings 673,939 597,848

Total stockholders' equity 569,474 537,670

Total liabilities and stockholders' equity $ 736,056 $ 712,849

MONARCH CASINO & RESORT, INC. AND SUBSIDIARIES

RECONCILIATION OF ADJUSTED EBITDA TO NET INCOME

(In thousands, unaudited)

The following table sets forth a reconciliation of Adjusted EBITDA, a non-GAAP financial measure, to net income, a GAAP financial measure:

Three Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

Net income $ 32,005 $ 31,576 $ 92,120 $ 78,448

Expenses:

Stock-based compensation 2,624 2,078 6,698 6,080

Depreciation and amortization 10,816 14,056 31,947 40,842

Provision for income taxes 10,099 7,172 24,893 21,225

Interest income, net (829 ) (575 ) (2,169 ) (1,283 )

Construction litigation expenses (2) 152 517 929 1,880

Principal judgment on construction litigation accrual (2) 1,129 - 3,349 -

Other litigation expense accrual (2) - - 163 -

Lobbying expense to oppose the expansion of iGaming (2) 5 3 181 53

Loss (gain) on disposition of assets (2) 17 21 (143 ) 23

Adjusted EBITDA (1) $ 56,018 $ 54,848 $ 157,968 $ 147,268

(1) Adjusted EBITDA, a non-GAAP financial measure, consists of net income plus loss (gain) on disposal of assets, provision for income taxes, stock-based compensation expense, other one-time charges, construction litigation expenses, acquisition expenses, interest expense, depreciation and amortization less interest income, any benefit for income taxes and gain on disposal of assets. Adjusted EBITDA should not be construed as an alternative to operating income (as determined in accordance with US Generally Accepted Accounting Principles), as an indicator of the Company's operating performance, as an alternative to cash flows from operating activities (as determined in accordance with US GAAP) or as a measure of liquidity. This measure enables comparison of the Company's performance over multiple periods, as well as against the performance of other companies in our industry that report Adjusted EBITDA, although some companies do not calculate this measure in the same manner and, therefore, the measure as presented may not be comparable to similarly titled measures presented by other companies.

(2) Amount included in the "Other operating items, net" in the Consolidated Statement of Income.

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Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration