What changed in this filing

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Item 1. Business

2026-03-10 compared with 2025-03-26 · 520 added, 500 removed, 293 unchanged (78% of the section changed)

Entertainment, Inc.

(the “Company”, “Inspired”, “we” or “us”) is a global gaming

technology company, supplying content, platform and other products and services to licensed online and land-based lottery,

betting and gaming operators worldwide through a broad range of distribution channels, predominantly on a business-to-business

We provide end-to-end digital gaming solutions (i) on our own proprietary and secure network, which accommodates a wide range

of devices, including land-based gaming machine terminals, mobile devices and online computer applications and (ii) through third

party networks.

Our content and other products can be found through the consumer-facing portals of our customers operating digital

channels, and, in licensed betting offices, adult gaming centers, pubs, bingo halls, airports, motorway service areas and leisure

parks for our customers operating land-based venues.

customer base includes licensed operators of lotteries, licensed sports bookmakers, gaming and bingo halls, casinos, online operators, adult gaming centers, pubs, holiday parks, and motorway service areas.

Some of our key customers include William

Hill, SNAI, Sisal, Betfred, Paddy Power, Betfair, Genting, bet365, Sky Bet, the Greek Organisation of Football

Prognostics S.A.

(OPAP.), Entain, Draftkings, FanDuel, the Pennsylvania Lottery, Bourne Leisure, Greentube, Stonegate, Mitchells

& Butler, Butlins, Moto, Welcome Break, Buzz Bingo, Mecca, Marstons, Greene King, JD Wetherspoon, Parkdean Resort, Centre Parcs

Resorts, and Novomatic.

Geographically, 73% of our revenue for the year ended December 31, 2024 was generated from our United

Kingdom (“UK”) operations, with the remainder generated from Greece, North America and the rest of the world.

Our products are designed

to operate within applicable gaming, virtual sports and lottery regulations.

conduct business across different jurisdictions, of which Great Britain, Italy and Greece have historically contributed the most

significant recurring revenue.

Since 2021, we have begun to conduct a meaningful amount of business in regulated North American

markets and states.

We are licensed or certified (as applicable) by the Gambling Commission in the UK, (the “UK Gambling

Commission”), the Hellenic Gaming Commission in Greece, and registered with L’Agenzia delle Dogane e dei Monopoli

(“ADM”) in Italy.

We are licensed by regulators in other jurisdictions such as the Malta Gaming Authority (Malta),

the Licensing Authority of Gibraltar (Gibraltar), the Alderney Gambling Control Commission (Channel Islands), the Belgian Kansspel

Commissie (Belgium), Oficiul National pentru Jocuri de Noroc, Spelinspektionen (Romania), the Swedish Gaming Authority (Sweden) and

(the “Company”, “Inspired”, “we” or “us”) is a global gaming technology

company, supplying content, platform and other products and services to licensed online and land-based lottery, betting and gaming operators

worldwide through a broad range of distribution channels, on a business-to-business basis.

We provide end-to-end digital gaming solutions

(i) on our own proprietary and secure network, which accommodates a wide range of devices, including land-based gaming machine terminals,

mobile devices and online computer applications and (ii) through third party networks.

Our content and other products can be found through

the consumer-facing portals of our customers operating digital channels, on aggregator platforms, and in licensed betting offices, adult

gaming centers, pubs, bingo halls and motorway service areas for our customers operating land-based venues.

customer base includes licensed lotteries, sports bookmakers, operators of gaming and bingo halls, casinos, online operators, adult

gaming centers, pubs and motorway service areas.

Some of our key customers include William Hill, SNAI, Sisal, Betfred, Paddy Power,

Betfair, Jenningsbet, Corbett Bookmakers, Genting, bet365, Sky Bet, the Greek Organisation of Football Prognostics S.A.

Entain, DraftKings, FanDuel, the Pennsylvania Lottery, the Alberta Gaming, Liquor and Cannabis (“AGLC”), the Western

Canada Lottery Corporation (“WCLC”), Moto, Welcome Break, Buzz Bingo, Mecca Bingo, JD Wetherspoon, Merkur Slots and Luxury

Geographically, 69% of our revenue for the year ended December 31, 2025 was generated from our United Kingdom

(“UK”) operations, with the remainder generated from Greece, North America and the rest of the world.

Our products are

designed to operate within applicable gaming, virtual sports and lottery regulations.

conduct business across different jurisdictions, of which the UK, Italy and Greece have historically contributed the most significant

recurring revenue.

Since 2021, we have begun to conduct a meaningful amount of business in regulated North American markets and states.

We are licensed or certified (as applicable) by the Gambling Commission in the UK, (the “UK Gambling Commission”), the Hellenic

Gaming Commission in Greece, and registered with L’Agenzia delle Dogane e dei Monopoli (“ADM”) in Italy.

We are licensed

by regulators in other jurisdictions such as the Malta Gaming Authority (Malta), the Licensing Authority of Gibraltar (Gibraltar), the

Alderney Gambling Control Commission (Channel Islands), the Belgian Kansspel Commissie (Belgium), Oficiul National pentru Jocuri de Noroc

(Romania), Spelinspektionen, the Swedish Gaming Authority (Sweden), Ministerio de Comercio Exterior y Turismo (MINCETUR) in Peru, and

we hold licenses with the U.S.

states of Connecticut, Illinois, Michigan, Delaware, New Jersey, Oregon, Pennsylvania, and West

Virginia, and the Canadian provinces of Alberta, Nova Scotia, Manitoba, Quebec, Ontario and Saskatchewan.

states of Connecticut, Illinois, Michigan, Delaware, New Jersey, Oregon, Pennsylvania, and West Virginia,

and the Canadian provinces of Alberta, Nova Scotia, Manitoba, Quebec, Ontario and Saskatchewan.

are headquartered in the U.S., with principal operating facilities located in the UK and India.

As of December 31, 2024, we had

approximately 1,600 employees, approximately 1,420 of which were full-time.

We generated total revenue of $297.1 million and

adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) of $100.1 million for the

year ended December 31, 2024.

As of December 31, 2025, we had approximately

1,020 employees, approximately 920 of whom were full-time.

We generated total revenue of $304.1 million and adjusted earnings before

interest, taxes, depreciation and amortization (“Adjusted EBITDA”) of $111.4 million for the year ended December 31, 2025.

Company’s common stock is listed on the NASDAQ Capital Market under the symbol INSE.

The Company had an equity market

capitalization of approximately $240.6 million as of December 31, 2024 (based upon a closing stock price of $9.05 on December 31,

The Company uses the British Pound as its functional currency for reporting purposes.

Our results are affected by changes in foreign currency exchange rates

as a result of the translation of foreign functional currencies into our reporting currency and the re-measurement of foreign currency

transactions and balances.

The impact of foreign currency exchange rate fluctuations represents the difference between current rates and

prior-period rates applied to current activity.

The geographic region in which the largest portion of our business is operated is the

UK and the British pound (“GBP”) is considered to be our functional currency.

Our reporting currency is the U.S.

The Company had an equity market capitalization

of approximately $251.5 million as of December 31, 2025 (based upon a closing stock price of $9.36 on December 31, 2025).

Company uses the British Pound as its functional currency for reporting purposes.

Our results are affected by changes in foreign currency

exchange rates as a result of the translation of foreign functional currencies into our reporting currency and the re-measurement of

foreign currency transactions and balances.

The impact of foreign currency exchange rate fluctuations represents the difference between

current rates and prior-period rates applied to current activity.

The geographic region in which the largest portion of our business

is operated is the UK and the British pound (“GBP”) is considered to be our functional currency.

Our reporting currency is

dollar (“USD”).

Our results are translated from our functional currency of GBP into the reporting currency of USD using average rates for profit and loss

transactions and applicable spot rates for period-end balances.

The effect of translating our functional currency into our reporting currency,

as well as translating the results of foreign subsidiaries that have a different functional currency into our functional currency, is

reported separately in Accumulated Other Comprehensive Income

Our results are translated from our functional currency of GBP into the reporting currency of USD

using average rates for profit and loss transactions and applicable spot rates for period-end balances.

The effect of translating our

functional currency into our reporting currency, as well as translating the results of foreign subsidiaries that have a different functional

currency into our functional currency, is reported separately in Accumulated Other Comprehensive Income

product and company names referred to herein are trademarks™ or registered® trademarks of their respective holders.

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Gaming, Virtual Sports, Interactive and Leisure, as further described below.

Gaming segment supplies gaming terminals as well as gaming software and games for the terminals provided to Licensed Betting Offices

(“LBOs”), casinos, gaming halls and adult gaming centers (“AGCs”).

It supplies products and utilizes our

Server Based Gaming (“SBG”) technology to supply gaming content to our customers’ global land-based gaming venues.

SBG products offer an extensive portfolio of games through digital terminals.

Our games are currently deployed through more than

34,000 terminals.

Because our SBG products are fully digital, they interact with a central server and are provided on a

“distributed” basis, which allows us to access a wide geographic footprint through the internet, the Company’s,

and third parties’ proprietary networks.

SBG game portfolio includes a broad selection of popular omni-channel slots titles including Gold Cash Free Spins™, Big Fishing

Fortune™, and the Reel King ® family of games, offering a premium player experience across multiple

Gaming segment supplies gaming terminals, gaming software and/or games content for terminals located in Licensed Betting Offices (“LBOs”),

casinos, gaming halls and adult gaming centers (“AGCs”).

We either supply products that utilize our Server Based Gaming (“SBG”)

technology to supply gaming content to our customers’ global land-based gaming venues, available on approximately 38,000 terminals,

or we may deploy our games or game assets on terminals which are purchased from us outright, or licensed for use on third-party platforms.

games or game assets are currently deployed on approximately 50,000 terminals.

our SBG products are fully digital, they interact with a central server and are provided on a “distributed” basis, which

allows us to access a wide geographic footprint through remote networks.

SBG game portfolio includes a broad selection of popular omni-channel slots titles including Gold Cash Free Spins™, Golden Winner™,

Cops n Robbers Big Money and the Cash Bank family of games which include Big Piggy Bank™ and Wolf it Up!, offering a premium player

experience across multiple platforms.

These games offer users a wide range of volatilities, return-to-player and other special features.

We also offer a range of

more traditional casino games through our SBG network, such as roulette, blackjack and numbers games.

We also offer a range of more traditional casino games through our SBG network, such as roulette, blackjack and numbers games.

distribute games to devices through different game management systems (“GMS”), each tailored to a specific operator or sector.

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standard-based video lottery terminal (“VLT”) GMS, currently deployed in the Greek VLT sector and North America.

products comply with all requirements in the UK (B2/B3), Italy (6B), Greece (G2S) and Illinois (G2S).

SBG terminals in the UK account for a material portion of all SBG terminal placements, and we offer over 100 games for play across

this portfolio.

products comply with all requirements in the UK (B2/B3), Italy (6B), Greece (G2S) and various locations in North America such as Illinois

(G2S), Alberta (AGLC), and Western Canada (WCLC).

SBG terminals in the UK account for a material portion of all SBG terminal placements, and we offer over 100 games for play across this

We are also a material supplier to customers in Greece and Italy.

Over the past few years, we have grown our

business in North America where we have sold products in Illinois, the Western Canada Lottery Corporation (“WCLC”) and Alberta Gaming Liquor & Cannabis Commission (“AGLC”).

terminals such as the Flex4k curved screen, Vantage ®, Eclipse™, Valor™, Prismatic™ and Sabre Hydra™,

each offering a different size terminal, graphics, technology and price proposition.

of December 31, 2024, we had a total installed base of 34,900 gaming terminals, which were operated primarily under

participation-based contracts.

We generate revenue by participating, typically as a function of gross revenue from each machine, as

a percentage of the revenue generated by these machines.

Because we participate in our customers’ revenue under such

contracts, we and our customers benefit from the introduction of our new content, which can drive growth for our installed base.

Additionally, we earn revenue through the sale of terminal units, as well as receiving a fixed daily fee for some of our installed

During 2024, we sold 3,091 units, which are down on last year by over 6,000 terminals due to the refresh of Vantage terminals

into two of our major customers in the UK LBO sector in 2023.

Of the 2024 sales, 67% were in the UK and 33% came from North America.

With our participation-driven business model, approximately 96% of service revenue for our Gaming

segment was recurring in nature in 2024 and derived under long-term contracts.

Over the past few years, we have grown our business in North

America where we have sold products in Illinois, the Western Canada Lottery Corporation (“WCLC”) and the Alberta Gaming Liquor

& Cannabis Commission (“AGLC”).

We offer SBG terminals such as Vantage ®, Flex4k curved screen, Valor™, Prismatic™,

Valiant ™, and Velos, our ETG product, each offering a different size or configuration terminal, including certain graphics, technology,

and features.

of December 31, 2025, we had a total installed base of approximately 35,000 gaming terminals, which were operated under participation-based

or fixed rental-based contracts.

We generate revenue typically by participating in the gross revenue generated from each machine, and

therefore, both we and our customers benefit from the introduction of new game content, which can drive growth.

Additionally,

we earn revenue through the sale of terminal units.

During 2025, we sold approximately 5,500 units, an increase over the previous

year of approximately 2,300 units.

This increase arose due to an opportunity that we do not expect to be recurring in nature.

2025 overall sales value, 88% was attributed to the UK, and 12% was attributed to sales from North America.

participation-driven business model, approximately 87% of service revenue for our Gaming segment was recurring in nature in 2025 and

derived under long-term contracts.

the year ended December 31, 2025, our Gaming segment generated revenue and Adjusted EBITDA of $112.3 million and $55.0 million, respectively,

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respectively.

Revenue in 2024 reduced versus prior year due to significant one-off low margin sales in 2023 of c.$30.6 million.

These sales related to approximately 6,400 LBO Vantage terminals which formed part of long-term contract renewals with Betfred and Paddy

Sports Segment

Our Virtual Sports business designs, develops, markets and distributes

games that create an always-on sports wagering experience in betting shops and other locations and online.

Our Virtual Sports product

comprises a complex software and networking package that provides fixed-odds wagering on an ultra-high definition, computer-rendered simulations

of sporting events, such as soccer, football or basketball.

This product enables players to place bets on simulated sporting events, without

being bound to live event schedules.

We have developed this technology using advanced motion capture techniques and a TV and film graphics

team to create highly realistic simulations.

We believe we are among the most innovative suppliers of Virtual Sports gaming products worldwide.

Our diverse portfolio

of sports and numbers-based games is available in approximately 30,000 retail venues and through multiple online platforms.

Virtual Sports business designs, develops, markets and distributes products that create an always-on sports wagering experience in betting

shops and other locations and online.

Our Virtual Sports product comprises a complex software and networking package that provides fixed-odds

wagering on ultra-high definition, computer-rendered simulations of sporting events such as soccer, football or basketball.

enables players to place bets on simulated sporting events, without being bound to live event schedules.

We have developed this technology

using advanced motion capture techniques and a TV and film graphics team to create highly realistic simulations.

believe we are among the most innovative suppliers of Virtual Sports gaming products worldwide.

Our diverse portfolio of sports and

numbers-based games is available in approximately 25,000 retail venues and through multiple online platforms.

We have operations

across 20+ gaming jurisdictions worldwide, including the UK, Italy, Greece, Turkey, Morocco, and the U.S.

Virtual Sports portfolio includes titles such as V-Play Soccer™, V-Play Women’s Soccer™, V-Play Football™,

V-Play Basketball™, and V-Play Baseball™, along with greyhound racing, horse racing, tennis, motor racing, cycling,

cricket, speedway, golf and darts.

Furthermore, we have licensing agreements for the use of sports brands, and associated marks or

trade-dress archival footage, or a combination of the foregoing, including a partnership with the National Basketball Association

(“NBA”), the National Hockey League (“NHL”), Major League Baseball Players

Alumni Association (“MLBPAA”) and, pursuant to our licensing arrangements with Aristocrat Gaming, the National Football League

across over 25 gaming jurisdictions worldwide, including the UK, Italy, Greece, Brazil, Turkey, Morocco, and the U.S and have most

recently launched in the state of Virginia.

Virtual Sports portfolio includes titles such as V-Play Soccer™, V-Play Women’s Soccer™, V-Play Football™, V-Play

Basketball™, and V-Play Baseball™, along with greyhound racing, horse racing, tennis, motor racing, cycling, cricket, speedway,

golf and darts.

Furthermore, we have licensing agreements for the use of sports brands, and associated marks or trade-dress archival

footage, or a combination of the foregoing, including a partnership with the National Basketball Association (“NBA”), and

the National Hockey League (“NHL”), and, pursuant to our licensing arrangements with Aristocrat Gaming, the National Football

League (“NFL”).

During 2025, we continued to enhance our core Virtual Sports offerings, including V-Play Soccer, through

ongoing technology and gameplay improvements such as Soccer 3.6 , which is designed to improve visual quality, realism and player

In addition to these traditional sports simulations, we are diversifying our Virtual Sports offering through the development

of new product formats, including Fortune Flyer , an upcoming virtual racing-style game, as part of our efforts to broaden the

appeal and long-term evolution of the portfolio.

customers include some of the largest operators in lottery, gaming and sports betting globally.

We are contracted to supply Virtual

Sports to mobile and online operators across key regulated markets, including the United Kingdom;

states of Nevada,

Pennsylvania, New Jersey, and the District of Columbia;

Gibraltar and other regulated markets in Europe, including Italy, Greece and Poland.

We are contracted to supply Virtual Sports

to mobile and online operators across key regulated markets, including the United Kingdom, Ireland, Italy, Greece and Poland;

states of Nevada, Pennsylvania, New Jersey, West Virginia and the District of Columbia;

Gibraltar and other regulated markets in Europe.

We also supply customers based in Ontario, Turkey and Morocco.

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making it accessible to a wide range of customers in both public and private sectors.

Our Virtual Sports events are available to millions of customers worldwide, through retail, online and mobile platforms,

many of which are available 24/7.

We offer multiple hosting solutions tailored to customer needs, including our proprietary Virtual Plug and

Play (“VPP”) turnkey solution for online and mobile platforms.

Additionally, our cloud-based XML sportsbook integration enables

fully hosted and managed Virtual Sports solutions for customers seeking seamless product delivery.

Virtual Sports products are typically offered to operators on a participation-based revenue model, where we receive a share of the

gaming revenue generated, along with an upfront software licensing fee, hosting fees, or a combination of the foregoing.

recurring revenue model, approximately 97% of the total Virtual Sports segment revenue is generated under long to medium-term

contracts, with a standard contract duration of three years.

the year ended December 31, 2024, our Virtual Sports segment generated revenue and Adjusted EBITDA of $45.4 million and $36.0 million,

respectively, as compared to the year ended December 31, 2023, during which we generated $56.2 million and $47.6 million in revenue and

Adjusted EBITDA, respectively.

Revenue in 2024 compared to the

prior year is primarily affected by our exposure to a single customer in a particular geography, where revenues have consistently declined

throughout the year.

This decline is mainly due to the customer pulling back on promotions with virtual sports customers.

anticipate this trend will improve as we diversify our customer base, market reach and expand our delivery channels, with several opportunities in the

During 2024 we consolidated the Virtual Sports product and technical function, that had previously been separate,

into the company-wide product and technical group to enhance our ability to take advantage of these opportunities.

Our Interactive business uses unique interactive-only content as well as

offerings from our Gaming and Virtual Sports segments to create games that are hosted on remote gaming servers.

This allows online gaming

operators to use our games and content online and on mobile devices worldwide.

Our interactive content includes a wide range of random

number generated casino content from feature-rich bonus games to European-style casino free spins and table games incorporating well-known

first and third-party brands including Space Invaders ® , 20p Roulette™, Super Hot Fruits ® and Reel

King Megaways™.

Inspired releases several new titles per month and new games can be seamlessly deployed to the full estate of operators

and aggregators through its proprietary Virgo RGS™.

Games are available on over 300 websites across much of regulated Europe and

North American territories in the form of New Jersey, Michigan, Pennsylvania, Connecticut, Alberta, Ontario and Quebec.

Other prominent

territories the segment operates in outside of these include the markets of Brazil and Mexico.

Virgo Remote Gaming System (“RGS™”) is integrated with a number of leading casino brands, including William Hill,

Entain, bet365, Flutter, 888, Kindred, Gamesys, Betfred, Rank, Leo Vegas, OPAP, Kaizen, Betano and Stoiximan.

We are also live with

a number of notable North American operators:

Bet MGM, Draft Kings, Caesars, FanDuel, Rush Street Interactive, Golden Nugget and

Loto Quebec in Canada.

We have launched our Hybrid Dealer® product which is a new product category for the segment and offers players

branded casino and gameshow content without the challenges associated with live-dealer products.

This product category was live with BetMGM

in 2024, and there is a clear expansion plan as we enter 2025 to roll the product out to an increased number of the Inspired customer

Interactive products are typically offered to operators on a participation basis, whereby we typically receive a percentage of net

gaming revenue generated by the interactive content.

For the year ended December 31, 2024, our Interactive segment generated revenue and Adjusted EBITDA of $39.3

million and $25.6 million, respectively, as compared to the year ended December 31, 2023, during which we generated revenue and

Adjusted EBITDA of $27.9 million and $15.4 million, respectively.

With our participation-driven business model, approximately 100%

of revenue for our Interactive segment is recurring in nature and derived under long-term contracts for which our standard term is

three years in duration.

We have successfully renewed all of our key Interactive contracts expiring over the last three years.

EBITDA margins in this segment remain steady and growing due to the low variable costs we expect to incur on incremental revenue,

versus our existing base of revenue, but with additional pressures due to new taxes levied in newly regulated markets such as Brazil, where taxes on gross gaming revenue came into force on January 1,

2025 together with withholding taxes on revenue due to licensees being based locally, or in more mature markets such as UK where mandatory levies based

on a gross gambling yield (“GGY”) have been introduced as contributions towards the study, prevention and treatment of gambling

related harm and/or other measures are to be introduced such as online stake limits.

We are a supplier of gaming terminals and amusement machines to the Leisure

and Hospitality sectors and are one of the largest operators of “pay to play” gaming terminals and amusement machines in the

As of December 31, 2024, we supplied and operated over 10,000 gaming terminals and 3,500 pool tables, prize vending and jukeboxes

located in pubs, bingo halls, and adult gaming centers.

Virtual Sports events are available to millions of customers worldwide, through retail, online and mobile platforms, many of which are

available 24/7.

We offer multiple hosting solutions tailored to customer needs, including our proprietary Virtual Plug and Play (“VPP”)

turnkey solution for online and mobile platforms, and are available on certain aggregator platforms such as Altenar, Kambi, and others.

Additionally, our cloud-based XML sportsbook integration enables fully hosted and managed Virtual Sports solutions for customers seeking

seamless product delivery.

Sports products are predominantly offered under participation-based commercial arrangements, whereby Inspired receives a share of gaming

revenue generated by the content, together with upfront software licensing fees, integration fees, hosting fees or a combination thereof.

As a result of this recurring revenue model, approximately 94% of Virtual Sports segment revenue is generated under long to medium-term

contracts, with a typical contract duration of three years.

the year ended December 31, 2025, the Virtual Sports segment generated revenue of $36.6 million and Adjusted EBITDA of $26.8 million,

compared to revenue of $45.4 million and Adjusted EBITDA of $36.1 million for the year ended December 31, 2024.

The year-on-year performance

reflects, among other things, regulatory and tax developments in Brazil.

Inspired continues to progress initiatives to diversify the Virtual Sports customer

base, expand market reach and broaden delivery channels, notably through partnerships with Altenar, Kambi, and other platforms.

Interactive segment develops and distributes interactive-only content, in the form of games hosted on remote gaming servers.

online gaming operators to offer Inspired’s content across online and mobile platforms worldwide.

Interactive portfolio comprises a broad range of random number generated casino content, including feature-rich bonus games,

European-style casino games, free spins and table games, incorporating well-known first and third-party brands.

Notable titles

include a range of Cops n’Robbers , Gold Cash, and the Cash bank games Wolf it Up!

and Big Piggy Bank .

this a key success story is that of Golden Winner Grand Chance that has gone on to win “Slot Game of the Year” at

the 2026 European iGaming Awards.

Inspired continues to release multiple new titles each month, which can be seamlessly deployed

across the full estate of operators and aggregators through our Virgo Remote Gaming System (“Virgo RGS™”).

2025, our games were available on over 500 websites across regulated European and North American jurisdictions, including New

Jersey, Michigan, Pennsylvania, Connecticut, Alberta, West Virginia, Ontario and Quebec, as well as additional growth

RGS™ is integrated with a wide range of leading online gaming operators, including Flutter, Entain, bet365, Evoke, Gamesys, Kaizen,

In North America, Inspired’s Interactive content is live with major operators including BetMGM, DraftKings Group,

Caesars, FanDuel, Rush Street Interactive, and Loto Québec.

Interactive segment includes Hybrid Dealer, a unique iGaming format that merges high-definition pre-recorded live dealer footage with

RNG-based outcomes.

This innovative format creates a rich, immersive environment that’s fully brandable, always on, and free from

the complexities and expenses of live studio operations.

During 2025, we continued to support the rollout of Hybrid Dealer gameshows

and table games with select operators, and we believe it enhances our ability to offer differentiated content across regulated markets.

products are predominantly offered under participation-based commercial arrangements, whereby Inspired typically receives a percentage

of the net gaming revenue generated by its content.

For the year ended December 31, 2025, the Interactive segment generated revenue of

$58.6 million and Adjusted EBITDA of $40.6 million, compared to revenue of $39.3 million and Adjusted EBITDA of $25.6 million for the

year ended December 31, 2024.

EBITDA margins within the Interactive segment remain strong, reflecting the low incremental cost base associated with deploying additional

content across an established operator network.

However, margin expansion continues to be influenced by regulatory and tax developments

in certain jurisdictions.

This includes regulatory measures in markets such as the United Kingdom in the form of mandatory levies on

gross gambling yield (“GGY”), with pressure expected to continue as the UK government has enacted legislation to introduce

a new Remote Betting and Gaming Duty of 40% from April 2026, increasing from the current rate of 21%.

We remain a supplier of

gaming terminals and amusement machines to the Leisure and Hospitality sectors but, following the sale of our holiday parks and

certain associated leisure assets to Genda, Inc, a Tokyo-listed entity, are no longer servicing the holiday parks sector.

transitioned a number of pub customers to a new operating model using a less capital-intensive approach, and one in which we refocus

on content and machine supply, moving away from servicing and collections activities.

As of December 31, 2025, we supplied and operated over 5,800 gaming terminals located in pubs, bingo

halls, and adult gaming centers.

We also service approximately 2,800 gaming terminals under maintenance only contracts.

The increasing majority of gaming terminals we operate are server based, allowing us to distribute content supplied by our “in house”

design studios as well as some of the most popular content titles from our strategic partners.

addition, we also supply and operate approximately 8,000 amusement machines and 1,400 gaming terminals in family entertainment centers

and adult gaming centers located in holiday parks, bowling centers and other entertainment venues.

These include virtual reality simulators

and arcade games, redemption and skill with prize games, basketball, air hockey and cue sports.

Commercial arrangements are typically

structured as either revenue participation or rental agreements.

customers in this segment include large pub operators JD Wetherspoons, Stonegate Pub Company, Greene King, Mitchells and Butler, Whitbread

Marstons and Admiral Taverns.

In the Bingo sector, we supply gaming terminals and services to Buzz Bingo and Mecca.

We supply gaming

terminals and services to transport hub operators, Moto and Welcome Break and major airports, including Heathrow.

We also operate our

own adult gaming centers under the Quicksilver™ brand in Extra Motorway Services.

We have joint venture agreements with holiday

park operators including Parkdean Resorts, Bourne Leisure (Haven), Butlins and Cove, where we supply machines and trained staff to manage

and operate family entertainment centers.

our Leisure segment had, as of December 31, 2024, an installed base of over 10,000 gaming terminals, which were operated primarily

under participation-based contracts.

We generate revenue by participating, typically as a function of gross revenue from each

machine, in a percentage of volumes generated by these machines.

Because we participate in our customers’ revenue under such

contracts, we are aligned with our customers in benefiting from the introduction of our new content, which can drive growth in the

win per unit per day of our installed base.

Additionally, we earn revenue through the sale of units, as well as a fixed daily fee

for certain of our installed units.

With our participation-driven business model, approximately 97% of revenue for our Leisure

segment is recurring in nature and derived under long-term contracts.

We installed over six hundred Vantage Cat C cabinets to our

Pubs estate during the year and we have successfully renewed or extended contracts with Moto Hospitality, Park Dean Resorts, Buzz Bingo and

increasing majority of gaming terminals we operate are server based, allowing us to distribute content supplied by our “in

house” design studios as well as some of the most popular content titles from our strategic partners.

main customer in this segment includes the large pub operator JD Wetherspoons.

In the Bingo sector, we supply gaming terminals and

services to Buzz Bingo and Mecca Bingo.

We supply gaming terminals and services to motorway service providers, Moto and Welcome Break.

longer serve airports or operate any of our own adult gaming centers.

our Leisure segment had, as of December 31, 2025, an installed base of approximately 5,500 terminals, which were operated primarily under

participation-based contracts.

We generate revenue by participating, typically as a function of gross revenue from each machine, in a

percentage of volumes generated by these machines.

Because we participate in our customers’ revenue under such contracts, we are

aligned with our customers in benefiting from the introduction of our new content, which can drive growth in the win per unit per day

of our installed base.

Additionally, we earn revenue through the sale of units, as well as a fixed daily fee for certain of our installed

With our participation-driven business model, approximately 97% of revenue for our Leisure segment is recurring in nature and

derived under long-term contracts.

We installed over six hundred Vantage Cat C cabinets to our Pubs estate during the year and we have

successfully renewed or extended contracts with Moto Hospitality, Buzz Bingo and Mecca Bingo.

the year ended December 31, 2025, our Leisure segment generated revenue and Adjusted EBITDA of $96.6 million and $21.2 million respectively,

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have a substantial installed base, including over 32,000 digital terminals in the Gaming segment located across key jurisdictions in

the UK, Greece and Italy, with approximately 12,800 terminals installed in UK Licensed Betting Offices and approximately 8,700

terminals installed in Greek venues.

In our Leisure segment, we supply and operate an installed base of approximately 11,000 gaming

terminals (including approximately 2,800 gaming terminals under maintenance only contracts) and 4,500 pool tables, prize vending and

jukeboxes to pubs, bingo halls and adult gaming centers.

In addition, we also supply and operate approximately 9,500 amusement

machines and 2,200 gaming terminals in family entertainment centers located in holiday parks, bowling centers and other

entertainment venues.

We have content and products in our Virtual Sports segment, which offers

a wide range of sports and numbers games through approximately 32,000 retail venues as well as through various online channels.

Virtual Sports gaming products are available in approximately 32 gaming jurisdictions

worldwide, including the UK, Italy, Greece, Morocco and the U.S., our customers being many of the largest operators of lottery,

gaming, and betting operations worldwide.

Additionally, our Interactive segment provides a wide range of iGaming content to large

operators primarily marketing to customers located in the UK, Italy, Greece and North America, as well as several other regulated

countries across Europe through over approximately 250 websites.

the UK, Greece and Italy, with approximately 12,800 terminals installed in UK Licensed Betting Offices and approximately 9,100 terminals

installed in Greek venues.

In our Leisure segment, we supply and operate an installed base of approximately 5,500 gaming terminals (including

approximately 2,800 gaming terminals under maintenance only contracts) to pubs, bingo

halls and adult gaming centers.

We have content and products in our Virtual Sports segment, which offers a wide range of sports and numbers

games through approximately 25,000 retail venues as well as through various online channels.

Our Virtual Sports gaming products are available

in a number of jurisdictions worldwide, including the UK, Italy, Greece, Morocco, Turkey and the U.S., our customers being many of the

largest operators of lottery, gaming, and betting operations worldwide.

Additionally, our Interactive segment provides a wide range of

iGaming content to large operators primarily marketing to customers located in the UK, Italy, Greece and North America, as well as several

other regulated countries across Europe through over approximately 500 websites.

Diversified Business Underpinned by Longstanding Customer Relationships

operate in several business segments and geographic locations that provide a diversified revenue and cash flow stream that has

proven to be resilient under various economic environments.

While our Gaming segment has represented the largest proportion of our

revenue in each of the last three years, our Interactive segment represents substantial growth opportunities in the digital and

retail space, which is expected to continue to diversify our business, together with Virtual Sports in Latin America.

Additionally, we continue to expand in high growth markets,

such as North America, which are expected to drive further geographic diversification across business segments.

700 customers, including major lottery, sports betting and gaming operators (both interactive and location-based) within regulated

sectors worldwide.

Many of our customer relationships in the UK and European sectors are long-standing and in excess of 10 years.

expect that our diverse customer base will afford us opportunities to sell incremental products to certain of these customers in the

operate in several business segments and geographic locations that provide a diversified revenue and cash flow stream that has proven

to be resilient under various economic environments.

While our Gaming segment has represented the largest proportion of our revenue in

each of the last three years, our Interactive segment represents substantial growth opportunity together with our virtual sports in Latin

Additionally, we continue to expand in high growth markets, such as North America, which are expected to drive further geographic

diversification across business segments.

We have over 700 customers, including major lottery, sports betting and gaming operators (both

interactive and location-based) within regulated sectors worldwide, which we supply either directly or via aggregator platforms.

of our customer relationships in the UK and Europe are long-standing and in excess of 10 years.

We expect that our diverse customer base

will afford us opportunities to sell incremental products to certain of these customers in the future.

Recurring Revenue Supported by Long-Term Participation-Based Contracts

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31, 2025, our recurring revenue, which included revenue generated from participation-based contracts and licensing arrangements, represented

86% of total revenue, as compared to approximately 79% of total revenue for the year ended December 31, 2023.

Our content and products,

which are provided primarily pursuant to long-term contracts, are essential to generating revenue for our customers and satisfying the

demand of our end users.

Our long-term contracts typically have an initial duration of three to five years depending on the

business segment and the customer and, over the last three years, we have successfully renewed the significant majority of expiring contracts

with key customers in our Gaming, Virtual Sports, Interactive and Leisure segments.

approximately 92% of total revenue, as compared to approximately 86% of total revenue for the year ended December 31, 2024.

and products, which are provided primarily pursuant to long-term contracts, are essential to generating revenue for our customers and

satisfying the demand of our end users.

Our long-term contracts typically have an initial duration of three to five years depending on

the business segment and the customer and, over the last three years, we have successfully renewed the significant majority of expiring

contracts with key customers in our Gaming, Virtual Sports and Interactive segments.

Technology and Track-Record of Strong Content Development

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technology and operations, positioning us as a provider of superior content and technical solutions.

As of December 31, 2024, we

held approximately 25 patents or patent applications and approximately 300 trademarks worldwide.

As of December 31, 2025, we held

approximately 25 patents or pending patent applications and approximately 390 trademarks worldwide.

We focus our product development

efforts on emerging content and technology trends, utilizing a combination of customer research, design experience and engineering

We are committed to developing innovative products for our customers and are focused on improving player entertainment

and customer profitability.

efforts on emerging content and technology trends, utilizing a combination of customer research, design experience and engineering excellence.

We are committed to developing innovative products for our customers and are focused on improving player entertainment and customer profitability.

believe convergence trends in the gaming industry emphasize the importance of proprietary content, including licensed content.

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currency at constant rate basis between 2019 and 2024.

We believe this growth has been driven, in part, by our content library

of over 100 slot games.

Many of our recent game launches, including Gold Cash Free Spins™, Big Fishing Fortune™, and the

Reel King ® family of games, have been omni-channel, offering a premium player experience across multiple platforms – though,

unlike our older games, they originated online and, once proved successful, were migrated to retail platforms.

We believe this growth has been driven, in part, by our content library of over

Many of our recent game launches, including Gold Cash Free Spins™, Golden Winner™, Cops n Robbers Big Money

and the Cash Bank family of games which include Big Piggy Bank™ and Wolf it Up!, have been omni-channel, offering a premium player

experience across multiple platforms – though, unlike our older games, they originated online and, once proved successful, were

migrated to retail platforms.

Virtual Sports products offer a wide range of betting markets and what we consider to be superior graphics.

Our Virtual Sports

revenue has achieved high EBITDA margins, while providing an attractive recurring revenue

Our Virtual Sports revenue

has achieved high EBITDA margins, while providing an attractive recurring revenue base.

To Benefit From Key Market Trends

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of proprietary content.

multi-channel offerings are well-positioned to benefit from the prevalence of smart phones and tablets and the legalization of

online gaming in certain parts of the United States, Canada, Brazil, LATAM more generally and other jurisdictions.

jurisdictions have provided new growth opportunities for gaming, interactive, sports and lottery operators through the introduction

of new channels and portals for delivering games and content to customers.

This supplements the existing broad-based online gambling

market across Europe.

Our multi-channel solutions and customer relationship management capabilities position us to take advantage of

new opportunities to extend our gaming solutions across different channels for our customers to reach new players, expand the player

demographic base and access players wherever they are whenever they want to play.

Our technology extends engagement for existing

players and has the capability to reach new player segments.

This and other technology help position us for future online real-money

gaming opportunities by offering play-for-fun online gaming options in jurisdictions where online real-money gaming may be legalized

in the future.

Government initiatives, such as the legalization of casino operations in

new jurisdictions, increases in the number of casinos allowed to operate in a given jurisdiction and the legalization of new products,

have helped stimulate growth in the gaming market.

In the United States, legislative change has led to an increase in the legalization

of sports betting or online gaming As of December 31, 2024 online casinos are legal in eight (8) states after Rhode Island went live on

March 5, 2024 and several other states have proposed bills for regulation.

multi-channel offerings are well-positioned to benefit from the prevalence of smart phones and tablets and the legalization of online

gaming in certain parts of the United States, Canada, Brazil, LATAM more generally, South Africa and other jurisdictions.

Such jurisdictions

have provided new growth opportunities for gaming, interactive, sports and lottery operators through the introduction of new channels

and portals for delivering games and content to customers.

This supplements the existing broad-based online gambling market across Europe.

Our multi-channel solutions and customer relationship management capabilities position us to take advantage of new opportunities to extend

our gaming solutions across different channels for our customers to reach new players, expand the player demographic base and access

players wherever they are whenever they want to play.

Our technology extends engagement for existing players and has the capability to

reach new player segments.

This and other technology help position us for future online real-money gaming opportunities by offering play-for-fun

online gaming options in jurisdictions where online real-money gaming may be legalized in the future.

initiatives, such as the legalization of casino operations in new jurisdictions, increases in the number of casinos allowed to operate

in a given jurisdiction and the legalization of new products, have helped stimulate growth in the gaming market.

In the United States,

legislative change has led to a slow increase in the legalization of sports betting or online gaming even as several states move towards

banning or clarifying their legal position as it pertains to sweepstakes, regulating prediction markets, and Maine recently became the

state to legalize online casino gaming.

Management Team

management team is led by our Executive Chairman, Lorne Weil, who is known as a gaming industry innovator and whose past leadership includes

growing a diversified global gaming technology company both organically and through extensive acquisitions and joint ventures further

bolstering the business.

seasoned management team is led by our Executive Chairman, Lorne Weil, who is known as a gaming industry innovator and whose past leadership

includes growing a diversified global gaming technology company both organically and through extensive acquisitions and joint ventures

further bolstering the business.

In addition to Mr.

Weil, who is our principal executive officer, our management team includes Brooks H.

our President and Chief Executive Officer;

James Richardson, our Chief Financial Officer;

and Simona Camilleri, our Executive Vice President

and General Counsel.

The current structure replaces our prior Office of the Executive Chairman.

Our management team has broad

and deep experience in the gaming industry, working with lotteries, casino operators, betting and gaming platforms, content suppliers

and online operators.

The members of the management team between them have decades of experience in the gaming industry, including relationships

with suppliers and customers around the world, helping them build and sustain revenue growth and achieve strategic objectives.

Weil, who is also our principal executive officer, our management team includes Brooks

Pierce, our President and Chief Executive Officer;

James Richardson, our Executive Vice President and Chief Financial Officer;

Simona Camilleri, our Executive Vice President and General Counsel.

Our management team has broad and deep experience in the gaming industry,

working with lotteries, casino operators, betting and gaming platforms, content suppliers and online operators.

The members of the management

team between them have decades of experience in the gaming industry, including relationships with suppliers and customers around the

world, helping them build and sustain revenue growth and achieve strategic objectives.

The finance team is further supported by Craig Wilson as Vice President of Finance and Accounting, who has requisite

experience to support in US GAAP.

seek to deliver innovative and differentiated products that provide value to our customers and exciting experiences to their players

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in our existing markets.

the last few years, a substantial portion of our annual revenue has been recurring and based on long-term contracts with customers,

where our revenue typically grows in line with the growth of our customers’ gaming revenue from our content and products.

to work closely with our customers to assist in the optimization of their operations so they can achieve growth in their revenue generated

by our content and products, which we believe is to our benefit.

Accordingly, we continually invest in new content and technology offerings

that permit our customers to keep their offerings fresh, offering their players new forms of entertainment.

As our content demonstrates

successful commercial results, we seek to place it with additional customers who may recognize its value and performance.

content development is a key aspect of our overall strategy and we intend to continue this strategic priority for each of the business

segments in which we operate.

recent years, a significant portion of our annual revenue has been recurring in nature and generated pursuant to long-term customer contracts.

Under these arrangements, our revenue generally increases in line with the growth of our customers’ gaming revenue derived from

our content and products.

We work closely with our customers to support the optimization of their operations and to help drive growth

in revenue generated from our offerings, which in turn benefits our business.

support this strategy, we continue to invest in the development of new content and technology solutions designed to enhance and refresh

our customers’ offerings by providing players with new forms of entertainment.

As our content achieves demonstrated commercial

success, we seek to deploy such content across a broader customer base that recognizes its value and performance.

We believe that continued

investment in content development is a critical component of our long-term growth strategy, and we intend to maintain this focus across

each of the business segments in which we operate.

new customers, or extend our collaboration with existing customers, by expanding into new markets.

believe our historical growth has been driven by our entry into new geographies and supplemented by increasing our share in existing

We expect to continue to focus on North and South American markets in the Gaming, Virtual Sports, Lottery and Interactive

segments where room for such expansion may exist and where regulations allow.

We believe North America is a valuable gaming market

in which we currently have more limited participation and a lower market share, but where we expect our products can be positioned

for future success.

Effective January 1, 2025, Brazil has launched its newly regulated market and we believe that we are

well-positioned to continue to pursue our strategy there including the roll out of localized content offerings in Hybrid Dealer,

Interactive and Virtual Sports segments in Brazil, and other segments should these become regulated.

We also believe there may be

further growth opportunities in Latin America which will be available to us in the future, as new regulations permit.

believe that our historical growth has been driven by expansion into new geographic markets, supplemented by increased market penetration

within existing jurisdictions.

Our strategy continues to focus on select North and South American markets across our Gaming, Virtual

Sports, Lottery and Interactive segments, where we believe opportunities for expansion may exist, subject to applicable regulatory frameworks

and market conditions.

believe that North America represents an attractive gaming market in which we currently have more limited participation and a

comparatively lower market share.

While competition in this region is significant and regulatory requirements vary by jurisdiction, we

believe our products and content offerings are well positioned and offer opportunities for growth.

continue to pursue opportunities in Brazil consistent with our broader strategy, including the deployment of further localized content

Our ability to expand in Brazil remains subject to ongoing regulatory developments, competitive taxation levels, supplier

and other licensing requirements and commercial execution.

also believe that additional growth opportunities may arise in other Latin American jurisdictions over time as regulatory frameworks

continue to evolve.

However, the timing, scope and commercial impact of any such opportunities remain uncertain and dependent on regulatory

authorization, market acceptance and competitive dynamics.

targeted mergers and acquisitions to expand our product portfolio and distribution footprint.

addition to growing our business organically, we have pursued, and continue to pursue, merger and acquisition opportunities that we believe

will help strengthen and scale our operations and take further advantage of our competitive position.

Our management team shares a combination

of operating, investing, financial and transactional experience that we believe will serve the Company well as it seeks to identify opportunities

for value-adding acquisitions to negotiate and close on potential acquisition transactions.

will help strengthen and scale our operations and take further advantage of our competitive position as a distributor of content and digital services.

Our management

team shares a combination of operating, investing, financial and transactional experience that we believe will serve the Company well

as it seeks to identify opportunities for value-adding acquisitions to negotiate and close on potential acquisition transactions.

operate within the global gaming and lottery industry.

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Opening of new gaming territories .

Many national and state governments operating in developed economies in Europe, LATAM and

North America are suffering from structural funding deficits in a post – COVID environment or dealing with a large influx of unregulated

gaming offerings usually offered through offshore and remote means.

The regulation and taxation of gaming and lottery may be relied upon

to raise new sources of revenue for these governments.

In some cases, liberalization may favor buildouts of large new destination resort

casinos, but in others, regulation may rather focus on smaller distributed gaming (“EDGE”) venues with lottery, gaming and

sports betting, combined with remote gaming.

Many national, state and local governments in developed economies across Europe, Latin America

and North America continue to face structural budgetary pressures, driven by elevated public-sector debt, rising social and healthcare

expenditures, inflationary cost pressures and, in some cases, slower economic growth.

At the same time, regulators in a number of jurisdictions

are increasingly focused on addressing the growth of unregulated or illegal gaming activity, including offerings provided through offshore

or remote channels.

a result, the regulation and taxation of gaming and lottery activities are, in certain jurisdictions, viewed as potential mechanisms

to generate incremental public revenue while increasing consumer protection and regulatory oversight.

Regulatory responses vary by jurisdiction.

In some cases, liberalization efforts may support the development or expansion of large, destination-based casino resorts.

In other jurisdictions,

regulatory frameworks may emphasize smaller, distributed gaming (“EDGE”) venues that combine lottery, gaming and sports betting

with regulated remote or digital gaming offerings.

scope, timing and structure of any such regulatory developments remain subject to political, economic and social considerations, and

there can be no assurance that regulatory changes, if adopted, will result in material market expansion or favorable commercial outcomes

for industry participants.

Multi-Channel Offerings:

Replacement of legacy analog machines with larger volume of smart digital devices, both interactive and location

As existing gaming sectors mature, governments and regulatory authorities have implemented regulations to upgrade the

established terminal base to digital operation.

As certain gaming markets mature, governments and regulatory authorities in a number of jurisdictions have adopted, or

are considering adopting, regulatory frameworks that support or require modernization of existing terminal bases, including enhanced

connectivity, data reporting, security and responsible gaming features.

These regulatory initiatives are often intended to improve regulatory

oversight, operational efficiency, player protection and tax collection, and may facilitate integration between land-based and remote

gaming channels.

However, the timing, scope and commercial impact of such modernization efforts vary significantly by jurisdiction and

remain subject to regulatory approvals, funding constraints, technical standards and market conditions.

and Mobile Devices:

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According to the H2 Database,

mobile gaming revenue in such sectors exhibited a 27.0% compound annual growth rate between 2010 and 2021.

mobile gaming revenue in such sectors exhibited a 23.0% compounded annual growth rate between 2015 and 2025.

Mobile gaming and lottery

are now expanding in other sectors, and mobile play has recently been approved in other sectors for gaming or lottery.

believe there are significant benefits for our customers in adopting digitally networked gaming and lottery technologies.

our digitally-enabled products allow operators to remotely manage their operations with minimal disruption to their businesses.

centralization enabled by digital operations offers flexibility to rotate or change games, tailor game availability to time-of-day, target

specific player demographics and take advantage of seasonal and themed marketing opportunities.

New games often can be phased in without

the interim revenue declines often associated with replacing games on traditional lottery terminals or slot machines.

In addition, digital

operations permit more games per terminal, enabling operators to test new games and new suppliers, seek to appeal to a broader base of

players with minimal cost or risk, commission games from third-party suppliers on an open game interface and reduce procurement risk.

Moreover, digital operations can significantly reduce the need for on-site repairs, improve terminal up-time and should extend terminal

life cycles as well as the time period over which capital costs can be depreciated.

conduct business in a number of different jurisdictions, of which Great Britain, Italy and Greece have historically contributed the most

believe digitally networked gaming and lottery technologies may provide operational efficiencies for our customers by enabling centralized

and remote management of certain functions with limited disruption to existing operations.

Digital platforms can increase flexibility

in deploying and modifying game offerings, support targeted and seasonal content strategies, and allow new games to be introduced more

efficiently than on legacy terminals.

addition, digital operations may support a greater number of games per terminal, facilitate testing of new content and suppliers through

open interfaces, and reduce on-site maintenance requirements, which may improve terminal uptime and extend useful lives.

The realization

of these benefits depends on regulatory approvals, customer adoption, technical implementation and operating conditions.

conduct business in a number of different jurisdictions, of which the UK, Italy and Greece have historically contributed the most

significant recurring revenue.

The gaming regulator responsible for our activities in Great Britain is the Gambling Commission.

The gaming regulator responsible for our activities in the UK is the Gambling Commission.

the operation of gaming machines and remote gaming is regulated by L’Agenzia delle dogane e dei Monopoli (“ADM”).

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or certified (as applicable) in a number of other jurisdictions by regulators such as the Malta Gaming Authority, His Majesty’s

Government Gibraltar, the Alderney Gambling Control Commission, the Belgian Kansspel Commissie, Romania – Oficiul National pentru

Government of Gibraltar, the Alderney Gambling Control Commission, the Belgian Kansspel Commissie, Romania – Oficiul National pentru

Jocuri de Noroc, Autorité Des Marchés Financiers (Quebec), Nova Scotia Alcohol, Gaming, Fuel and Tomabbo Division, Saskatchewan

Liquor and Gaming Authority, Alcohol and Gaming Commission (Ontario), Ministerio de Comercio Exterior y Turismo (MINCETEUR) in Peru and

state regulators in various jurisdictions in North America such as New Jersey, Pennsylvania, Michigan, Illinois and others.

the British sector, we supply and distribute Category B3 gaming machines (with maximum betting stakes for players of £2), Category

C gaming machines, Category D gaming machines and ETG machines to third parties who are licensed to operate such machines in bricks-and-mortar

In addition, we operate a number of Adult Entertainment Centers.

We also supply virtual sports software to local retail venues

and to online operators who are licensed to target the British sector.

We also supply our Interactive product to remote operators who

are licensed to target the British sector.

The provision of our products and services in relation to the British sector is authorized

by a multi-category operating license issued by the UK Gambling Commission, namely remote and non-remote Gaming Machine Technical (Full)

operating licenses, a remote casino operating license, a remote and non-remote gambling software license and a remote general betting

standard (virtual events) license gaming machine general adult gaming center license and a gaming machine general family entertainment

center license.

state regulators in various jurisdictions in the United States such as New Jersey, Pennsylvania, Michigan, Illinois and others.

United Kingdom

the British sector, we supply and distribute Category B3 gaming machines (with maximum betting stakes for players of £2),

Category C gaming machines, Category D gaming machines and Electronic Table Games (“ETG”) machines to third parties who are licensed to

operate such machines in bricks-and-mortar premises.

We also supply virtual sports software to local retail venues and virtual

sports and interactive content to online operators who are licensed to target the British sector.

The provision of our products and

services in relation to the British sector is authorized by a multi-category operating license issued by the UK Gambling Commission,

namely remote and non-remote Gaming Machine Technical (Full) operating licenses, a remote casino operating license, a remote and

non-remote gambling software license and a remote general betting standard (virtual events) license.

Betting and Gaming Laws and Regulations.

The Gambling Act 2005 (the “GA05”) is the principal legislation in Great

Britain governing gambling (other than in relation to the National Lottery, which is governed by separate legislation).

The Gambling Act 2005 (the “GA05”) is the principal legislation in the UK governing gambling (other than in relation to the National Lottery, which is governed by separate legislation).

The GA05 applies

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relation to remote gambling, the GA05 (as amended by the Gambling (Licensing and Advertising) Act 2014 provides that it is an offense

to “provide facilities” for remote gambling either (a) using “remote gambling equipment” situated in Great Britain,

or (b) which are used by players situated in Great Britain, in each case without a remote gambling operating license.

to “provide facilities” for remote gambling either (a) using “remote gambling equipment” situated in the UK,

or (b) which are used by players situated in the UK, in each case without a remote gambling operating license.

It is also an offense

to manufacture, supply, install or adapt gambling software in Great Britain without an appropriate gambling software license.

to manufacture, supply, install or adapt gambling software in the UK without an appropriate gambling software license.

remote gambling operating license holder providing facilities for remote gambling to British players is required to use gambling software

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An entity holding a gambling license must notify the Gambling Commission of the identity of any shareholder holding 3%

or more of the equity or voting rights in the entity (whether held or controlled either directly or indirectly).

or more (increased to 5% or more with effect as of 19 March 2026) of the equity or voting rights in the entity (whether held or controlled

either directly or indirectly).

of corporate control:

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The LCCP imposes numerous operational requirements on licensees,

including compliance with the Gambling Commission’s Remote Gambling and Software Technical Standards, segregation of customer

funds, the implementation of a variety of social responsibility tools (such as self-exclusion), anti-money laundering measures, age

verification of customers and a host of consumer protection measures.

The Gambling Commission regularly reviews and revises the LCCP

with the most recent proposals expected to come into effect on 28 February 2025 (Financial vulnerability checks) and 1 May 2025 (Improving

customer choice on direct marketing).

including compliance with the Gambling Commission’s Remote Gambling and Software Technical Standards, the implementation of

a variety of social responsibility tools (such as self-exclusion), anti-money laundering measures, age verification of customers

and a host of consumer protection measures.

returns and reporting of key events:

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with certain license conditions.

operate two different gaming businesses in Italy.

We provide platform and games for video lottery terminals and we also supply platforms

for bets on Virtual Sports events to betting shops and online platforms.

Our businesses are operated through the Italian branches of

certain of our UK subsidiaries.

These branches hold police licenses and are enrolled in the ADM Register of Gestori, as further described

We supply our platform and games and Virtual Sports products only to operators licensed under Italian gaming laws and regulations.

VLT and Virtual Sports platforms must be connected over the internet to servers operated by the ADM.

Information regarding gaming sessions

and the amounts wagered and won is provided in real time through the ADM servers, in order to enable the ADM to monitor the operation

of machines and games and to verify the amount of taxes due.

We operate three different gaming businesses in Italy.

We provide platform

and games for video lottery terminals, supply platforms for bets on Virtual Sports events to betting shops and online platforms and provide

online casino games to online licensed operators.

Our businesses are operated through the Italian branches of certain of our UK subsidiaries.

These branches hold police licenses and are enrolled in the ADM Register of Gestori, as further described below.

We supply our platform

and games and Virtual Sports and online casino products only to operators licensed under Italian gaming laws and regulations.

Our VLT and Virtual Sports platforms as well as the platform through which

our online casino games are offered to the public must be connected over the internet to servers operated by the ADM.

Information regarding

gaming sessions and the amounts wagered and won is provided in real time through the ADM servers, in order to enable the ADM to monitor

the operation of machines and games and to verify the amount of taxes due.

Betting and Gaming Laws and Regulations.

Operators of betting premises offering VLTs (including the entities managing the networks

connecting such VLTs to ADM servers), and operators of betting premises or online platforms offering Virtual Sports products, must hold

an Italian gaming license while operators of gaming halls where VLTs are located operate do not need a gaming license.

No gaming license

is required in order to supply VLTs or Virtual Sports products to such operators.

Such VLT platforms, machines and games, and Virtual

Sports platforms and games, must be certified and approved by either SOGEI, an entity controlled by the Italian Ministry of Finance and

authorized to conduct such certifications or testing labs accredited with ADM.

Such certifications and approvals must be obtained by

such operators, rather than the suppliers of such VLT platforms, machines and games, and Virtual Sports platforms and games.

of gaming machines, including VLTs, must hold a police license (as prescribed by article 86, paragraph 3, of the Italian United Text

of Public Security Law provided by the Royal Decree 18 June 1931, No.

773) and be enrolled in a registry prescribed by article 1, paragraph

82 of Law No.

connecting such VLTs to ADM servers), and operators of betting premises or online platforms offering Virtual Sports as well as online

platforms offering online casino products, must hold an Italian gaming license while operators of gaming halls where VLTs are located

operate do not need a gaming license.

No gaming license is required in order to supply VLTs, Virtual Sports and online casino products

to such operators.

Such VLT platforms, machines and games, and Virtual Sports and online casino games, must be certified and approved

by either SOGEI, an entity controlled by the Italian Ministry of Finance and authorized to conduct such certifications or testing labs

accredited with ADM.

Such certifications and approvals must be obtained by such operators, rather than the suppliers of such VLT platforms,

machines and games, Virtual Sports platforms and games and online casino games.

of gaming machines, including VLTs, must hold a police license (as prescribed by artice 86, paragraph 3, of the Italian United

Text of Public Security Law provided by the Royal Decree 18 June 1931, No.

773) and be enrolled in a registry prescribed by article 1,

paragraph 82 of Law No.

220/2010 and managed by ADM (known as the “ADM Register of Gestori”).

If a supplier of gaming machines is not

enrolled in the ADM Register of Gestori, any agreement it enters into regarding the supply of gaming machines is null and void.

if the enrollment is not renewed, existing agreements regarding the supply of gaming machines become null and void.

Enrollment in the

ADM Register of Gestori is subject to, among other things, a review of the suitability of the applicant business entity and its directors.

In the event of a change of control of the entity enrolled in the ADM Register of Gestori (but not of such entity’s direct or indirect

parent entities), the details of such change must be notified to the ADM and suitability must be reconfirmed.

If a supplier of gaming machines

is not enrolled in the ADM Register of Gestori, any agreement it enters into regarding the supply of gaming machines is null and void.

In addition, if the enrollment is not renewed, existing agreements regarding the supply of gaming machines become null and void.

in the ADM Register of Gestori is subject to, among other things, a review of the suitability of the applicant business entity and its

In the event of a change of control of the entity enrolled in the ADM Register of Gestori (but not of such entity’s

direct or indirect parent entities), the details of such change must be notified to the ADM and suitability must be reconfirmed.

of Virtual Sports products are not required to hold a police license, be enrolled in the Register of Gestori or otherwise be licensed

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We supply such

VLTs under a certification provided by the Hellenic Gaming Commission.

We also supply Virtual Sports products within retail venues operated

by OPAP and via self-service betting terminals within OPAP venues and supply interactive games and Virtual Sports to online operators

in Greece including Stoiximan, OPAP and Novibet.

VLTs under a certification provided by the Hellenic Gaming Commission, in accordance with the applicable VLT Technical and Operational

Regulation (Ministerial Decision 79314/23.07.2020, as amended) and the supplier suitability framework (Ministerial Decision 79305 ΕΞ

2020/27.07.2020, as amended and codified.

We also supply Virtual Sports products (regulated as betting products under Law 4002/2011 and

the applicable Hellenic Gaming Commission regulatory framework governing retail and online betting) within retail venues operated by

OPAP and via self-service betting terminals within OPAP venues and supply interactive games and Virtual Sports to online operators in

Greece including Stoiximan, OPAP and Novibet.

Betting and Gaming Laws and Regulations :

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13530 /02.02.2022 (GG B’ 356 03.02.2022) and again with Decision 187634/27.12.2022 (GG B’ 6716/2712.2022) and79305 ΕΞ

(GG B’ 3262/5 August 2020), all suppliers of gaming machines in Greece must be certified by the HGC in order to legally supply,

sell, lease, offer or distribute any VLT or virtual game or any other game of chance (i.e.

games including wagers or bets and the result

of which games depends, even partly, on the influence of luck).

2020/27.07.2020 (GG B’ 3262/05.08.2020, as corrected, and as amended & codified by 56580 ΕΞ 2022 (GG B’ 2166/04.05.2022),

all suppliers of gaming machines in Greece must be certified by the HGC in order to legally supply, sell, lease, offer or distribute

any VLT or virtual game or any other game of chance (i.e.

games including wagers or bets and the result of which games depends, even

partly, on the influence of luck).

Moreover, for Manufacturers which are defined under the aforesaid Decision 79305 ΕΞ 2020/27.07.2020

79305 as “the person or entity which manufactures (indicatively, studies, designs, assembles, produces, programs) and in any way

makes available to an Operator and/or Importer any Technical Means and Hardware, and has received a Suitability License by the HGC to

this end, as well as the person that holds a license for a Studio”, Decision 79305, provides in Article 9 for a Suitability License

provided a Manufacturers (type A.1 license) and in Article 10 to Importers/Distributors (type E1 and E2)Accordingly, manufacturers need

to obtain a Suitability License Type A1, while importers/distributors need to obtain a Suitability License Type E1 or E2.

as “the person or entity which manufactures (indicatively, studies, designs, assembles, produces, programs) and in any way makes

available to an Operator and/or Importer any Technical Means and Hardware, and has received a Suitability License by the HGC to this

end, as well as the person that holds a license for a Studio”, Decision 79305, provides in Article 9 for Manufacturers Type A1

or Type A2 license, depending on whether the manufacturer provides management services to the Operator and in Article 10 for Importers/Distributors

(Type E1 or Type E2 license).

Accordingly, manufacturers need to obtain a Suitability License Type A1 or A2, while importers/distributors

need to obtain a Suitability License Type E1 or E2.

regards online gaming, Articles 45 -52 of Law 4002/2011 (GG A’ 180/22.8.2011), which was recently amended by Law 4635/2019 (GG

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and b) a license for Other Online Games (it covers online casino games and online poker games and variants

Furthermore, Article 14 of the HGC’s Decision No 79835/05.08.2020 (GG B’ 3265/5.8.2020) states that all Manufacturers

have to submit an application to the HGC, accompanied by the required compliance certificates, for the following elements:

Platform (Betting Platform);

the Random Number Generator (RNG) per type/group of Games that the Manufacturer offer to each License

Furthermore, Article 14 of the HGC’s Decision 79835 ΕΞ 2020/24.07.2020 (GG B’ 3265/05.08.2020)as amended

by 56604 ΕΞ 2022 (GG B’ 2185/04.05.2022) and 67663 ΕΞ 2022 (GG B’ 2483/20.05.2022) states that all

Manufacturers have to submit an application to the HGC, accompanied by the required compliance certificates, for the following elements:

the Gaming Platform (Betting Platform);

the Random Number Generator (RNG) per type/group of Games that the Manufacturer offer

to each License Holder;

each individual game or multigame.

Lastly, Suitability Licenses for suppliers are also divided into two types:

a) Manufacturers

Suitability License and b) Importers/Distributors Suitability License (according to articles 9 and 10 of Decision No 79305/05.08.2020).

Accordingly, manufacturers need to obtain a Suitability License Type A1 or A2 (depending on whether the manufacturer provides management

services to the operator or not), while importers/distributors need to obtain a Suitability License Type E1 or E2.

Regulation and Changes in Ownership

a number of the jurisdictions in which we are subject to gaming regulations, regulators require us to keep them informed as to our ownership

structure and composition and, to varying extents and in various circumstances, require us to disclose certain information regarding

the persons who directly or indirectly hold our shares.

Depending on the regulator, we may need to provide such information not only

when we first seek licenses or certifications, but also when material changes (measured at different levels) occur in the ownership of

As a result, material changes in our shareholdings may be subject to special procedures or consents in order to ensure the

continuation and confirmation of our gaming licenses and certifications.

one or more gaming authorities were to find that an officer, director, or key employee fails to qualify or is unsuitable for licensing

or unsuitable to continue having a relationship with us, we would be required to sever all relationships with such person.

Gaming authorities

may also require us to terminate the employment of any person who refuses to file appropriate applications.

many jurisdictions, certain of our stockholders may be required to undergo a suitability investigation similar to that described above.

Many jurisdictions require any person who acquires beneficial ownership of more than a certain percentage of our voting securities, typically

5%, to report the acquisition to gaming authorities, and may be required to apply for qualification or a finding of suitability.

gaming authorities, however, allow an “institutional investor” to apply for a waiver.

continually invest in new product development in each of our Gaming, Virtual Sports, Interactive and Leisure business segments.

has a full stack game development structure, combining its proprietary technology frameworks together with some of the industry’s

best math, art, creative and production personnel spread across 3 game studios (Inspired, Astra and Bell Fruit).

We release over 100

games each year onto our own priority gaming system, Interactive Remote Gaming Server (“RGS”) and to our G2S clients around

the world in markets such as North America, UK, Brazil, Greece, Spain, Belgium, Italy, Sweden and more.

Whilst many of our game launches

are omni-channel, we have a focus on building the right game for the right market and take pride in tweaking modifying the math and themes

for the target player.

In Virtual Sports, we combine graphical assets betting market mathematics, proprietary scheduling software allowing

us to generate virtual sports markets and results for all our B2B customers.

In addition, our VPP (Virtuals Plug and Play) product range

leverages our award winning Virtuals assets, along with our RGS (remote gaming server) to produce our “Virtuals Sportsbook in a

box product”.

Lastly, Suitability Licenses for suppliers are also divided into

a) Manufacturers Suitability License and b) Importers/Distributors Suitability License (according to articles 9 and 10 of

Decision 79305 ΕΞ 2020/27.07.2020 as amended & codified by 56580 ΕΞ 2022 (GG B’ 2166/04.05.2022.

manufacturers need to obtain a Suitability License Type A1 or A2 (depending on whether the manufacturer provides management services

to the operator or not), while importers/distributors need to obtain a Suitability License Type E1 or E2.

Suitability and Key-Persons

business remains subject to extensive and evolving licensing, suitability, certification and regulatory approval requirements across

the jurisdictions in which we operate or supply technology.

These requirements apply not only to the Company and its subsidiaries, but

also to certain products and platforms, as well as to directors, officers, key employees, significant shareholders, beneficial owners

and other persons deemed by regulators to be “key persons,” “associated persons,” or “controlling persons.”

Gaming regulators in multiple jurisdictions have increased scrutiny of B2B technology suppliers, including enhanced

investigations into ownership structures, source of funds, financing arrangements, ultimate beneficial ownership, cross-border corporate

structures, and the suitability of investors and lenders.

Regulatory authorities have also broadened the interpretation of what constitutes

a “change of control” or “material change,” potentially capturing share repurchase programs, refinancings, board

changes, internal restructurings, or minority shareholdings that were not previously considered approval-triggering events.

ability to operate, expand into new markets, launch new products, complete acquisitions, refinance indebtedness or implement corporate

transactions may depend on obtaining, maintaining, renewing or transferring licenses, registrations, certifications or other regulatory

Regulatory authorities retain broad discretion in granting, conditioning, delaying, suspending or revoking approvals and

may impose additional operational, compliance, reporting, capital or governance obligations as a condition of licensure.

to obtain or maintain required approvals — whether due to evolving regulatory standards, enhanced suitability reviews, adverse

findings relating to key persons or shareholders, delays in approval processes, compliance deficiencies, customer-related regulatory

issues, or changes in law or regulatory policy — could result in fines, penalties, license suspension or revocation, limitations

on our ability to supply products in certain jurisdictions, contractual terminations, forced divestitures, required changes in management

or ownership, or reputational harm.

addition, regulators may require the removal or replacement of directors, officers, employees, shareholders or financing sources deemed

unsuitable, or may prohibit or unwind transactions involving changes in ownership or control.

Increased cross-jurisdictional regulatory

cooperation and information sharing may heighten the risk that issues arising in one jurisdiction could adversely impact our approvals

or operations in others.

Any such developments could materially and adversely affect our business, financial condition, results of operations

and growth strategy.

a number of jurisdictions, our stockholders may be required to undergo a suitability investigation similar to that described above.

jurisdictions require any person who acquires beneficial ownership of more than a certain percentage of our voting securities (typically

5%) to report the acquisition to relevant gaming authorities and may be required to apply for qualification or a finding of suitability.

A number of gaming authorities, however, also allow an “institutional investor” to apply for a waiver.

We continually

invest in new product development in each of our Gaming, Virtual Sports, Interactive and Leisure business segments.

Inspired has a full

stack game development structure, combining its proprietary technology frameworks together with some of the industry’s:

art, creative and production personnel spread across 3 game studios.

We release over 100 games variants each year onto our own priority

gaming system, Interactive Remote Gaming Server (“RGS”) and to our G2S clients around the world in markets such as North America,

UK, Brazil, Greece, Spain, Belgium, Italy, Sweden and more.

Whilst many of our game launches are omni-channel, we have a focus on building

the right game for the right market and take pride in tweaking modifying the math and themes for the target player.

Joining our slot and

tables games we have our award-winning Hybrid Dealer product.

Featuring innovative table and game show themes, utilizing a mixture of

CGI and real dealer footage to bring the player a live like experience.

Hybrid Dealer is currently live with tier 1 Interactive customers

in the US, UK, Canada and Brazil

In Virtual Sports, we

combine graphical assets betting market mathematics, proprietary scheduling and software allowing us to generate virtual sports

markets and results for all our B2B customers.

In addition, our VPP (Virtuals Plug and Play) product range leverages our award

winning Virtuals assets, along with our RGS (remote gaming server) to produce our “Virtuals Sportsbook in a box

VPP allows our customers to operate our Virtuals Sports products without their own sportsbook.

We account for our

development costs as software development costs, and these are typically amortized over a two-year period.

development costs as software development costs, and these are typically amortized over a two to four-year period.

principal supply arrangements concern the supply of our terminals, terminals components, content provision, license holders (branded

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customer base includes regulated operators of lotteries, licensed sports bookmakers, operators of licensed betting offices, gaming and

bingo halls, casinos, pubs, adult gaming centers, holiday parks and regulated online operators.

bingo halls, casinos, pubs, adult gaming centers and regulated online operators.

We typically implement design and content

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Contracts – Gaming

contracts in the Gaming segment involve supplying gaming terminals and licensing gaming software and games for use and operation in

conjunction with the terminals.

We supply the terminals on an exclusive or non-exclusive basis on a per customer or per location

Under these contracts, we have general obligations to deliver, install, upgrade and service the terminals and software.

contracts may be terminated early in various circumstances such as if we fail to meet performance targets in servicing the

some contracts, we receive an upfront fee for the provision of the terminals but more typically generate revenue as a percentage of income

generated on terminals.

With our participation-driven business model, approximately 94% of service revenue (excluding VAT related income)

for our Gaming segment is recurring in nature and derived under long-term contracts that are typically between three and five years (although

may be shorter for contract extensions).

Major contracts have been renewed over the past three (3) years.

contracts in the Gaming segment involve supplying gaming terminals and licensing gaming software and games for use and operation in conjunction

with the terminals.

We supply the terminals on an exclusive or non-exclusive basis on a per customer or per location basis.

contracts, we have general obligations to deliver, install, upgrade and service the terminals and software.

The contracts may be terminated

early in various circumstances such as if we fail to meet performance targets in servicing the machines.

some contracts, we receive an upfront fee for the provision of the terminals, we may supply them on a finance lease basis and we may

also generate revenue as a percentage of income generated on terminals.

With our participation-driven business model, approximately

94% of service revenue for our Gaming segment is recurring in nature and derived under long-term

contracts that are typically between three and five years (although may be shorter for contract extensions).

Major contracts have

been renewed over the past three (3) years and we have also onboarded new customers.

Contracts – Virtual Sports

contracts in the Virtual Sports segment typically involve the supply of licenses to operators to make available, either via online

or retail channels, virtual sporting events such as horse racing, soccer, football, darts, cricket, or basketball, and to enable

end-users to place bets on these events.

contracts in the Virtual Sports segment typically involve the supply of licenses to operators to make available, either via online or

retail channels, virtual sporting events such as horse racing, soccer, football, darts, cricket, or basketball, and to enable end-users

to place bets on these events.

These are typically one-time non-exclusive licenses specific to the virtual sporting event.

We may agree to customize and brand the virtual sporting events for the operator or to provide language variations of the event.

contracts may be terminated early in various circumstances, including, for example, if the operator fails to pay an invoice within

60 days of receipt.

Virtual Sports products are typically offered to operators on a participation basis, whereby we receive a royalty for a portion of

the gaming revenue generated, plus an upfront software license fee and a hosting fee.

With our participation-driven business model,

our Virtual Sports segment produces approximately 99% of total revenue on a recurring basis under long-term contracts that average

three to four years when entered into and we have historically had a 100% renewal rate over the last three years for contracts that

to customize and brand the virtual sporting events for the operator or to provide language variations of the event.

The contracts may

be terminated early in various circumstances, including, for example, if the operator fails to pay an invoice within 60 days of receipt.

Virtual Sports products are typically offered to operators on a participation basis, whereby we receive a royalty for a portion of the

gaming revenue generated, plus an upfront software license fee and a hosting fee.

With our participation-driven business model, our Virtual

Sports segment produces approximately 99% of total revenue on a recurring basis under long-term contracts that average three to four

years when entered into and we have historically had a 100% renewal rate over the last three years for contracts that expired.

Contracts – Interactive

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of revenue for our Interactive segment is recurring in nature and derived under long-term contracts that averaged three years.

the last three years, we have renewed approximately 100% of these contracts for those customers that have continued to trade.

last three years, we have renewed approximately 100% of these contracts for those customers that have continued to trade.

Contracts – Leisure

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we rent unit space in motorway service areas and populate this space with our gaming terminals.

on the contract type, we have general obligations to deliver, install, upgrade and service the terminals and software provided, to acquire

licensing for the various prizes and toys, which may be used in the terminals, to keep the premises open for minimum operating hours

and not to use the premises for certain business.

These contracts may be terminated early in various circumstances, including for material

breach or insolvency events.

on the contract type, we have general obligations to deliver, install, upgrade and service the terminals and software provided.

contracts may be terminated early in various circumstances, including for material breach or insolvency events.

our leisure contracts, we typically generate revenue on a participation-basis by participating, typically as a function of gross revenue

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Over the last three years, within the Leisure segment we have successfully renewed or extended

the majority of major contracts that have expired.

some major contracts.

and Employees

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of December 31, 2025, we had approximately 1,020 employees, approximately 920 of whom were full-time.

Of those employees,

approximately 470 were dedicated to delivering our digital gaming platforms, content and hardware and approximately 920 of our

employees were involved in UK field operations.

Our management, sales and administration teams accounted for approximately 240

Of those employees, approximately

470 were dedicated to delivering our digital gaming platforms, content and hardware and approximately 380 of our employees were involved

in UK field operations.

Our management, sales and administration teams accounted for approximately 180 employees.

intellectual property consists principally of the propriety software we develop to operate our network and, in the design, and distribution

of our games.

We depend upon agreements relating to trade secrets and proprietary know-how to protect our rights in this intellectual

We require all our employees, contractors and other collaborators to enter into agreements that prohibit the disclosure of

our confidential information to other parties.

In addition, it is our policy to require our employees, contractors and other collaborators

who have access to proprietary and trade secret material to enter into agreements that require them to assign any and all intellectual

property rights to us that arise as a result of their work on our behalf.

We also require our employees to review and acknowledge our

intellectual property policies regarding how we handle intellectual property.

These agreements, acknowledgements and policies may not

provide adequate protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use or

disclosure in violation of these agreements, and may not be sufficient to secure for us the value in such developments that they are

designed to secure.

also hold certain patents, trademarks, design rights and other intellectual property rights in respect of our products, systems, web

domains, and other intellectual property in Brazil, Canada, the U.S.

As of December 31, 2024, we held

approximately 25 patents and approximately 300 trademarks worldwide.

We also rely on certain products and technologies that we

license from third parties.

Proprietary licenses typically limit our use of intellectual property to specific uses and for specific

time periods.

We depend upon agreements relating to trade secrets, confidential information and proprietary know-how to protect our rights

in this intellectual property.

We require all our employees, contractors and other collaborators to enter into agreements that prohibit

the disclosure of our confidential information to other parties.

In addition, it is our policy to require our employees, contractors

and other collaborators who have access to proprietary and trade secret material to enter into agreements that require them to assign

any and all intellectual property rights to us that arise as a result of their work on our behalf.

We also require our employees to review

and acknowledge our intellectual property policies regarding how we handle intellectual property.

These agreements, acknowledgements

and policies may not provide adequate protection for our trade secrets, know-how or other proprietary information in the event of any

unauthorized use or disclosure in violation of these agreements, and may not be sufficient to secure for us the value in such developments

that they are designed to secure.

also hold certain patents, trademarks, design rights and other intellectual property rights in respect of our game mechanics, products,

systems, web domains, and other intellectual property in Brazil, Canada, the U.S.

As of December 31, 2025, we held approximately

25 patents and approximately 390 trademarks worldwide.

We also rely on certain products and technologies that we license from third parties.

Proprietary licenses typically limit our use of intellectual property to specific uses and for specific time periods.

terms of our intellectual property registrations vary based on the type of registration and the date and jurisdiction of filing or grant.

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We face competition from a number of worldwide

businesses, many of which have substantially greater financial resources and operating scale than we do.

businesses, many of which have substantially greater financial resources and operating scale.

Such competition could adversely

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business