What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-03-10 compared with 2025-03-26 · 369 added, 311 removed, 655 unchanged (51% of the section changed)

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due to both supply and demand factors.

Player activity for our holiday parks is generally higher in the second and third quarters of

Player activity for the holiday parks is generally higher in the second and third quarters of

the year, particularly during the summer months and slower during the first and fourth quarters of the year.

Following the sale of the holiday parks business this will no longer apply in future years.

generate revenue in four principal ways:

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The remainder

of our revenue is derived from, and non-current assets attributable to, Greece and the rest of the world (including North America).

of our revenue is derived from, and non-current assets attributable to, Greece and the rest of the world.

the twelve-months ended December 31, 2025, we derived approximately 69% of our revenue from the UK (including customers headquartered

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revenue is generated globally), 7% from Greece, and the remaining 20% across the rest of the world.

The UK percentage was impacted by

specific Hardware sales, which generally result in a lower margin (“Low Margin sales”), this increased UK revenue for the

twelve-month period by 13%.

of December 31, 2025, our non-current assets (excluding goodwill) were attributable as follows:

80% to the UK, 7% to Greece and 13% across

the rest of the world.

72% to the UK, 15% to Greece and 13%

across the rest of the world.

As of December 31, 2024, our non-current assets (excluding goodwill) were attributable as follows:

UK, 12% to Greece and 18% across the rest of the world.

75% to the UK, 8% to Greece and 17% across the rest of the world.

results are affected by changes in foreign currency exchange rates as a result of the translation of foreign functional currencies into

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Other Comprehensive Income.

the twelve-months ended December 31, 2024, we derived approximately 27% of our revenue from sales to customers outside the UK, compared

to 22% during the twelve months ended December 31, 2023.

the section “Results of Operations” below, currency impacts shown have been calculated as the current-period average GBP:USD

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indicator (“KPI”) analysis.

discussion and analysis of the Company’s consolidated results of operation and results of operations for each of the Company’s

segments for the twelve-month period ended December 31, 2023, compared to the same period in 2022, can be found in “Management’s

Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Form 10-K for the fiscal year

ended December 31, 2023 filed with the SEC on April 15, 2024.

There were no significant changes in the trends, discussions and analyses

included therein.

the discussion and analysis below, certain data may vary from the amounts presented in our consolidated financial statements due to rounding.

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segment results are on a functional currency (at constant rate) basis, which excludes the impact of any changes in foreign currency exchange

the twelve-month period ended December 31, 2024 in the Gaming segment, William Hill committed to leasing 5,000 new Vantage® terminals.

Deployment of these new terminals began in the fourth quarter of 2024, with expected completion in the first half of 2025.

OPAP in Greece

ordered 4,000 new VLT’s, with an expected delivery of 2,400 machines in the first half of 2025, with the balance of 1,600 machines

in the fourth quarter of 2025.

We also successfully delivered 720 Valor terminals to Western Canada Lottery Corporation (“WCLC”).

the twelve-month period ended December 31, 2024 the Virtual Sports segment established partnerships with key sporting organizations,

including the NBA, NFL and NHL.

These collaborations have enabled the creation of unique products featuring official players and teams

from these leagues.

the twelve-month period ended December 31, 2024 the Interactive segment went live with 41 new operators, including Winmasters, Midnite,

Favbet, OLG and bet365 in New Jersey.

The total number of customers at the end of the period increased by 26 due to the closure of several

smaller-scale customers.

In addition, Inspired licensed its remote gaming server (“RGS”) to an operator customer, allowing

the customer to host its own instance of the most recent version of our RGS.

Inspired also launched Hybrid Dealer, a US-patented online

product category that offers players casino and gameshow content.

the twelve-month period ended December 31, 2024 we joined the Scientific Games Content Hub Partner Program, the global lottery industry’s

premier content delivery platform, enabling Inspired to distribute Virtual Sports products to Scientific Games iLottery customers around

the twelve-month period ended December 31, 2024, as part of a strategic reorganization, Inspired exited its lease at the in-house manufacturing

facility in Bridgend, Wales.

This has enabled us to outsource our manufacturing to our new long-term manufacturing partner Trio, in order

to optimize our cost structure and enhance production efficiency.

also announced the engagement of Tunley Environmental to conduct a thorough business carbon assessment, with the goal of reducing the

company’s carbon footprint aligning with the Company’s commitment to reduce its environmental footprint as required by UK laws and regulations.

agreements made in the twelve-month period ended December 31, 2024 include a new contract with Kambi Group to integrate Inspired Virtual

Sports products into the Kambi sportsbook platform.

In addition, in the Leisure segment Inspired won a new multi-year contract with Parkdean

Resorts for the sole supply of amusement and gaming machines to their holiday park estate of 64 sites nationwide in the UK and a new

multi-year contract with Away Resorts for sole supply to 19 sites nationwide in the UK.

the Gaming segment, during the twelve-month period ended December 31, 2025, we completed the installation of the order placed in 2024

for 5,000 new Vantage® terminals to William Hill venues.

In the Greek market 4,000 new VLT terminals were delivered to OPAP completing

the order placed in the fourth quarter of 2024.

In the Canadian market, 58 new Valor CS terminals were ordered and delivered to Alberta

Gaming, Liquor and Cannabis (“AGLC”).

1,304 machines were sold in the UK market to customers including Bob Rudd, Essex Leisure,

Regal Ltd and other independent market customers.

the second quarter of the twelve-month period ended December 31, 2025, the Virtual Sports segment launched a new partnership with global

aggregation leader Aristocrat Interactive.

Through this collaboration Inspired has gone live with the Virginia Lottery, delivering a

comprehensive suite of scheduled Virtual Sports games under the Inspired V-Lottery™ brand.

Inspired also extended its long-term

partnership with William Hill in the third quarter of the twelve-month period ended December 31, 2025, introducing an enhanced Virtual

Sports experience and upgraded retail rollout.

As part of the contract extension, Inspired will deliver a comprehensive upgrade to William

Hill’s Virtual Sports offering across its UK retail estate.

the twelve-month period ended December 31, 2025, the total number of customers in the Interactive segment increased by 32 customers,

inclusive of attrition among several smaller customers.

In addition, Inspired also expanded its Hybrid Dealer content footprint in

North America through the Caesars Palace Wheel of Wins rollout to Michigan and Ontario, following its successful launch in New

the Leisure segment, during the second half of the twelve-month period ended December 31, 2025, Inspired transitioned a number of pub

customers to a new operating model by refocusing on content and machine supply.

On November 7, 2025 Inspired completed the sale of its

UK holiday parks business and certain associated leisure assets (“Genda Playnation Entertainment Ltd”, previously registered

as “Indigo Newco Limited”).

As part of the agreement, Inspired will provide gaming and content platform services, on a recurring

revenue basis to Genda Playnation Entertainment Ltd.

Company further considered ASC 205-20 and whether or not the disposal represented a strategic shift that would have a major effect on

the Company’s operations and financial results.

An assessment was made from both a quantitative and qualitative perspective and

the Company concluded that the disposal did not represent a strategic shift.

As such, the Company did not present the sale as discontinued

While the business previously conducted by Indigo NewCo Limited (now Genda Playnation Entertainment Limited) and

consisting of the UK B2C leisure business (holiday parks operations, the MSA Extra Operation the bowling centers, cinemas and other family

entertainment center operations and the Pet Tags operation) represented as at September 30, 2025, approximately 17% of Group revenue and

8% of Group EBITDA, it generated zero free cashflow as a result of capital reinvestment.

The business described was primarily associated

with children’s amusement machines, which is contrary to the Company’s strategy of developing digital gaming for adults.

on management’s conclusion that the sale of this business represents a non-core part of the Company’s strategy, in addition

to the Financial Accounting Standards Board’s use of the word “major” in ASC 205-20-45-1C suggesting a relatively high

bar for a disposal to be considered a strategic shift on a quantitative basis, our analysis of both qualitative and quantitative factors

determined that the sale did not meet the definition of a strategic shift that would have a major effect on the operations or financial

results of the Company.

June 9, 2025 Inspired announced the completion of a private placement by its subsidiary of £270.0 million aggregate principal amount

of senior secured notes due 2030 (the “2030 Senior Secured Notes”).

In connection with the placement, certain of its subsidiaries

also entered into a new £17.8 million revolving credit facility (the “Revolving Credit Facility”), which replaced its

previous revolving credit facility.

The revolving credit facility was undrawn at December 31, 2025.

November 12, 2025, the Company entered into two interest swaps with Macquarie Bank Limited designed to protect the Company against adverse

fluctuations in interest rates by reducing its exposure to variability in cash flows on the current floating rate debt facilities.

swaps are effective from December 9, 2025, until maturity on December 9, 2027.

the twelve-month period ended December 31, 2025, management identified the non-renewal of two significant customer contracts within

the pub sector as a potential indicator of impairment for the All-Other Leisure asset group (comprised of Pubs, MSA and Bingo)

within the Leisure segment under the long-lived asset guidance in U.S.

The two contracts collectively represented

approximately 33% and 24% of the “All Other Leisure” asset groups total revenue and EBITDA during the year ended

December 31, 2024.

As a result of the identified triggering event, management performed a recoverability test for the affected asset

group as of August 1, 2025.

Based on this analysis, the undiscounted estimated future cash flows exceeded the carrying amount of the

therefore, no impairment charge was recorded.

Management will continue to monitor the segment’s performance and

customer’s relationships for potential future indicators of impairment.

the twelve-month period ended December 31, 2025, management identified the reduction in trading levels within the Virtual Sports reporting

(as a potential indicator of impairment for the asset group under ASC 350).

This was driven by materially lower volumes from a key customer

and growth in Brazil not meeting forecast expectations, due to the introduction of a gaming tax in January 2025 which reduced the revenue

levels and caused delay in market expansion.

As a result of a triggering event, management performed a quantitative goodwill impairment

test for the Virtual Sports reporting unit as of December 1, 2025.

Based on this analysis management concluded that the estimated fair

value of the Virtual Sports reporting unit exceeded its carrying value and, accordingly, no goodwill impairment was identified or recorded.

Management will continue to monitor the segment’s performance for future potential indicators of impairment.

agreements signed in the twelve-month period ended December 31, 2025, include a five-year contract with Buzz Bingo, a five-year contract

with MOTO and a five-year contract with Welcome Break all for the provision of gaming machines in the Leisure segment.

Inspired also

signed an extension to the Chisholm Bookmakers contract for four years, a new customer contract for JenningsBet for five years for the

provision and installation of 591 Vantage terminals, and a new customer contract for Corbett Bookmakers for four years for the provision

and installation of 148 flex terminals, all of which are in the Gaming segment.

Company Results

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Depreciation and amortization

Loss on sale of business

Other selling, general and administrative expenses

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Total other income (expense), net

Net Income from continuing operations before income taxes

Net (Loss)/Income from continuing operations before income taxes

Income tax income (expense)

Net (Loss)/Income

Exchange Rate - $ to £

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individual segment results of operations.

(for the twelve-months ended December 31, 2024, compared to the twelve-months ended December 31, 2023)

(for the twelve-month period ended December 31, 2025, compared to the twelve-month period ended December 31, 2024)

Reported Revenue by Segment

were no Low Margin-related sales for the twelve-month period ended December 31, 2024.

For the twelve-month period ended December

31, 2023 Low Margin-related revenue was $30.6 million.

the twelve-month period ended December 31, 2025, revenue on a functional currency (at constant rate) basis decreased by $3.1 million,

the twelve-month period ended December 31, 2024 Gaming revenue declined by $34.0 million, predominantly due to a decrease in product

sales of $27.1 million, as the prior year period contained $30.6 million of Low Margin sales compared to no Low Margin sales in the

current period.

Gaming service revenue decreased by $6.9 million, predominantly due to declines in mainland Europe and Greece.

Virtual Sports declined by $12.0 million, with $10.9 million of the reduction coming from online sales, while Interactive grew by $10.6

million due to growth driven in the UK and North American markets.

Leisure revenue grew by $3.0 million predominantly due to growth

in the Holiday Parks and Pubs sectors.

or 1% compared to the twelve-month period ended December 31, 2024.

the twelve-month period ended December 31, 2025, compared to the twelve-month period ended December 31, 2024, Gaming revenue

declined by $2.2 million, Gaming product revenue declined by $13.5 million due to a decrease in the North America markets as

product sales do not typically follow a linear year-over-year trend, partially offset by an increase in Gaming service revenue of

$11.3 million predominantly due to the UK and mainland Europe markets.

Virtual Sports revenue decreased by $9.9 million due to a

decrease in Online revenue.

Interactive revenue increased by $17.3 million, driven by revenue growth in the UK, mainland Europe and

North America;

and Leisure revenue decreased by $8.5 million as service revenue decreased by $7.8 million and product revenue

decreased by $0.7 million.

Decreases in Leisure are predominantly from Pubs (operator business model change), Extra MSA and Holiday

Parks (sale of UK holiday parks business and certain associated leisure assets).

of Sales, excluding depreciation and amortization

of sales, excluding depreciation and amortization, for the twelve-month period ended December 31, 2024, decreased by $38.6 million, or

This was driven by a decrease in cost of service of $6.7 million and a $31.9 million decrease in cost of product, predominantly

driven by the decrease in low margin product sales.

of sales, excluding depreciation and amortization, for the twelve-month period ended December 31, 2025, compared to the twelve-month

period ended December 31, 2024, decreased by $8.6 million, or 9%, driven by a $6.3 million decrease in cost of product as a result of

lower product sales, and a decrease in cost of service of $2.3 million predominantly driven by the Pubs operator business model change

and sale of UK holiday parks business and certain associated leisure assets.

Staff-related

selling, general and administrative expenses

Staff-related

selling, general and administrative expenses for the twelve-month period ended December 31, 2025, increased by $2.1 million, or 3% compared

to the twelve-month period ended December 31, 2024, predominantly related to performance based short term incentive expenses.

related selling, general and administrative expenses

related selling, general and administrative expenses for the twelve-month period ended December 31, 2024 increased by $5.4 million, or

The increase in the twelve-month period was predominantly driven by increases in storage and distribution of $1.6 million, IT of

$1.1 million, facility costs of $1.0 million, and audit and accountancy costs of $1.1 million.

the twelve-month period ended December 31, 2024, the Company recorded expenses of $7.6 million, compared to expenses of $11.2 million,

for the twelve-month period ended December 31, 2023.

All expenses related to outstanding awards, but the twelve-months ended December

31, 2023, included $0.4 million of shares that fully vested on the date of grant.

related selling, general and administrative expenses for the twelve-month period ended December 31, 2025, decreased by $2.6 million,

or 5% compared with the twelve-month period ended December 31, 2024, mainly driven by a favorable realized gain on foreign currency movement,

and reductions on facilities and storage from cost saving initiatives.

the twelve-month period ended December 31, 2025, the Company recorded stock-based compensation expenses of $6.7 million, compared to

stock-based compensation expenses of $7.6 million for the twelve-month period ended December 31, 2024.

All expenses related to outstanding

and amortization

and amortization for the twelve-month period ended December 31, 2024, increased by $2.6 million, driven mainly by increases in Virtuals

of $2.1 million and Interactive of $1.7 million for increased software development and intangible assets, and Leisure of $0.9 million

for increase of machine assets, offset by reductions in Gaming of $2.2 million as machine assets reach full depreciation.

selling, general and administrative expenses

selling, general and administrative expenses for the twelve-month period ended December 31, 2024 increased by $8.5 million, or 89%.

increase in the twelve-month period was driven primarily by the costs of the restatement of previously issued financial statements and

costs relating to restructuring costs.

and amortization for the twelve-month period ended December 31, 2025, increased by $6.5 million compared to the twelve-month period ended

December 31, 2024.

This was predominantly driven by an increase in Gaming of $6.2 million mainly related to gaming machine additions.

operating income

the twelve-month period ended December 31, 2024, net operating income was $30.7 million, a decrease of $8.8 million, compared to the

prior year period.

This decrease was primarily driven by the increase in non-staff related selling, general and administrative expenses,

depreciation and amortization, along with other selling general and administrative expenses, partially offset by an increase in gross

margin and reduction in stock-based compensation.

the twelve-month period ended December 31, 2024, net income was $64.8 million, compared to net income of $6.9 million in the prior

The increase was primarily driven by an increase of income tax income of $67.3 million, due to the

reversal of the majority of the company’s valuation allowance on its deferred tax

assets , partially offset by the

decrease in net operating income and increases in interest expense and income tax expense.

The Company has not recognized deferred tax liabilities in respect of unremitted earnings that are considered indefinitely

reinvested in foreign subsidiaries.

We do not provide for taxes on our undistributed earnings of foreign subsidiaries that have not been

previously taxed because we intend to invest such undistributed earnings indefinitely outside of the United States.

the twelve-month period ended December 31, 2025, net operating income was $30.5 million, an decrease of $0.4 million compared to the

twelve-month period ended December 31, 2024.

This was predominantly due to higher service revenue, lower cost of sales, offset by loss on sale of business.

(Loss)/Income

the twelve-month period ended December 31, 2025, net loss was $17.0 million, compared to net income of $64.8 million in the twelve-month

period ended December 31, 2024.

The decrease was primarily driven by an increase of income tax expense of $74.1 million, as the twelve-month

period ended December 31, 2024, included a reversal of the majority of the company’s valuation allowance on its deferred tax assets,

partially offset by the decrease in net operating income and increases in interest expense and income tax expense.

Company maintains a valuation allowance related to capital loss carryovers in the United Kingdom, state net operating losses unable to

be utilized in the United States, and United States interest expected to be limited under Section 163(j).

Results ( for the twelve months ended December 31, 2025, compared to the twelve months ended December 31, 2024)

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This does not include Service Only terminals.

is derived from the performance of the installed base as described by the Gross and Net Win KPIs.

is derived from the performance of the installed base as described by Gross and Net Win KPIs.

the End of Period Installed Base is materially different from the Average Installed Base (described below), we believe this gives an

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Gaming Recurring Revenue as a % of Total Gaming Revenue

Total Gaming revenue excluding Low Margin Sales

Gaming Recurring Revenue as a % of Total Gaming Revenue (excluding Low Margin Sales) *

not reflect Low Margin-related revenue.

Gaming Revenue for the twelve-month period ended December 31, 2024 includes no Low Margin sales.

Total Gaming Revenue for the twelve-month

period ended December 31, 2023 includes £24.3 million of Low Margin sales.

the table above:

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Results of Operations

the Twelve-Month

31, 2024 vs December 31, 2023

For the Twelve-Month

December 31, 2025 vs December 31, 2024

(In $ millions)

December 31, 2025

December 31, 2024

on a Functional

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Cost of Service

Cost of Product

Total cost of sales

Staff-related selling, general and administrative expenses

Non-staff related selling, general and administrative

Non-staff related selling, general and administrative expenses

Labor costs capitalized

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Depreciation and amortization

Other selling, general

and administrative expenses

Other selling, general and administrative expenses

Net operating Income

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any changes in foreign currency exchange rates.

the twelve-month period ended December 31, 2024, Gaming revenue decreased by $34.0 million, or 24%.

This was driven by a $6.9 million

decrease in Service revenue and $27.1 million decrease in Product revenue.

decrease in Gaming Service revenue was driven by a $3.8 million decline in Greece, predominantly due to the reduction in Gross Win

per day and expiry of historical amortized license revenues, and $3.4 million in the UK market inclusive of shop closures in UK

Licensed Betting Offices (“LBO”), which was mostly offset by growth in Other UK of $1.8 million driven by one-off license

Product revenue decrease was primarily driven by lower Product sales of $27.1 million, as the prior year period contained $30.6 million

of Low Margin sales.

This was partially offset by $12.8 million in revenue growth in North America.

the twelve-month period ended December 31, 2025, Gaming revenue decreased by $2.2 million, or 2% compared to the twelve-month period

ended December 31, 2024.

This was driven by $13.5 million decrease in Product revenue, partially offset by an increase of $11.3 million

increase in Service revenue.

Product revenue decrease, for the twelve-month period ended December 31, 2025, compared to the twelve-month period ended December 31,

2024, was primarily driven by North America, with the prior year containing higher volumes of hardware sales which tend to be more variable

increase in Gaming Service revenue, during the twelve-month period ended December 31, 2025, compared to the twelve-month period ended

December 31, 2024, was primarily driven by a $11.9 million increase from the UK markets.

This was predominantly due to the William Hill

Vantage® terminal deployment partially offset by declines in the rest of the world.

Operating / Net Income

income for the twelve-month period ended December 31, 2024 increased by $0.9 million.

The increase was primarily due to an increase in

gross margin of $2.2 million (as the $34.0 million revenue decrease was offset by a $36.2 million decrease in total costs of sales primarily

driven by the decrease in Low Margin sales in the current period) and a decrease in depreciation and amortization of $2.3 million due

to the full depreciation of machine assets, partially offset by an increase in non-staff related selling, general and administrative

expenses of $0.8 million driven by lower overhead recoveries of $0.8 million,

and an increase in other selling, general and administrative expenses costs of $3.6 million relating to restructuring costs for the closure

of the Bridgend manufacturing facility.

income for the twelve-month period ended December 31, 2025, increased by $2.8 million, compared to the twelve-month period ended December

This increase was primarily due to higher service revenue and a decrease in cost of sales.

Staff-related selling, general and

administrative expenses reduced driven by the closure of the Bridgend manufacturing facility in 2025 partially offset by an increase

in Depreciation and amortization relating to gaming machine additions.

generate revenue from our Virtual Sports segment through our on-premise licensing solution and hosting of our products.

receive fees on a participation basis.

Our participation contracts are typically structured to pay us a percentage of net win (defined

as net revenue to our operator customers, after deducting player winnings, free bets or plays and other promotional costs and any relevant

regulatory levies) from Virtual Sports content placed on our customers’ websites or in our customers’ facilities.

we recognize revenue from these arrangements on a daily basis over the term of the contract.

Our participation contracts are typically structured to pay us a percentage of net win

(defined as net revenue to our operator customers, after deducting player winnings, free bets or plays and other promotional costs

and any relevant regulatory levies) from Virtual Sports content placed on our customers’ websites or

in our customers’ facilities.

Typically, we recognize revenue from these arrangements on a daily basis over the term of the

growth for our Virtual Sports segment is principally driven by the number of customers we have, the net win performance of the games

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Sports revenue

the twelve-month period ended December 31, 2024 revenue decreased by $12.0 million, or 21% driven by a major customer optimizing its

customer base.

Sports operating income

the twelve-month period ended December 31, 2024, net operating income decreased by $14.5 million.

These declines were primarily due to

the decrease in gross margin of $12.3 million, an increase in non-staff related selling, general and administrative expenses of $0.2

million predominantly driven by higher external consultant and recruitment costs, and an increase in depreciation and amortization of

$2.2 million for increased software development and intangible assets.

generate revenue from our Interactive segment through various gaming content made available via third-party aggregation platforms integrated

with our remote gaming server or directly on the Company’s remote gaming server platform, and services such as customer

support, platform maintenance, updates and upgrades.

the twelve-month period ended December 31, 2025, revenue decreased by $9.9 million, or 22% compared to the twelve-month period ended

December 31, 2024, primarily driven by regulation in the Brazilian market, introduction of new levies and lower revenue from a key

Sports net operating income

the twelve-month period ended December 31, 2025, net operating income decreased by $11.9 million compared to the twelve-month period

ended December 31, 2024, primarily due to the decreases in revenues and increases in depreciation and amortization of $2.0 million.

generate revenue from our Interactive segment through various gaming content made available via third-party aggregation platforms

integrated with our remote gaming server or directly on the Company’s remote gaming server platform, and services such as

customer support, platform maintenance, updates and upgrades.

Typically, we receive fees on a participation basis.

participation contracts are usually structured to pay us a percentage of net win (defined as net revenue to our operator customers, after

deducting player winnings, free bets or plays and other promotional costs and any relevant regulatory levies) from Interactive content

placed on our customers’ websites.

Typically, we recognize revenue from these arrangements on a daily basis over the term of the

Our participation

contracts are usually structured to pay us a percentage of net win (defined as net revenue to our operator customers, after

deducting player winnings, free bets or plays and other promotional costs and any relevant local gaming taxes and/or regulatory

levies) from Interactive content placed on our customers’ websites.

Typically, we recognize revenue from these arrangements on

a daily basis over the term of the contract.

growth for our Interactive segment is principally driven by the number of customers we have, the number of live games, the net win performance

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of Games available” represents the number of games that

are available for operators to deploy at the end of the period (including inactive legacy games still available in inactive new games

are available for operators to deploy at the end of the period (including inactive legacy games still available and inactive new games

that are available but have not yet gone live with any operators) and the average number of games that are available for operators to

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of any changes in foreign currency exchange rates.

the twelve-month period ended December 31, 2024 revenue increased by $10.6 million, or 38%, driven by recurring revenue growth in the

UK, North America and mainland Europe due to the launch of new content across the estate and increased promotional activity through exclusive

deals with tier-one customers.

operating income

income for the twelve-month period ended December 31, 2024 increased by $8.6 million.

This increase was driven by the increase in gross

margin, partially offset by increases in staff related selling, general and administrative expenses of $0.3 million driven by annual

salary increases and additional headcount, non-staff related selling, general and administrative expenses of $0.3 million predominantly

due to increased IT network costs supporting revenues, and depreciation and amortization of $1.7 million for increased software development

and intangible assets.

the twelve-month period ended December 31, 2025, revenue increased by $17.3 million, or 44% compared to the twelve-month period ended

December 31, 2024, primarily driven by revenue growth in the UK, North America and mainland Europe.

net operating income

operating income for the twelve-month period ended December 31, 2025, increased by $13.8 million, or 70% compared to the twelve-month

period ended December 31, 2024, driven by the increase in revenue, partially offset by increases in cost of service of $1.2 million and

Staff-related and Non-staff related selling, general and administrative expenses of $3.3 million.

typically generate revenue from our Leisure segment through the supply of our gaming and amusement machines.

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We generally recognize revenue from these arrangements on a daily basis over the term of the contract.

growth for our Leisure segment is principally driven by the number of customers we have, the number of machines in operation, the net

win performance of the machines and the net win percentage that we receive pursuant to our contracts with our customers.

for our Leisure segment is principally driven by the number of customers we have, the number of machines in operation, the net win performance

of the machines and the net win percentage that we receive pursuant to our contracts with our customers.

Key Performance Indicators

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Depreciation and amortization

Loss on sale of business

Other selling, general and administrative expenses

Net Operating Income

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any changes in foreign currency exchange rates.

the twelve-month period ended December 31, 2024 revenue increased by $3.0 million, or 3%.

The increases were primarily due to increased

service revenue of $2.6 million, primarily driven by the increase in Holiday Parks of $1.4 million due to new locations and higher bookings

and Pubs of $1.0 million due to the roll out of Vantage machines throughout the current period.

Operating Income

income for the twelve-month period ended December 31, 2024 increased by $2.9 million.

This was primarily due to the increase in gross

margin, partially offset by increases in non-staff related selling, general and administrative expenses of $1.4 million which mainly

relates to increases in fleet expenses for increased vehicle leases, facility expenses due to increased rates and, storage and distribution

costs for transporting machines around the business.

the twelve-month period ended December 31, 2025, revenue decreased by $8.5 million, or 8% compared to the twelve-month period ended

December 31, 2024, predominantly from a decrease in pubs revenue of $5.5 million due to pub operator business model restructuring

and a decrease in Extra MSA and holiday parks revenue of $3.6 million due to the sale of UK holiday parks business and certain

associated leisure assets.

Net Operating Income

income for the twelve-month period ended December 31, 2025, decreased by $8.9 million compared to the twelve-month period ended December

This was predominantly driven by the pub operator business model restructuring, Extra MSA and the sale of UK holiday parks

business and certain associated leisure assets.

Financial Measures

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the value of earnout liabilities and income and expenditure in relation to legacy portions of the business (being those portions where

trading no longer occurs) including closed defined benefit pension schemes.

trading no longer occurs) including closed defined benefit pension plans.

Additional adjustments are made for items considered outside

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amortization, interest expense, and income tax benefit (expense), are evaluated separately by management.

Revenue (Revenue Excluding Low Margin Gaming Hardware Sales) is defined as revenue excluding Gaming hardware sales that are sold

at Low Margin with the intention of securing longer term recurring revenue streams.

Currency at Constant rate.

Currency impacts discussed have been calculated as the current-period average GBP:

USD rate less the

Currency impacts discussed have been calculated as the current-period average GBP:USD rate less the

equivalent average rate in the prior period, multiplied by the current period amount in our functional currency (GBP).

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Depreciation and amortization

Loss on sale of business (6)

Loss on sale of business

Interest expense net (4)

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Exchange Rate - $ to £ (5)

Certain unallocated corporate function costs have not been allocated to the Company’s reportable operating segments because these

costs are not allocable and to do so would not be practical;

Certain corporate function costs have not been allocated to the Company’s reportable operating segments because to do so would

not be practical;

these are shown in the Corporate category.

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charges” are profit and loss charges included within selling, general and administrative expenses, relating to a defined benefit

scheme which was closed to new entrants in 1999 and to future accrual in 2010.

plan which was closed to new entrants in 1999 and to future accrual in 2010.

As well as the amortization of net loss, the figure

also includes charges relating to the Pension Protection Fund (which were historically borne by the pension scheme) and a small amount

also includes charges relating to the Pension Protection Fund (which were historically borne by the pension plan) and a small amount

of associated professional services expenses.

These costs are included within Corporate Functions.

of Group Restructure” include redundancy costs, payment in lieu of notice costs and any associated employer taxes.

as an adjusting item, costs must be part of a large restructuring project, which will net save ongoing future costs or be in

relation to the exit of an Executive.

of Group Restatement” includes accounting advice associated with the restatement of the 2020, 2021 and 2022 annual accounts

and Q1 and Q2 2023 quarterly accounts.

It also includes ongoing costs in 2024 relating to the SEC inquiry that was subsequently concluded in January 2025.

To qualify as

an adjusting item, costs must be specific to the event and be neither normal nor recurring in nature.

of Group Restructure” includes redundancy costs, Payment In Lieu of Notice costs and any associated employer taxes.

as an adjusting item, costs must be part of a large restructuring project, which will net save ongoing future costs or be in relation

to the exit of an Executive.

of Group Restatement” includes accounting advice and other related costs associated with the restatement of financial statements.

It also includes ongoing costs relating to the SEC inquiry that was concluded in January 2025.

To qualify as an adjusting item, costs

must be specific to the event and be neither normal nor recurring in nature.

compensation expense, Depreciation and amortization, Total other expense, net and Income tax are as described above in the Results

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liability, change in fair value of derivative liability and other finance income.

rate in the table is calculated by dividing the USD Adjusted EBITDA by the GBP Adjusted EBITDA, therefore this could be slightly

different from the average rate during the period depending on timing of transactions.

Reconciliation

to Adjusted Revenue

believe that accounting for low margin hardware sales in conformance with U.S.

GAAP can result in a distorted presentation of our revenue

Therefore, we use Revenue Excluding Low Margin Sales, or Adjusted Revenue, to internally analyze our operating performance.

A reconciliation from revenue, as shown in our Consolidated Statements of Operations and Comprehensive Loss included elsewhere in this

report, to Adjusted Revenue is shown below.

For the Twelve-Month

(In millions)

Less Low Margin Gaming Sales

Adjusted Revenue

Exchange Rate - $ to £

rate in the table is calculated by dividing the USD Adjusted EBITDA by the GBP Adjusted EBITDA, therefore this could be slightly different

from the average rate during the period depending on timing of transactions.

“Loss on sale of business” - In November 2025, the company sold its UK holiday parks business and certain associated leisure

assets to a non-connected party, recognizing a loss on disposal.

and Capital Resources

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(in millions)

Net (loss)/profit

Non-cash interest expense relating to senior debt

Change in fair value of derivative liabilities and stock-based compensation expense

Loss on sale of business

Deferred income taxes

Depreciation and amortization (incl RoU assets)

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Net cash used in investing activities

Net cash (used)/generated by financing activities

Net cash used by financing activities

Effect of exchange rates on cash

Net (decrease)/increase in cash and cash equivalents

Net increase/(decrease) in cash and cash equivalents

cash provided by operating activities

the twelve months ended December 31, 2025, net cash inflow provided by operating activities was $52.0 million, compared to a $31.7 million

inflow for the twelve months ended December 31, 2023, representing a $23.0 million decrease in cash generation.

The decrease was driven

primarily through trading levels and the working capital position with adverse movements in accounts receivable due to timing of sales

recognition with high levels at the end of 2024 and in accounts payable due to varying levels of production activity with the end of

2023 seeing significant activity in Greece installing 2,500 machines during the last few months of the prior year.

of debt fees decreased by $0.9 million, to $1.1 million, due to the marking to market for short term currency contracts held at the end

in the fair value of derivative and warrant liabilities and stock-based compensation expense decreased by $3.9 million from $11.5

million to $7.6 million due to lower stock-based compensation expense ($3.4 million) and 2023 having a gain relating to terminated

cross currency swaps ($0.5 million) which terminated at the end of September 2023.

and amortization increased by $4.3 million, to $47.7 million, with increases of $1.7 in million amortization of intangible assets,

$1.7 million contract costs amortization, $0.6 million in machine depreciation and $0.6 million in amortization of right of use

assets offset by a $0.5 million decrease in software development cost amortization.

inflow for the twelve months ended December 31, 2024, representing a $20.3 million increase in cash generation.

The increase was driven

primarily through the working capital position with favorable movements in accounts receivable due to timing of sales recognition with

high levels at the end of 2024 collected in 2025.

of debt fees increased by $1.9 million, to $3.0 million, due to the refinancing of the business in June 2025.

in the fair value of derivative and warrant liabilities and stock-based compensation expense decreased by $0.9 million from $7.6 million

to $6.7 million due to lower stock-based compensation expense.

All expenses related to outstanding awards.

loss on sale of business expense of $6.6 million was incurred in the twelve months ended December 31, 2025 relating to the sale of

the UK holiday parks business and certain associated leisure assets.

and amortization increased by $9.4 million, to $57.1 million, with increases of $4.4 million in amortization of software development

costs, $4.3 million in machine depreciation, $0.4 million in non-machine depreciation and $0.3 million in amortization of right of use

net cash utilized by operating activities increased by $82.2 million to an outflow of $7.3 million.

The relative movements between

the twelve months ended December 31, 2024 and the twelve months ended December 31, 2023 resulted in unfavorable movements of $61.9

million in corporate tax and other current taxes, $23.9 million in accounts receivable and $15.0 million in accounts payable and

accrued expenses.

The movement in corporate tax and other current taxes was due to a reversal of the Company’s valuation

the twelve months ended December 31, 2025 and the twelve months ended December 31, 2024 resulted in favorable movements of $60.1

million in corporate tax and other current taxes, $46.8 million in accounts receivable and $3.4 million in inventory.

in corporate tax and other current taxes was due to the previous year including the reversal of the Company’s valuation

allowance on their deferred tax assets in various jurisdictions as well as an inclusion for global low-taxed income.

The movements

in accounts receivable was due to timing of machine sales with the end of 2024 seeing high levels.

There were fewer machine sales at

the end of 2023 but 2023 includes the collection of a significant machine sale made at the end of 2022.

The movements in accounts

payable was due to different activity levels in Greece with 2023 also seeing higher accounts payable levels as a result of the

restatement exercise.

These unfavorable movements were partly offset by favorable movements in prepayments and accrued income $13.8

million, inventory $4.1 million and deferred revenue $2.4 million.

in accounts receivable was largely due to timing of machine sales with the end of 2024 seeing high levels which were collected in

2025 and due to lower Leisure receivables following the sale of our holiday park business and associated leisure assets and the

transitioning of a number of pub customer to a new operating model.

These favorable movements were partly offset by unfavorable

movements in prepayments and accrued income of $23.8 million and long-term liabilities of $3.5 million.

cash used in investing activities

cash utilized in investing activities decreased by $17.5 million, to $40.1 million in the twelve months ended December 31, 2024.

was driven by a reduced spend on plant, property and equipment $15.0 million decrease compared to 2023, which included the updating of

machines in Greece with 2,500 terminals installed, and capitalized software (a $2.9 million decrease to 2023).

The twelve months ended

December 31, 2023 included a $0.6 million acquisition relating to Lot.to.

These were partly offset by a $1.0 million increase in contract

cost additions.

cash (used)/generated by financing activities

the twelve months ended December 31, 2024, net cash used by financing activities was $1.6 million all relating to finance lease spend.

During the twelve months ended December 31, 2023, net cash generated by financing activities was $16.2 million due to the draw down of

£15.0 million ($18.9 million) of the Company’s revolving facility.

This was offset by the Company’s repurchase of its

common shares under the Share Repurchase Program, $1.6 million, and finance lease spend of $1.1 million.

cash utilized in investing activities increased by $0.4 million to $40.5 million in the twelve months ended December 31, 2025.

Higher spend on plant, property and equipment, $18.7 million increase, which included the updating of machines in Greece, a $1.8

million increase in contract costs spending and $7.5 million of holiday park floats sold as part of the sale of the holiday parks

business and certain associated leisure assets were largely offset by the net proceeds from the sale of our holiday park business

and associated leisure assets of $24.4 million, $1.3 million of cash received in escrow as part of the sale and the $1.9 million

reduced spend on capital software.

cash used by financing activities

the twelve months ended December 31, 2025, cash used by financing activities was net neutral.

The refinancing of the business in June

2025 resulted in a net generation of cash of $8.2 million which was offset by a $7.8 million outflow relating to finance lease spend

and a $0.4 million repurchase of company shares.

During the twelve months ended December 31, 2024, net cash used by financing activities

was $1.6 million all relating to finance lease spend.

Needs and Sources

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debt or the refinancing of existing debt.

As of December 31, 2024, we had liquidity consisting of $29.3 million in cash and a further

As of December 31, 2025, we had liquidity consisting of $43.3 million in cash, of which $1.3 million is restricted in escrow until November 2026, and a further

$23.9 million of undrawn revolver facility.

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to a $89.5 million outflow for the twelve months ended December 31, 2024.

level of our working capital surplus or deficit varies with the level of machine production we are undertaking and our capitalization

level of our working capital surplus or deficit varies with the level of machine procurement we are undertaking and our capitalization

as well as the seasonality evident in some of the businesses.

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of cash held and the expected level of short-term receipts.

of our business operations require cash to be held within the machines.

As of December 31, 2024, $2.9 million of our $29.3 million of

cash were held as operational floats within the machines.

At December 31, 2023, $3.1 million of our $40.0 million of cash were held as

operational floats within the machines

Historically,

some of our business operations require cash to be held within the machines.

However with the sale of our holiday park business and

certain associated leisure assets in November 2025, the operational float requirement is removed.

As of December 31, 2025, none of

our $43.3 million of cash were held as operational floats within the machines.

At December 31, 2024, $2.9 million of our $29.3

million of cash were held as operational floats within the machines

currently believes that the Company’s cash balances on hand, cash flows expected to be generated from operations, and the ability

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December 31, 2024

Restricted cash

Revolver drawn

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Finance lease creditors

our debt facilities in place as of December 31, 2024, we are not subject to covenant testing on the Senior Secured Notes.

We are, however,

subject to covenant testing at the level of Inspired Entertainment Inc., the ultimate holding company, on our Super Senior Revolving

Credit Facility which requires the Company to maintain a maximum consolidated senior secured net leverage ratio of 6.25x on the test

date for the relevant period ended June 30, 2021, stepping down to 6.0x on March 31, 2022, 5.75x on March 31, 2023 and 5.50x from March

31, 2024 and thereafter (the “RCF Financial Covenant”).

The RCF Financial Covenant is calculated as the ratio of consolidated

senior secured net debt to consolidated pro forma EBITDA (defined as net loss excluding depreciation and amortization, interest expense,

interest income and income tax expense) for the 12-month period preceding the relevant quarterly testing date and is tested quarterly

on a rolling basis, subject to the Initial Facility (as defined in the RCF Agreement) being drawn on the relevant test date.

Financial Covenant does not include a minimum interest coverage ratio or other financial covenants.

Covenant testing at December 31,

2024 showed covenant compliance.

Indenture contains covenants and certain reporting requirements including the requirement to provide the Lender, within 60 days after

the close of the quarter, unaudited quarterly financial statements with footnote disclosures.

The Company was unable to comply with this

requirement as of September 30, 2023 due to the requirement to restate previously reported financial statements as reported in a Current

Report on Form 8-K filed with the SEC on November 8, 2023.

The debt agreement allows the Company a 30-day grace period to provide such

financial information once they receive any notice of non-compliance.

No such notice was received and concurrent with the filing of the

September 30, 2023 10-Q with the SEC on February 27, 2024, the reporting requirement was met.

were no other breaches of the debt covenants in the twelve-month periods ended December 31, 2024 or December 31, 2023.

Table presented in GBP and USD as principle senior debt has a base currency of GBP, movements in the USD value represent foreign currency

exchange rate fluctuations.

June 4, 2025, the group entered into a Senior Note Purchase Agreement with the facilities being issued on June 9, 2025.

At the same time

the group entered into a Senior Facilities Agreement.

These facilities also became available on June 9, 2025 but remained undrawn.

this point, all previously existing debt and revolver facilities were fully repaid.

Full details of the refinancing of the group and

of the terms and conditions of the new debt facilities can be found in Note 13 Long Term and Other Debt.

the Note Purchase Agreement in place as of December 31, 2025, we are subject to covenant testing on the Senior Notes.

The Notes Purchase

Agreement requires that the Company maintain a maximum consolidated senior secured net leverage ratio of 5.0x on the test date for the

relevant periods ending September 30, 2025, December 31, 2025, March 31, 2026, June 30, 2026, September 30, 2026, December 31, 2026 and

March 31, 2027, stepping down to 4.75x on June 30, 2027 and each relevant period thereafter (the “Notes Financial Covenant”).

The Notes Financial Covenant is calculated as the ratio of consolidated senior secured net debt to consolidated pro forma EBITDA (defined

as consolidated net income after adding back certain items including (without limitation) interest expense, taxes, depreciation and amortization

expenses and exceptional or non-recurring costs and losses and after adjusting for certain projected savings and synergies) for the 12-month

period preceding the relevant quarterly testing date and is tested quarterly on a rolling basis.

The Notes Purchase Agreement does not

include a minimum interest coverage ratio or other financial covenants.

Senior Facilities Agreement also requires that the Company maintain a maximum consolidated senior secured net leverage ratio of 5.50x

on the test date for the relevant periods ending September 30, 2025, December 31, 2025, March 31, 2026, June 30, 2026, September 30,

2026, December 31, 2026 and March 31, 2027, stepping down to 5.25x on June 30, 2027 and each relevant period thereafter (the “RCF

Financial Covenant”).

The RCF Financial Covenant is calculated as the ratio of consolidated senior secured net debt to consolidated

pro forma EBITDA (defined as net loss excluding depreciation and amortization, interest expense, interest income and income tax expense)

for the 12-month period preceding the relevant quarterly testing date and is tested quarterly on a rolling basis.

The SFA does not include

a minimum interest coverage ratio or other financial covenants.

the previous debt facilities, which operated up until the refinancing on June 4, 2025, we were not subject to covenant testing on the

Senior Secured Notes.

We were, however, subject to covenant testing at the level of Inspired Entertainment Inc., the ultimate holding

company, on the previous RCF which required the Company to maintain a maximum consolidated senior secured net leverage ratio of 6.0x

on March 31, 2022, stepping down to 5.75x on March 31, 2023 and 5.50x from March 31, 2024 and thereafter (the “RCF Financial Covenant”).

The RCF Financial Covenant is calculated as the ratio of consolidated senior secured net debt to consolidated pro forma EBITDA (defined

as net income (loss) excluding depreciation and amortization, interest expense, interest income and income tax expense) for the 12-month

period preceding the relevant quarterly testing date and is tested quarterly on a rolling basis, subject to the Initial Facility (as

defined in the RCF Agreement) being drawn on the relevant test date.

The RCF Financial Covenant does not include a minimum interest coverage

ratio or other financial covenants.

These covenants have now been replaced by those of the new long term debt.

testing at December 31, 2025 showed covenant compliance with the current debt facilities in place.

the previous debt facilities, there were no covenant violations in the twelve-month periods ended December 31, 2025 or December 31,

and Encumbrances

of December 31, 2024, our senior secured notes were secured by the imposition of a fixed and floating charge in favor of the lender over

all the assets of the Company and certain of the Company’s subsidiaries.

Board of Directors has authorized the Company to use up to $25.0 million to repurchase shares of Inspired common stock,

subject to repurchases being effected on or before May 10, 2025.

Management has discretion as to whether to repurchase shares of the

Company and as of December 31, 2024, an aggregate of $12.0 million of our shares of common stock had been repurchased over the past three years.

of December 31, 2025, our Senior Notes were secured by the imposition of a fixed and floating charge in favor of the lender over all

the assets of the Company and certain of the Company’s subsidiaries.

November 1, 2025 the Board of Directors authorized a new share repurchase program permitting the repurchase, subject to repurchases

being effected on or before November 30, 2028 of up to an aggregate amount of $25.0 million of the Company’s issued and

outstanding shares of common stock.

Since the authorization, the Company has repurchased an aggregate of 56,604 shares of our common

stock at an aggregate cost of $0.4 million.

the Board of Directors had authorized that the Company may use up to $25.0 million to repurchase Inspired shares of common stock, subject

to repurchases being effected on or before May 10, 2025.

There were no repurchases in the twelve months ended December 31, 2025 under

this authorization.

Under this authorization, the Company had repurchased an aggregate of 1,193,118 shares of our common stock at an

aggregate cost of $12.0 million.

This plan has now lapsed.

cumulative share repurchases under both share repurchase programs amount to an aggregate of 1,249,722 shares of our common stock at an

aggregate cost of $12.4 million.

of December 31, 2025, our contractual obligations were as follows:

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Interest on long term debt

Purchase of Vantage machines

Purchase of machines

Financing activities

Revolver repayment

Senior secured notes - principal repayment

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Securities and Exchange Commission.

Critical Accounting Estimates

Accounting Estimates

preparation of our audited consolidated financial statements in conformity with U.S.

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of judgment, actual results could differ from such estimates.

a discussion of other recently issued accounting standards, and assessments as to their impacts on the Company, see Note 1 “Nature

of Operations, Management’s Plans and Summary of Significant Accounting Policies” in the Notes to Consolidated Financial

Statements included in Part II, Item 8 of this report.

of GAAP related to the measurement and recognition of revenue requires us to make judgments and estimates.

Specifically, complex arrangements

with nonstandard terms and conditions may require significant contract interpretation to determine the appropriate accounting.

often enters into contracts with customers that consist of a combination of services and products that are accounted for as one or more

distinct performance obligations.

Management applies judgment in evaluating the contractual terms and conditions that impact the identification

of performance obligations and the pattern of revenue recognition.

For these arrangements that contain multiple promises, judgement is

also required to determine the stand-alone selling price (“SSP”) for each distinct performance obligation.

In instances where

SSP is not directly observable, such as when we do not sell the product or service separately, we determine the SSP using information

that may include market conditions, size of the customer, geography and other observable inputs or, as necessary, unobservable considerations

such as historical experience, knowledge of our business and industry and our current or expected selling practices.

recognition is also impacted by our ability to estimate variable consideration, including, for example, estimates for income earned but

unbilled prior to the reporting period end.

We consider various factors when making these judgments, including a review of specific transactional

data and contracted terms, information obtained subsequent to the reporting period end and historical experience.

Evaluations are conducted

each quarter to assess the adequacy of the estimates.

significant judgments include determining whether the Company is acting as the principal or the agent in a transaction.

Company recognized service and product revenue of $258.6 million and $38.5 million, respectively, for the year ended December 31, 2024.

The Company’s revenue recognition policy, which requires significant judgments and estimates, is fully described in Note 1 “Nature

of Operations, Management’s Plans and Summary of Significant Accounting Policies” in the Notes to Consolidated Financial

Statements included in Part II, Item 8 of this report.

Impairment Assessment

For a discussion of other

recently issued accounting standards, and assessments as to their impacts on the Company, see Note 1 “Nature of Operations, Management’s

Plans and Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements included in Part II, Item

8 of this report.

Application of GAAP related

to the measurement and recognition of revenue requires us to make judgments and estimates.

Specifically, complex arrangements with nonstandard

terms and conditions may require significant contract interpretation to determine the appropriate accounting.

The Company often enters

into contracts with customers that consist of a combination of services and products that are accounted for as one or more distinct performance

Management applies judgment in evaluating the contractual terms and conditions that impact the identification of performance

obligations and the pattern of revenue recognition.

For these arrangements that contain multiple promises, judgement is also required

to determine the stand-alone selling price (“SSP”) for each distinct performance obligation.

In instances where SSP is not

directly observable, such as when we do not sell the product or service separately, we determine the SSP using information that may include

market conditions, size of the customer, geography and other observable inputs or, as necessary, unobservable considerations such as historical

experience, knowledge of our business and industry and our current or expected selling practices.

Revenue recognition is also

impacted by our ability to estimate variable consideration, including, for example, estimates for income earned but unbilled prior to

the reporting period end.

We consider various factors when making these judgments, including a review of specific transactional data and

contracted terms, information obtained subsequent to the reporting period end and historical experience.

Evaluations are conducted each

quarter to assess the adequacy of the estimates.

Other significant judgments

include determining whether the Company is acting as the principal or the agent in a transaction.

The Company recognized service

and product revenue of $278.6 million and $25.5 million, respectively, for the year ended December 31, 2025.

The Company’s revenue

recognition policy, which requires significant judgments and estimates, is fully described in Note 1 “Nature of Operations, Management’s

Plans and Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements included in Part II, Item

8 of this report.

Goodwill Impairment

of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities

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and projected financial performance, among other factors.

We also considered the results from the most recent date that a fair value

measurement was performed as a part of a quantitative goodwill assessment and specifically the cushion between each reporting unit’s

fair value and carrying value.

The estimates used to calculate the fair value of a reporting unit as a part of a quantitative goodwill

assessment change from year to year based on operating results, market conditions, and other factors.

Changes in these estimates and

assumptions could materially affect the determination of fair value and goodwill impairment, if any, for each reporting unit.

Assets and Finite-lived Intangible Assets

We also considered the results from the most recent date that a fair value measurement

was performed as a part of a quantitative goodwill assessment and specifically the cushion between each reporting unit’s fair value

and carrying value.

The estimates used to calculate the fair value of a reporting unit as a part of a quantitative goodwill assessment

change from year to year based on operating results, market conditions, and other factors.

Changes in these estimates and assumptions

could materially affect the determination of fair value and goodwill impairment, if any, for each reporting unit.

Long-lived Assets

and Finite-lived Intangible Assets

evaluate the recoverability of intangible assets and other long-lived assets with finite useful lives by comparing the carrying value

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Any impairment loss shall be allocated to the long-lived assets of the group on a

pro rata basis using the relative carrying amounts of those assets, except that the loss allocated to an individual long-lived asset

of the group shall not reduce the carrying amount of that asset below its fair value.

Development Costs

pro rata basis using the relative carrying amounts of those assets, except that the loss allocated to an individual long-lived asset of

the group shall not reduce the carrying amount of that asset below its fair value.

Software Development Costs

Company must apply judgement in determining the amount of software development costs that should be capitalized.

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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 7. Management’s Discussion and Analysis