What changed in this filing

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Item 9A. Controls and Procedures

2026-03-10 compared with 2025-03-26 · 134 added, 159 removed, 178 unchanged (62% of the section changed)

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of Disclosure Controls and Procedures.

Disclosure controls and procedures are designed to ensure that information

required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within

the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls

and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is

accumulated and communicated to management, including our Executive Chairman and our Chief Financial Officer (together, the “Certifying

Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

the supervision and with the participation of our management, including our Certifying Officers, we carried out an evaluation of the effectiveness

of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on this evaluation, the Certifying Officers concluded that the Company’s disclosure controls and procedures at December 31,

2024 were not effective, due to the material weaknesses described below.

In light of these material weaknesses, we performed additional analyses

as deemed necessary to ensure that our financial statements were prepared in accordance with U.S.

generally accepted accounting principles.

controls and procedures are designed to ensure that information required to be disclosed in our reports filed or submitted under the

Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed

in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Executive Chairman

and our Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions, as appropriate,

to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including

our Certifying Officers, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures

as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on this evaluation, the Certifying Officers concluded that

the Company’s disclosure controls and procedures on December 31, 2025, were not effective, due to the material weaknesses described

these material weaknesses, we performed additional analyses as deemed necessary to ensure that our financial statements were accurately

prepared and in accordance with U.S.

Report on Internal Control Over Financial Reporting as Part of Section 404 of the Sarbanes-Oxley Act 2002 (“SOX”)

Our management is responsible for establishing and maintaining adequate

internal control over financial reporting.

Insofar as the Company is subject to Section 404(b) of SOX, this Annual Report on Form 10-K

includes an opinion by our external auditors on the effectiveness of our internal control over financial reporting at December 31, 2024

in addition to management’s assessment of the effectiveness of internal control over financial reporting under the requirements

of Section 404(a) of SOX.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with

Our internal control over financial reporting includes those policies and procedures that:

management is responsible for establishing and maintaining adequate internal control over financial reporting.

Insofar as the Company

is subject to Section 404(b) of SOX, this Annual Report on Form 10-K includes an opinion by our external auditors on the effectiveness

of our internal control over financial reporting at December 31, 2025, in addition to management’s assessment of the effectiveness

of internal control over financial reporting under the requirements of Section 404(a) of SOX.

Our internal control over financial reporting

is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated

financial statements for external reporting purposes in accordance with U.S.

Our internal control over financial reporting includes

those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of

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criteria set forth in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.

Based on that assessment, our internal control over financial reporting at December 31, 2024 was not effective, based upon the material

Based on that assessment, our internal control over financial reporting as of December 31, 2025, were not effective, based upon the material

weaknesses discussed below.

has made significant progress in successfully remediating a substantial number of our historical material weaknesses, significant deficiencies

and control deficiencies which were identified in our internal control over financial reporting assessment at December 31, 2024.

material weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting such that

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and corrected on a timely basis.

Material Weaknesses and Remediation

Assessment and Controls Design and Accounting Competency

Company has identified areas of material weakness in internal controls over financial reporting relating to an ineffective design of

business process controls across all financial reporting and closing processes as well as controls related to the application of accounting

policies and procedures (the “Risk Assessment and Controls Design Material

Weakness”) as well as the inadequate execution of newly designed monitoring controls (the “Monitoring Controls Material

Namely, the Company has only partially completed the establishment of an effective control environment with an

incomplete design, implementation and execution of certain process controls including but not limiting the following areas:

Preparation, review and approval of account analyses, summaries and reconciliations;

(ii) documenting accounting policies and design

procedures and controls to ensure compliance with Company accounting policies and US GAAP;

(iii) satisfying enhanced documentation

requirements in relation to the design and execution of Management Review Controls;

(iv) accuracy of information input into and

output from the financial reporting and accounting systems.

The above deficiencies represented material weaknesses in the

Company’s internal control over financial reporting as there was a reasonable possibility that a material misstatement with

respect to certain of the Company’s significant accounts and disclosures would not be prevented or detected.

made significant progress towards remediation in 2024, and anticipates continued progress in 2025 with effort to continue throughout

This included (1) Development and enhancement of processes and controls in all business cycles under SOX 404.

Documentation of all processes and controls under the guidance of external SOX advisors, along with continued documentation of key

GAAP accounting policy updates, (3) Automation and streamlining of processes in critical accounting areas, including revenue

billing, software capitalization, inventory, leasing, financial reporting and others, (4) Recruitment of a Vice President of

Accounting and Finance and Director of Audit and SOX with extensive U.S.

GAAP experience (5) Training with accounting, commercial

and legal teams in critical accounting areas such as revenue recognition, balance sheet reconciliations, software project

capitalization, etc., and (6) monitoring and remediation of control deficiencies as identified through internal management

Management’s continuing remediation efforts in 2025 for the continuing

material weaknesses includes (1) implementation of new processes and controls in designated areas to evaluate, record and report transactions

according to U.S.

GAAP (2) Continued documentation and regular updating of U.S.

GAAP accounting policies to support financial processes,

SOX controls and financial disclosures (3) continued implementation of revenue billing, further automation of accounting processes in

Accounts Payable, Accounts Receivable, Treasury, Inventory and Fixed Assets, and improved reporting (4) Continued advisory support from

outsourced technical accounting provider on significant and complex transactions (5) Continued training in relevant U.S.

Reporting areas, and (6) establishment of 404 SOX testing program and technology to support the annual internal and external audit cycle.

With respect to all deficiencies identified above, management has made

significant progress on the remediation process, however the material weaknesses cannot be considered remediated until it is demonstrated

that the new or enhanced controls and other impacted or dependent controls have operated effectively for a sufficient period of time.

IT General Controls

had identified internal control deficiencies due to IT program and data changes affecting the Company’s financially relevant

applications and underlying accounting records, not being identified, tested, authorized, and implemented appropriately to validate

that data produced by its financially relevant applications were complete and accurate.

Automated process-level controls and manual

controls that are dependent upon the information derived from such financially relevant systems were also determined to be

Additionally, there was not appropriate segregation of duties that would adequately restrict user and privileged access

to the financially relevant systems and data to the appropriate Company personnel.

Management had concluded that these deficient

controls could fail to prevent or detect a material misstatement and as such rise to a material weakness in the

Management revised and fully implemented change

management procedures across all in-scope applications in 2024.

Management will work to finish remediation and operate these

controls effectively over a sufficient period of time in 2025.

Management performed an extensive remediation exercise

around the design of access controls and associated segregation of duties during 2024.

This included 1) establishing and completing an

SOD (Segregation of Duty) framework by role and associated risk assessment for all in-scope applications (2) redesigning roles and changing

access levels to reflect the SOD framework, (3) updating policies, and (4) strengthening ongoing user access reviews of all in-scope

applications.

While this exercise was complete for most impacted IT Systems, Management will continue to work towards completing this

exercise for the remaining IT systems with a goal of remediating the access control deficiency in 2025.

Management will work to finish

remediation and operate these controls effectively over a sufficient period of time in 2025.

With respect to all deficiencies identified above, management continues

to work on the remediation process.

We understand while significant progress has been made in 2024, the material weaknesses cannot be

considered remediated until it is demonstrated that the new or enhanced controls and other impacted or dependent controls have been designed

and operating effectively for a sufficient period of time.

Material Weaknesses

& Accounts Receivable

Company has identified a material weakness in internal controls over financial reporting as it relates to the ineffective design of certain

key activity level controls within the revenue and accounts receivable cycles as well as controls which depend upon these controls for

their effectiveness.

General Controls

Company has identified a material weakness in internal control over financial reporting as it relates to the Company’s change management

and access controls for one application that supports the capture and approval of invoices that was not operating effectively to ensure:

program and data changes affecting the Company’s financially relevant application are

properly identified, tested, authorized, and implemented, to ensure changes are appropriate,

● Appropriate

segregation of duties is maintained to adequately restrict user and privileged access to

the financially relevant application and underlying accounting records to the appropriate

Company personnel.

to the pervasive nature of the deficiency, automated process-level and manual controls that depend on information derived from this financially

relevant application were also determined to be ineffective.

Software and Contract Costs

Company has identified a material weakness in internal control over financial reporting as it relates to ineffective design of certain

controls over the accounting for capitalized software and contract costs within the software development cycle.

was successful in remediating a substantial number of deficiencies from FY 2024.

During 2025, the company hired additional personnel,

refined business processes and implemented new systems and tools to enhance the financial reporting process and operational controls.

believes the matters described above are planned and expected to be remediated during the financial reporting period ending December

in Internal Control Over Financial Reporting

for the changes noted above in connection with the initiatives to remediate material weaknesses, there have been no other changes in

our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the

most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial

disclosed in the Company’s evaluation of disclosure controls and procedures on December 31, 2024, management identified material

weaknesses related to the ineffective design and execution of business process controls, monitoring controls, and ITGCs, which resulted

in pervasive deficiencies across financial reporting processes.

During the year ended December 31, 2025, except for the items identified

above, management has successfully remediated these previously identified material weaknesses through (i) hiring additional qualified

accounting and SOX personnel, (ii) implementing new financial systems and enhancing system configurations, (iii) designing and implementing

new and enhanced process-level controls across all significant financial reporting cycles, (iv) enhancing documentation of U.S.

accounting policies and procedures, (v) strengthening management review controls and evidentiary standards, (vi) implementing and testing

IT change management and logical access controls across in-scope applications;

and (vii) establishing a formalized SOX testing and monitoring

Management evaluated the design and operating effectiveness of these newly implemented and enhanced controls during 2025.

for the changes noted above in connection with the initiatives to remediate prior material weaknesses, there have been no other changes

in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during

the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over

financial reporting.

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING

the Stockholders and Board of Directors of

the Shareholders and Board of Directors of

Entertainment, Inc.

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Opinion on Internal Control over Financial Reporting

We have audited Inspired Entertainment, Inc.

and Subsidiaries’ (the “Company”) internal control over financial reporting as of December

31, 2024, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations

of the Treadway Commission.

In our opinion, because of the effect of the material weaknesses described in the subsequent paragraphs on

the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting

as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring

Organizations of the Treadway Commission.

A material weakness is a control deficiency, or combination of deficiencies, in internal control over financial reporting, such that there

have audited Inspired Entertainment, Inc.

and Subsidiaries’ (the “Company”) internal control over financial reporting

as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee

of Sponsoring Organizations of the Treadway Commission.

In our opinion, because of the effect of the material weaknesses

described in the subsequent paragraphs on the achievement of the objectives of the control criteria,

the Company has not maintained effective internal control over financial reporting as of December 31, 2025, based on criteria

established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway

material weakness is a control deficiency, or combination of deficiencies, in internal control over financial reporting, such that there

is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented

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Report on Internal Control Over Financial Reporting”:

Company’s change management and access controls were not designed and operating effectively to ensure:

IT program and data changes affecting the Company’s financially relevant applications and underlying accounting records are identified,

tested, authorized and implemented appropriately to validate that data produced by these financially relevant applications were complete

and accurate, and

segregation of duties that would adequately restrict user and privileged access to the financially relevant applications and underlying

accounting records to the appropriate Company personnel.

to the pervasive nature of these deficiencies, automated process-level, and manual controls that are dependent upon the information

derived from such financially relevant applications were also determined to be ineffective.

Business process controls across all financial reporting and closing processes as well as controls relating to the application of accounting

policies and procedures were not designed and operating effectively to address the risk of material misstatements, including controls

without proper segregation of duties between preparer and reviewer and key management review controls.

These material weaknesses were considered in determining the nature, timing

and extent of audit tests applied in our audit of the fiscal December 31, 2024 consolidated financial statements and this report does

not affect our report on such financial statements.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”),

the consolidated balance sheet as of December 31, 2024 and the related consolidated statements of operations and comprehensive income

(loss), stockholders’ deficit, and cash flows for each of the three years in the period ended December 31, 2024 of the and our report

dated March 26, 2025 expressed an unqualified opinion on those consolidated financial statements.

Company has identified a material weakness in internal controls over financial reporting as it relates to the ineffective design of certain

key activity level controls within the revenue and accounts receivable cycles as well as controls which depend upon these controls for

their effectiveness.

Company has identified a material weakness in internal control over financial reporting as it relates to the Company’s change management

and access controls for one application that supports the capture and approval of invoices that was not operating effectively to ensure:

program and data changes affecting the Company’s financially relevant application are

properly identified, tested, authorized, and implemented, to ensure changes are appropriate,

● Appropriate

segregation of duties is maintained to adequately restrict user and privileged access to

the financially relevant application and underlying accounting records to the appropriate

Company personnel.

to the pervasive nature of the deficiency, automated process-level and manual controls that depend on information derived from this financially

relevant application were also determined to be ineffective.

Company has identified a material weakness in internal control over financial reporting as it relates to ineffective design of certain

controls over the accounting for capitalized software and contract costs within the software development cycle.

material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the fiscal December

31, 2025 financial statements and this report does not affect our report dated March 10, 2026 on those financial statements.

have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”),

the consolidated balance sheet as of December 31, 2025 and the related consolidated statements of operations and comprehensive (loss)

income, shareholders’ deficit, and cash flows as of and for the year ended December 31, 2025 of the Company and our report dated

March 10, 2026 expressed an unqualified opinion on those financial statements.

Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the

effectiveness of internal control over financial reporting, included in the accompanying “Management Annual Report on Internal

Control Over Financial Reporting”.

Our responsibility is to express an opinion on the Company’s internal control over financial

effectiveness of internal control over financial reporting, included in the accompanying “Management’s Annual Report on Internal

Control over Financial Reporting.” Our responsibility is to express an opinion on the Company’s internal control over financial

reporting based on our audit.

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and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting

company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of

financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance

of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with

generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations

of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections

of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in

conditions, or that degree of compliance with the policies or procedures may deteriorate.

March 26, 2025

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance

with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with

authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection

of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that degree of compliance with the policies or procedures may deteriorate.

CBIZ CPAs P.C.

York, New York

Other Information.

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In addition, with regard to the Company’s trading in its own securities, it is the Company’s

policy to comply with the federal securities laws and the applicable exchange listing requirements.

policy to comply with the federal securities laws and the applicable stock exchange listing requirements.

Executive Compensation.

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(incorporated herein by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q of the Company for the three months ended June 30, 2023, filed with the SEC on August 11, 2023).

Registration Rights Agreement, dated October 24, 2014, between Hydra Industries Acquisition Corp.

and certain security holders (incorporated herein by reference to Exhibit 10.5 to the Current Report on Form 8-K of the Company, filed with the SEC on October 29, 2014).

Registration Rights Agreement, dated December 23, 2016, by and among Hydra Industries Acquisition Corp.

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Description of Securities (incorporated herein by reference to Exhibit 4.4 to the Annual Report on Form 10-K of the Company for the year ended December 31, 2021, filed with the SEC on March 31, 2022).

Indenture, dated as of May 20, 2021, among Inspired Entertainment (Financing) PLC, as issuer, the Company, as a guarantor, the subsidiaries of the Company named therein, as additional guarantors, GLAS Trustees Limited, as trustee, GLAS Trust Corporation Limited as security agent and GLAS Trust Company LLC as paying agent, transfer agent and registrar (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K of the Company, filed with the SEC on May 20, 2021).

Form of 7.875% Senior Secured Notes due 2026 (included in Exhibit 4.4).

Super Senior Revolving Credit Facilities Agreement, dated as of May 20, 2021, among the Company, Gaming Acquisition Limited, Inspired Entertainment (Financing) PLC and Inspired Gaming (UK) Limited as original borrowers, the subsidiaries of the Company named therein as original guarantors, Global Loan Agency Services Limited as agent, GLAS Trust Corporation Limited as security agent and Barclays Bank plc and Macquarie Corporate Holdings Pty Limited (UK Branch) as arrangers and original lenders (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company, filed with the SEC on May 20, 2021).

Form of Note Certificate relating to the Series B Notes (included in Exhibit 10.1).

Senior Notes Purchase Agreement dated June 4, 2025 by and among Inspired Entertainment Holdings LLC as topco, DMWSL 633 Limited as the original company, DMWSL 631 Limited as the successor company, Inspired Entertainment (Financing) PLC, as original issuer, the Guarantors defined therein, Barclays Bank plc, HG Vora Special Opportunities Master Fund, Ltd., BSE Investments, Ltd.

and HG Vora Opportunistic Capital Master Fund III A LP as original noteholders, Global Loan Agency Services Limited as agent and GLAS Trust Corporation Limited as security agent (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company, filed with the SEC on June 9, 2025).

Senior Facilities Agreement dated June 4, 2025, by and among Inspired Entertainment Holdings LLC as topco, DMWSL 633 Limited as the original company, DMWSL 631 Limited as the successor company, Inspired Entertainment (Financing) PLC, as original borrower, the Guarantors defined therein, Barclays Bank plc as original lender, Global Loan Agency Services Limited as agent and GLAS Trust Corporation Limited as security agent (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K of the Company, filed with the SEC on June 9, 2025).

Letter Amendment dated June 30, 2025 by and among DMWSL 633 Limited, Global Loan Agency Services Limited as agent and GLAS Trust Corporation Limited as security agent, relating to the Senior Notes Purchase Agreement dated June 4 2025 and the Senior Facilities Agreement dated June 4, 2025 (incorporated herein by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of the Company for the three months ended June 30, 2025, filed with the SEC on August 6, 2025).

2002 ISDA Master Agreement dated November 7, 2025 between Macquarie Bank Limited and Inspired Gaming (UK) Limited.

2002 ISDA Master Agreement dated November 7, 2025 between Macquarie Bank Limited and Gaming Acquisitions Limited.

Amendment dated November 11, 2025 by and between Macquarie Bank Limited and Inspired Gaming (UK) Limited, relating to the 2002 ISDA Master Agreement dated November 7, 2025.

Amendment dated November 11, 2025 by and between Macquarie Bank Limited and Gaming Acquisitions Limited, relating to the 2002 ISDA Master Agreement dated November 7, 2025.

Form of Director and Officer Indemnity Agreement (incorporated herein by reference to Exhibit 10.4 to the Current Report on Form 8-K of the Company, filed with the SEC on December 30, 2016).

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Lorne Weil (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company, filed with the SEC on February 4, 2025).

Restricted Stock Unit and Performance Stock Unit Transfer Agreement, dated as of May 17, 2024, by and among A.

Lorne Weil, Hydralex Holdings LLC and Inspired Entertainment, Inc.

(incorporated herein by reference to Exhibit 10.30 to the Annual Report on Form 10-K of the Company for the year ended December 31, 2024, filed with the SEC on March 26, 2025).

Employment Agreement, dated February 17, 2020, between Inspired Entertainment, Inc.

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Pierce (incorporated herein by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of the Company for the three months ended June 30, 2023, filed with the SEC on August 11, 2023).

Employment Agreement, dated November 5, 2024 and effective January 1, 2025, by and between Inspired Gaming (UK) Limited and James Richardson.

Employment Agreement, dated August 3, 2021, by and between Inspired Gaming (UK) Limited and Carys Damon (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K of the Company, filed with the SEC on August 5, 2021).

Amendment to Employment Agreement, dated March 13, 2024, by and between Inspired Gaming (UK) Limited and Carys Damon (incorporated herein by reference to Exhibit 10.28 to the Annual Report on Form 10-K of the Company for the year ended December 31, 2023, filed with the SEC on April 15, 2024).

Employment Agreement, dated November 5, 2024 and effective January 1, 2025, by and between Inspired Gaming (UK) Limited and James Richardson (incorporated herein by reference to Exhibit 10.21 to the Annual Report on Form 10-K of the Company for the year ended December 31, 2024, filed with the SEC on March 26, 2025).

Employment Agreement, dated February 8, 2024, by and between Inspired Gaming (UK) Limited and Simona Camilleri (commenced serving as General Counsel effective July 1, 2024) (incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of the Company for the three months ended June 30, 2024, filed with the SEC on August 8, 2024).

Inspired Entertainment, Inc.

Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 4.1 to the Registration Statement on Form S-8 of the Company, filed with the SEC on July 14, 2017).

Inspired Entertainment Sharesave Plan (U.K.

Appendix) (adopted as a subplan to the Inspired Entertainment Employee Stock Purchase Plan) (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of the Company, filed with the SEC on November 9, 2022).

Non-Employee Director Compensation Policy (updated as of May 9, 2023) (incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of the Company for the three months ended June 30, 2023, filed with the SEC on August 11, 2023).

Letter Agreement, dated April 12, 2024, between Inspired Entertainment, Inc.

and Marilyn Jentzen (incorporated herein by reference to Exhibit 10.19 to the Annual Report on Form 10-K of the Company for the year ended December 31, 2023, filed with the SEC on April 15, 2024).

Amendment, dated November 5, 2024, to the Letter Agreement, dated April 12, 2024, between Inspired Entertainment, Inc.

and Marilyn Jentzen.

Restricted Stock Unit and Performance Stock Unit Transfer Agreement, dated as of May 17, 2024, by and among A.

Lorne Weil, Hydralex Holdings LLC and Inspired Entertainment, Inc.

Entertainment Sharesave Plan (U.K.

Appendix) (adopted as a subplan to the Inspired Entertainment Employee Stock Purchase Plan)

(incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of the Company for the three months ended September 30, 2022, filed with the SEC on

November 9, 2022).

Non-Employee Director Compensation Policy.

Inspired Entertainment, Inc.

Insider Trading Policy.

Insider Trading Policy (incorporated herein by reference to Exhibit 19.1 to the Annual Report on Form 10-K of the Company for the year ended December 31, 2024, filed with the SEC on March 26, 2025).

Subsidiaries of the Company.

Consent of Marcum LLP.

Consent of CBIZ CPAs P.C.

Section 302 Certification of Principal Executive Officer.

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XBRL Taxonomy Presentation Linkbase

Cover Page Interactive Data File (formatted as Inline XBRL document and included in Exhibit 101.INS)

management contract or compensatory plan.

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March 10, 2026

(Principal Executive Officer)

Executive Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

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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 9A. Controls and Procedures