Item 9A. Controls and Procedures
Item
9A. Controls and Procedures.
Evaluation
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. 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
below.
Considering
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. GAAP.
Management’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, 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. GAAP. Our 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 our Company.
(2)
provide reasonable assurance that transactions are recorded as necessary to permit the preparation of consolidated financial statements
in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management
and directors; and
(3)
provide reasonable assurance regarding prevention or timely detection of any unauthorized acquisition, use or disposition of our assets
that could have a material effect on the consolidated financial statements.
Management
has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, based on the
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 as of December 31, 2025, were not effective, based upon the material
weaknesses discussed below.
Management
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.
65
A
material weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting such that
there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected
and corrected on a timely basis.
Identified
Material Weaknesses
Revenue
& Accounts Receivable
The
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.
IT
General Controls
The
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:
● IT
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.
Due
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.
Capitalized
Software and Contract Costs
The
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.
Remediation
Management
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.
Management
believes the matters described above are planned and expected to be remediated during the financial reporting period ending December
31, 2026.
Changes
in Internal Control Over Financial Reporting
As
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. GAAP
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
program. Management evaluated the design and operating effectiveness of these newly implemented and enhanced controls during 2025.
Except
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.
66
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING
To
the Shareholders and Board of Directors of
Inspired
Entertainment, Inc. and Subsidiaries
Adverse
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, 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
Commission.
A
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
or detected on a timely basis. The following material weaknesses have been identified and included in “Management’s Annual
Report on Internal Control Over Financial Reporting”:
The
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.
The
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:
● IT
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.
Due
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.
The
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.
These
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.
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, 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.
67
Basis
for Opinion
The
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’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. We are a public accounting firm registered with the PCAOB and are required to be independent with respect
to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit
of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing
the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based
on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
Definition
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
principles. 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;
(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.
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.
/s/
CBIZ CPAs P.C.
CBIZ
CPAs P.C.
New
York, New York
March
10, 2026
Item
9B. Other Information.
During
the three months ended December 31, 2025, none of our officers or directors, as defined in Rule 16a-1(f) of the Securities Exchange Act
of 1934, adopted , modified , or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,”
as defined in Item 408 of Regulation S-K.
Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
None.
68
Part
iii
Item
10. Directors, Executive Officers and Corporate Governance.
The
information called for by this item is incorporated herein by reference to our definitive proxy statement relating to our 2026 Annual
Meeting of Stockholders, which will be filed with the SEC. If such proxy statement is not filed on or before April 30, 2026, the information
called for by this item will be filed as part of an amendment to this Annual Report on Form 10-K on or before such date.
The
Company has adopted an insider trading policy that governs the purchase, sale, and/or other transactions of our securities by our directors,
officers and employees. A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K for the fiscal
year ended December 31, 2025. 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 stock exchange listing requirements.
Item
11. Executive Compensation.
The
information called for by this item is incorporated herein by reference to our definitive proxy statement relating to our 2026 Annual
Meeting of Stockholders, which will be filed with the SEC. If such proxy statement is not filed on or before April 30, 2026, the information
called for by this item will be filed as part of an amendment to this Annual Report on Form 10-K on or before such date.
Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The
information called for by this item is incorporated herein by reference to our definitive proxy statement relating to our 2026 Annual
Meeting of Stockholders, which will be filed with the SEC. If such proxy statement is not filed on or before April 30, 2026, the information
called for by this item will be filed as part of an amendment to this Annual Report on Form 10-K on or before such date.
Item
13. Certain Relationships and Related Transactions, and Director Independence.
The
information called for by this item is incorporated herein by reference to our definitive proxy statement relating to our 2026 Annual
Meeting of Stockholders, which will be filed with the SEC. If such proxy statement is not filed on or before April 30, 2026, the information
called for by this item will be filed as part of an amendment to this Annual Report on Form 10-K on or before such date.
Item
14. Principal Accountant Fees and Services.
The
information called for by this item is incorporated herein by reference to our definitive proxy statement relating to our 2026 Annual
Meeting of Stockholders, which will be filed with the SEC. If such proxy statement is not filed on or before April 30, 2026, the information
called for by this item will be filed as part of an amendment to this Annual Report on Form 10-K on or before such date.
69
Part
iv
Item
15. Exhibits and Financial Statement Schedules.
(a)
The
following documents are filed as part of this report:
(1)
Financial
Statements. The required consolidated financial statements and notes thereto are presented starting on page F-1 of this report.
(2)
Financial
Statement Schedules. All financial statement schedules are omitted because they are not applicable or the amounts are immaterial
and not required, or the required information is presented in the consolidated financial statements and notes thereto presented starting
on page F-1 of this report.
(3)
Exhibits
Exhibit
Number
Description
3.1
Second Amended and Restated Certificate of Incorporation of Inspired Entertainment, Inc. (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K of the Company, filed with the SEC on December 30, 2016).
3.2
Second Amended and Restated Bylaws of Inspired Entertainment, Inc. (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).
4.1
Registration Rights Agreement, dated December 23, 2016, by and among Hydra Industries Acquisition Corp. and the Vendors (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company, filed with the SEC on December 30, 2016).
4.2
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).
4.3
Form of Note Certificate relating to the Series B Notes (included in Exhibit 10.1).
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).
10.2
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).
10.3
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).
10.4*
2002 ISDA Master Agreement dated November 7, 2025 between Macquarie Bank Limited and Inspired Gaming (UK) Limited.
10.5*
2002 ISDA Master Agreement dated November 7, 2025 between Macquarie Bank Limited and Gaming Acquisitions Limited.
10.6*
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.
10.7*
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.
70
Exhibit
Number
Description
10.8
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).
10.9
Stockholders Agreement, dated December 23, 2016, by and among the Company, Hydra Industries Sponsor LLC, Macquarie Sponsor and the Vendors (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K of the Company, filed with the SEC on December 30, 2016).
10.10#
Inspired Entertainment, Inc. 2016 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.3 to the Annual Report on Form 10-K of the Company for the year ended September 30, 2017, filed with the SEC on December 4, 2017).
10.11#
Inspired Entertainment, Inc. Second Long-Term Incentive Plan, as amended (incorporated herein by reference to Exhibit 10.5 to the Post-Effective Amendment to the Registration Statement on Form S-1 of the Company, filed with the SEC on December 29, 2017).
10.12#
Inspired Entertainment, Inc. 2018 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.6 to the Annual Report on Form 10-K of the Company for the year ended September 30, 2018, filed with the SEC on December 10, 2018).
10.13#
Inspired Entertainment, Inc. 2021 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.7 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).
10.14#
Inspired Entertainment, Inc. 2023 Omnibus Incentive 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 June 30, 2023, filed with the SEC on August 11, 2023).
10.15#
Forms of Grant Agreements for fiscal year 2023 under the Inspired Entertainment, Inc. 2021 Omnibus Incentive Plan (Time-Based Form of Agreement and Performance-Based Form of Agreement) (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of the Company for the three months ended March 31, 2023, filed with the SEC on May 10, 2023).
10.16#*
Inspired Entertainment, Inc. 2025 Short-Term Incentive Bonus Plan.
10.17#
Employment Agreement, dated as of October 9, 2020, by and between Inspired Entertainment, Inc. and A. Lorne Weil (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 13, 2020).
10.18#
Letter, dated April 12, 2021, from Inspired Entertainment, Inc. to A. Lorne Weil (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of the Company for the three months ended March 31, 2021, filed with the SEC on May 14, 2021).
10.19#
Addendum, effective June 21, 2021, to the Employment Agreement dated October 9, 2020 by and between Inspired Entertainment, Inc. and A. Lorne Weil (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company, filed with the Company on June 24, 2021).
71
Exhibit
Number
Description
10.20#
Second Addendum, effective January 1, 2023, to the Employment Agreement dated October 9, 2020, as amended, by and between Inspired Entertainment, Inc. and A. Lorne Weil (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K of the Company, filed with the SEC on January 17, 2023).
10.21#
Addendum, effective January 1, 2025, to the Employment Agreement dated October 9, 2020, as amended, by and between Inspired Entertainment, Inc. and A. 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).
10.22#
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).
10.23#
Employment Agreement, dated February 17, 2020, between Inspired Entertainment, Inc. and Brooks H. Pierce (incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-K of the Company for the year ended December 31, 2019, filed with the SEC on March 30, 2020).
10.24#
Letter Agreement, dated July 21, 2021, by and between Inspired Entertainment, Inc. and Brooks H. Pierce (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company, filed with the SEC on July 23, 2021).
10.25#
Second Addendum, effective January 1, 2023, to the Employment Agreement dated February 17, 2020, as amended, by and between Inspired Entertainment, Inc. and Brooks H. Pierce (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company, filed with the SEC on January 17, 2023).
10.26#
Addendum, effective January 1, 2025, to the Employment Agreement dated February 17, 2020, as amended, by and between Inspired Entertainment, Inc. and Brooks H. Pierce (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K of the Company, filed with the SEC on February 4, 2025).
10.27#
Performance-Based Grant Agreement, dated May 9, 2023, between Inspired Entertainment, Inc. and Brooks H. 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).
10.28#
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).
10.29#
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).
10.30
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).
72
Exhibit
Number
Description
10.31#
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 for the three months ended September 30, 2022, filed with the SEC on
November 9, 2022).
10.32#*
Non-Employee Director Compensation Policy.
19.1
Inspired Entertainment, Inc. 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).
21.1*
Subsidiaries of the Company.
23.1*
Consent of Marcum LLP.
23.2*
Consent of CBIZ CPAs P.C.
31.1*
Section 302 Certification of Principal Executive Officer.
31.2*
Section 302 Certification of Principal Financial Officer.
32.1**
Section 906 Certification of Principal Executive Officer.
32.2**
Section 906 Certification of Principal Financial Officer.
97.1
Inspired Entertainment, Inc. Clawback Policy (incorporated herein by reference to Exhibit 97.1 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).
101.INS*
Inline
XBRL Instance Document
101.SCH*
Inline
XBRL Taxonomy Schema
101.CAL*
Inline
XBRL Taxonomy Calculation Linkbase
101.DEF*
Inline
XBRL Taxonomy Definition Linkbase
101.LAB*
Inline
XBRL Taxonomy Label Linkbase
101.PRE*
Inline
XBRL Taxonomy Presentation Linkbase
104
Cover Page Interactive Data File (formatted as Inline XBRL document and included in Exhibit 101.INS)
#
Indicates
management contract or compensatory plan.
*
Filed
herewith.
**
Furnished
herewith.
Item
16. Form 10-K Summary.
None.
73
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
INSPIRED
ENTERTAINMENT, INC.
Date:
March 10, 2026
By:
/s/
A. Lorne Weil
A.
Lorne Weil
Executive
Chairman
(Principal
Executive Officer)
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Date:
March 10, 2026
/s/
A. Lorne Weil
A.
Lorne Weil, Executive Chairman
(Principal
Executive Officer)
Date:
March 10, 2026
/s/
James Richardson
James
Richardson, Chief Financial Officer
(Principal
Financial and Accounting Officer)
Date:
March 10, 2026
/s/
Michael R. Chambrello
Michael
R. Chambrello, Director
Date:
March 10, 2026
/s/
Ira H. Raphaelson
Ira
H. Raphaelson, Director
Date:
March 10, 2026
/s/
Desirée G. Rogers
Desirée
G. Rogers, Director
Date:
March 10, 2026
/s/
Steven M. Saferin
Steven
M. Saferin, Director
Date:
March 10, 2026
/s/
Katja Tautscher
Katja
Tautscher, Director
Date:
March 10, 2026
/s/
John M. Vandemore
John
M. Vandemore, Director
74