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Evaluation of Disclosure Controls and Procedures
−Removed: As of the end of the period covered by this Annual Report on Form 10-K, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, 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).
−Removed: Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in our reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in and pursuant to the requirements of the SEC's rules and forms.
−Removed: Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information we are required to disclose in reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
−Removed: Based on the evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of the end of the period covered by this Annual Report on Form 10-K.
+Added: As of December 31, 2025, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).
+Added: Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in our reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified the SEC's rules and forms.
+Added: Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer (or persons performing similar functions), as appropriate, to allow timely decisions regarding required disclosure.
+Added: Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2025.
Management's Report on Internal Control Over Financial Reporting
−Removed: Management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) under the Exchange Act.
−Removed: Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S.
+Added: Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act.
+Added: Our 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 U.S.
Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
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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 the degree of compliance with the policies or procedures may deteriorate.
−Removed: Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024.
−Removed: In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).
−Removed: Based on our assessment we concluded that, as of December 31, 2024, our internal control over financial reporting was effective based on those criteria.
−Removed: An attestation of the Company’s internal control over financial reporting by our independent registered public accounting firm is not included as we are an Emerging Growth Company and are exempt from the auditor attestation requirement of Section 404(b) of the Sarbanes-Oxley Act of 2002.
+Added: Management, under the supervision of our principal executive and financial officers, assessed the effectiveness of our internal control over financial reporting as of December 31, 2025.
+Added: In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in I nternal Control—Integrated Framework (2013) .
+Added: Based on our assessment, we concluded that our internal control over financial reporting was effective as of December 31, 2025, based on those criteria.
+Added: As required by Section 404(b) of the Sarbanes-Oxley Act for accelerated filers, the effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Deloitte & Touche LLP, our independent registered public accounting firm.
+Added: Their report is included above.
Changes in Internal Control over Financial Reporting
−Removed: There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: There were no changes in our internal control over financial reporting during the three months ended December 31, 2025, as required by Rules 13a-15(d) and 15d-15(d) under the Exchange Act, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Disclosure Controls and Procedures
−Removed: Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud.
−Removed: A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.
−Removed: Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.
−Removed: Because of the inherent limitations in all control systems, no
−Removed: evaluation of controls can provide absolute assurance that all control issues within a company are detected.
−Removed: The inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes.
−Removed: Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.
−Removed: Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.
−Removed: 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 the degree of compliance with the policies or procedures may deteriorate.
−Removed: In light of the foregoing, our disclosure
−Removed: controls and procedures are designed to provide reasonable assurance of achieving their objectives and our Chief Executive
−Removed: Officer and Chief Financial Officer have concluded that such controls and procedures are, in fact, effective at providing such
−Removed: reasonable assurance.
+Added: Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or internal control over financial reporting will prevent or detect all errors or fraud.
+Added: A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that its objectives will be met.
+Added: The design of a control system must also reflect resource constraints and the benefits of controls must be considered relative to their costs.
+Added: Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues within a company are detected.
+Added: Inherent limitations include the possibility that
+Added: judgments may be faulty and that breakdowns can occur because of simple errors or mistakes.
+Added: Controls may also be circumvented by individual acts, by collusion of two or more people, or by management override.
+Added: Accordingly, misstatements due to error or fraud may occur and may not be detected.
+Added: 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 the degree of compliance with the policies or procedures may deteriorate.
+Added: In light of the foregoing, our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, and our Chief Executive Officer and Chief Financial Officer have concluded that these controls and procedures were effective at the reasonable assurance level.
OTHER INFORMATION
Trading Plans
−Removed: During the quarter ended December 31, 2024, no directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
+Added: During the quarter ended December 31, 2025, no directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted , modified, or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as such terms are defined in Item 408(a) of Regulation S-K.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
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3.2 Certificate of Amendment of Certificate of Incorporation of PLAYSTUDIOS, Inc.
−Removed: dated June 5, 2024 (incorporated by reference to Exhibit 3.
−Removed: 1 to Current Report on Form 8-K filed June 6 , 202 4 ).
+Added: dated June 5, 2024 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed June 6, 2024).
3.3 Bylaws of PLAYSTUDIOS, Inc., effective as of June 21, 2021 (incorporated by reference to Exhibit 3.2 to Current Report on Form 8-K filed June 25, 2021).
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2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.7 to Current Report on Form 8-K filed June 25, 2021).
−Removed: Offer Letter dated December 17, 2018 from PlayStudios, Inc.
−Removed: to Joel Agena (incorporated by reference to Exhibit 10.16 to Amendment No.
−Removed: 1 to the S-4).
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.9 to Current Report on Form 8-K filed June 25, 2021).
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10.12 Corrective Amendment to Marketing Agreement, dated July 20, 2011 between PlayStudios, Inc.
−Removed: and MGM Resorts International.
−Removed: (incorporated by reference to Exhibit 10.20 to Amendment No.
+Added: and MGM Resorts International (incorporated by reference to Exhibit 10.20 to Amendment No.
2 to the S-4).
10.13 Third Amendment to Marketing Agreement, dated June 18, 2014 between PlayStudios, Inc.
−Removed: and MGM Resorts International.
−Removed: (incorporated by reference to Exhibit 10.21 to Amendment No.
+Added: and MGM Resorts International (incorporated by reference to Exhibit 10.21 to Amendment No.
2 to the S-4).
10.14 Fourth Amendment to Marketing Agreement, dated May 1, 2015 between PlayStudios, Inc.
−Removed: and MGM Resorts International.
−Removed: (incorporated by reference to Exhibit 10.22 to Amendment No.
+Added: and MGM Resorts International (incorporated by reference to Exhibit 10.22 to Amendment No.
2 to the S-4).
10.15 Fifth Amendment to Marketing Agreement, dated January 4, 2016 between PlayStudios, Inc.
−Removed: and MGM Resorts International.
−Removed: (incorporated by reference to Exhibit 10.23 to Amendment No.
+Added: and MGM Resorts International (incorporated by reference to Exhibit 10.23 to Amendment No.
2 to the S-4).
10.16 Sixth Amendment to Marketing Agreement, dated December 4, 2019 between PlayStudios, Inc.
−Removed: and MGM Resorts International.
−Removed: (incorporated by reference to Exhibit 10.24 to Amendment No.
+Added: and MGM Resorts International (incorporated by reference to Exhibit 10.24 to Amendment No.
2 to the S-4).
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Severance and Change in Control Plan (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed March 10, 2025).
−Removed: Insider Trading Poli cy .
+Added: 19.1 Insider Trading Policy (incorporated by reference to Exhibit 19.1 to Annual Report on Form 10-K for the year ended December 31, 2024, filed on March 14, 2025).
21.1* List of Subsidiaries.
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PLAYSTUDIOS, Inc.
−Removed: Mandatory Recoupment Policy, adopted November 1, 2023 (effective as of October 2, 2023).
+Added: Mandatory Recoupment Policy (Clawback Policy) (incorporated by reference to Exhibit 97.1 to Annual Report on Form 10-K for the year ended December 31, 2023, filed on March 12, 2024).
101.INS** Inline XBRL Instance Document
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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.