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Item 9A. Controls and Procedures

2025-02-27 compared with 2024-02-26 · 25 added, 13 removed, 155 unchanged (20% of the section changed)

13 unchanged sentences

Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2024.

On November 20, 2024, the acquisition of SuperPlay Ltd was completed.

Management has begun the evaluation of the internal control activities within the ongoing operations of SuperPlay.

However, SEC guidance permits management to omit an assessment of an acquired business’ internal control over financial reporting from management’s assessments of internal control over financial reporting and disclosure controls and procedures for a period not to exceed one year from the date of the acquisition.

Accordingly, we excluded SuperPlay from our annual assessment of internal control over financial reporting as of December 31, 2024.

As of December 31, 2024, total assets related to SuperPlay represented approximately 31.3% of our total assets, which consisted primarily of intangible assets, including goodwill.

Revenues from SuperPlay comprised approximately 1.9% of our consolidated revenues for the year ended December 31, 2024.

We will include SuperPlay in our evaluation of internal control over financial reporting as of December 31, 2025.

The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, our independent registered public accounting firm, as stated in their report in Part II, Item 8 of this Annual Report on Form 10-K.

7 unchanged sentences

The full text of our code of ethics is published in the “ Investors-Governance ” section of our website at https://investors.playtika.com/corporate-governance/documents-and-charters.

We have adopted insider trading policies and procedures applicable to our directors, officers and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the Nasdaq Stock Market LLC listing standards.

Our Playtika Holding Corp.

Insider Trading Compliance Policy, among other things, requires directors, officers and employees of the Company and its controlled affiliates in possession of material non-public information about the Company or companies with whom the Company does business to abstain from trading or advising others to trade in the respective company’s securities from the time that they obtain such inside information until adequate public disclosure of the information.

A copy of our Insider Trading Compliance Policy is filed as Exhibit 19.1 to this Form 10-K.

EXECUTIVE COMPENSATION

35 unchanged sentences

(incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on September 15, 2023)

2.2 First Amendment to Share Purchase Agreement, dated as of June 18, 2024, by and among Playtika Ltd., G.S.

InnPlay Labs Ltd, and the shareholders of InnPlay Labs Ltd.

(incorporated herein by reference to Exhibit 2.1 to the Company's Quarterly Report on Form 10-Q, as filed with the SEC on August 7, 2024)

2.3 Share Purchase Agreement, dated as of September 18, 2024, by and among Playtika Holding Corp., Playtika Ltd., SuperPlay Ltd., the shareholders of SuperPlay Ltd.

and Gigi Levy-Weiss, as the shareholder representative (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on September 20, 2024)

3.1 Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on January 20, 2021)

3.2 Second Amended and Restated Bylaws of Playtika Holding Corp, adopted on February 7, 2024 (incorporate d herein by reference to Exhibit 3.1 to the Company ’ s Current R eport on Form 8-K, as filed with t he SEC on Februar y 9, 2024)

3.2 Second Amended and Restated Bylaws of Playtika Holding Corp, adopted on February 7, 2024 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on February 9, 2024)

4.1 Form of Certificate of Common Stock (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1, as filed with the SEC on December 18, 2020)

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and Nir Korczak (incorporated herein by reference to Exhibit 10.29 to the Company's Registration Statement on Form S-1, as filed with the SEC on December 18, 2020)

10.23# Employment Agreement, dated as of April 2, 2018, by and between Playtika Ltd.

and Yael Yehudai (incorporated herein by reference to Exhibit 10.30 to the Company’s Registration Statement on Form S-1, as filed with the SEC on December 18, 2020)

10.24# Employment Agreement, dated as of December 4, 2011, by and between Playtika Ltd.

and Shlomi Aizenberg (incorporated herein by reference to Exhibit 10.31 to the Company’s Registration Statement on Form S-1, as filed with the SEC on December 18, 2020)

10.25# Employment Agreement, dated as of May 25, 2011, by and between Playtika Ltd.

and Ofer Kinberg (incorporated herein by reference to Exhibit 10.32 to the Company’s Registration Statement on Form S-1, as filed with the SEC on December 18, 2020)

10.25.1# Amendment to Employment Agreement, dated as of December 15, 2014, by and between Playtika Ltd.

and Ofer Kinberg (incorporated herein by reference to Exhibit 10.32.1 to the Company’s Registration Statement on Form S-1, as filed with the SEC on December 18, 2020)

10.26# Employment Agreement, dated as of August 17, 2016, by and between Playtika Ltd.

and Erez Rachmil (incorporated herein by reference to Exhibit 10.1# to the Company’s Quarter Report on Form 10-Q, as filed with the SEC on November 4, 2021)

10.23# Form of Performance Stock Unit Agreement under 2020 Incentive Award Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on February 11, 2022)

10.24# Form of Performance Stock Unit Agreement for Israeli Participants under 2020 Incentive Award Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on February 11, 2022)

10.29# Employment Agreement, dated as of December 6, 2016, by and between Playtika Ltd.

and Eric Rapps (incorporated herein by reference to Exhibit 4.4 to the Company's Annual Report on Form 10-K, as filed with the SEC on March 1, 2022)

10.25# Form of Amendment to Performance Stock Unit Agreement (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on November 14, 2022)

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10.27 Third Amendment to Credit Agreement, dated as of June 19, 2023, among Playtika Holding Corp., the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent and the other parties Thereto (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarter Report on Form 10-Q, as filed with the SEC on August 8, 2023)

10.28# Employment Agreement, dated as of June 4, 2024, by and between Playtika Ltd.

and Uri Rubin (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, as filed with the SEC on August 7, 2024)

10.29# Employment Agreement, dated as of June 9, 2024, by and between Playtika Ltd.

and Ariel Sandler (incorporated herein by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q, as filed with the SEC on August 7, 2024)

10.30# Form of Performance Stock Unit Agreement under 2020 Incentive Award Plan, approved December 18, 2024

10.31# Form of Performance Stock Unit Agreement for Israeli Participants under 2020 Incentive Award Plan, approved December 18, 2024

19.1 P laytika Holding C orp.

Insider Trading Compliance Policy

21.1 List of Significant Subsidiaries of the Registrant

34 unchanged sentences

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