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Item 1A. Risk Factors

2026-02-26 compared with 2025-02-27 · 280 added, 338 removed, 951 unchanged (39% of the section changed)

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• we have significant indebtedness and are subject to obligations and restrictive covenants under our debt instruments;

• our inability to refinance our indebtedness or to obtain additional financing on favorable terms or at all;

• we are controlled by Yuzhu Shi, whose economic and other interests in our business may differ from yours;

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• the impact of an economic recession or periods of increased inflation, and any reductions to household spending on the types of discretionary entertainment we offer;

• our international operations and ownership, including our significant operations in Israel, Ukraine and Belarus and the fact that our controlling stockholder is a Chinese-owned company;

• our international operations and ownership, including our significant operations in Israel, Ukraine and Poland and the fact that our controlling stockholder is a Chinese-owned company;

• security breaches or other disruptions could compromise our information or the information of our players and expose us to liability;

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Risks Related to Our Business

We rely on third-party platforms, such as the iOS App Store, Facebook, and Google Play Store, to distribute our games and collect revenues generated on such platforms and rely on third-party payment service providers to collect revenues generated on our own platforms.

Our games are primarily accessed and operated through platforms operated by Apple, Facebook and Google.

A significant number of the virtual items that we sell to paying players are purchased using the payment processing systems of these platforms and, for the year ended December 31, 2024, 68.6% of our revenues were generated through the iOS App Store, Facebook, and Google Play Store.

We rely on third-party platforms, such as the iOS App Store and Google Play Store, to distribute our games and collect revenues generated on such platforms and rely on third-party payment service providers to collect revenues generated on our own platforms.

Our games are primarily accessed and operated through platforms operated by Apple and Google.

A significant number of the virtual items that we sell to paying players are purchased using the payment processing systems of these platforms and, for the year ended December 31, 2025, 66.3% of our revenues were generated through transactions processed by the billing systems of iOS App Store and Google Play Store.

In certain jurisdictions where permitted and subject to applicable platform rules, we also offer alternative payment methods that allow players to complete purchases without using the platform’s payment systems while continuing to access and play our games on these third-party platforms.

For the year ended December 31, 2025, approximately 34% of instances in which our players on Apple and Google platforms were presented, where permitted, with a pop-up offering an alternative payment option resulted in the selection of an alternative payment processor.

While we continue to expand our Direct-to-Consumer capabilities, substantially all gameplay, including gameplay associated with purchases completed through alternative payment methods, continues to occur on these platforms, and our ability to offer, present, and transact through such channels remains subject to these platforms’ rules, technical requirements, and enforcement practices, which may change or be applied inconsistently over time.

Consequently, our expansion and prospects depend on our continued relationships with these providers, and any other emerging platform providers that are widely adopted by our target players.

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• governments or private parties, such as internet providers, impose bandwidth restrictions or increase charges or restrict or prohibit access to those platforms;

• the platforms increase the fees they charge us;

• the platforms introduce new fees or increase the fees they charge us, including in connection with our Direct-to-Consumer initiatives or other alternative billing programs;

• the platforms modify their algorithms, communication channels available to developers, respective terms of service or other policies;

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As jurisdictions in which we operate and their regulatory bodies adopt or modify laws and regulations, our platform providers may adopt restrictive policies or take other adverse action against the Company and its games in connection with their interpretation and implementation of such laws and regulations.

For example, in December 2023, the Company was informed that Google was beginning to enforce an existing Play Store policy banning simulated gambling apps in thirteen countries across the Middle East and Asia:

Algeria, Iran, Jordan, Libya, Oman, Palestine, Qatar, Saudi Arabia, South Korea, Syria, Tunisia, the United Arab Emirates and Yemen.

As a result, Google blocked Slotomania and Caesars Slots in December 2023 and World Series of Poker in January 2024 from these countries.

Similarly, in January 2024, Indonesia’s Ministry of Communication and Information Technology reported that it had conducted a broad sweep of online gambling content on the Google and Apple platforms including non-gambling games that contained gambling-related elements.

Shortly thereafter,

Slotomania was blocked from the Google Play Store in Indonesia, although it has since been reinstated.

We were also notified in December 2024 by a third-party platform that it would be challenging the offering of social casino games on its platform in the State of Washington.

While we currently only offer certain poker-themed titles through this platform, our business and operating results could be materially impaired if other platforms take similar actions in the State of Washington or in other jurisdictions.

Although we are taking steps to oppose and try to reverse these types of actions and have not experienced a material impact on our business, financial condition or results of operations due to limited revenues we currently have on the affected platform or in the affected jurisdictions, if our platform providers, particularly the iOS App Store, Facebook, or Google Play Store, take these actions in jurisdictions that are significant to our operations, it would be harmful to our business.

If any such events described above occur on a short-term or long-term basis, or if these third-party platforms and online payment service providers otherwise experience issues that impact the ability of players to download or access our games, access social features, or make in-game purchases, it would have a material adverse effect on our brands and reputation, as well as our business, financial condition and results of operations.

Over the years, certain of our social casino-themed games have been blocked on various platforms in various jurisdictions.

For example, we were notified in December 2024 by a third-party platform that it would be challenging the offering of social casino-themed games on its platform in the State of Washington.

As a result, we elected to pull our games off of this platform altogether.

While we were only offering certain poker-themed titles through this platform and did not suffer a material impact to our overall revenues from this action, our business and operating results could be materially impaired if other platforms that are more significant to our business take similar actions in the State of Washington or in other jurisdictions.

Although we are taking steps to oppose and try to reverse these types of actions and have not experienced a material impact on our business, financial condition or results of operations due to limited revenues we currently have on the affected platforms or in the affected jurisdictions, if our platform providers, particularly the iOS App Store, Facebook, or Google Play Store, take these types of actions in jurisdictions that are significant to our operations, it would be harmful to our business

In addition, certain requirements related to content classification, age-rating and age-assurance, imposed by major third-party platforms, reflect how platforms are responding to evolving children’s protection and online safety regulations globally.

Such requirements may affect how our games are classified, distributed or presented on these platforms.

See “ Risk Factors— Data privacy and security laws and regulations in the jurisdictions in which we do business could increase the cost of our operations and subject us to possible sanctions, civil lawsuits (including class action or similar representative lawsuits) and other penalties;

such laws and regulations are continually evolving.

Our or our platform and service providers’ actual or perceived failure to comply with these laws and regulations could harm our business ”, for more information.

If any such events described above occur on a short-term or long-term basis, or if these third-party platforms and online payment service providers otherwise experience issues that impact the ability of players to download or access our games, access social features, or make in-game purchases, it could have a material adverse effect on our brands and reputation, as well as our business, financial condition and results of operations.

A limited number of games have generated a majority of our revenues, and we may be unable to offset any declines in revenues from our top games.

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Historically, we have depended on such games for a majority of our revenues and we expect that this dependency will continue for the foreseeable future.

For example, in each of the years ended December 31, 2024 and 2023, our top two games by revenue, Slotomania and Bingo Blitz , collectively generated approximately 45% and 46% of our revenues for each period, respectively.

For example, in each of the years ended December 31, 2025 and 2024, our top game by revenue, Bingo Blitz, generated approximately 23% and 25% of our revenues for each period.

For a game to remain popular and to retain players, we must effectively enhance, expand and upgrade the game with new features, offers, and content that players find attractive.

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Each of our games requires significant product development, marketing and other resources to develop, launch and sustain popularity through regular upgrades, expansions and new content, and such costs on average have increased over time.

Even with these investments, we may experience sudden declines in the popularity of any of our games and fluctuations in the number of daily average users and monthly average users.

For example, revenues generated by Slotomania declined by approximately 9.5% in 2024 and 9.0% in 2023.

Even with these investments, we may experience sudden declines in the popularity of any of our games and fluctuations in the number of daily average users and monthly average users particularly for games that are later in their life cycle.

For example, revenues generated by Slotomania have been in decline in recent years, declining by approximately 35.7% in 2025 and 9.5% in 2024.

A continued decline in Slotomania or a similar decline in any of our other top games would negatively impact our results of operations.

If we fail to attract and retain a significant number of new and existing players to our games or if we experience a reduction in the number of players of our most popular games or any other adverse developments relating to our most popular games occur, our market share and reputation could be harmed and there could be a material adverse effect on our business, financial condition and results of operations.

Our average daily active users across our portfolio have declined by approximately 6.9% in 2024 and 7.4% in 2023.

Although our average daily active users across our portfolio increased by approximately 4.9% in 2025 largely due to our newly acquired SuperPlay studio, our average daily active users across our portfolio excluding SuperPlay have experienced declines in recent years and our average daily active users (excluding SuperPlay) declined by approximately 19.7% in 2025.

While the Company endeavors to attract and retain new and existing players, including by way of acquiring new titles and studios, we cannot assure that these efforts will be successful.

Shifts in the revenue mix between our games may adversely affect our margin profile.

Historically, our social casino games have generated higher margins than our casual games, primarily due to the higher utilization of our Direct-to-Consumer platforms among social casino game users compared to our casual game users.

In addition, our recent casual game acquisitions, most notably SuperPlay Ltd., are earlier stage studios where the strategic focus is on growth over profitability.

As revenues from our social casino games such as Slotomania have either declined or failed to keep pace with revenues from our existing and newly acquired casual games, our Credit Adjusted EBITDA margin and net income margin have declined.

Our Credit Adjusted EBITDA margin declined from 32.4% in 2023 to 29.7% in 2024 and our net income margin declined from 9.2% in 2023 to 6.4% in 2024.

If our revenue mix continues to shift toward casual games and we are unable to mitigate the discrepancy in margin profiles, our Credit Adjusted EBITDA margin and net income margin could continue to decline.

Furthermore, our strategy includes acquiring early-stage companies that may be primarily focused on growth rather than profitability.

These early-stage acquisitions, while potentially offering long-term growth opportunities, often contribute at

least initially to lower margins with high levels of marketing and other operational costs relative to their revenues.

Historically, our social casino-themed games have generally generated higher margins than the majority of our casual games, primarily due to the higher utilization of our Direct-to-Consumer platforms among social casino-themed game users compared to our casual game users, and lower relative marketing spend for these titles.

In addition, our recent casual game acquisitions, most notably SuperPlay Ltd., are earlier stage studios where the strategic focus is on revenue growth over profitability.

As revenues from our social casino-themed games such as Slotomania have either declined or failed to keep pace with revenues from our existing and newly acquired casual games, our Adjusted EBITDA margin and net income margin have declined.

Our Adjusted EBITDA margin declined from 29.7% in 2024 to 27.3% in 2025 and our net income margin declined from 6.4% in 2024 to (7.5)% in 2025.

If our revenue mix continues to shift toward casual games and we are unable to mitigate the discrepancy in margin profiles, our Adjusted EBITDA margin and net income margin could continue to decline.

Furthermore, our strategy includes acquiring early-stage companies that may be primarily focused on revenue growth rather than profitability.

These early-stage acquisitions, while potentially offering long-term growth opportunities, often contribute at least initially to lower margins with high levels of marketing and other operational costs relative to their revenues.

Continued investment in early-stage companies may compound the downward pressure on our margin profile if our revenue mix continues to trend toward casual games.

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Our ability to provide high-quality effective customer support is largely dependent on our ability to attract, resource, and retain employees who are not only qualified to support our users, but are also well versed in our games.

This ability can be strained after any significant reductions in the Company’s workforce such as the significant reduction in workforce that was announced in January 2026.

Any failure to maintain high-quality customer support, or a market perception that we do not maintain high-quality customer support, could harm our reputation and adversely affect our ability to sell virtual items within our games to existing and prospective users.

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Our games are available to players for free, and we generate nearly all of our revenues from the sale of virtual items when players make voluntary in-game purchases.

For example, for the years ended December 31, 2024 and 2023, we derived 98.4% of our revenues from in-game purchases.

For example, for the years ended December 31, 2025 and 2024, we derived 97.7% and 98.4%, respectively, of our revenues from in-game purchases.

Paying users usually spend money in our games because of the perceived value of the virtual items that we offer for purchase.

The perceived value of these virtual items can be impacted by various actions that we take in the games, such as offering discounts, giving away virtual items in promotions or providing easier non-paid means to secure such virtual items.

Managing the game economies can be challenging with certain games containing multiple types of in-game virtual currency and overlapping promotional campaigns or other discounts in effect at the same time.

Recently, Slotomania has experienced pervasive game economy issues which led to several quarters of outsized sequential decline.

If we fail to manage our game economies properly, players may be less likely to spend money in the games, which could have a material adverse effect on our business, financial condition and results of operations.

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As a result, players may have a negative gaming experience and be less likely to spend money in the games, which could have a material adverse effect on our business, financial condition and results of operations.

Our inability to make acquisitions and integrate any acquired businesses successfully could limit our growth or disrupt our plans and operations.

Our inability to make acquisitions or integrate acquired businesses successfully could limit our growth or disrupt our plans and operations.

Historically, a significant portion of our growth has been as a result of our acquisition of complementary studios and games, rather than in-house development, including our acquisition of Wooga GmbH, or Wooga, in 2018, Supertreat GmbH, or Supertreat, in 2019, Seriously Holding Corp., or Seriously, in 2019, Reworks Oy, or Reworks, in 2021, JustPlay.LOL, or JustPlay, in 2022, the Youda Games’ card game portfolio in 2023, G.S InnPlay Labs Ltd.

in 2023, and our largest acquisition to date, SuperPlay Ltd.

While we anticipate that acquisitions will continue to be an important source of growth in the future, our ability to succeed in implementing our strategy will depend to some degree upon our ability to identify quality games, applications and businesses and complete commercially viable acquisitions.

We cannot assure you that acquisition opportunities will be available on acceptable terms or at all, or that we will be able to obtain necessary financing or regulatory approvals to complete potential acquisitions.

Our ability to successfully grow through these types of transactions also depends upon our ability to identify, negotiate, complete and integrate suitable target businesses, technologies and products and to obtain any necessary financing, and is subject to numerous risks, including:

in 2023, and our largest acquisition

to date, SuperPlay Ltd.

While are currently focused on ensuring the successful integration and growth of SuperPlay, Ltd.

and have recently shifted our strategy toward in-house development of games, acquisitions have been an important source of growth in the Company’s history.

Should we look to prioritize acquisitions as a growth strategy in the future, we cannot assure you that acquisition opportunities will be available on acceptable terms or at all, or that we will be able to obtain necessary financing or regulatory approvals to complete potential acquisitions.

Our ability to make acquisitions and successfully integrate acquired businesses depends upon our ability to identify, negotiate, complete and integrate suitable target businesses, technologies and products and to obtain any necessary financing, and is subject to numerous risks, including:

• failure to identify acquisition, investment or other strategic alliance opportunities that we deem suitable or available on favorable terms;

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• increased legal and accounting compliance costs.

In addition, the expected cost synergies associated with such acquisitions may not be fully realized in the anticipated amounts or within the contemplated timeframes, which could result in increased costs and have an adverse effect on our prospects, results of operations, cash flows and financial condition.

We would expect to incur incremental costs and capital expenditures related to integration activities.

In addition, the expected cost synergies associated with acquisitions may not be fully realized in the anticipated amounts or within the contemplated timeframes, which could result in increased costs and have an adverse effect on our prospects, results of operations, cash flows and financial condition.

Acquisition transactions may also disrupt our ongoing business, as the integration of acquisitions would require significant time and focus from management and might delay the achievement of our strategic objectives.

If we are unable to identify suitable target businesses, technologies or products, or if we are unable to integrate any acquired businesses, technologies and products effectively, our business, financial condition and results of operations could be materially and adversely affected, and we can provide no assurances that we will be able to adequately supplement any such inability to successfully acquire and integrate with organic growth.

Also, while we employ several different methodologies to assess potential business opportunities, the businesses we may acquire may not meet or exceed our expectations.

For example, our recently acquired studio, SuperPlay Ltd., has a history of incurring net losses as it is in its early stages and is prioritizing increased revenue and growth in the business.

SuperPlay Ltd., incurred net losses of $114 million in 2024.

We have utilized earnouts in acquisition transactions in the past and may do so in future transactions.

The use of earnouts and the structure and timing of the associated targets and milestones may result in large fluctuations in our sales and marketing expenses from quarter to quarter.

While we employ several different methodologies to assess potential business opportunities, the businesses we have acquired or may acquire may not meet or exceed our expectations.

For example, SuperPlay Ltd., had a history of incurring net losses as an early stage company when we acquired the studio in 2024, with net losses of $114 million in 2024.

If revenue growth at SuperPlay Ltd.

does not increase enough to offset costs, including marketing expenses, our results of operations will be harmed.

does not increase in future periods enough to offset costs, including marketing expenses, our results of operations will be harmed.

We operate in a highly competitive industry with low barriers to entry, and our success depends on our ability to effectively compete.

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Many of our current and potential competitors enjoy substantial competitive advantages, such as greater name recognition, longer operating histories, greater financial, technical and other resources.

In particular, certain competitors of our social casino slot games also provide real money gambling offerings which may give them an advantage in recognizable slot content.

In particular, certain competitors of our slot-themed games also provide real money gambling offerings which may give them an advantage in recognizable slot content.

Internationally, local competitors may have greater brand recognition than us in their local country and a stronger understanding of local culture and commerce.

They may also offer their products and services in local languages we do not offer.

In addition, the market for our games is characterized by rapid technological developments, frequent launches of new games and enhancements to current games, changes in player needs and behavior, disruption by innovative entrants and evolving business models and industry standards.

In addition, the market for our games is characterized by rapid technological developments, including the increasing use of AI-driven tools in game development, content creation and performance marketing, frequent launches of new games and enhancements to current games, changes in player needs and behavior, disruption by innovative entrants and evolving business models and industry standards.

As a result, our industry is constantly changing games and business models in order to adopt and optimize new technologies, increase cost efficiency and adapt to player preferences.

Our competitors may adapt to an emerging technology or business model more quickly or effectively, developing products and games or business models that are technologically superior to ours, more appealing to consumers, or both.

The emergence of “sweepstake casino” games which mimic social casino games but incorporate sweepstakes as a primary user acquisition and monetization tool in the game could pose a competitive threat to our social casino games and harm our results of operations.

The emergence of “sweepstake casino” games which mimic slot and bingo-

themed games but incorporate sweepstakes as a primary user acquisition and monetization tool in the game could pose a competitive threat to our slot and bingo-themed games and harm our results of operations.

Potential new competitors could have significant resources for developing, enhancing or acquiring games and gaming companies, and may also be able to incorporate their own strong brands and assets into their games or distribution of their games.

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For example, Apple developed its own video game subscription service, Apple Arcade, which may compete further with our games.

Netflix, a relatively new entrant in the

gaming market, has expanded its offerings by including a growing library of mobile games as part of its subscription service.

Netflix, which continues to strengthen its presence in the gaming market, has expanded its offerings by including a growing library of mobile games as part of its subscription service.

With its expansive customer base and vast resources, Netflix could pose a material competitive threat to the Company’s business.

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For the year ended December 31, 2025, we made net principal payments of $19.0 million and paid $137.2 million for interest (net of hedges).

The Credit Facilities were provided pursuant to a credit agreement, which we refer to herein as the Credit Agreement, dated as of December 10, 2019 and amended on March 11, 2021, by and among us, the lenders party thereto and UBS AG, Stamford Branch (as successor in interest to Credit Suisse AG, Cayman Islands Branch), as administrative agent and collateral agent, and the other parties thereto, as amended.

The Credit Facilities were provided pursuant to a credit agreement, which we refer to herein as the Credit Agreement, dated as of December 10, 2019 and amended from time to time, by and among us, the lenders party thereto and Bank of America (as successor in interest to UBS AG, Stamford Branch and Credit Suisse AG, Cayman Islands Branch), as administrative agent and collateral agent, and the other parties thereto, as amended.

Our substantial indebtedness could have important consequences for us, including, but not limited to, the following:

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We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our Credit Agreement or from new indebtedness in an amount sufficient to enable us to pay or refinance our indebtedness or to fund our other liquidity needs.

For example, in connection with the acquisition of SuperPlay, Ltd., the Company agreed to make future earnout payments of up to $1.250 billion, in the aggregate, based on the achievement of certain gross revenue growth and Adjusted EBITDA targets during the calendar years 2025, 2026 and 2027, in each case, payable following the end of the applicable measurement period.

Depending on the level of earnout achievement, if the earnout payments dramatically exceed our estimates of such payments, it is possible that the Company’s cash flows and available cash will be insufficient to fund these obligations, particularly if we are unable to refinance the Revolving Credit Facility before it matures in March 2026.

For example, in connection with the acquisition of SuperPlay, Ltd., the Company agreed to make future earnout payments of up to $1.250 billion, in the aggregate, based on the achievement of certain gross revenue growth and SuperPlay Adjusted EBITDA targets for SuperPlay Ltd.

during the calendar years 2025, 2026 and 2027, in each case, payable following the end of the applicable measurement period.

Depending on the level of earnout achievement, it is possible that the Company’s cash flows and available cash will be insufficient to fund these obligations, particularly if we are unable to refinance the Revolving Credit Facility before it matures in March 2027.

Accordingly, we expect that we will need to refinance all or a portion of our indebtedness on or before maturity.

We may not be able to refinance any of our indebtedness at comparable interest rates, on commercially reasonable terms or at all.

If such refinancing indebtedness is not available at interest rates comparable to our existing indebtedness our interest expense could materially increase, which would have a negative impact on our results of operations.

There may also be regulatory filing or registration requirements in China applicable to our controlling shareholder that could delay or prevent us from issuing or materially amending the terms of our indebtedness.

See “ Risk Factors— Yuzhu Shi controls us through his indirect interest in Playtika Holding UK II Limited and its ownership of our common stock will prevent you and other stockholders from influencing significant decisions.” If refinancing indebtedness is not available at interest rates

comparable to our existing indebtedness our interest expense could materially increase, which would have a negative impact on our results of operations.

If we cannot timely refinance our indebtedness, we may have to take actions such as issuing additional equity and reducing, delaying or foregoing capital expenditures, strategic acquisitions and investments.

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While the vast majority of our revenues are generated by in-game purchases, a portion of our revenues are generated from the sale of in-game advertisements.

For example, for the years ended December 31, 2024 and 2023, we derived 1.6% of our revenues from in-game advertising.

For example, for the years ended December 31, 2025 and 2024, we derived 2.3% and 1.6% of our revenues from in-game advertising, respectively.

If we are unable to attract and maintain a sufficient player base or otherwise fail to offer attractive in-game advertising models, advertisers may not be interested in purchasing such advertisements in our games, which could adversely affect our revenues from in-game advertising.

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The player will always receive one or more virtual items when he or she opens the loot box.

Each of Apple, Google and Facebook are defendants in class action lawsuits alleging, among other things, that social casino games offered through their respective platforms constitute illegal gambling and in addition to seeking monetary damages, the plaintiffs are also seeking that the platforms remove access to the social casino games.

Each of Apple, Google and Facebook are defendants in class action lawsuits alleging, among other things, that social casino-themed games offered through their respective platforms constitute illegal gambling and in addition to seeking monetary damages, the plaintiffs are also seeking that the platforms remove access to the social casino-themed games.

These litigations are still ongoing.

In the event that Apple, Google, Facebook or any of our other platform providers changes its developer terms of service to include more onerous requirements or if any of our platform providers were to prohibit the use of loot boxes in games distributed on its digital platform, we would be required to redesign the economies of the affected games in order to continue distribution on the impacted platforms, which would likely cause a decline in the revenues generated from these games and require us to incur additional costs.

In addition, there are numerous ongoing academic, political and regulatory discussions in the United States, Europe, Australia and other jurisdictions regarding whether certain game mechanics, such as loot boxes, should be subject to a higher level or different type of regulation than other game genres or mechanics to protect consumers, in particular minors and persons susceptible to addiction, and, if so, what such regulation should include.

Additionally, loot box game mechanics continue to be the subject of increased focus since the Federal Trade Commission, or FTC, released a staff perspective highlighting issues raised at a public workshop on loot boxes, which encouraged the industry to continue efforts to provide clear and meaningful information to consumers about in-game loot box and related microtransactions.

In the event that platform providers such as Apple, Google, or Facebook change their developer terms of service to include more onerous requirements or if any of our platform providers were to prohibit the use of loot boxes in games distributed on its digital platform, we would be required to redesign the economies of the affected games in order to continue distribution on the impacted platforms, which would likely cause a decline in the revenues generated from these games and require us to incur additional costs.

In addition, there are numerous ongoing academic, political and regulatory discussions in the United States, Europe, Australia, Brazil, and other jurisdictions regarding whether certain game mechanics, such as loot boxes, should be subject to a higher level or different type of regulation than other game genres or mechanics to protect consumers, in particular minors and persons susceptible to addiction, and, if so, what such regulation should include.

Additionally, loot box game mechanics have in recent history been the subject of increased focus by the Federal Trade Commission, or FTC, which released a staff perspective highlighting issues raised at a public workshop on loot boxes and encouraged the industry to continue efforts to provide clear and meaningful information to consumers about in-game loot box and related microtransactions.

The FTC continues to monitor developments surrounding loot boxes and may take steps to prevent what it views as unfair or deceptive practices.

For example, the FTC recently announced a major enforcement action against a game developer for the sale of loot boxes to children and teens without verifiable parental consent.

For example, in January 2025 the FTC announced a major enforcement action against a game developer for the sale

of loot boxes to children and teens without verifiable parental consent.

The complaint was settled with the developer having to, among other things, agree to enter into a ten-year compliance monitoring program and pay a fine of $20 million.

Previously, the United Kingdom’s Department for Digital, Culture, Media and Sport launched a call for evidence into the impact of loot boxes on in-game spending and gambling-like behavior in connection with the UK government’s review of the 2005 Gambling Act (the principal gambling regulation in the United Kingdom), and politicians have cited loot boxes as an example of recent technology innovation where government regulation is needed.

Subsequently, the UK government issued a conclusion to the call for evidence and while it did not call for paid loot boxes to be deemed gambling, it called for companies within the industry to engage in self-regulation, including taking actions to protect children and their ability to access and purchase loot boxes.

Previously, after the United Kingdom’s Department for Digital, Culture, Media and Sport launched a call for evidence into the impact of loot boxes on in-game spending and gambling-like behavior in connection with the UK government’s review of the 2005 Gambling Act (the principal gambling regulation in the United Kingdom), the UK government issued a conclusion to the call for evidence and while it did not call for paid loot boxes to be deemed gambling, it called for companies within the industry to engage in self-regulation, including taking actions to protect children and their ability to access and purchase loot boxes.

As a result, the trade body, UK Interactive Entertainment, published industry guiding principles on loot boxes which were designed to address the concerns raised by the government.

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Since 2023, the Dutch Minister of Economic Affairs has pushed for an EU-wide ban on loot boxes, reaffirming in 2024 his intent to include it in the Digital Fairness Act.

The Digital Fairness Act will focus on strengthening consumer protections including in regard to the use of dark patterns with the first set of proposals under the Act expected to be released by end of 2025 or early 2026.

In February 2023, an Austrian court ruled that loot boxes in FIFA Ultimate Team packs constitute illegal gambling due to the existence of a secondary market for these virtual items.

The court deemed this secondary market activity as giving the loot boxes a financial value, in combination with these randomized reward mechanisms, fulfilling a key criterion for gambling under the Austrian law.

It is possible that other courts or regulatory agencies could adopt similarly broad definitions of prize, as has been the case in Belgium.

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Legal or regulatory restrictions could adversely impact our business and limit the growth of our operations.

There is significant opposition in some jurisdictions to social gaming, including social casino games.

There is significant opposition in some jurisdictions to social gaming, including social casino-themed games.

The World Health Organization includes “gaming disorder” as an International Classification of Diseases, defining the disorder as a pattern of behavior characterized by impaired control over gaming and an increase in the priority of gaming over other interests and daily activities.

Some states or countries have anti-gaming groups that specifically target social casino games.

Such opposition could lead these jurisdictions to adopt legislation or impose a regulatory framework to govern interactive social gaming or social casino games specifically.

These could result in a prohibition on interactive social gaming or social casino games altogether, restrict our ability to advertise our games, or substantially increase our costs to comply with these regulations, all of which could have an adverse effect on our results of operations, cash flows and financial condition.

Some states or countries have anti-gaming groups that specifically target social casino-themed games.

Such opposition could lead these jurisdictions to adopt legislation or impose a regulatory framework to govern interactive social gaming or social casino-themed games specifically.

These could result in a prohibition on interactive social gaming or social casino-themed games altogether, restrict our ability to advertise our games, or substantially increase our costs to comply with these regulations, all of which could have an adverse effect on our results of operations, cash flows and financial condition.

We cannot predict the likelihood, timing, scope or terms of any such legislation or regulation or the extent to which they may affect our business.

Court of Appeals for the Ninth Circuit decided that a social casino game produced by one of our competitors should be considered illegal gambling under Washington state law.

In December 2025, access to the Slotomania.com domain was blocked in Ukraine pursuant to an order issued by a national communications authority, which classified the domain among restricted

casino-related internet resources.

This restriction affected access to our direct-to-consumer website but not to platforms such as Apple or Google.

Court of Appeals for the Ninth Circuit decided that a social casino-themed game produced by one of our competitors should be considered illegal gambling under Washington state law.

Similar lawsuits and arbitration proceedings have been filed against other defendants, including us.

For example, in April 2018, a putative class action lawsuit was filed in federal district court alleging substantially the same causes of action against our social casino games.

For example, in April 2018, a putative class action lawsuit was filed in federal district court in Washington alleging substantially the same causes of action against our social casino-themed games.

In August 2020, we entered into a settlement agreement to settle this matter, which was approved by the court in February 2021.

High Five Games, a social casino game company that was also sued in federal district court for substantially the same causes of action, opted to continue litigation rather than settle following the Ninth Circuit’s ruling.

After several years of legal proceedings, in September 2024, a court ruled that two of High Five Games’ slot-themed games constituted illegal gambling under Washington law.

As a result, the company was ordered to pay $24.9 million in February 2025.

In January 2025, the Washington State Gambling Commission (WSGC) issued a public memo referencing both the Ninth Circuit ruling and the High Five Games case.

In January 2025, the Washington State Gambling Commission (WSGC) issued a public memo referencing the Ninth Circuit ruling and another federal district court ruling on the subject.

The memo warned that games of chance involving virtual currency are likely to be classified as illegal gambling under Washington law.

It also encouraged companies offering virtual casino-style games to Washington residents to review their games and ensure compliance with state gambling regulations.

In addition, on May 17, 2022, a motion for approval of a class action lawsuit was filed in district court in Tel Aviv-Jaffa Israel against Playtika Group Israel Ltd.

(PGI) alleging that certain of the Company’s slot, poker and solitaire-themed games constitute illegal gambling and are misleading under Israeli consumer protection laws, seeking damages of NIS 50 million.

the United States, two lawsuits were filed against us in 2023 in Alabama and Tennessee and one lawsuit was filed against us in 2024 in Kentucky, all alleging that our social casino-themed games constitute illegal gambling under applicable state laws and seeking to recover amounts paid by the residents of the applicable state in connection with such games.

In addition, we received seven demands for arbitration in late 2022 and early 2023 and two demands for mass arbitration in 2024, all alleging, among other things, that our games constitute illegal gambling under applicable state law.

In the United States, we have several pending lawsuits and arbitrations alleging that our social casino-themed games constitute illegal gambling under applicable state laws and seeking to recover amounts paid by the residents of the applicable state in connection with such games.

On February 3, 2026, the Attorney General of the State of Washington initiated a similar lawsuit against the Company alleging that certain of our games violate state gambling and consumer protection laws.

See “ —Legal proceedings may materially adversely affect our business and our results of operations, cash flows and financial condition” and “Business—Legal Proceedings ”.

In 2018, sixteen gambling regulators signed a declaration expressing concern over the blurring of lines between gambling and video game products, including social casino gaming.

In 2018, sixteen gambling regulators signed a declaration expressing concern over the blurring of lines between gambling and video game products, including social casino-themed gaming.

The regulators committed to work together to analyze the characteristics of video games and social gaming, and to engage in an informed dialogue with the video game and social gaming industries to ensure the appropriate and efficient implementation of applicable laws and regulations.

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Many other similar cases have been filed in the United States related to allegations regarding legality of loot boxes and purported gambling within video games products.

For example, since 2020, there have been many cases filed against social casino game developers, or our third-party platform providers, alleging that social casino games violate various state’s gambling laws, including cases in California, Washington, Mississippi, Alabama, Connecticut, Georgia, New York, Tennessee, Kentucky, Ohio and New Mexico.

More recently, in August 2024, a class action complaint was filed in the State of Washington against Dream Games, the developer of the mobile game “Royal Match”, alleging that its game violates Washington State gambling laws and consumer protection laws.

For example, since 2020, there have been many cases filed against social casino-themed game developers, or our third-party platform providers, alleging that social casino-themed games violate various state’s gambling laws, including cases in California, Washington, Mississippi, Alabama, Connecticut, Georgia, New York, Tennessee, Kentucky, Ohio and New Mexico.

In August 2024, a class action complaint was filed in the State of Washington against Dream Games, the developer of the mobile game “Royal Match”, alleging that its game violates Washington State gambling laws and consumer protection laws.

Generally, in the past, illegal gambling lawsuits in the games industry have focused on certain genres such as slots, poker, bingo, and card games.

The inclusion of a “Match 3” puzzle game such as “Royal Match” in these legal actions represents an expansion of these types of cases and, if this expansion continues, could materially adversely impact our casual games and our results of operations.

The inclusion of a “Match 3” puzzle game such as “Royal Match” in these legal actions represented an expansion of these types of cases.

In December 2025, a similar class action complaint was filed in the State of Washington against SuperPlay Ltd.

alleging that Dice Dreams , a “Luck Battle” game, violates Washington State gambling laws and consumer protection laws.

If the expansion of these types of cases beyond social casino-themed games and broadly into casual games continues, it could materially adversely impact our casual games and our results of operations.

See “ —Legal proceedings may materially adversely affect our business and our results of operations, cash flows and financial condition ” and “ Business—Legal Proceedings .”.

We cannot predict the likelihood, timing, scope or terms of any actions taken by any regulatory body, nor can we predict the outcome of any litigation arising, as a result of any such action.

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These concerns include:

(i) whether social casino games may be shown to serve as a gateway for adolescents to real money gambling;

(ii) methods to limit the ability of children to make in-game purchases, and (iii) a concern that mobile game companies are using big data and advanced technology to predict and target “vulnerable” users who may spend significant time and money on mobile games in lieu of other activities.

(i) whether social casino-themed games may be shown to serve as a gateway for adolescents to real money gambling;

significant time and money on mobile games in lieu of other activities.

This has resulted in governmental action against another gaming company.

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We cannot predict the likelihood, timing or scope of any of these concerns reaching a level that will impact our business, or whether we would suffer any adverse impacts to our results of operations, cash flows and financial condition.

Additionally, new laws and regulations, or new interpretations or applications of existing laws and regulations in a manner inconsistent with our practices, have restricted, and may continue to restrict, our games, limit our ability to pursue certain business models, require us to incur substantial costs, expose us to civil or criminal liability, or cause us to change our business practices.

These laws and regulations are evolving and involve matters relating to our business, including, among others, online safety regulations such as the EU Digital Services Act, requiring a yearly transparency report, the UK Online Safety Act, requiring all in scope services to complete, at least once a year, a number of risk assessments, and the Australia Online Safety Act, competition laws such as the EU Digital Markets Act, consumer protection laws such as Australia’s Guidelines for the Classification of Computer Games 2023, the EU’s New Deal for Consumers, EU’s Digital Fairness Act, advertising laws such as the UK’s CAP Code and whistleblowing laws, such as the EU Whistleblower Directive, and

artificial intelligence regulations such as the EU Artificial Intelligence Act and the U.S.

Executive Order on the Safe, Secure, and Trustworthy Development and Use of Artificial Intelligence, which could result in monetary penalties and create a range of new compliance obligations.

Additionally, new laws and regulations, or new interpretations or applications of existing laws and regulations in a manner inconsistent with our practices, have restricted, and may continue to restrict, our games, limit our ability to pursue certain business models or AI-enabled functionalities, require us to incur substantial costs, expose us to civil or criminal liability, or cause us to change our business practices.

These laws and regulations are evolving and involve matters relating to our business, including, among others, online safety regulations such as the EU Digital Services Act, requiring a yearly transparency report, the UK Online Safety Act, requiring all in scope services to complete, at least once a year, a number of risk assessments, and the Australia Online Safety Act, competition laws such as the EU Digital Markets Act, consumer protection laws such as Australia’s Guidelines for the Classification of Computer Games 2023, the EU’s New Deal for Consumers, EU’s Digital Fairness Act, advertising laws such as the UK’s CAP Code, whistleblowing laws, such as the EU Whistleblower Directive, and artificial intelligence regulations such as the EU Artificial Intelligence Act and various U.S.

state-level legislation, which could result in monetary penalties and create a range of new compliance obligations.

Legal and regulatory restrictions on the use of incentivized marketing may negatively impact our business or results of operations.

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Incentivized marketing offers generally involve third-party marketing companies promoting mobile games and offering an incentive to the players, such as gift cards or real money or in-app currency, for certain actions, such as downloading a game, completing consumer surveys or reaching certain milestones in a game.

We have recently increased the use of incentivized marketing and, in 2024, this channel accounted for over fifty percent of the user acquisition activity within certain of our games.

We have incorporated the use of incentivized marketing and, in 2024, this channel accounted for over fifty percent of the user acquisition activity within certain of our games.

Incentivized marketing is also used heavily by our recently acquired subsidiary, SuperPlay Ltd.

While we believe our use of incentivized marketing to be a legally permissible promotional activity, if the use of incentivized marketing were deemed to affect the legality of our games, we may be required to restructure our marketing activities in a manner that could impair our revenues or reduce the effectiveness of our marketing expenses.

While we believe our use of incentivized marketing to be a legally permissible promotional activity, there are increasing legal requirements and restrictions relating to such and if the use of incentivized marketing were deemed to affect the legality of our games, we may be required to restructure our marketing activities in a manner that could impair our revenues or reduce the effectiveness of our marketing expenses.

We may also be subject to enforcement actions by federal or state regulators, as well as private litigation, which could materially affect our business and results of operations.

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For example, plaintiffs in several U.S.

states have previously sued Apple and/or Google alleging that the platforms violated state gambling laws by allowing the plaintiffs to download and play social casino games, including certain of our social casino games.

The issue continues to be litigated and these lawsuits, or similar suits in the future, could cause Google, Apple, or other third-party platform providers to deny our social casino games access to their platforms or the platforms could seek to pass on liability, including defense costs, for these suits to us under the indemnity provisions in our agreements with such platforms, which could have a material adverse effect on our results of operations, cash flows, or financial condition.

states have previously sued Apple and/or Google alleging that the platforms violated state gambling laws by allowing the plaintiffs to download and play social casino-themed games, including certain of our social casino-themed games.

The issue continues to be litigated and these lawsuits, or similar suits in the future, could cause Google, Apple, or other third-party platform providers to deny our slot, bingo and poker themed games access to their platforms or the platforms

could seek to pass on liability, including defense costs, for these suits to us under the indemnity provisions in our agreements with such platforms, which could have a material adverse effect on our results of operations, cash flows, or financial condition.

Additional legal proceedings targeting our games and claiming violations of state, federal or foreign laws could occur, based on the unique and particular laws of each jurisdiction, particularly as litigation claims and regulations continue to evolve.

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Our ability to retain paying players depends on our success in these geographies, and if we were to lose access to these markets or experience a decline in players in these geographies for any reason, it would have a material adverse effect on our business, financial condition and results of operations.

For example, the pending lawsuit involving the Attorney General of the State of Washington seeks, among other things, to prevent our social casino-themed and bingo-themed games from being available to play in the State of Washington and if we are unable to successfully defend against this action we could lose access to the State of Washington for certain of our games.

If general economic conditions decline, demand for our games could decline.

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Additionally, disposable income available for discretionary spending may be reduced by unemployment, higher housing, energy, interest, or other costs, or where the actual or perceived wealth of customers has decreased because of circumstances such as lower residential real estate values, increased foreclosure rates, inflation, increased tax rates, or other economic disruptions.

Moreover, during periods of increased inflation, such as the one that began in mid-2021, rising costs for essentials like gasoline, home heating and cooling fuels, housing and groceries, are likely to reduce household spending on the types of discretionary entertainment we offer and may limit our ability to forecast future demand for our games.

Moreover, during periods of increased inflation, such as the period between 2021 and 2023 in the United States, rising costs for essentials like gasoline, home heating and cooling fuels, housing and groceries, are likely to reduce household spending on the types of discretionary entertainment we offer and may limit our ability to forecast future demand for our games.

Any prolonged or significant decrease in consumer spending on entertainment activities could result in reduced play levels and decreased spending on our games, and could adversely impact our results of operations, cash flows and financial condition.

The Company’s total revenues declined by 0.7% during 2024, with revenues from our social casino games portfolio declining by 5.6%.

In particular, total revenues from Slotomania declined by 9.5% during 2024 which we believe to have underperformed other top social casino games over the same period.

If the larger mobile games industry or other subsets of that industry in which we operate, such as social casino games, decline or continue to decline and our revenues decline or continue to decline faster than the industry, it could have a material adverse effect on our business, financial condition and results of operations.

The Company’s total revenues increased by 8.1% during 2025, with revenues from our social casino-themed games portfolio declining by 23.2%.

In particular, total revenues from Slotomania declined by 35.7% during 2025 which we believe to have underperformed other top social casino-themed games over the same period.

If the larger mobile games industry or other subsets of that industry in which we operate, such as social casino-themed games, decline or continue to decline and our revenues decline or continue to decline faster than the industry, it could have a material adverse effect on our business, financial condition and results of operations.

Our systems and operations are vulnerable to damage or interruption from natural disasters, power losses, telecommunications failures, cyber-attacks, terrorist attacks, acts of war, human errors, break-ins and similar events.

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For example, we previously maintained offices in Crimea, but were forced to close and relocate our personnel in Crimea as a result of Crimea’s annexation by Russia in 2014.

In addition, we previously maintained a development center in Belarus but decided to close and relocate our personnel in Belarus due to the challenging operating environment caused by sanctions and export controls that resulted from the Russian invasion of Ukraine in 2022.

that resulted from the Russian invasion of Ukraine in 2022.

Additionally, our primary offices are located in Israel and we have a large office in Ukraine, and are therefore subject to a heightened risk of military and political instability.

For more information on risks related to our operations in Israel, see “ —We have offices and other significant operations located in Israel, and, therefore, our results may be adversely affected by political, economic and military instability in Israel, including the ongoing war in Israel .” For more information on risks related to our operations in Ukraine, see “ —Our operations may be adversely affected by ongoing developments in Belarus, Ukraine, Georgia or Romania .”

In the occurrence of a catastrophic event, including a global pandemic like the COVID-19 pandemic or the consequences of climate change, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in application development, lengthy interruptions in our services, breaches of data security and loss of critical data, such as player, customer and billing data as well as intellectual property rights, software versions or other relevant data regarding operations, and there can be no assurances that our insurance policies will be sufficient to compensate us for any resulting losses, which could have a material adverse effect on our business, financial condition and results of operations.

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Such employees, particularly game designers, engineers and project managers with desirable skill sets are in high demand, and we devote significant resources to identifying, hiring, training, successfully integrating and retaining these employees.

We have historically hired a number of key personnel through acquisitions, and as

competition with several other game companies increases, we may incur significant expenses in continuing this practice.

We have historically hired a number of key personnel through acquisitions, and as competition with several other game companies increases, we may incur significant expenses in continuing this practice.

The loss of employees or the inability to hire additional skilled employees as necessary could result in significant disruptions to our business, and the integration of replacement personnel could be time-consuming and expensive and cause additional disruptions to our business.

In addition, the Company has experienced several rounds of layoffs in the recent past which could negatively affect its reputation and its ability to recruit new employees in the future.

In addition, the Company has experienced several rounds of layoffs in the recent past, highlighted by the significant reduction in workforce that was announced in January 2026, which could negatively affect its reputation and its ability to recruit new employees in the future.

Any future layoffs could similarly harm the Company’s reputation and hinder its recruitment efforts.

Layoffs could also result in a significant loss of institutional knowledge and operational capacity potentially harming the Company’s ability to execute against its strategic initiatives.

For example, the most recently announced reduction in workforce was part of a larger adjustment to the Company’s cost structure and reallocation of resources within its portfolio of games.

While the Company expects to reinvest a portion of the resulting expense reductions to advance growth initiatives, the reduction in employees is also expected to result in reductions in new feature development and promotion activity and delays in feature launches in various studios.

We are highly dependent on the continued services and performance of our key personnel, including, in particular Robert Antokol, our co-founder, Chief Executive Officer and Chairperson of our board of directors, and our other executive officers and senior management team.

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Antokol or any other executive officer or member of our senior management team.

In May 2024, as part of a restructuring of the Company’s management structure, we eliminated the chief revenue officer and chief operating officer positions and replaced our chief technology officer.

Although these changes were made to improve the Company’s performance, it is possible that the change to the makeup of the management team and the loss of three individuals with long tenures at the Company could have a material adverse effect on our business, financial condition and results of operations.

In addition, our games are created, developed, enhanced and supported in our in-house game studios.

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We cannot guarantee we can consistently attract the necessary personnel to maintain our competitive position.

In particular, we expect to face significant competition from other companies in hiring such personnel, which may force us to seek and recruit well-qualified staff in multiple international jurisdictions.

In particular, we expect to face significant competition from other companies in hiring

such personnel, which may force us to seek and recruit well-qualified staff in multiple international jurisdictions.

Furthermore, our competitors may lure away our existing personnel by offering them employment terms that our personnel view as more favorable.

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In addition, limitations or errors with respect to how we measure data (or how third parties present that data to us) may affect our understanding of certain details of our business, which could affect our long-term strategies.

We also may not have access to comparable quality data for games we acquire with respect to periods before integration, which may

impact our ability to rely on such data.

We also may not have access to comparable quality data for games we acquire with respect to periods before integration, which may impact our ability to rely on such data.

Furthermore, such limitations or errors could cause players, analysts or business partners to view our performance metrics as unreliable or inaccurate.

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Our revenue growth rate and financial performance in prior periods may not be indicative of future performance, and our revenue growth rates may decline or our revenue may decline in the future compared to prior periods.

Although we experienced strong growth in prior years, our growth rate moderated in 2022 and our revenue has experienced declines in recent years, with total revenues down 1.9% year-over-year in 2023 and down 0.7% year-over-year in 2024.

Although we experienced strong growth in our first year as a public company, our growth rate moderated in 2022 and our revenue has experienced fluctuations in recent years, with total revenues increasing 8.1% year-over-year in 2025, decreasing 0.7% year-over-year in 2024 and decreasing 1.9% year-over-year in 2023.

As we continue to operate and work to grow our business, our revenue growth rates may decline or our revenue may decline compared to prior fiscal years due to a number of reasons, which may include a decrease in the growth of our overall market or market saturation, slowing demand for our games, our inability to continue to acquire games or game studios, and our inability to capitalize on growth opportunities.

In addition, our growth rates may experience increased volatility due to global societal and economic disruption, such as those related to global conflicts or public health crises such as the COVID-19 pandemic and related government responses thereto.

In addition, our growth rates may experience increased volatility due to global societal and economic disruption, such as those related to global conflicts.

Our business may suffer if we do not successfully manage our future growth.

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Failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our results of operations or cause us to fail to meet our reporting obligations.

If we or our independent registered public accounting firm discover a material weakness in our internal control, the disclosure of that fact, even if quickly remedied, could reduce the market’s confidence in our financial statements and harm our stock price.

If we or our independent registered public accounting firm

discover a material weakness in our internal control, the disclosure of that fact, even if quickly remedied, could reduce the market’s confidence in our financial statements and harm our stock price.

In addition, a delay in compliance with Section 404 could subject us to a variety of administrative sanctions, including ineligibility for short form resale registration, action by the SEC, the suspension or delisting of our common stock from and the inability of registered broker-dealers to make a market in our common stock, which would further reduce our stock price and could harm our business.

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Based on our current plans and market conditions, we believe that cash flows generated from our operations, together with the cash on our balance sheet and the borrowing capacity under our Revolving Credit Facility, will be sufficient to satisfy our anticipated cash requirements in the ordinary course of business for the foreseeable future.

It is important to note, however, that our Revolving Credit Facility expires in March 2026 and, if we are unable to refinance or extend our Revolving Credit Facility, it is possible that we will not have adequate cash to make the earnout payments from the acquisition of SuperPlay Ltd., particularly if the earnout payments dramatically exceed our estimates of the earnout payments.

It is important to note, however, that our Revolving Credit Facility expires in March 2027 and, if we are unable to refinance or extend our Revolving Credit Facility, it is possible that we will not have adequate cash to make the earnout payments from the acquisition of SuperPlay Ltd., particularly if the earnout payments exceed our estimates.

We also intend to continue to make significant investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new games and features or enhance our existing games, improve our operating infrastructure or acquire complementary businesses, personnel and technologies, or if we decide to return free cash flow to shareholders as we did, for example, through the $600 million self-tender in the fall of 2022, through the payment of dividends or through the repurchase of our stock.

Accordingly, we may need to engage in equity or debt financings in addition to our Revolving Credit Facility to secure additional funds.

If we raise additional funds through future issuances of

equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock.

If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock.

Any debt financing we secure in the future could include restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions.

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In June 2024, our general liability carrier declined to renew our policy due to cited industry concerns.

Although we were able to obtain replacement coverage on comparable terms, it is possible that additional insurance carriers would decide not to insure mobile games companies or significantly increase the costs for insurance to companies in our business

Such losses could adversely affect our business prospects, results of operations, cash flows and financial condition.

Although we were able to obtain replacement coverage on comparable terms, it is possible that additional insurance carriers decide not to insure mobile games companies or significantly increase the costs for insurance to companies in our business.

Changes in tax laws, tax rates or tax rulings, or the examination of our tax positions, could materially affect our financial condition, effective tax rate, future profitability and results of operations.

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However, the tax benefits that we take advantage of could be undermined due to changing tax laws, both in the United States and in other applicable jurisdictions, including Israel.

In addition, the taxing authorities in the United States and other jurisdictions where we do business regularly examine income and other tax returns and we expect that they may examine our income and other tax returns.

In addition, the taxing authorities in the United States and other jurisdictions where we do business regularly examine income and other tax returns and we are currently under exam in several jurisdictions, including the United States and Israel.

We expect that tax authorities may continue to examine our income and other tax returns in the future.

The ultimate outcome of these examinations cannot be predicted with certainty.

We believe that our Israeli subsidiaries are eligible for certain tax benefits provided to a Preferred Technology Enterprise (PTE) under the Israeli Law for the Encouragement of Capital Investments, 1959, or the Investment Law, including, inter alia, a reduced corporate tax rate on Israeli preferred technology taxable income, as defined in the Investment Law and its regulations.

In order to remain eligible for the tax benefits under the PTE regime, our Israeli subsidiaries must continue to meet certain conditions stipulated in the Investment Law and its regulations, as amended.

We believe that our Israeli subsidiaries are eligible for certain tax benefits provided to a Preferred Technology Enterprise (PTE) or Special Preferred Technology Enterprise (SPTE) under the Israeli Law for the Encouragement of Capital

Investments, 1959, or the Investment Law, including, inter alia, a reduced corporate tax rate on Israeli preferred technology taxable income, as defined in the Investment Law and its regulations.

In order to remain eligible for the tax benefits under the PTE/SPTE regime, our Israeli subsidiaries must continue to meet certain conditions stipulated in the Investment Law and its regulations, as amended.

If our Israeli subsidiaries were to fail to continue to meet such conditions, then our Israeli subsidiaries would not be eligible for such tax benefits and our Israeli taxable income would be subject to regular Israeli corporate tax rates.

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As a result, cash required for payments of income taxes, interest and penalties could be material in the period in which such determination is made.

In addition, if such tax positions are not fully sustained, it could have an impact on our ability to take advantage of certain tax benefits associated with the PTE regime in the future.

We are currently disputing warrants issued from the Israel Tax Authority with respect to tax year 2017 and assessments issued from the Israel Tax Authority with respect to tax year 2018 relating to the PTE regime.

In addition, the Israel Tax Authority is currently examining tax years 2019 through 2021.

We are also currently disputing a $3.6 million deficit notice relating to the purchase of a private aircraft we received from the Israel Airports Authority.

See “ Business—Legal Proceedings .” We are

unable to predict the ultimate outcome of resolution of these disputes, and it is possible that they could have a material effect on our effective tax rate, financial condition, results of operations and cash flows in future periods.

In addition, if such tax positions are not fully sustained, it could have an impact on our ability to take advantage of certain tax benefits associated with the PTE/SPTE regime in the future.

We are currently disputing warrants issued from the Israel Tax Authority with respect to tax years 2017-2021.

See “ Business—Legal Proceedings .” We are unable to predict the ultimate outcome of resolution of these disputes, and it is possible that they could have a material effect on our effective tax rate, financial condition, results of operations and cash flows in future periods.

Our effective tax rate for 2025 was (19.3)% compared with 42.2% for 2024.

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The Company has gross unrecognized tax benefit liabilities and gross offsetting tax benefits in multiple jurisdictions associated with potential transfer pricing adjustments.

It is possible that certain taxing authorities could examine the Company’s historical transfer pricing methodologies and propose an adjustment that would result in additional tax expense.

It is possible that certain taxing authorities could examine the Company’s operating structure, including any operational shifts between jurisdictions, and the Company’s historical transfer pricing methodologies and propose an adjustment that would result in additional tax expense.

While tax treaties exist between various countries that reduce the risk of double taxation, in the event of an examination targeting our transfer pricing methodologies, there is a risk that the negotiation between these respective countries’ taxing authorities does not align with the Company’s expectation, therefore resulting in more net tax expense than what is estimated.

While we believe that our reserves are adequate to cover reasonably expected tax risks, there can be no assurance that, in all instances, an issue raised by a tax authority will be resolved at a financial cost that does not exceed our related reserve and such resolution could have a material effect on our effective tax rate, financial condition, results of operations and cash flows in future periods.

Operational shifts to Israel could trigger tax liabilities that materially affect our financial condition and results of operations.

As part of our business operations, we may from time-to-time shift some of our oversight functions from other countries to Israel.

For example, we gradually transferred certain oversight functions from Finland to Israel after our acquisition of the Seriously studio.

This operational change may be considered a deemed transfer of assets under the Finnish tax regulations and may trigger unexpected tax liabilities.

As a result, the Seriously studio assets were ultimately sold to Playtika Ltd., our subsidiary in Israel.

Additionally, in February 2024 the Finnish Tax authorities have initiated a transfer pricing audit of our business.

The outcome of this audit is uncertain and may result in additional tax assessments, penalties, or interest, which may have a material adverse effect on our financial condition and results of operations.

If we continue to make similar operational shifts in the future, we may face comparable risks, potentially leading to further tax liabilities that could adversely impact our financial condition and results of operations.

Global tax reform initiatives that impose a global tax on multinational enterprises, could materially affect our financial condition, effective tax rate, long-term tax planning, future profitability and results of operations.

Over the last several years, the Organization for Economic Cooperation and Development (“OECD”) has been working on a Base Erosion and Profits Shifting Project that would change various aspects of the existing framework under which our tax obligations are determined in many of the countries in which we do business.

In October 2021, the OECD/G20 inclusive framework on Base Erosion and Profit Shifting published a statement updating and finalizing the key components of a two-pillar plan on global tax reform which has now been agreed upon by the majority of OECD members.

The Pillar One framework allows countries to reallocate a portion of residual profits earned by multinational enterprises (“MNEs”), with an annual global turnover exceeding €20 billion and a profit margin over 10%, to other market jurisdictions.

The Pillar Two Global Anti-Base Erosion (“GLOBE”) framework generally requires MNEs with an annual global turnover exceeding €750 million to pay a global minimum tax of 15%.

The GLOBE framework applies through an income inclusion rule (“IIR”) and an undertaxed payments rule (“UTPR”) that work together to ensure a minimum level of tax in each jurisdiction in which a MNE operates.

However, Transitional Country-by-Country Reporting (“CBCR”) Safe Harbor rules effective for years 2024-2026 were additionally implemented to limit the full application of the GLOBE framework if certain CBCR Safe

Harbor thresholds are met.

Further, countries can enact their own qualified domestic minimum top up tax (“QDMTT”) in order to limit the application of an IIR or UTPR to their domestic income.

IIRs and QDMTTs are effective for the Company beginning in 2024 in some, but not all, of the jurisdictions in which the Company operates.

The UTPR is expected to be effective for the Company beginning in 2025, which could subject the Company’s worldwide profits to a minimum level of tax regardless of whether the country in which the Company earned the income has adopted the GLOBE rules.

The European Union (EU) Member States and the UK have enacted legislation to implement the EU's Pillar Two Directive.

The EU and UK effective dates are January 1, 2024 and January 1, 2025, for the IIR and UTPR regimes, respectively.

A significant number of other countries, including Israel, are expected to also implement similar legislation with varying effective dates in the future.

The Company continues to evaluate the potential impact on future periods of the Pillar Two Framework, including evaluating OECD guidance related to the GLOBE rules and pending legislative adoption by additional countries as the impact of the framework is dependent on the extent of which jurisdictions adopt and when, and the resulting inter-jurisdictional interplay.

At this time, we are unable to predict if and how these legislative changes will be enacted into law, and it is possible that they could have a material effect on our corporate tax liability and our global effective tax rate.

Tax law changes on R&D expenses could have a material impact on our financial condition, results of operations and cash flows in future periods.

Effective January 1, 2022, pursuant to the Tax Cuts and Jobs Act of 2017, R&D expenses are required to be capitalized and amortized for tax purposes, which has delayed the deductibility of these expenses and increased the amount of cash taxes we paid during the years ended December 31, 2024, 2023, and 2022.

We expect to recover these expenses in subsequent years such that the increased cash outlay is temporary.

In the future, among other things, Congress may consider legislation that would defer the capitalization requirement to later years or eliminate the capitalization requirement, possibly with retroactive effect, and/or the IRS may issue guidance on the currently enacted tax law which differs from our interpretation.

It is possible that the enactment of new legislation and/or issuance of IRS guidance could have a material effect on our financial condition, results of operations and cash flows.

Over the past several years, the Organization for Economic Co-operation and Development (“OECD”) has led the Base Erosion and Profit Shifting (“BEPS”) Project, aimed at fundamentally reforming aspects of the international corporate tax framework applicable to multinational enterprise (“MNE”) groups.

In October 2021, the OECD/G20 Inclusive Framework on BEPS released an agreed statement setting out the key design elements of a two-pillar solution to address the tax challenges arising from the digitalization and globalization of the economy.

Pillar One is intended to reallocate a portion of residual profits of the largest and most profitable MNEs—generally those with annual global revenue exceeding €20 billion and profitability above a 10% margin—to market jurisdictions, irrespective of physical presence.

Pillar Two, implemented through the Global Anti-Base Erosion (“GloBE”) Rules, introduces a global minimum effective tax rate of 15% for MNE groups with consolidated annual revenue of at least €750 million.

The GloBE Rules operate primarily through the Income Inclusion Rule (“IIR”) and the Undertaxed Profits Rule (“UTPR”), which together are designed to ensure that low-taxed income is subject to a minimum level of taxation on a jurisdictional basis.

In addition, jurisdictions may introduce a Qualified Domestic Minimum Top-Up Tax (“QDMTT”) to impose top-up tax locally and thereby reduce or eliminate the application of foreign IIRs or UTPRs with respect to domestic profits.

As of 2025, various IIRs, UTPRs and QDMTTs are effective or expected to become effective in certain, but not all, of the jurisdictions in which the Company operates, including Israel, where a QDMTT was enacted with effect for fiscal years beginning on or after January 1, 2026.

The Company continues to assess the potential impact of the Pillar Two framework on future reporting periods, taking into account ongoing OECD guidance, jurisdiction-specific legislative developments, and the interaction between domestic minimum taxes and foreign top-up tax rules.

The ultimate impact of Pillar Two will depend on the scope, timing and manner of adoption across relevant jurisdictions.

Accordingly, the Company cannot at this stage reliably predict the full effect of these developments, which may have a material impact on its corporate income tax expense and global effective tax rate in future periods.

We could be required to collect additional sales taxes or be subject to other tax liabilities on past sales.

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A successful assertion by one or more taxing jurisdictions requiring us to collect taxes where we presently do not do so, or to collect more taxes in jurisdictions in which we currently collect some taxes, could result in substantial liabilities, including taxes on past sales, as well as interest and penalties, and could create significant administrative burdens for us or otherwise harm our business.

If certain U.S.

federal income tax rules under Section 7874 of the Internal Revenue Code apply to us, such rules could result in adverse U.S.

federal income tax consequences.

Generally, Section 7874 of the U.S.

Internal Revenue Code of 1986, as amended, or the Code, will apply if (i) a foreign corporation (or pursuant to a plan or a series of related transactions, two or more foreign corporations in the aggregate) directly or indirectly acquires, within the meaning of Section 7874 of the Code, substantially all of the properties of a U.S.

corporation, (ii) the former stockholders of the acquired U.S.

corporation hold, by vote or value, at least 60% of the shares of the foreign acquiring corporation after the acquisition by reason of holding shares in the United States acquired corporation and (iii) the foreign corporation’s “expanded affiliated group” does not have substantial business activities in the foreign corporation’s country of tax residency relative to such expanded affiliated group’s worldwide activities.

If Section 7874 of the Code were to apply to such acquired U.S.

corporation, then it would be treated as an “expatriated entity” for the purposes of these rules.

As a consequence, Section 7874 of the Code would limit the ability of such acquired U.S.

corporation and its U.S.

affiliates to use U.S.

federal income tax attributes (including net operating losses and certain tax credits) to offset U.S.

taxable income resulting from certain transactions, as well as result in certain other potentially adverse tax consequences.

We and our affiliates have engaged in certain transactions involving transfers of property and shares to foreign corporations prior to our initial public offering in January 2021, or the Pre-IPO Transactions.

Depending upon various factual and legal issues concerning the Pre-IPO Transactions and our initial public offering, as well as subsequent sales of shares by our existing stockholders, Section 7874 of the Code may apply to cause us to be an “expatriated entity” for U.S.

federal income tax purposes.

If we were treated as an expatriated entity, there could be significant adverse tax consequences to us.

The rules under Section 7874 of the Code are complex and subject to detailed regulations (the application of which is uncertain in various respects and would be impacted by changes in such U.S.

Treasury regulations with possible retroactive effect) and factual uncertainties.

Accordingly, there can be no assurance that the IRS will not assert that Section 7874 of the Code applies to us or that such assertion would not be sustained by a court.

We may be limited in our ability to utilize, or may not be able to utilize, net operating loss carryforwards to reduce our future tax liability.

As of December 31, 2024, we have net operating loss carryforwards in certain jurisdictions, including Israel, Finland, and the U.S of $293.2 million, $40.5 million, and $8.4 million, respectively.

The net operating losses in Israel and the U.S.

are carried forward indefinitely.

As of December 31, 2024, we have net operating loss carryforwards in certain jurisdictions, including Israel and Finland of $258.9 million and $43.8 million, respectively.

The net operating losses in Israel are carried forward indefinitely.

The net operating losses in Finland expire from 2031 through 2035.

We believe it is more likely than not that the benefit from certain net operating loss carryforwards will not be realized and as such, we have provided a valuation allowance on $123.8 million of net operating losses.

If we are unable to utilize our net operating loss carryforwards to realize the benefit at the currently valued benefit amount it could increase our effective tax rate and cash tax payments and adversely affect our cash flows.

We are a “controlled company” under the corporate governance rules of Nasdaq and, as a result, qualify for, and may rely on, exemptions from certain corporate governance requirements.

If we rely on the exemptions available to a “controlled company” you will not have the same protections afforded to stockholders of companies that are subject to such corporate governance requirements.

If we rely on the exemptions available to a

“controlled company” you will not have the same protections afforded to stockholders of companies that are subject to such corporate governance requirements.

Our controlling stockholder, Playtika Holding UK, which is, in turn, indirectly controlled by Yuzhu Shi and his affiliates, continues to control a majority of our outstanding common stock.

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A significant portion of our operations are outside of the United States, including our principal executive offices in Israel and a large development center in Ukraine.

We also operated a development center in Belarus which we recently decided to close and relocate our personnel due to the challenging operating environment caused by sanctions and export controls that resulted from the Russian invasion of Ukraine in 2022.

In addition, we generate a significant portion of our revenues from operations outside of the United States.

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Additionally, while we maintain offices in the United States, most of our senior management and employees are located in our international offices, including our offices in Israel, Ukraine and Romania, which subject us to added business, political and economic risks.

As of December 31, 2024, we had operations in Austria, Finland, Georgia, Germany, India, Israel, Netherlands, Poland, Romania, Spain, Ukraine, the United Kingdom and the United States.

As of December 31, 2025, we had operations in Austria, Finland, Georgia, Germany, India, Israel, Netherlands, Poland, Romania, Spain, Switzerland, Ukraine, the United Kingdom and the United States.

We have in the past and may continue to experience disruption as a result of catastrophic events in the countries in which we operate.

For example, in addition to the recent closure of our development center in Belarus, we previously maintained a small office in Crimea, which we were forced to close and relocate as a result of Crimea’s annexation by Russia in 2014.

For more information on risks related to our operations in Israel, see “ —We have offices and other significant operations located in Israel, and, therefore, our results may be adversely affected by political, economic and military instability in Israel, including the ongoing war in Israel .” For more information on risks related to our operations in Belarus, Ukraine, Georgia and Romania, see “ —Our operations may be adversely affected by ongoing developments in Belarus, Ukraine, Georgia or Romania .”

We have offices and other significant operations located in Israel, and, therefore, our results may be adversely affected by political, economic and military instability in Israel, including the ongoing war in Israel.

For example, in addition to the closure of our development center in Belarus in late 2024, we previously maintained a small office in Crimea, which we were forced to close and relocate as a result of Crimea’s annexation by Russia in 2014.

For more information on risks related to our operations in Israel, see “ —We have offices and other significant operations located in Israel, and, therefore, our results may be adversely affected by political, economic and military instability in Israel, including the ongoing war in Israel .” For more information on risks related to our operations in Ukraine, Georgia, Romania and Poland, see “ —Our operations may be adversely affected by ongoing developments in Ukraine, Georgia, Romania or Poland .”

While we maintain offices in the United States, we maintain offices and conduct significant operations in Israel, and most of our senior management is based in Israel.

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Accordingly, political, economic and military conditions in Israel directly affect our business.

For example, prior to the Hamas attack in October 2023, the political situation in Israel was marked by a judicial reform initiated by the ruling parties attempting to implement laws that essentially allow the parliament to enact laws that are preemptively immune to judicial review.

The remaining uncertainty surrounding these proposed changes has created a volatile environment which could adversely affect our business and results of operations.

In addition, any hostilities involving Israel or the interruption or curtailment of trade between Israel and its trading partners could adversely affect our business and results of operations.

Any hostilities involving Israel or the interruption or curtailment of trade between Israel and its trading partners could adversely affect our business and results of operations.

Since the establishment of the State of Israel, a number of armed conflicts have taken place between Israel and its neighboring countries, as well as terrorist acts committed within Israel by hostile elements.

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Our commercial insurance does not cover losses that may occur as a result of an event associated with the security situation in the Middle East, with limited exceptions.

Although the Israeli government has in the past covered the reinstatement value of certain damages that were caused by terrorist attacks or acts of war, we cannot assure you that this government coverage will be maintained or, if maintained, will be sufficient to compensate us fully for damages incurred.

Although the Israeli government has in the past covered the reinstatement value of certain damages that were caused by terrorist attacks

or acts of war, we cannot assure you that this government coverage will be maintained or, if maintained, will be sufficient to compensate us fully for damages incurred.

Any losses or damages incurred by us could cause a significant disruption in our employees’ lives and possibly put their lives at risk, which would have a material adverse effect on our business.

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A campaign of boycotts, divestment and sanctions has been undertaken against Israel, which could also adversely impact our business.

On October 7, 2023, the State of Israel was attacked by Hamas, a group designated as a terrorist organization by the United States, and the State of Israel subsequently declared war on Hamas.

On October 7, 2023, the State of Israel was attacked by Hamas, and the State of Israel subsequently declared war on Hamas.

Since that time, Israel has been engaged in a multi-front armed conflict with combatants located in Gaza, the West Bank, Syria, Iran, Lebanon and Yemen.

While Israel and Hamas agreed to a 42-day ceasefire on January 17, 2025, its continuation remains uncertain, and war may resume.

A separate ceasefire between Israel and Lebanon was reached on November 27, 2024.

However, the situation in the region remains volatile and the possibility of renewed conflicts persist.

We cannot predict the outcome of developments in the war in Israel or the reaction to such developments by other countries or international authorities particularly as the conflict has triggered diplomatic rifts and protests around the world.

An escalation or continuation of the conflict could result in additional military

reserve duty call-ups, damage to infrastructure in Israel and other ramifications that could have a material adverse effect on our operations.

In early 2025, Iran’s direct involvement in the regional conflict escalated dramatically, culminating in direct military exchanges and an open war with Israel.

Israel and Iran agreed to a ceasefire on June 24, 2025.

Israel and Hamas agreed to a temporary ceasefire in October 2025.

Both sides continue to face international pressure to uphold the agreement, with ongoing diplomatic efforts aimed at preserving the fragile truce.

While this prolonged state of regional warfare has not had a direct material financial impact on the Company as of the date of this filing, the Company’s headquarters are located in Israel, and as of December 31, 2025, the Company employs approximately 1,000 professionals in Israel, including the majority of the Company’s senior leadership team.

The Company continues to actively monitor the developments in this geographic region.

It may be difficult to enforce a judgment of a U.S.

court against us and our officers and directors, to assert U.S.

securities laws claims in Israel or to serve process on our officers and directors.

court against us and our officers and directors, to assert legal claims in Israel or to serve process on our officers and directors.

We maintain offices in Israel and many of our employees and officers and directors are residents of Israel.

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Additionally, a number of our directors are residents of China.

Therefore, a judgment obtained against us, or any of these persons, including a judgment based on the civil liability provisions of the U.S.

federal securities laws, may not be collectible in the United States and may not necessarily be enforced by an Israeli or Chinese court.

Therefore, a judgment obtained against us, or any of these persons, may not be collectible in the United States and may not necessarily be enforced by an Israeli or Chinese court.

It also may be difficult to affect service of process on these persons in the United States or to assert U.S.

securities law claims in original actions instituted in Israel or China, as applicable.

law claims in original actions instituted in Israel or China, as applicable.

Additionally, it may be difficult for an investor, or any other person or entity, to initiate an action with respect to U.S.

securities laws in Israel, as applicable.

laws in Israel, as applicable.

Israeli or Chinese courts may refuse to hear a claim based on an alleged violation of U.S.

securities laws reasoning that Israel or China, as applicable, is not the most appropriate forum in which to bring such a claim.

laws reasoning that Israel or China, as applicable, is not the most appropriate forum in which to bring such a claim.

In addition, even if an Israeli or Chinese court agrees to hear a claim, it may determine that Israeli or Chinese law and not U.S.

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states in which we operate, including California, which may create similar risks of competition.

Two of our executive officers, including our President and Chief Financial Officer, are located in California.

Our non-competition agreements with such officers expired at the end of 2024 and we currently do not have employment agreements with such officers.

Two of our executive officers,

including our President and Chief Financial Officer, are located in California.

We currently do not have employment agreements with such officers.

The absence of employment agreements with these officers could create competition retention risks, potentially disrupting our operations and negatively impacting our business.

We are subject to certain employee severance obligations, which may result in an increase in our expenditures.

We may be subject to additional severance pay obligations for certain employees under Israeli law, which may result in an increase in our expenditures

Under Israel’s Severance Pay law, 5723-1963, or the Severance Pay Law, employers are required to make severance payments to dismissed employees and employees leaving employment in certain other circumstances, on the basis of their latest monthly salary for each year of service or a portion thereof.

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Section 14 entitles these employees to monthly deposits with third-party insurance companies and pension funds, at a rate of 8.33% of their monthly salary.

In two cases, the Company and the employee have agreed to a

salary lower than their actual monthly salary for purposes of Section 14.

In two cases, the Company and the employee have agreed to a salary lower than their actual monthly salary for purposes of Section 14.

These payments release the Company from future obligations under the Israeli Severance Pay Law for all employees, other than the aforementioned two employees.

Accordingly, any liability for severance pay due to these employees, and the deposits under Section 14 are not recorded as an asset in the Company’s consolidated balance sheet.

Accordingly, any liability for severance pay due to these employees, and the deposits under Section 14 are not recorded as an asset in the Company’s consolidated balance sheet.The two aforementioned employees agreed to waive their rights to any additional severance pay from the Company to which they would be eligible under Israeli law given that the Company’s severance contributions for them have been based on a salary lower than their actual salary.

However, in the event the Company is not fully relieved from its statutory severance pay obligations with respect to the aforementioned two employees despite such waivers, the Company could be obligated to pay additional statutory severance pay to them in connection with a termination for any reason other than for cause.

Our operations may be disrupted as a result of the obligation of management or key personnel to perform military service.

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Such disruption could adversely affect our business and operations in a material manner.

Our operations may be adversely affected by ongoing developments in Belarus, Ukraine, Georgia or Romania.

Our operations may be adversely affected by ongoing developments in Ukraine, Georgia, Romania, or Poland.

We have significant operations in central and eastern Europe.

Since the early 1990s, Russia, Belarus, Ukraine, Romania and other central and eastern European countries have sought to transform from one-party states with a centrally planned economy to democracies with a market economy to various degrees.

Since the early 1990s, Russia, Ukraine, Romania and other central and eastern European countries have sought to transform from one-party states with a centrally planned economy to democracies with a market economy to various degrees.

Despite various reforms, the political systems of many of these countries remain vulnerable and unstable.

In addition, the political and economic situation in these countries is negatively affected by the global economic crisis and the economic recession in some parts of the world.

The political, civil and security situation in Belarus cannot be accurately predicted.

In February 2022, Russian military personnel stationed in Belarus participated in the Russian invasion of Ukraine.

Since then, Belarus has been reported to be involved with and provide support to Russian efforts in Ukraine.

In response, the United States, the European Union and other countries imposed sanctions against multiple individuals and entities in Belarus.

In January 2023, Belarus adopted legislation that allows it to replace management of Belarusian entities with foreign shareholders and seize their property Due to the challenging operating environment caused by the regional instability and the sanctions and export controls imposed after the Russian invasion of Ukraine, we decided to close our operations and relocate our personnel in Belarus.

Although we no longer have an office in Belarus as of December 31, 2024 and our Belarusian entity was dissolved in January 2025, our past activity in Belarus and any remaining connections to Belarus could subject us to adverse impacts from the economic, political and legal developments in Belarus.

The political, civil and security situation in Ukraine cannot be accurately predicted since the Russian military invasion in February 2022.

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or other international authorities.

While we continue to monitor the situation in Ukraine closely, any prolonged or expanded unrest, military activities, or sanctions, should they be implemented, could have a material adverse effect on our operations.

While we continue to monitor the

situation in Ukraine closely, any prolonged or expanded unrest, military activities, sanctions,or potential disruptions to energy and telecommunications infrastructure, should they be implemented, could have a material adverse effect on our operations.

We have significant research and development centers in Ukraine and, accordingly, our business, financial condition, results of operations and prospects are affected by economic, political and legal developments in Ukraine.

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In response, the US, UK, and EU have suspended program support and imposed sanctions on Georgian officials for human rights violations and undermining democracy.

These sanctions target specific officials rather than broader sectors.

While these sanctions primarily target specific officials rather than broader sectors, the continued democratic backsliding has led the European Commission to formally suspend direct financial aid to the Georgian government as of late 2025.

While Georgia does not currently support Russia in the war against Ukraine, potential sanctions could be imposed for reasons such as fraudulent elections, undermining democracy, and aiding Russia in evading sanctions.

We contract with a third party that supplies us contractors who are physically located in Georgia and, accordingly, our business, financial condition, results of operations and prospects are affected by economic, political and legal developments in Georgia.

Prior to and following the dissolution of our Georgian entity in July 2025, we have contracted and continue to contract with a third party that supplies us contractors who are physically located in Georgia and, accordingly, our business, financial condition, results of operations and prospects are affected by economic, political and legal developments in Georgia.

The current political environment in Romania is dynamic and may become unstable.

Marcel Ciolacu, the current Prime Minister, has been in office since June 2023.

Ilie Bolojan, the current Prime Minister, assumed office in June 2025.

The years leading up to his tenure were characterized by instability in the country's political leadership.

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We have a significant research and development center and a customer service center in Romania and, accordingly, our business, financial condition, results of operations and prospects are affected by economic, political and legal developments in Romania.

Any disruption to our operations in Ukraine, Georgia or Romania may be prolonged and require us to reevaluate our operations in those countries, which may be more expensive and harm our business.

Relations between the Polish and Russian governments have become increasingly hostile since the war between Russia and Ukraine began in 2022, with Poland bracing for a potential direct conflict with Russia.

Although the two countries are not currently engaged in an open conflict, there were reports of Russian drone intrusions into Polish airspace in September 2025 with the Polish Prime Minister issuing statements that the resulting situation with Russia was the closest Poland has been to open conflict since World War Two.

Poland has continued to bolster its defenses along its border with Russia and Belarus and tensions remain high.

We have a significant research and development center in Poland and, accordingly, our business, financial condition, results of operations and prospects are affected by economic, political and legal developments in Poland.

Any disruption to our operations in Ukraine, Georgia, Romania or Poland may be prolonged and require us to reevaluate our operations in those countries, which may be more expensive and harm our business.

Our business may be affected by sanctions, export controls and similar measures targeting Russia and Belarus as well as other responses to Russia’s invasion of Ukraine.

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and EU persons in Crimea and Sevastopol;

licenses, and/or increased use of “end-use” controls to block or impose licensing requirements on exports, as well as higher import tariffs and a prohibition on exporting luxury goods to Russia and Belarus.

• enhanced export controls and trade sanctions targeting Russia’s imports of technological goods as a whole, including tighter controls on exports and reexports of dual-use items, stricter licensing policy with respect to issuing export licenses, and/or increased use of “end-use” controls to block or impose licensing requirements on exports, as well as higher import tariffs and a prohibition on exporting luxury goods to Russia and Belarus.

As the conflict in Ukraine continues, there can be no certainty regarding whether the governmental authorities in the United States, the European Union, the United Kingdom or other counties will impose additional sanctions, export controls, trade restrictions or other measures targeting Russia, Belarus or other territories.

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We review and monitor our contractual relationships with suppliers to establish whether any are a target of the applicable sanctions.

In the unlikely event that we identify a party with which we have a business relationship that is the target of applicable sanctions, we would immediately commence a legal analysis of what gives rise to the business relationship, including any contract, to estimate the most appropriate course of action to comply with the sanction regulations, together with the impact of a contractual termination according to the applicable law, and then proceed as required by the regulatory authorities.

However, given the range of possible outcomes, the full costs, burdens, and limitations on our business may become significant.

Furthermore, even if an entity is not formally subject to sanctions, suppliers, customers and business partners of such entity may decide to reevaluate or cancel projects with such entity for reputational or other reasons.

As result of the ongoing conflict in Ukraine, many U.S., European and other multi-national businesses across a variety of industries, including consumer goods and retail, food, energy, banking and finance, media and entertainment, tech, travel and logistics, manufacturing and others, have indefinitely suspended their operations and paused all commercial activities in Russia and Belarus.

Depending on the extent and breadth of sanctions, export controls and other measures that may be imposed in connection with the conflict in Ukraine, it is possible that our business, financial condition and results of operations could be materially and adversely affected.

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If we are not able to successfully hedge against the risks associated with currency fluctuations, our financial condition and results of operations could be adversely affected.

To date, we have entered into hedging transactions with respect to Israeli shekel (“ILS”), Polish Zloty (“PLN”) and Romanian Leu (“RON”) in an effort to reduce our exposure to

foreign currency exchange risk.

To date, we have entered into hedging transactions with respect to Israeli Shekel (“ILS”), Euro (“EUR”) Polish Zloty (“PLN”) and Romanian Leu (“RON”) in an effort to reduce our exposure to foreign currency exchange risk.

While we may decide to enter into additional hedging transactions in the future, the availability and effectiveness of these hedging transactions may be limited and we may not be able to successfully hedge our exposure, which could adversely affect our financial condition and results of operations.

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investors in Chinese companies and issued several executive orders restricting the operations of Chinese companies, such as the company that owns TikTok, in the United States.

Additionally, in late 2020, the federal government passed legislation, such as the Holding Foreign Companies Accountable Act, intended to protect American investments in Chinese companies and has proposed additional legislation intended to enhance the ability of American companies and technology to compete with Chinese technology.

In March 2024, Congress passed the Protecting Americans from Foreign Adversary Controlled Applications Act which effectively required the ban or divestment of TikTok by its Chinese shareholder by January 19, 2025.

Although President Donald Trump issued an executive order granting TikTok a 75-day extension to address regulatory concerns, relations between China and the U.S.

Although President Donald Trump granted TikTok extensions to address regulatory concerns, relations between China and the U.S.

continue to be complex and uncertain.

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As long as Yuzhu Shi continues to control shares representing a majority of our voting power, he will generally be able to determine the outcome of all corporate actions requiring stockholder approval, including the election and removal of directors (unless supermajority approval of such matter is required by applicable law and our amended and restated certificate of incorporation).

In the ordinary course of his business activities, Yuzhu Shi may engage in activities where his interests may not be the same as, or may conflict with, the interests of our other stockholders.

In the ordinary course of his business activities, Yuzhu Shi may engage in activities where his interests may not be the same as, or

may conflict with, the interests of our other stockholders.

Even if Yuzhu Shi were to control less than a majority of our voting power, he may be able to influence the outcome of corporate actions so long as he controls a significant portion of our voting power.

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As a result, the Company formed a special committee of the board of directors to evaluate strategic alternatives for the Company.

Although the strategic alternatives process has since been terminated, one result of that process was the Company’s self-tender offer to repurchase up to $600 million in shares of its common stock which was consummated in the fall of 2022.

Although the strategic alternatives process was terminated, one result of that process was the Company’s self-tender offer to repurchase up to $600 million in shares of its common stock which was consummated in the fall of 2022.

The self-tender is an example of a transaction that the Company entered into at least in part due to Mr.

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Shi announced that Playtika Holding UK had entered into pledge agreements pursuant to which Playtika Holding UK pledged almost 200,000,000 shares of our common stock to secure certain loan obligations.

Playtika Holding UK also recently sold over 2,500,000 shares of our common stock in a series of transactions in November and December 2024.

Playtika Holding UK sold over 2,500,000 shares of our common stock in a series of transactions in November and December 2024.

It is possible that Mr.

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Because Yuzhu Shi’s interests may differ from ours or from those of our other stockholders, actions that he takes with respect to us, as our controlling stockholder, may not be favorable to us or to you or our other stockholders.

Our current stock ownership by Yuzhu Shi has caused us, and may in the future cause us, to become subject to new or additional laws and regulations in China.

For example, in 2023, China’s National Development and Reform Commission (the “NDRC”) released the Administrative Measures for the Review and Registration of Medium and Long-Term Foreign Debt of Enterprises (the “Foreign Debt Rules”).

The Foreign Debt Rules require Chinese enterprises to notify and receive certain

approvals from the NDRC before their controlled overseas branches can issue or materially amend the terms of certain indebtedness that is borrowed outside of China.

As a controlled overseas branch of Yuzhu Shi, these rules can affect our ability to issue or amend our indebtedness, including, for example, our Credit Agreement.

Pursuant to the terms of the Foreign Debt Rules, the notifications must be delivered by our controlling stockholder, who we do not control, and approvals from the NDRC, if granted, can take up to several months to receive.

As a result, for so long as we may be subject to the Foreign Debt Rules, the Foreign Debt Rules may significantly adversely impact our ability to incur new indebtedness or amend our existing indebtedness, on a timely basis, or at all, and may subject us to adverse consequences if we or our controlling stockholder do not comply with the applicable requirements thereunder.

Similar rules may be implemented by China that could create additional risks to our ability to borrow or otherwise operate as a publicly traded company in the United States.

The Committee on Foreign Investment in the United States may modify, delay or prevent our future acquisition or investment activities.

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If a particular proposed acquisition or investment in a U.S.

business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will

submit to CFIUS review on a voluntary basis, or to proceed with the transaction without submitting to CFIUS and risk CFIUS intervention, before or after closing the transaction.

business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit to CFIUS review on a voluntary basis, or to proceed with the transaction without submitting to CFIUS and risk CFIUS intervention, before or after closing the transaction.

The final regulations issued in November 2024 have increased the maximum civil monetary penalties for violations and expanded the circumstances under which penalties may be imposed, including for material misstatements or omissions outside of a review or investigation.

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This includes continuing to improve our technology to tailor our game offerings to the preferences and requirements of additional geographic and market segments, and adapt to the release of new devices and platforms and to improve the user-friendliness and overall availability of our games, all of which can be costly and generate risk.

Our ability to anticipate or respond to changing technology and evolving industry standards and to develop and introduce improvements and enhancements to games on a timely basis is a significant factor affecting our ability to remain competitive, expand and attract new players and retain existing players.

Our ability to anticipate or respond to changing technology and evolving industry standards and to develop and introduce improvements and enhancements to

games on a timely basis is a significant factor affecting our ability to remain competitive, expand and attract new players and retain existing players.

We cannot assure you that we will achieve the necessary technological advances or have the financial or other resources needed to introduce new games or improvements and enhancements to games on a timely basis or at all.

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Our technology infrastructure is critical to the performance of our games and to player satisfaction.

Most of our games run on our private cloud computing systems that are run through two primary data centers in the United States and one primary data center in the European Union.

Most of our games run on our private cloud computing systems that are run through two primary data centers in the United States.

Our servers located in these data centers are vulnerable to damage or interruption from fire, flood, power loss, telecommunications failure, terrorist attacks, acts of war, electronic and physical break-ins, computer viruses, earthquakes and similar events.

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We also maintain certain other proprietary and confidential information relating to our business and personal information of our personnel.

Despite our security measures, our games may be vulnerable to attacks by hackers, players, vendors or employees or breaches due to malfeasance or other disruptions.

Despite our security measures, our games may be vulnerable to attacks by hackers, players, vendors or employees

or breaches due to malfeasance or other disruptions.

Any security breach or incident that we have experienced, or may experience in the future, could result in, and has resulted in unauthorized access to, misuse of, or unauthorized acquisition of our or our players’ data, the loss, corruption or alteration of this data, interruptions in our operations, or damage to our computers or systems or those of our players or third-party platforms.

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Our ability to prevent anomalies and monitor and ensure the quality and integrity of our games and software is periodically reviewed and enhanced, but may not be sufficient to prevent future attacks, breaches or disruptions.

Similarly, we assess the adequacy of our security systems, including the security of our games and software to protect against any material loss to any

of our players and the integrity of our games to players.

Similarly, we assess the adequacy of our security systems, including the security of our games and software to protect against any material loss to any of our players and the integrity of our games to players.

However, we cannot provide assurances that our business will not be affected by a security breach or lapse.

If we sustain cyber-attacks or other privacy or data security incidents that result in security breaches, we could suffer a loss of sales and increased costs, exposure to significant liability, reputational harm and other negative consequences.

If we or the service providers we rely upon sustain cyber-attacks or other privacy or data security incidents that result in security breaches, we could suffer a loss of sales and increased costs, exposure to significant liability, reputational harm and other negative consequences.

Our information technology has been and in the future may be subject to cyber-attacks, viruses, malicious software, break-ins, theft, computer hacking, employee error or malfeasance or other security breaches.

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Our systems and the data stored on those systems may also be vulnerable to security incidents or security attacks, acts of vandalism or theft, coordinated attacks by activist entities, misplaced or lost data, human errors, or other similar events that could negatively affect our systems and the data stored on those systems, and the data of our business partners.

Further, third parties, such as hosted solution providers, that provide services to us could also be a source of security risks in the event of a failure of their own security systems and infrastructure.

Further, third parties upon whom we rely upon to develop and operate our games, such as hosted solution providers and providers of software platforms or game engines, could also be a source of security risks in the event of a failure of their own security systems and infrastructure.

Cyberattacks are expected to accelerate on a global basis in frequency and magnitude as threat actors are becoming increasingly sophisticated in using techniques and tools – including artificial intelligence – that circumvent security controls, evade detection and remove forensic evidence.

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We could also be negatively impacted by existing and proposed laws and regulations in the United States, Israel, the European Union, and other jurisdictions in which we operate, as well as government policies and practices related to cybersecurity, data privacy, data localization and data protection.

In addition, the platforms on which we distribute games may encourage, or require, compliance with certain security standards, such as the voluntary cybersecurity framework released by the National Institute of Standards and Technology, or NIST, which consists of controls designed to identify and manage cyber-security risks, and we could be negatively impacted to the extent we are unable to comply with such standards.

For example, security vulnerabilities in widely used third-party game engines, such as those identified in the Unity engine in late 2025, could impair our ability to meet platform security mandates, which could materially and adversely affect our reputation, results of operations, cash flows and financial condition.

We rely on information technology and other systems, and any failures in our systems or errors, defects or disruptions in our games could diminish our brand and reputation, subject us to liability and disrupt our business and adversely impact our results of operations.

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These systems are used to process, transmit and store electronic information, to manage and support our business operations and to maintain internal control over our financial reporting.

In addition, we collect and store certain data, including proprietary business information, and may have access to confidential or personal information in certain of our businesses that is subject to privacy and security laws

and regulations.

We could encounter difficulties in developing new systems, maintaining and upgrading current systems and preventing security breaches.

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Failure to properly or adequately address these issues could impact our ability to perform necessary business operations, which could materially and adversely affect our reputation, competitive position, results of operations, cash flows and financial condition.

Substantially all of our games rely on data transferred over the internet, including wireless internet.

Our games rely on data transferred over the internet, including wireless internet.

Access to the internet in a timely fashion is necessary to provide a satisfactory player experience to the players of our games.

Third parties, such as telecommunications companies, could prevent access to the internet or limit the speed of our data transmissions, with or without reason, causing an adverse impact on our player experience that may materially and adversely affect our reputation, competitive position, results of operations, cash flows and financial condition.

results of operations, cash flows and financial condition.

In addition, telecommunications companies may implement certain measures, such as increased cost or restrictions based on the type or amount of data transmitted, that would impact consumers’ ability to access our games, which could in turn materially and adversely affect our reputation, competitive position, results of operations, cash flows and financial condition.

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Such laws, regulations, regulatory codes and guidelines may be inconsistent across jurisdictions or conflict with other rules.

The scope of data privacy and security regulations worldwide continues to evolve.

While the European Union’s General Data Protection Regulation (GDPR) has been a significant piece of legislation, it is no longer the principal legislation relating to personal data.

We believe that the adoption of increasingly restrictive regulations in this area is likely within the United States and other jurisdictions.

For example, California enacted the California Consumer Privacy Act (“CCPA”), which gives California residents new rights to access and require deletion of their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is collected, used, and shared.

The CCPA provides for civil penalties for violations, as well as a private right of action for security breaches that may increase security breach litigation.

Since the CCPA, was enacted, as of the end of 2024, 19 other U.S.

states have enacted consumer data privacy laws, and the effects of these state laws are significant and have required, and could continue to require, us to modify our data collection or processing practices and policies and to incur substantial costs and expenses in an effort to comply.

As the scope of data privacy and security regulations worldwide continues to evolve, we anticipate the adoption of increasingly restrictive regulations within the United States and other jurisdictions.

As of the end of 2025, numerous U.S.

states have enacted consumer data privacy laws, which have required, and could continue to require, us to modify our data collection or processing practices and policies and to incur substantial costs and expenses in an effort to comply.

Further, there currently are a number of additional proposals related to data privacy or security pending before federal, state, and foreign legislative and regulatory bodies and there appears to be a trend towards more stringent state privacy legislation in the U.S., which could increase our potential liability and adversely affect our business.

Further, there continues to be expansions of privacy laws and guidance worldwide.

For instance, the California Privacy Rights Act, or CPRA, significantly expanded the CCPA, including by introducing additional obligations such as data minimization and storage limitations, granting additional rights to consumers, such as correction of personal information and additional opt-out rights, and creating a new entity, the California Privacy Protection Agency, to implement and enforce the law.

states’ privacy laws including in Indiana, Kentucky, Maryland, Minnesota, Rhode Island, and Tennessee are also due to go into effect in 2025 and 2026.

Data Protection legislation may add additional complexity, variation in requirements, restrictions and potential legal risk, require additional investment in resources to compliance programs, and could impact strategies and availability of previously useful data and could result in increased compliance costs and/or changes in business practices and policies.

Further, the European Union has adopted comprehensive data privacy and security regulations.

The GDPR imposes strict requirements on controllers and processors of personal data in the European Economic Area, or EEA, including, for example, higher standards for obtaining consent from individuals to process their personal data, more robust disclosures to individuals and a strengthened individual data rights regime, and shortened timelines for data breach notifications.

The GDPR created compliance obligations applicable to our business and some of our players, which could require us to self-determine how to interpret and implement these obligations, change our business practices and expose us to lawsuits (including class action or similar representative lawsuits) by consumers or consumer organizations for alleged breach of data protection laws.

The GDPR increases financial penalties for noncompliance (including possible fines of up to 4% of global annual revenues for the preceding financial year or €20 million (whichever is higher) for the most serious violations).

The United Kingdom operates a separate but similar regime to the European Union that allows for fines of up to the greater of £17.5 million or 4% of the total worldwide annual turnover of the preceding financial year.

EU countries may also have their own data protections laws in addition to the GDPR.

Further, we are required to comply with the GDPR and also the United Kingdom GDPR (UK GDPR), which, together with the amended United Kingdom Data Protection Act 2018, retains the GDPR in United Kingdom national law.

Within the European Economic Area and the UK, the GDPR and similar regimes impose strict requirements on data privacy and security, including, for example, higher standards for consent and disclosures, strengthened individual rights, and shortened timelines for data breach notifications.

These regimes also provide for significant financial penalties for noncompliance (including possible fines of up to 4% of global annual revenues for the preceding financial year or €20 million (whichever is higher) for the most serious violations).

These laws and regulations lead to additional costs and increase our overall risk exposure.

In recent years, the United States and European lawmakers and regulators have expressed concern over electronic marketing and the use of third-party cookies, web beacons and similar technology for online behavioral advertising.

In the European Union, marketing is defined broadly to include any promotional material and the rules specifically on e-marketing are currently set out in the ePrivacy Directive which will be replaced by a new ePrivacy Regulation.

While the ePrivacy Regulation was originally intended to be adopted in May 2018 (alongside the GDPR), it is still going through the European legislative process.

The current draft of the ePrivacy Regulation imposes strict opt-in e-marketing rules with limited exceptions for business-to-business communications and significantly increases fining powers to the same levels as the GDPR.

In the European Union, e-marketing rules under the ePrivacy Directive look to impose strict opt-in e-marketing rules with limited exceptions for business-to-business communications while significantly increasing fining powers to the same levels as the GDPR.

Regulation of cookies and web beacons may lead to broader restrictions on our online activities, including efforts to understand followers’ internet usage and promote ourselves to them.

Additionally, some states in the U.S.

have wiretapping type laws, for instance the California Invasion of Privacy Act ("CIPA"), which plaintiffs’ lawyers have recently begun applying to online data collection via cookies and similar technologies, with some courts claiming such practices constitute illegal eavesdropping without consent.

CIPA requires "opt-in" consent, making it difficult to argue consent was given without mechanisms like opt in cookie banners.

These laws are separate from state privacy laws like the CCPA or CPRA, and despite being drafted before the internet era, are being applied to online activities by certain plaintiffs' lawyers, which potentially pose a risk to online businesses like us.

Israel also has data protection laws and regulations, including the Israeli Protection of Privacy Law, 5741-1981, or the PPL.

The PPL imposes certain obligations on the owners of databases containing personal data, including, e.g., a requirement to register databases with certain characteristics, an obligation to notify data subjects of the purposes for which their personal data is collected and processed and of the disclosure of such data to third parties, a requirement to respond to certain requests from data subjects to access, rectify, and/or delete personal data relating to them and an obligation to maintain the security of personal data.

In addition, the Protection of Privacy Regulations (Data Security), 5777-2017, imposes comprehensive data security requirements on the processing of personal data.

The Protection of Privacy Regulations (Transfer of Data to Overseas Databases), 5761-2001, further impose certain conditions on cross-border transfers of personal data from databases in Israel.

A significant amendment to the PPL was recently enacted and will take effect in August 2025.

This amendment enhances the enforcement authority of the Israeli data protection regulator, expands the provisions in the law which can be subject to statutory damages, and introduces new obligations on organizations, including for example the mandatory appointment of a Data Protection Officer (DPO) in certain circumstances.

Certain violations of the PPL are considered a criminal and/or a civil offense and could expose the violating entity to criminal, administrative, and financial sanctions, as well as to civil actions.

Additionally, the Israel Privacy Protection Authority, or the Privacy Protection Authority, may issue a public statement that an entity violated the PPL, and such a determination could potentially be used against such entity in civil litigation.

The Israeli Ministry of Justice has also introduced further expected amendments to the PPL designed, among other things, to enhance the Privacy Protection Authority’s investigative and enforcement powers (including powers to impose fines) and to broaden data subject rights.

Other examples of evolving data privacy and security regulations around the world include the Indian draft Digital Personal Data Protection Rules which is open for public comment at present and the recently enacted Personal Data Protection Bill in Indonesia.

Regarding transfers to the United States of personal data (as such term is used in the GDPR and applicable EU member state legislation) about our staff, European users, and other third parties, we utilize certain standard contractual clauses approved by the EU Commission (the SCCs).

The SCCs and other cross-border data transfer mechanisms have been the subject of legal challenges and regulatory scrutiny in the past and may face additional legal challenges or be the subject of additional legislative activity and regulatory guidance.

Revised SCC’s are anticipated in 2025 whereby we may need to implement different or additional measures to establish or maintain legitimate means for the transfer and receipt of personal data from the European Economic Area, Switzerland and the United Kingdom to the United States (and other countries), and we may, in addition to other impacts, experience additional costs associated with increased compliance burdens, and we face the potential for regulators to apply different standards to the transfer of personal data from the European Economic Area, Switzerland and the United Kingdom to the United States (and other countries), and to block, or require verification of measures taken with respect to, certain data flows from the European Economic Area, Switzerland and the United Kingdom to the United States (and other countries).

Israel also has data protection laws and regulations, including the Israeli Protection of Privacy Law, 5741-1981 (the “PPL”), and related regulations, which impose certain obligations relating to the use, processing and security of personal data and conditions on certain cross-border transfers.

A significant amendment to the PPL that took effect in August 2025 enhances the enforcement authority of regulators, expands the provisions in the law which can be subject to statutory damages, and introduces new obligations on organizations, including for example the mandatory appointment of a Data Protection Officer (DPO) in certain circumstances, and a private right of action for certain violations, including claims for compensation without proof of damages.

Certain violations of the PPL are considered a criminal and/or a civil offense and could expose the violating entity to criminal, administrative, and financial sanctions, as well as to civil actions, and regulators may issue public determinations that could be used in related litigation.

Regarding transfers to the United States of personal data about our staff, European users, and other third parties, we utilize certain standard contractual clauses approved by the EU Commission (the SCCs) and other cross-border data transfer mechanisms, which have been the subject of legal challenges and regulatory scrutiny in the past and may face additional legal challenges or be the subject of additional legislative activity and regulatory guidance.

Changes in transfer requirements could require us to implement different or additional measures to establish or maintain legitimate means for the transfer and receipt of personal data from the European Economic Area, Switzerland and the United Kingdom to the United States (and other countries), and we may, in addition to other impacts, experience additional costs associated with increased compliance burdens.

We also face the potential for regulators to apply different standards to the transfer of personal data from those jurisdictions to the United States (and other countries).

We also may be required to engage in contract negotiations with third parties that aid in processing data on our behalf, to the extent that any of our service providers or consultants have been relying on invalidated or insufficient transfer mechanisms (including the EU-U.S.

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In such cases, we may not be able to find alternative service providers which could limit our ability to process personal data from the European Economic Area, Switzerland, or the United Kingdom and increase our costs and/or impact our games or other offerings.

We may face a risk of enforcement actions by data protection authorities in the European Economic Area, Switzerland and the United Kingdom relating to personal data transfers.

We may face a risk of enforcement actions by data protection authorities in these jurisdictions relating to personal data transfers.

Any such enforcement actions could result in substantial costs and diversion of resources, distract management and technical personnel, and adversely affect our business, financial condition, and results of operations.

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In part due to the uncertainty of the legal climate, complying with regulations, and any applicable rules or guidance from regulatory authorities or self-regulatory organizations relating to privacy, data protection, information security and consumer protection, may result in substantial costs and may necessitate changes to our business practices, which may compromise our growth strategy, adversely affect our ability to attract or retain players, and otherwise adversely affect our business, reputation, legal exposure, financial condition and results of operations.

Any failure or perceived failure by us to comply with our posted privacy policies, our privacy-related obligations to players or other third parties, or any other legal obligations or regulatory requirements relating to privacy, data protection, or information security may result in governmental investigations or enforcement actions, litigation, claims (including class actions), or public statements against us by consumer advocacy groups or others and could result in significant liability, cause our players to lose trust in us, and otherwise materially and adversely affect our reputation and business.

Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations, and policies that are applicable to us may limit the adoption and use of, and reduce the overall demand for, our games.

Additionally, if third parties we work with, such as our service providers or data sharing partners, violate applicable laws, regulations, or agreements, such violations may put our players’ and/or employees’ data at risk, could result in governmental investigations or enforcement actions, fines, litigation, claims (including class action claims) or public statements against us by consumer advocacy groups or others and could result in significant liability, cause our players to lose trust in us and otherwise materially and adversely affect our reputation and business.

Any failure or perceived failure by us to comply with our posted privacy policies, our privacy-related obligations to players or other third parties, or any failure or perceived failure by us or our third-party service providers or data sharing partners to comply with legal obligations or regulatory requirements relating to privacy, data protection, online safety or information security may result in governmental investigations or enforcement actions, litigation, claims (including class actions), or public statements against us by consumer advocacy groups or others and could result in significant liability, cause our players to lose trust in us, and otherwise materially and adversely affect our reputation and business.

Further, public scrutiny of, or complaints about, technology companies or their data handling or data protection practices, even if unrelated to our business, industry or operations, may lead to increased scrutiny of technology companies, including us, and may cause government agencies to enact additional regulatory requirements, or to modify their enforcement or investigation activities, which may increase our costs and risks.

While most of our games do not target children under 18 years of age as their audience, the FTC, as well as consumer organizations, may consider that the characteristics of several of our games attract children under 13 years of age.

Children’s Online Privacy Protection Act, or COPPA, regulates the collection, use and disclosure of personal information from children under 13 years of age.

The FTC has taken action against other gaming companies relating to children’s’ privacy, for example, Epic Games, the maker of the popular game Fortnite, agreed to pay a $275 million fine for alleged violations of COPPA as well as take other corrective actions.

Recently, the FTC announced a major enforcement action against a game developer for the sale of loot boxes to children and teens without verifiable parental consent.

The FTC has taken action against other gaming companies relating to

children’s’ privacy, for example, Epic Games, the maker of the popular game Fortnite, agreed to pay a $275 million fine for alleged violations of COPPA as well as take other corrective actions.

In January 2025, the FTC announced a major enforcement action against a game developer for the sale of loot boxes to children and teens without verifiable parental consent.

The complaint was settled with the developer having to, among other things, agree to enter into a ten-year compliance monitoring program and pay a fine of $20 million.

Although we have taken measures to identify which of our games may be subject to COPPA and to comply with COPPA with respect to those games, if COPPA were to apply to us in a manner other than we have assessed or prepared for, our actual or alleged failure to comply with COPPA may increase our costs, subject us to expensive and distracting lawsuits or government investigations, could result in substantial fines or civil damages and could cause us to temporarily or permanently discontinue certain games or certain features and functions in games.

These laws around children’s privacy continue to evolve globally.

For example, in the US, the FTC has recently proposed updates to COPPA and there have been federal proposals for new bills such as the Children and Teens’ Online Privacy Protection Act (COPPA 2.0) and the Kids Online Safety Act (KOSA).

At the state level, states have enacted their own laws and codes such as California’s recently enacted Age-Appropriate Design Code Act.

The United Kingdom enacted the “Age Appropriate Design Code” (commonly referred to as the “Children’s Code”), a statutory code of practice pursuant to the United Kingdom Data Protection Act 2018.

The code requires online services, including our games that are likely to be accessed by children under 18, to put the best interests of the child’s privacy first in the design, development and data-related behavior of the game.

The UK government has also introduced legislation in relation to user safety online - the Online Safety Act 2023.

The Data Protection Commission in Ireland published its Fundamentals for a Child-Oriented Approach to Data Processing, introducing certain child-specific data protection measures.

If COPPA were to apply to us in a manner other than we have assessed or prepared for, our actual or alleged failure to comply with COPPA may increase our costs, subject us to expensive and distracting lawsuits or government investigations, could result in substantial fines or civil damages and could cause us to temporarily or permanently discontinue certain games or certain features and functions in games.

Laws around children’s privacy and online safety continue to evolve globally.

For example, in the US, there have been federal proposals for new bills such as the Children and Teens’ Online Privacy Protection Act (COPPA 2.0) and the Kids Online Safety Act (KOSA).

At the state level, states have enacted their own laws and codes such as California’s Age-Appropriate Design Code Act.

In Australia, the Online Safety Act 2021 supplemented by several industry codes, which take effect in March 2026, requires service providers to implement additional controls to prevent minor access to harmful material, including ‘simulated gambling’ content.

Furthermore, the Online Safety Amendment (Social Media Minimum Age) Act 2024 introduced a minimum age of 16 for social media access, and the scope of any exemptions (including for online gaming and streaming platforms) remains subject to ongoing regulatory review and interpretation.

Regulators in the European Union, the United Kingdom (under the Online Safety Act 2023), and various U.S.

states are increasingly mandating age assurance mechanisms.

These requirements are shifting away from simple self-declaration (age-gating) toward more technical verification methods.

For example, the United Kingdom enacted the “Age Appropriate Design Code” (commonly referred to as the “Children’s Code”), a statutory code of practice that requires online services, including games that are likely to be accessed by children under 18, to put the best interests of the child’s privacy first in the design, development and data-related behavior of the game.

Several states in the U.S., including Texas, Utah, Louisiana, and California, have enacted app store accountability laws and similar age-verification statutes, many of which take effect in 2026 and require developers and store providers to verify the age of users and obtain verifiable parental consent before minors can access certain apps or complete in in-app purchases.

These laws may apply not only to app stores but also to direct-to-consumer platforms.

It is possible that other countries within and outside the European Union will follow with their own codes or guidance documents relating to processing personal information from children or in relation to online harms;

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These may result in substantial costs and may necessitate changes to our business practices which may compromise our growth strategy, adversely affect our ability to attract, monetize or retain players, and otherwise adversely affect our business, reputation, legal exposures, financial condition and results of operations.

We cannot predict the scope and enforcement of age assurance requirements, and these regimes may be subject to conflicting interpretations, evolving guidance, and legal challenges.

If we are unable to implement required changes in a timely manner, or if platforms apply these standards in a manner that adversely affects our games, we could face reduced revenue or suspension or removal of our games or related services in certain jurisdictions.

Any of these outcomes could materially and adversely affect our business, results of operations, and financial condition.

In addition, in some cases, we are dependent upon our platform providers to solicit, collect and provide us with information regarding our players that is necessary for compliance with these various types of regulations.

Our business, including our ability to operate and expand internationally, could be adversely affected if laws or regulations are adopted, interpreted or implemented in a manner that is inconsistent with our current business practices and that require changes to these practices, the design of our games, features or our privacy policy.

These platform providers may dictate rules, conduct or technical features that do not properly comply with federal, state, local and foreign laws, regulations and regulatory codes and

guidelines governing data privacy, data protection and security, including with respect to the collection, storage, use, processing, transmission, sharing and protection of personal information and other consumer data.

In addition, these platforms may dictate rules, conduct or technical features relating to the collection, storage, use, transmission, sharing and protection of personal information and other consumer data, which may result in substantial costs and may necessitate changes to our business practices, which in turn may compromise our growth strategy, adversely affect our ability to attract, monetize or retain players, and otherwise adversely affect our business, reputation, legal exposures, financial condition and results of operations.

Any failure or perceived failure by us to comply with these platform-dictated rules, conduct or technical features may result in platform-led investigations or enforcement actions, litigation, or public statements against us, which in turn could result in significant liability or temporary or permanent suspension of our business activities with these platforms, cause our players to lose trust in us, and otherwise compromise our growth strategy, adversely affect our ability to attract, monetize or retain players, and otherwise adversely affect our business, reputation, legal exposures, financial condition and results of operations.

Player interaction with our games is subject to our privacy policy and terms of service.

If we fail to comply with our posted privacy policy or terms of service or if we fail to comply with existing privacy-related or data protection laws and regulations, it could result in proceedings or litigation against us by governmental authorities or others, which could result in fines or judgments against us, damage our reputation, impact our financial condition and harm our business.

If regulators, the media or consumers raise any concerns about our privacy and data protection or consumer protection practices, even if unfounded, this could also result in fines or judgments against us, damage our reputation, and negatively impact our financial condition and damage our business.

Changes in applicable laws or in platform rules, conduct or technical requirements relating to data privacy, data protection and security could require us to modify our business practices, game design, features or privacy policy, increase our costs, and adversely affect our ability to operate and expand internationally.

Any failure or perceived failure to comply with these platform-dictated rules, conduct or technical features may result in platform-led investigations or enforcement actions, or temporary or permanent suspension of our business activities with these platforms, cause our players to lose trust in us, and otherwise compromise our growth strategy, adversely affect our ability to attract, monetize or retain players, and otherwise adversely affect our business, reputation, legal exposures, financial condition and results of operations.

In the area of information security and data protection, many jurisdictions have passed laws requiring notification when there is a security breach involving personal data or requiring the adoption of minimum information security standards that are often vaguely defined and difficult to implement.

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If third parties obtain patent protection with respect to such technologies, they may assert that our technology infringes their patents and seek to charge us a licensing fee or otherwise preclude the use of our technology.

We have pursued and continue to pursue the filing of patents and registration of trademarks in the United States and certain foreign jurisdictions, a process that is expensive and time-consuming and may not

be successful.

We may not be able to obtain protection for our intellectual property rights and even if we are successful in obtaining effective patent, trademark and copyright protection, it is expensive to maintain these rights and the costs of defending our rights could be substantial.

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We rely on trade secrets and proprietary knowledge to protect our unpatented know-how, technology and other proprietary information and to maintain our competitive position.

We enter into confidentiality agreements with our employees and independent contractors regarding our trade secrets and proprietary information in order to limit access to, and disclosure and use of, our proprietary information, but we cannot guarantee that we have entered into such agreements with each party that may have or have had access to our trade secrets or proprietary information.

We enter into confidentiality agreements with our employees and

independent contractors regarding our trade secrets and proprietary information in order to limit access to, and disclosure and use of, our proprietary information, but we cannot guarantee that we have entered into such agreements with each party that may have or have had access to our trade secrets or proprietary information.

Further, we cannot assure you that the obligation to maintain the confidentiality of our trade secrets and proprietary information will be honored.

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Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management.

unsuccessful in executing such an agreement with each party who, in fact, conceives or develops intellectual property that we regard as our own.

In addition, while it is our policy to require our employees and contractors who may be involved in the conception or development of intellectual property to execute agreements assigning such intellectual property to us, we may be unsuccessful in executing such an agreement with each party who, in fact, conceives or develops intellectual property that we regard as our own.

The assignment of intellectual property rights may not be self-executing, or the assignment agreements may be breached, and we may be forced to bring claims against third parties, or defend claims that they may bring against us, to determine the ownership of what we regard as our intellectual property.

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In any lawsuit we bring to enforce our intellectual property rights, a court may refuse to stop the other party from using the technology at issue on grounds that our intellectual property rights do not cover the technology in question.

Further, in such proceedings, the defendant could counterclaim that our intellectual property is invalid or unenforceable and the court may agree, in which case we could lose valuable intellectual property rights.

Further, in such

proceedings, the defendant could counterclaim that our intellectual property is invalid or unenforceable and the court may agree, in which case we could lose valuable intellectual property rights.

The outcome in any such lawsuits are unpredictable.

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We license certain intellectual property rights from third parties, and in the future we may enter into additional agreements that provide us with licenses to valuable intellectual property rights or technology.

For example, we license intellectual property rights related to our Caesars Slots and World Series of Poker games from CIE and NSUS Group Inc., respectively.

Combined revenues derived from these games accounted for 11.6% and 12.7% of our revenues in each of the years ended December, 2024 and 2023, respectively.

More recently, in December 2024, we announced a license deal with IGT for slot content for our slot-themed games.

For example, we license intellectual property rights related to our Caesars Slots and World Series of Poker games from CIE and NSUS Group Inc., respectively, Combined revenues derived from these games accounted for 9.7% and 11.6% of our revenues in each of the years ended December, 2025 and 2024, respectively.

In 2024, we entered into a license agreement with IGT for slot content for use in our slot-themed games.

In addition, our SuperPlay studio entered into a licensed collaboration with Disney, pursuant to which it launched our Disney Solitaire game, based on Disney intellectual property, in April 2025.

We may license additional intellectual property in the future which may be material to our business.

Even if games based on licensed content or brands remain popular, any of our licensors could decide not to renew our existing licenses or not to license additional intellectual property rights to us and instead license to our competitors or

develop and publish its own games or other applications, competing with us in the marketplace.

Many of these licensors already develop games for other platforms and may have significant experience and development resources available to them should they decide to compete with us rather than license to us.

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Increased competition for licenses may lead to larger guarantees, advances and royalties that we must pay to our licensors when the terms of such licenses expire, which could significantly increase our cost of revenue and cash usage.

We may be unable to renew these licenses or to renew them on terms favorable to us, and we may be unable to secure alternatives in a timely manner.

Failure to maintain or renew our existing licenses or to obtain additional licenses would impair our ability to introduce new games or to continue to offer our current games, which would materially harm our business, results of operations and financial condition.

We may choose not to renew these licenses or we may be unable to renew these licenses or to renew them on terms favorable to us, and we may be unable to secure alternatives in a timely manner.

Failure to maintain or renew our existing licenses or to obtain additional licenses could impair our ability to introduce new games or to continue to offer our current games, which would materially harm our business, results of operations and financial condition.

If we breach our obligations under existing or future licenses, we may be required to pay damages and our licensors might have the right to terminate the license or change an exclusive license to a non-exclusive license.

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In addition, certain intellectual property rights may be licensed to us on a non-exclusive basis.

The owners of nonexclusively licensed intellectual property rights are free to license such rights to third parties, including our competitors, on terms that may be superior to those offered to us, which could place us at a competitive disadvantage.

Moreover, our licensors may own or control intellectual property rights that have not been licensed to us and, as a result, we may be subject to claims, regardless of their merit, that we are infringing or otherwise violating the licensor’s rights.

The owners of non-exclusively licensed intellectual property rights are free to license such rights to third parties, including our competitors, on terms that may be superior to those offered to us, which could place us at a competitive disadvantage.

Moreover, our licensors may own or control intellectual property rights that have not been licensed to us and,

as a result, we may be subject to claims, regardless of their merit, that we are infringing or otherwise violating the licensor’s rights.

In addition, the agreements under which we license intellectual property rights or technology from third parties are generally complex, and certain provisions in such agreements may be susceptible to multiple interpretations.

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For example, in 2015, CEOC filed for bankruptcy.

If CEOC were to file for bankruptcy again or if any of our licensors files

for bankruptcy, our licenses might be impaired or voided, which could materially harm our business, results of operations and financial condition.

If CEOC were to file for bankruptcy again or if any of our licensors files for bankruptcy, our licenses might be impaired or voided, which could materially harm our business, results of operations and financial condition.

We use open source software in connection with certain of our games, which may pose particular risks to our proprietary software, games and services in a manner that could have a negative impact on our business.

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We monitor our use of open source software and try to use open source software in a manner that complies with the terms of the open source licenses while at the same time not requiring the disclosure of the source code of our proprietary software.

Our failure to comply with the terms of the open source licenses could require us to replace certain code used in our games, pay a royalty or license fee to use some open source code, make the source code of our games publicly available, pay damages for copyright infringement or breach of contract of open source licenses, or temporarily or permanently discontinue certain games.

publicly available, pay damages for copyright infringement or breach of contract of open source licenses, or temporarily or permanently discontinue certain games.

The above risks could have a material adverse effect on our competitive position, business, reputation, legal exposures, financial condition, results of operations, and prospects.

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We may be required to protect our proprietary technology and content in an increasing number of jurisdictions, a process that is expensive and may not be successful, or which we may not pursue in every location.

Filing, prosecuting, maintaining, defending, and enforcing our intellectual property rights in all jurisdictions throughout the world would be prohibitively expensive, and our intellectual property rights in some jurisdictions outside the United States may be less extensive than those in the United States.

Filing, prosecuting, maintaining, defending, and enforcing our intellectual property rights in all jurisdictions throughout the world would be prohibitively

expensive, and our intellectual property rights in some jurisdictions outside the United States may be less extensive than those in the United States.

Competitors may use our technologies in jurisdictions where we have not obtained protection to develop their own games and, further, may export otherwise violating games to territories where we have protection but enforcement is not as strong as that in the United States.

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In addition, there could be potential trade name or trademark infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of our registered or unregistered trademarks or trade names.

If we are unable to establish name recognition based on our trademarks

and trade names, we may not be able to compete effectively, which could harm our competitive position, business, financial condition, results of operations and prospects.

If we are unable to establish name recognition based on our trademarks and trade names, we may not be able to compete effectively, which could harm our competitive position, business, financial condition, results of operations and prospects.

General Risks

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Playtika Holding Corp.

The complaint alleges violations of federal securities laws arising out of alleged misstatements or omissions by the defendants during the alleged class period and seeks, among other things, damages and attorneys’ fees and costs on behalf of the putative class.

See “ Business—Legal Proceedings .” Any securities class action litigation could subject us to substantial costs, divert resources and the attention of management from our business and harm our business, results of operations, financial condition and reputation.

The complaint alleged violations of federal securities laws arising out of alleged misstatements or omissions by the defendants during the alleged class period and seeks, among other things, damages and attorneys’ fees and costs on behalf of the putative class.

Although this case was ultimately dismissed, any securities class action litigation could subject us to substantial costs, divert resources and the attention of management from our business and harm our business, results of operations, financial condition and reputation.

These factors may materially and adversely affect the market price of our common stock.

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The determination by Playtika Holding UK to conduct any such potential transactions, and the timing thereof, are uncertain and may depend on, among various factors, the price and terms of any such potential transactions, general market and economic conditions and the outcome of any negotiations among the applicable parties.

There can be no assurance that the aforementioned explorations of potential transactions will lead to any transactions being agreed or consummated by Playtika Holding UK, and it is possible that the consummation of any such possible transactions could negatively affect the price of our common stock.

There can be no assurance that any potential transactions will lead to any transactions being agreed or consummated by Playtika Holding UK, and it is possible that the consummation of any such possible transactions could negatively affect the price of our common stock.

On June 28, 2022, Playtika Holding UK announced on Schedule 13D that Playtika Holding UK had entered into a Stock Purchase Agreement (the “Playtika Holding UK – Joffre SPA”), dated as of June 27, 2022, with Joffre Palace Holdings Limited (“Joffre”), pursuant to which, among other things, Joffre agreed to acquire 106,102,467 shares (the “Purchased Shares”) of the common stock of the Company from Playtika Holding UK, subject to certain terms and conditions.

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In addition, the sale of our common stock on the open market by our majority stockholder or other significant stockholder may have in the past and may in the future adversely affect our share price.

For example, Playtika Holding UK recently sold over 2,500,000 shares of our common stock in a series of transactions in November and December 2024.

For example, Playtika Holding UK sold over 2,500,000 shares of our common stock in a series of transactions in November and December 2024.

Playtika Holding UK may elect to enter into similar transactions in the future, which could similarly potentially negatively affect the price of our common stock.

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In addition, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors.

Because our board of directors is responsible for appointing the members of our management team, these provisions could in turn affect any attempt by our stockholders to replace current members of our management team.

Because our board of directors is responsible for appointing the members of our management team, these provisions could in

turn affect any attempt by our stockholders to replace current members of our management team.

Among others, these provisions include that:

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There are no assurances that we will pay dividends in the future.

Although we recently announced that our board of directors adopted a dividend policy to issue dividends on a quarterly basis, there are no assurances that we will pay dividends in the future.

We recently announced that we would be suspending our quarterly dividend in order to preserve flexibility and direct capital to the highest return uses.

Our ability to pay dividends is limited to our assets legally available for distribution, and may be adversely affected upon the occurrence of any of the risks described herein.

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Any future dividends, and the amounts of such dividends, will be paid only at the discretion of our board of directors and will depend upon our earnings, our financial condition, availability of cash, and such other factors as our board of directors may deem relevant from time to time.

Failure to pay dividends in accordance with our policy or at all could cause our stock price to decline, harm our reputation, or otherwise adversely impact us.

There are uncertainties regarding the amount and timing of repurchases under our stock repurchase program.

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Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another State court in Delaware or the U.S.

District Court for the District of Delaware) will be the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ abilities to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

District Court for the

District of Delaware) will be the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ abilities to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our amended and restated certificate of incorporation specifies that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for most legal actions involving actions brought against us by stockholders;

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The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with any applicable action brought against us, a court could find the choice of forum provisions contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in such action.

The COVID-19 pandemic and similar health epidemics, contagious disease outbreaks and public perception thereof, could significantly disrupt our operations and adversely affect our business, results of operations, cash flows or financial condition.

The COVID-19 pandemic, epidemics, medical emergencies and other public health crises outside of our control could have a negative impact on our business.

Large-scale medical emergencies can take many forms and can cause widespread illness and death.

For example, the COVID-19 pandemic, which began in December 2019 in Wuhan, China, led to unprecedented global disruptions throughout 2020 and 2021.

These disruptions included widespread lockdowns, mass closures of businesses, travel restrictions, and a significant shift to remote work.

Public health crises such as the COVID-19 pandemic could affect the

health of our employees, or otherwise impact the productivity of our employees, third-party organizations with which we partner, or regulatory agencies we rely on, which may prevent us from delivering content in a timely manner or otherwise executing our business strategies.

These types of health crises could also affect the health of our consumers, which may affect sales of our virtual items in our games or result in lower-than-expected attendance at, or the cancellation of, events hosted by us (as has already occurred for a number of scheduled events).

These events could adversely impact our cash flows, results of operations and financial conditions and heighten many of the other risks described in these “ Risk Factors .”

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 1A. Risk Factors