What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-26 compared with 2025-02-27 · 403 added, 393 removed, 1042 unchanged (43% of the section changed)

14 unchanged sentences

We have audited the accompanying consolidated balance sheets of Playtika Holding Corp.

(the Company) as of December 31, 2024 and 2023, the related consolidated statements of comprehensive income, stockholders' equity (deficit) and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the index at item 15 (collectively referred to as the “consolidated financial statements”).

(the Company) as of December 31, 2025 and 2024, the related consolidated statements of comprehensive income, stockholders' equity (deficit) and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S.

15 unchanged sentences

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Business combinations – accounting for acquisition

Description of the Matter As described in Note 2 to the consolidated financial statements, in November 2024, the Company completed the acquisition of 100% of the issued and outstanding share capital of SuperPlay Ltd.

(“SuperPlay”) for a total consideration of $1,055 million, of which $350 million was recorded as contingent consideration, which is based on certain gross revenue growth and Adjusted EBITDA metrics of SuperPlay during the calendar years 2025, 2026 and 2027.

The transaction was accounted for as a business combination in accordance with ASC 805 "Business Combinations".

Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values which primarily consisted of developed games and user base intangible assets of $295 million and $57 million, respectively (collectively the “Intangible Assets”).

In addition, the Company estimated the fair value of the contingent consideration of $350 million as of the date of the acquisition.

Auditing management's estimations of the fair value of the Intangible Assets and contingent consideration were complex due to the significant assumptions and judgment required by management in determining the fair value of the Intangible Assets and contingent consideration.

The Company used the income approach to measure the fair value of the Intangible Assets and the Monte Carlo simulation approach to measure the fair value of the contingent consideration (the "Valuation Model").

The significant assumptions used to estimate the fair value of the Intangible Assets and contingent consideration included, forecasted revenue, revenues growth rates and discount rates.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Description of the Matter Valuation of Contingent consideration

As described in Notes 2 and 16 of the consolidated financial statements, in November 2024, the Company completed the acquisition of 100% of the issued and outstanding share capital of SuperPlay Ltd.

(“SuperPlay”), for which the purchase consideration included a liability classified contingent consideration.

The Company determined the fair value of the long-term contingent consideration liability to be $280 million as of December 31, 2025.

Changes in the fair value of the long-term contingent consideration are recorded as income or expense in the Company’s consolidated statements of comprehensive income.

Auditing management's estimations of the fair value of the long-term contingent consideration was complex due to the significant assumptions and judgment required by management in determining the fair value of the long-term contingent consideration.

The Company used the Monte Carlo simulation approach to measure the fair value of the long-term contingent consideration (the "Valuation Model").

The significant assumptions used to estimate the fair value of the long-term contingent consideration included forecasted revenue, revenue volatility rate and discount rates.

These significant assumptions are forward- looking and could be affected by future economic and market conditions.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of management's controls over its estimations of the fair value of the Intangible Assets and contingent consideration, including the Valuation Model and underlying assumptions used to develop such estimates to determine the fair values of the Intangible Assets and contingent consideration.

To test the estimated fair value of the Intangible Assets and contingent consideration, we performed audit procedures that included, evaluating the Company's use of valuation methodologies, evaluating the prospective financial information and testing the completeness and accuracy of the underlying data supporting the significant assumptions and estimates.

In addition, we compared the significant assumptions, including forecasted revenue and revenues growth rates to market and economic trends, historical results of the acquired business and to other relevant factors.

We utilized the assistance of our valuation specialists to evaluate the methods used to determine the fair value of Intangible Assets and contingent consideration, which included, independent comparative calculations to estimate the acquired entity discount rate and calculation of the fair value of the model used to calculate the contingent consideration.

To test the estimated fair value of the contingent consideration, we performed audit procedures that included assessing the terms of the arrangement, including the conditions that must be met for the contingent consideration to become payable.

We have also evaluated the Company’s disclosures regarding the business combinations included in Note 2 to the consolidated financial statements.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of management's controls over its estimation of the fair value of the long-term contingent consideration, and the underlying assumptions used to develop such estimates.

To test the estimated fair value of the long-term contingent consideration, we performed audit procedures that included, among others, evaluating the Company's valuation methodology and prospective financial information and testing the completeness and accuracy of the underlying data supporting the Company's significant assumptions.

In addition, we compared the significant assumptions to market and economic trends and historical results .

We utilized the assistance of our valuation specialists to evaluate the method used to determine the fair value of the long-term contingent consideration, which included, among others, developing an independent comparative calculation of the Valuation Model.

We also performed audit procedures that included assessing the terms of the arrangement, including the conditions that must be met for the long-term contingent consideration to become payable.

/s/ KOST FORER GABBAY & KASIERER

10 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

As indicated in the accompanying Management's Annual Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of SuperPlay Ltd., which is included in the 2024 consolidated financial statements of the Company and constituted 31.3% of total assets as of December 31, 2024 and 1.9% of revenues for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of SuperPlay Ltd.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of comprehensive income, stockholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2024, and the related notes financial statement schedule listed in the index at item 15 and our report dated February 27, 2025 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of comprehensive income, stockholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2025, and the related notes financial statement schedule listed in the Index at item 15(a)(2) and our report dated February 26, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

10 unchanged sentences

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

9 unchanged sentences

Cash and cash equivalents $ 684.2 $ 565.8

Short-term investments 136.0 —

Restricted cash 1.5 1.9

14 unchanged sentences

Accounts payable 80.3 58.6

Operating lease liabilities, current 25.7 19.5

Contingent consideration 454.0 25.0

Operating lease liabilities 27.5 25.7

Accrued expenses and other current liabilities 395.0 438.0

2 unchanged sentences

Contingent consideration 280.0 354.6

Other long-term liabilities 372.2 318.7

Operating lease liabilities, long-term 71.4 88.2

Operating lease liabilities 115.4 71.4

Deferred tax liabilities 8.2 24.7

Other long-term liabilities 380.8 372.2

Total liabilities 4,130.3 3,770.3

3 unchanged sentences

1,600.0 shares authorized;

375.3 and 370.0 shares issued and outstanding at December 31, 2024 and 2023, respectively

Treasury stock at cost ( 51.8 shares at December 31, 2024 and 2023)

428.8 and 427.1 shares issued, respectively, and 377.0 and 375.3 shares outstanding, respectively

Treasury stock at cost, 51.8 shares

( 603.5 ) ( 603.5 )

17 unchanged sentences

Total costs and expenses 2,760.5 2,157.7 2,065.4

Income from operations 391.6 501.6 471.4

Income (loss) from operations ( 5.1 ) 391.6 501.6

Interest and other, net 167.8 111.1 109.5

Income before income taxes 280.5 392.1 360.8

Income (loss) before income taxes ( 172.9 ) 280.5 392.1

Provision for income taxes 33.5 118.3 157.1

Net income 162.2 235.0 275.3

Net income (loss) ( 206.4 ) 162.2 235.0

Other comprehensive income (loss)

2 unchanged sentences

Total other comprehensive income (loss) 16.1 ( 20.8 ) 3.0

Comprehensive income $ 141.4 $ 238.0 $ 289.7

Net income per share attributable to common stockholders, basic $ 0.44 $ 0.64 $ 0.69

Net income per share attributable to common stockholders, diluted $ 0.44 $ 0.64 $ 0.69

Weighted-average shares used in computing net income per share attributable to common stockholders, basic 371.8 366.3 401.0

Weighted-average shares used in computing net income per share attributable to common stockholders, diluted 372.1 366.8 401.6

Comprehensive income (loss) $ ( 190.3 ) $ 141.4 $ 238.0

Net income (loss) per share attributable to common stockholders, basic $ ( 0.55 ) $ 0.44 $ 0.64

Net income (loss) per share attributable to common stockholders, diluted $ ( 0.55 ) $ 0.44 $ 0.64

Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic 375.8 371.8 366.3

Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, diluted 375.8 372.1 366.8

The accompanying notes are an integral part of these consolidated financial statements.

2 unchanged sentences

Share Capital

Shares Amount Treasury stock Additional

Shares Outstanding Amount Treasury stock Additional

paid-in capital Accumulated

6 unchanged sentences

Net income — — — — — 235.0 235.0

Repurchase of common stock ( 51.8 ) — ( 603.5 ) — — — ( 603.5 )

Stock-based compensation — — — 113.0 — — 113.0

4 unchanged sentences

Net income — — — — — 162.2 162.2

Cash dividends declared ($ 0.40 per share)

— — — — — ( 148.8 ) ( 148.8 )

Repurchase of common stock ( 0.1 ) * — ( 0.8 ) — — ( 0.8 )

Stock-based compensation — — — 101.2 — — 101.2

1 unchanged sentence

Income tax withholding related to vesting of restricted stock units and other — — — ( 2.6 ) — — ( 2.6 )

Other comprehensive income — — — — 3.0 — 3.0

Other comprehensive loss — — — — ( 20.8 ) — ( 20.8 )

Balance as of December 31, 2024 375.3 4.1 ( 603.5 ) 1,362.7 ( 0.2 ) ( 894.2 ) ( 131.1 )

Net income — — — — — 162.2 162.2

Net income (loss) — — — — — ( 206.4 ) ( 206.4 )

Cash dividends declared ($ 0.40 per share)

4 unchanged sentences

Income tax withholding related to vesting of restricted stock units and other — — — ( 2.9 ) — — ( 2.9 )

Other comprehensive loss — — — — ( 20.8 ) — ( 20.8 )

Other comprehensive income — — — — 16.1 — 16.1

Balance as of December 31, 2025 377.0 $ 4.3 $ ( 603.5 ) $ 1,423.1 $ 15.9 $ ( 1,251.2 ) $ ( 411.4 )

6 unchanged sentences

Cash flows from operating activities

Net income $ 162.2 $ 235.0 $ 275.3

Adjustments to reconcile net income to net cash from operating activities:

Net income (loss) $ ( 206.4 ) $ 162.2 $ 235.0

Adjustments to reconcile net income (loss) to net cash from operating activities:

Depreciation 46.8 46.5 45.7

7 unchanged sentences

Non-cash lease expenses (benefit), net 10.6 ( 1.4 ) 3.5

Payment of excess acquisition date fair value of contingent consideration ( 7.9 ) — —

Other operating activities ( 0.4 ) — —

Changes in operating assets and liabilities:

19 unchanged sentences

Payment for share buyback ( 20.3 ) ( 0.8 ) —

Payment for tender offer — — ( 603.5 )

Net cash out flow for business acquisitions and other ( 28.4 ) — ( 26.9 )

Payment of contingent consideration ( 37.6 ) ( 28.4 ) —

Net cash used in financing activities ( 230.0 ) ( 167.1 ) ( 18.2 )

8 unchanged sentences

Cash paid for interest $ 137.2 $ 146.6 $ 146.0

Cash received for interest $ 52.5 $ 38.3 $ 13.5

Non-cash financing and investing activities

Contingent consideration related to business acquisition $ 350.0 $ 65.4 $ 11.4

Right-of-use assets acquired under operating leases $ 54.0 $ 8.8 $ 14.6

Accrued dividend $ 37.7 $ 37.3 $ —

Accrued purchases of property and equipment and intangible assets $ 7.6 $ 11.0 $ 17.0

Right-of-use assets acquired under operating leases $ 8.8 $ 14.6 $ 44.9

Capitalization of stock-based compensation costs $ 1.0 $ 2.0 $ 3.0

Recognition of contingent consideration liability upon business acquisition $ — $ 350.0 $ 65.4

The accompanying notes are an integral part of these consolidated financial statements.

7 unchanged sentences

The Company’s games are free-to-play, and the Company seeks to provide novel, curated in-game content and offers to its users, at optimal points in their game journeys to drive user engagement and monetization.

As of December 31, 2024, the Company 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, the Company has leased facilities in Austria, Finland, Germany, Israel, Netherlands, Poland, Romania, Ukraine, the United Kingdom and the United States.

Basis of presentation and consolidation

3 unchanged sentences

(ii) investments in affiliates of 50% or less but greater than 20% are generally accounted for using the equity method where the Company has determined that it has significant influence over the entities;

and (iii) investments in affiliates of 20% or less are generally accounted for at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

and (iii) investments in affiliates of 20% or less, without readily determinable fair value, are generally accounted for at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

In the opinion of management, all adjustments considered necessary for a fair presentation have been recorded within the accompanying financial statements, consisting of normal, recurring adjustments, and all intercompany balances and transactions have been eliminated in the consolidation.

Certain comparative figures have been reclassified to conform to the current year presentation.

Investment in unconsolidated entities

2 unchanged sentences

As permitted within that guidance, the Company has elected to account for these investments at cost less impairment, adjusted for changes in fair value from observable transactions for identical or similar investments of the same issuer as of the respective transaction dates.

Due to poor performance of certain of these investments leading to significant uncertainty regarding their future viability, the Company recorded impairments of $ 36.3 million related to these certain investments during the year ended December 31, 2024.

No change to the carrying amounts were recorded in the year ended December 31, 2023.

Due to poor performance of certain of these investments leading to significant uncertainty regarding their future viability, the Company recorded impairments of $ 4.6 million and $ 36.3 million related to these certain investments during the years ended December 31, 2025 and 2024, respectively.

Use of estimates

14 unchanged sentences

Concentration of credit risk and significant customers

Financial instruments, which potentially expose the Company to concentrations of credit risk, consist primarily of cash and cash equivalents, restricted cash, accounts receivable and derivative contracts.

Financial instruments, which potentially expose the Company to concentrations of credit risk, consist primarily of cash and cash equivalents, short-term investments, restricted cash, accounts receivable and derivative contracts.

The Company’s investment policy imposes certain maturity limits on the Company’s portfolio and restricts the permitted investments to the purchase of bank deposits and highly rated fixed income securities.

Apple, Facebook and Google are significant distribution, marketing, promotion and payment platforms for the Company's games.

Apple and Google are significant distribution, marketing, promotion and payment platforms for the Company's games.

A significant portion of the Company’s revenues has been generated from players who accessed the Company's games through these platforms.

Therefore, the Company's accounts receivable are derived mainly from sales through these three platforms.

Therefore, the Company's accounts receivable are derived mainly from sales through these two platforms.

The following table summarizes the major accounts receivable of the Company as a percentage of the total accounts receivable as of the dates indicated:

2 unchanged sentences

Cash and cash equivalents and Short-term investments

Cash and cash equivalents consist of cash and highly liquid investments with maturities of three months or less from the date of purchase and are stated at the lower of cost or market value.

Cash and cash equivalents consist of cash and highly liquid investments with maturities of three months or less from the date of purchase.

Cash equivalents include investments in term deposits, commercial papers and money market funds that can be redeemed immediately at the current net asset value.

1 unchanged sentence

Such short-term investments include investments in term deposits and commercial papers.

The Company classifies investments in debt securities as available-for-sale (“AFS”).

AFS debt securities are carried at fair value, with unrealized gains and losses, net of tax, reported in accumulated other comprehensive income (loss) in stockholders’ equity.

Realized gains and losses on sale of investments are included in Interest and other, net on the statements of comprehensive income and are derived using the specific identification method for determining the cost of securities sold.

The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity.

Such amortization together with interest on securities is included in Interest and other, net.

The Company accounts for investments in debt securities in accordance with ASC No.

320, " Investments - Debt Securities ".

The Company determines the appropriate classification of its investments at the time of purchase and reevaluates such designation at each balance sheet date.

Unrealized gains and losses, net of tax, reported in accumulated other comprehensive

income (loss) in shareholders' equity (deficit).

Gains and losses are determined using the specific identification method and recognized when realized in the consolidated statements of comprehensive loss.

The Company periodically evaluates its available-for-sale debt securities for impairment in accordance with ASU 2016-13, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments .

If the amortized cost of an individual security exceeds its fair value, the Company considers its intent to sell the security or whether it is more likely than not that it will be required to sell the security before recovery of its amortized basis.

If either of these criteria are met, the Company writes down the security to its fair value and records the impairment charge in the Consolidated Statements of Comprehensive Loss.

If neither of these criteria are met, the Company assesses whether credit loss exists.

In making this assessment, the Company considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and any adverse conditions specifically related to the security, among other factors.

If this assessment indicates that a credit loss may exist, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security.

If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses will be recorded, limited by the amount that the fair value is less than the amortized cost basis.

Any additional impairment not recorded through an allowance for credit losses is recognized in other comprehensive income (loss).

For the years ended December 31, 2025, 2024 and 2023 there were no credit losses.

Restricted cash

16 unchanged sentences

Capitalized internal use software costs were approximately $ 28.8 million, $ 32.9 million and $ 40.4 million during the years ending December 31, 2025, 2024 and 2023, respectively.

The estimated useful life of costs capitalized is generally three years .

The estimated useful life of costs capitalized is generally three

During the years ended December 31, 2025, 2024 and 2023, the amortization of capitalized software costs totaled approximately $ 33.3 million, $ 30.7 million and $ 31.7 million, respectively.

3 unchanged sentences

When determining the fair values of assets acquired and liabilities assumed or incurred, management makes significant estimates and assumptions, especially with respect to intangible assets.

Significant estimates in valuing certain intangible assets include, but are not limited to future expected cash flows from acquired technology and acquired trademarks and user base from a market participant perspective, useful lives and discount rates.

Significant estimates in valuing certain intangible assets include, but are not limited to future expected cash flows from acquired technology, acquired trademarks and user base from a market participant perspective, useful lives and discount rates.

Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable.

21 unchanged sentences

Fair value is generally estimated based on a discounted cash flow analysis.

During the years ended December 31, 2025 and 2024, the Company recorded impairments related to long-lived assets in the amounts of $ 1.8 million and $ 2.7 million, respectively.

There were no impairments of long-lived assets in the year ended December 31, 2023.

The Company is the lessee under non-cancelable office real estate and data center leases.

The Company accounts for its leases under ASC 842, Leases , and determines if a contract contains a lease at inception or modification of a contract.

Operating lease right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and

operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

Operating lease right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments and lease incentives received over the defined lease term.

10 unchanged sentences

The Company primarily derives revenue from the sale of virtual items associated with online games.

The Company distributes its games to the end customer through various web and mobile platforms such as Apple, Facebook, Google, and other web and mobile platforms.

Through these platforms, users can download the Company’s free-to-play games and can purchase virtual currency which is redeemed in the game for virtual goods, or players can purchase virtual goods directly (collectively referred to as virtual items) to enhance their game-playing experience.

The Company distributes its games to the end customer through various web and mobile platforms such as Apple, Google, and other web and mobile platforms, as well as through its own Direct-to-Consumer platform.

The initial download of the games does not create a contract under ASC 606, Revenue from Contracts with Customers ;

19 unchanged sentences

The Company recognizes revenue from the sale of durable virtual items ratably over the estimated average life of the paying player, which is estimated on an individual game basis and generally ranges from six months to twelve months .

The Company estimates the average life of the paying player based on historical paying player patterns and playing behaviors within each of the specific

games that offer durable virtual items.

The Company estimates the average life of the paying player based on historical paying player patterns and playing behaviors within each of the specific games that offer durable virtual items.

The Company monitors its operational data and player patterns and re-assesses its estimates on a quarterly basis.

6 unchanged sentences

impressions, offers completed, etc.) and the contractually agreed upon price per unit.

Revenue from advertisements and offers are recognized at a point-in-time when the advertisements are displayed in the game or the offer has been completed by the user as the customer simultaneously receives and consumes the benefits provided from these services.

The Company has determined that it is generally acting as an agent in its advertising arrangements as the advertising service providers maintain the relationship with the customers, control the pricing of the advertising such that the Company does not know the total price paid by the customer to the service providers, and control the advertising product through the time the advertisements are displayed in the Company’s games.

Revenue from advertisements and offers are recognized at a point-in-time when the advertisements are displayed in the game or the offer has been completed by the user.

The Company has determined that it is generally acting as an agent in its advertising arrangements as the advertising service providers maintain the relationship with

the customers, control the pricing of the advertising such that the Company does not know the total price paid by the customer to the service providers, and control the advertising product through the time the advertisements are displayed in the Company’s games.

Therefore, the Company recognizes revenue related to these arrangements on a net basis.

5 unchanged sentences

The Company has a stock-based compensation program which provides for equity awards including time-based stock options, restricted stock units (“RSUs”) and performance stock units (“PSUs”).

Stock-based compensation expense is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense on a straight-line basis over the requisite service period for options and RSUs and on an accelerated basis for PSUs.

The Company records forfeitures as a reduction of stock-based compensation expense as those forfeitures occur.

The Company uses the Black-Scholes option pricing model to estimate the grant-date fair value associated with all stock options and for grants of RSUs and certain PSUs subsequent to the commencement of the Company paying dividends.

As it does not have a long history of market prices for its common stock because the stock was not publicly traded prior to January 2021, the Company uses observable data for a group of peer companies that grant options with substantially similar terms to assist in developing its volatility assumptions.

The Company used the associated per-share value at the time of grant to determine the compensation cost to be recognized associated with grants of RSUs and PSUs prior to the commencement of the Company paying dividends, and the Black-Scholes option pricing model to estimate the grant-date fair value associated with all stock options.

For grants of RSUs and certain PSUs subsequent to the commencement of the Company paying dividends, the Company estimates the fair value for compensation cost using the value of its common stock on the date of grant, reduced by the present value of dividends expected to be paid on its shares of common stock prior to vesting.

For PSUs without market conditions, the Company reviews the estimates of performance against the defined criteria to assess the expected payout of each outstanding PSU grant quarterly, or more frequently if events or changes in circumstances indicate there may be a change, and adjusts the stock compensation expense accordingly.

1 unchanged sentence

Stock compensation expense related to PSUs with market conditions is recognized unless the requisite service period is not fulfilled.

The Company’s estimate of the grant-date fair value is affected by the following assumptions regarding complex and subjective variables.

Any changes in these assumptions may materially affect the estimated fair value of the stock-based award.

– Fair value of common stock - The Company uses the public trading price of its common stock on the Nasdaq stock market to determine the fair value of its common stock.

– Risk-free interest rate - The risk-free interest rate is estimated based on the U.S.

Treasury yield curve in effect at the time of grant and with maturities consistent with the expected term of the respective equity award.

– Expected dividend yield - The fair value of all options and RSUs granted prior to February 2024 was determined based upon the assumption that we would not pay cash dividends on shares of our common stock.

Subsequent to this date, the Company estimates the dividend yield based on the expected annual dividend per share divided by the closing stock price on the grant date.

– Expected term - For options, the Company estimated the expected term based on the average time between the vesting date and expiration date, ten years after the grant date, of the respective equity option award.

For RSUs, the Company estimated the expected term, typically two to three years, based on the average time between the grant date and the final vesting date of the respective RSU award.

– Expected volatility – Prior to obtaining sufficient trading history of its own stock, the Company estimated volatility based on the volatilities exhibited by comparable public companies and the Company’s capital structure and utilized the observable data for a group of peer companies that grant options with substantially similar terms to assist in developing its volatility assumptions.

If factors change and the Company employs different assumptions, stock-based compensation cost on future awards may differ significantly from what the Company has recorded in the past.

23 unchanged sentences

Retention Plan (the “2021-2024 Retention Plan”) in order to retain key employees and reward them for contributing to the success of the Company.

Under the 2021-2024 Retention Plan, eligible employees were granted retention units that let them receive their pro rata portion of a retention pool of $ 25

million per year for each of the plan years, and were also granted appreciation units which allow the employee to receive their pro-rata portion of an appreciation pool calculated as a specified percentage of Retention Plan Adjusted EBITDA for each of the plan years as described further in Note 19, Appreciation and Retention Plans .

Under the 2021-2024 Retention

Plan, eligible employees were granted retention units that let them receive their pro rata portion of a retention pool of $ 25 million per year for each of the plan years, and were also granted appreciation units which allow the employee to receive their pro-rata portion of an appreciation pool calculated as a specified percentage of Retention Plan Adjusted EBITDA for each of the plan years as described further in Note 20, Appreciation and Retention Plans .

The value of each unit of the 2021-2024 Retention Plan is being amortized into compensation expense using the straight-line method, which will result in the recognition of compensation costs in the same years as the underlying EBITDA used in the plan measurement is earned.

5 unchanged sentences

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.

Expense resulting from contributions in accordance with Section 14 for the years ended December 31, 2024, 2023 and 2022 was $ 8.4 million, $ 7.6 million and $ 8.5 million, respectively, and is recorded in the financial statement line item relevant to each of the severed employees.

Expense resulting from contributions in accordance with Section 14 for the years ended December 31, 2025, 2024 and 2023 was $ 10.8 million, $ 8.4 million and $ 7.6 million, respectively, and is recorded in respective functional line items.

Exit or disposal activities

The Company accounts for exit or disposal cost obligations, including restructuring activities, under ASC 420-10, Exit or Disposal Cost Obligations , which requires that companies only record liabilities for such activities when such liabilities have been incurred.

During the second quarter of 2022, the Company announced the closure of its Montreal, Los Angeles, Helsinki and London studios, along with limited other cost reduction activities.

Severance payments associated with these closures were recorded as liabilities and recognized as expense over the period such payments were earned.

During the fourth quarter of 2022, the Company reduced its workforce by approximately ten percent.

Severance liabilities associated with this reduction in force were recorded as the reduction in force was completed.

Total severance expense for the year ended December 31, 2022, for both the site closures and the reduction in force totaled approximately $ 16.4 million, included within operating expenses on the consolidated statements of comprehensive income.

There was no severance expense related to the 2022 site closures or reduction in force in 2024 or 2023.

Derivative instruments

5 unchanged sentences

Based upon this analysis, the Company concluded that the hedging instruments are expected to be highly effective at offsetting changes in the hedged transactions attributable to the risk being hedged.

For each future reporting period, the Company will continue performing

retrospective and prospective assessments of hedge effectiveness in a single regression analysis by updating the regression analysis that was prepared at the inception of the hedging relationship.

For each future reporting period, the Company will continue performing retrospective and prospective assessments of hedge effectiveness in a single regression analysis by updating the regression analysis that was prepared at the inception of the hedging relationship.

The Company uses foreign currency derivative contracts to reduce its exposure to fluctuating exchange rates between the United States dollar (as the Company’s functional currency) and certain expense lines denominated in Euros (“EUR”), Israeli Shekels (“ILS”), Polish Zloty (“PLN”) and Romanian Leu (“RON”).

25 unchanged sentences

Accounting standards recently adopted by the Company

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis.

Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) .

ASU 2023-09 requires that public business entities expand their annual disclosures related to rate reconciliation and income taxes paid, and provide a disaggregated presentation between domestic and foreign income or loss from continuing operations before income tax expense and income tax expense or benefit from continuing operations.

The Company adopted this standard as of January 1, 2025 on a retrospective basis.

The adoption of this standard affected disclosures in Note 22, Income Taxes .

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses for Accounts Receivable and Contract Assets.

ASU 2025-05 provides a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers .

The practical expedient assumes that current conditions as of the balance sheet

date do not change for the remaining life of the assets.

The Company adopted this standard as of January 1, 2026.

1 unchanged sentence

Recently issued accounting standards not yet adopted by the Company

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) .

This guidance is effective for annual periods beginning after December 15, 2024.

The Company is currently evaluating the impact of adopting ASU 2023-09.

In November 2024, the FASB issued ASU 2024-03, Income Statement, Reporting Comprehensive Income, Expense Disaggregation Disclosures (Subtopic 220-40).

2 unchanged sentences

The Company is currently evaluating the impact of adopting ASU 2024-03.

In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40).

ASU 2025-06 requires public companies to apply property, plant, and equipment-style disclosure requirements to internal-use software costs, eliminate stage-based capitalization models, and begin capitalizing software development costs once management commits to funding a project and completion is probable under the new “probable-to-complete” threshold.

This guidance is effective for annual periods beginning after December 15, 2027.

The Company is currently evaluating the impact of adopting ASU 2025-06.

BUSINESS COMBINATIONS

3 unchanged sentences

(“Playtika Limited”), a wholly owned subsidiary of the Company, completed Playtika Limited’s previously announced acquisition (the “Transaction”) of all of the issued and outstanding share capital of SuperPlay Ltd.

(“SuperPlay”) pursuant to that certain Share Purchase Agreement (the “Purchase Agreement”), dated September 18, 2024 by and among the Company, Playtika Limited, SuperPlay, the shareholders of SuperPlay (the “Sellers”) and Gigi Levy-Weiss, as the shareholder representative, for an aggregate purchase price equal to (i) $ 700.0 million, payable at the closing of the Transaction, subject to certain post-closing adjustments, plus (ii) earnout payments of up to $ 1.250 billion, the amounts of which will be based on certain gross revenue growth and Adjusted EBITDA metrics of SuperPlay during the calendar years 2025, 2026 and 2027, in each case, payable following the end of the applicable measurement period.

(“SuperPlay”) pursuant to that certain Share Purchase Agreement (the “Purchase Agreement”), dated September 18, 2024 by and among the Company, Playtika Limited, SuperPlay, the shareholders of SuperPlay (the “Sellers”) and Gigi Levy-Weiss, as the shareholder representative, for an aggregate purchase price equal to (i) $ 700.0 million, payable at the closing of the Transaction, subject to certain post-closing adjustments, plus (ii) earnout payments of up to $ 1.250 billion, the amounts of which will be based on certain gross revenue growth and Adjusted EBITDA metrics of SuperPlay (“SuperPlay Adjusted EBITDA”) during the calendar years 2025, 2026 and 2027, in each case, payable following the end of the applicable measurement period.

In addition, the Company granted approximately $ 50 million to SuperPlay’s employees in accordance with the Transaction terms, which is expected to vest and be expensed over up to four years .

The acquisition was accounted for as a business combination

Within the accompanying consolidated financial statements, management has recorded its preliminary estimates of the assets acquired and liabilities assumed or incurred in the acquisition, along with an estimate of the fair value for contingent consideration payable, based upon management’s financial models for this acquisition, and upon similar allocations from prior acquisitions.

The Company has engaged a third-party valuation specialist to assist the Company with this preliminary valuation and such valuations are expected to be finalized during the first quarter of 2025.

Although the Company does not expect material changes to this preliminary valuation, the valuation is not complete, and the review and finalization of this valuation and the associated accounting applied to the acquisition transaction could result in changes to the values assigned to the acquired assets and liabilities based on additional information about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date.

Management has accounted for this acquisition as a business combination.

As such, management has recorded the identified assets and liabilities at their respective fair value.

The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities was recorded as goodwill.

The purchase consideration also included a liability classified contingent consideration, measured at fair value through earnings.

The Company finalized the purchase accounting valuation in the fourth quarter of 2025.

During the year ended December 31, 2025, the Company adjusted goodwill, other current assets and deferred tax asset.

Other than these adjustments, there were no other material changes to the initial purchase price allocation.

The goodwill, which is non-deductible for tax purposes, is generally attributable to synergies between the Company's and SuperPlay's respective studio operations and games.

20 unchanged sentences

The developed game assets acquired and included in the above table are being amortized on a straight-line basis over their estimated useful life of seven years , which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized.

The Company estimated the fair value of its contingent consideration using a Monte Carlo simulation.

The significant assumptions used in the model include revenue volatility of 20 % and a 20-year-risk free rate of 4.7 %.

The Company estimated the fair value of its contingent consideration as of the acquisition date using a Monte Carlo simulation.

The significant assumptions used in the model include revenue volatility of 20 %, discount rate of 14.3 % and a risk free rate of 4.7 %.

Transaction costs incurred by the Company in connection with the SuperPlay acquisition, were approximately $ 13.4 million for the year ended December 31, 2024, and were recorded within general and administrative expenses in the consolidated statements of comprehensive income.

The Company’s statement of comprehensive income for the year ended December 31, 2024, includes $ 47.6 million of revenue and $ 8.8 million of net loss attributed to SuperPlay from the date of acquisition through December 31, 2024.

In May 2025, the Share Purchase Agreement was amended to adjust certain covenants.

During the year ended December 31, 2025, the Company recorded $ 379.4 million of expense to adjust contingent consideration associated with the SuperPlay Acquisition to its estimated fair value of $ 734.0 million as of December 31, 2025, which is comprised of $ 454.0 million in current Contingent consideration and $ 280.0 million in long-term Contingent consideration on the accompanying consolidated balance sheet.

Pro Forma Financial Information (Unaudited)

The following unaudited pro forma financial information presents the results of operations of the Company as if the SuperPlay acquisition had occurred on January 1, 2023, and includes adjustments primarily related to recognition of transaction and retention costs, amortization of acquired intangible assets, and recognition of stock-based compensation associated with PSU awards that would have been achieved based on 2023 pro forma financial results.

The unaudited pro forma financial information is based on preliminary estimates and assumptions and on the information available at the time of the preparation thereof.

The unaudited pro

forma financial information is based on preliminary estimates and assumptions and on the information available at the time of the preparation thereof.

Any of these preliminary estimates and assumptions may change, be revised or prove to be materially different, and the estimates and assumptions may not be representative of facts existing at the time of the SuperPlay acquisition.

acquisition had occurred as of the dates assumed, nor are they necessarily indicative of future consolidated results of operations.

The information has been prepared by management for illustrative purposes only and does not purport to represent what the results of operations, financial condition or other financial information of the Company would have been if SuperPlay acquisition had occurred as of the dates assumed, nor are they necessarily indicative of future consolidated results of operations.

Year ended December 31,

2 unchanged sentences

Pro forma net income (loss) ( 54.1 ) 87.9

Other development transactions

During 2024, 2023 and 2022, the Company has made a small number of minority investments in early-stage high-growth potential game developers, all of which are accounted for as investments in unconsolidated affiliates.

Acquisition of G.S InnPlay Labs Ltd.

5 unchanged sentences

Within the accompanying consolidated financial statements, management has recorded the assets acquired and liabilities assumed or incurred in the acquisition, along with an estimate of the fair value for contingent consideration payable, based upon management’s financial models for this acquisition, and upon similar allocations from prior acquisitions.

The Company has engaged a third-party valuation specialist to assist the Company with estimating the acquisition-date fair value of the intangible assets acquired and contingent consideration payable.

This valuation was finalized during the fourth quarter 2023.

31 unchanged sentences

Within the accompanying consolidated financial statements, management has recorded the assets acquired and liabilities assumed or incurred in the acquisition, along with its estimate of the fair value for contingent consideration payable, based upon management’s financial models for this acquisition, and upon similar allocations from prior acquisitions.

This valuation was finalized during the fourth quarter 2023 with no material adjustments from the Company’s initial estimates.

12 unchanged sentences

Transaction costs incurred by the Company in connection with the Youda Games acquisition, were approximately $ 1.6 million for the year ended December 31, 2025, and were recorded within general and administrative expenses in the consolidated statements of comprehensive income.

Pro forma results of operations for this acquisition subsequent to the August 28, 2023 acquisition date have not been presented because the incremental results from Youda Games are not material to the consolidated statements of comprehensive income presented herein.

Acquisition of JustPlay.LOL Ltd

On March 21, 2022, the Company acquired all of the issued and outstanding shares of JustPlay.LOL Ltd.

(“JustPlay”) consistent with the Company’s strategy to increase its breadth of entertainment genres and leverage the Company’s technology platforms to enhance game-operations.

Terms of the acquisition agreement include initial cash consideration of $ 30 million plus an earnout based on the performance of the acquired business, with a maximum total consideration of $ 120 million, subject to customary adjustments.

The acquisition was accounted for as a business combination.

The goodwill, which is non-deductible for tax purposes, is generally attributable to synergies between the Company's and JustPlay's respective studio operations and games.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed or incurred (in millions):

Consideration

Total Consideration $ 42.0

Cash acquired ( 0.7 )

Total consideration, net of cash acquired 41.3

Acquisition date fair value of contingent consideration ( 11.4 )

Consideration paid as of March 23, 2022 $ 29.9

Identifiable assets acquired and liabilities assumed or incurred

Accounts receivable $ 1.0

Property and equipment 0.1

Intangible assets other than goodwill 12.3

Goodwill 29.7

Contingent consideration ( 11.4 )

Deferred tax liability ( 1.5 )

Liabilities assumed ( 0.3 )

Total identifiable assets acquired and liabilities assumed or incurred $ 29.9

The developed game assets acquired and included in the above table are being amortized on a straight-line basis over their estimated useful life of six years , which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized.

Transaction costs incurred by the Company in connection with the JustPlay acquisition, were approximately $ 0.5 million for the year ended December 31, 2022, and were recorded within general and administrative expenses in the consolidated statements of comprehensive income.

Pro forma results of operations for this acquisition subsequent to the March 21, 2022 acquisition date have not been presented because the incremental results from JustPlay are not material to the consolidated statements of comprehensive income presented herein.

As of December 31, 2024, all contingent consideration related to the JustPlay acquisition has been paid.

Pro forma results of operations for this acquisition subsequent to the August 28, 2023 acquisition date have not been presented because the incremental results from Youda Games, both individually and when aggregated with InnPlay pro forma results of operations, are not material to the consolidated statements of comprehensive income presented herein.

Other development transactions

During 2025, 2024 and 2023, the Company made a small number of minority investments in early-stage high-growth potential game developers, all of which are accounted for as investments in unconsolidated affiliates.

CASH EQUIVALENTS

6 unchanged sentences

Therefore, the Company did not recognize an allowance for credit losses.

SHORT-TERM INVESTMENTS

Short-term investments at December 31, 2025 are as follows (in millions):

December 31, 2025

Amortized cost Allowance for credit losses Unrealized gains, gross

Unrealized losses, gross

Term deposits $ 71.8 $ — $ — $ —

Commercial papers 64.2 — — —

Total short-term investments $ 136.0 $ — $ — $ —

The Company did not hold short-term investments at December 31, 2024.

PREPAID EXPENSES AND OTHER CURRENT ASSETS

2 unchanged sentences

Prepaid expenses 21.6 28.2

Derivative instruments - interest rate swaps 19.4 25.3

Deferred charges 5.5 9.4

Derivative instruments - interest rate swaps 4.9 19.4

Other 14.0 5.2

13 unchanged sentences

Balance at beginning of period $ 1,692.3 $ 987.2

Goodwill acquired during the year 711.6 172.2

Foreign currency translation adjustments 13.4 ( 6.5 )

Goodwill acquired during the year — 711.6

Adjustment to purchase price allocation ( 10.0 ) —

Balance at end of period $ 1,695.7 $ 1,692.3

As of October 1 of each year, the Company performed a qualitative assessment for its reporting unit and concluded that the qualitative assessment did not result in a more likely than not indication of goodwill impairment, and therefore no further impairment testing was required.

As of October 1 of each year, the Company performed its annual goodwill impairment analysis.

Accordingly, during the years ended December 31, 2025, 2024 and 2023, no impairment charge was recognized.

19 unchanged sentences

During the years ended December 31, 2025, 2024 and 2023, the Company recorded amortization expense in the amounts of $ 188.0 million, $ 119.2 million and $ 112.3 million, respectively.

There was $ 1.4 million of impairment to intangible assets in the year ended December 31, 2025.

In the fourth quarter of 2024, the Company recorded an impairment charge of $ 29.9 million related to the Redecor game title based upon continued lower than expected performance of that title.

The Company had previously recorded an impairment of $ 41.6 million on this title in the third quarter of 2023.

The Company had previously recorded an impairmen t of $ 41.6 million on this title in the third quarter of 2023.

In the second quarter of 2023, the Company recorded an intangible asset impairment of $ 9.7 million related to JustPlay.LOL Ltd’s game title.

There was no impairment of intangible assets in the year ended December 31, 2022.

As of December 31, 2025, the total expected future amortization related to intangible assets was as follows (in millions):

4 unchanged sentences

Long-term tax assets $ 107.5 $ 153.1

Unrecognized gain on interest rate swaps 9.8 15.2

Deposits 4.3 4.1

Unrecognized gain on interest rate swaps — 9.8

Total other non-current assets $ 115.8 $ 167.0

3 unchanged sentences

Accrued expenses 113.9 113.3

Tax accruals 49.4 35.4

Media buy 57.2 47.9

1 unchanged sentence

Deferred revenues 28.8 36.4

Contingent consideration 25.0 46.0

Tax accruals 15.1 49.4

Total accrued expenses and other current liabilities $ 395.0 $ 438.0

8 unchanged sentences

The Company’s ROU assets and lease liabilities were calculated using the initial CPI and will not be subsequently adjusted.

Any increases or decreases in lease payments resulting from subsequent changes in the CPI are expensed as incurred.

Certain leases include renewal options that management believes are reasonably certain to be exercised.

5 unchanged sentences

Cash paid for amounts included in the measurement of operating lease liabilities was $ 28.1 million, $ 24.6 million and $ 18.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The Company recognized $ 0.6 million and $ 0.1 million of income in December 31, 2024 and 2023, respectively, related to the subleases for office space with a weighted average remaining lease term of 4.0 years.

There was no sublease income in 2022.

The Company recognized $ 1.0 million, $ 0.6 million and $ 0.1 million of income in December 31, 2025, 2024 and 2023 respectively, related to the subleases for office space with a weighted average remaining lease term of 3.1 years.

Maturities of lease liabilities are as follows (in millions):

3 unchanged sentences

Present value of lease liabilities $ 142.9

As of December 31, 2024, the Company has entered one lease agreement for office space that has not yet commenced.

This lease is expected to result in an additional right-of-use asset and lease liability of approximately $ 28.7 million when it commences in 2025.

The lease term is 10 years and include options to extend for up to an additional 10 years.

December 31, 2025 December 31, 2024

(in millions, except interest rates) Maturity

Interest rate(s) Book value

Interest rate Book value

Term Loan 2028 6.780 % $ 1,793.2 $ 1,809.8 $ 1,805.4

15 unchanged sentences

The New Term Loan matures on March 11, 2028 and requires scheduled quarterly principal payments in amounts equal to 0.25 % of the original aggregate principal amount of the New Term Loan, with the balance due at maturity.

On April 23, 2025, the Company entered into a Fourth Amendment (the “Fourth Amendment”) to the Credit Agreement which, among other things, (a) amended the Pricing Grid (as defined in the Credit Agreement) for the Company’s revolving credit facility under the Credit Agreement (the “Revolving Credit Facility”), and (b) decreased the aggregate principal amount of the Revolving Credit Facility from $ 600 million to $ 550 million .

The Fourth Amendment was also intended to extend the maturity of the Revolving Credit Facility to September 11, 2027, subject to the Credit Agreement being filed and registered with the National Development and Reform Commission of the People’s Republic of China (the “NDRC”) unless the NDRC states in writing that such registration is not required.

This filing requirement with the NDRC is required of the Company’s controlling shareholder due to the fact that the controlling shareholder is controlled by a citizen of the People’s Republic of China.

On December 9, 2025, the Company’s controlling shareholder elected to withdraw its filing of the Credit Agreement with the NDRC and, as a result, the maturity of the Revolving Credit Facility was not extended under the Fourth Amendment.

On February 16, 2026, the Company entered into an Incremental Assumption Agreement No.

4 and Fifth Amendment (the “Fifth Amendment”) to the Credit Agreement which, among other things, will effect a refinancing of the Company’s existing $ 550 million revolving credit facility under the Credit Agreement (the “New Revolving Credit Facility”) on March 11, 2026 subject to the satisfaction of certain conditions set forth therein.

The New Revolving Credit Facility will mature on March 6,

Other than the revised maturity date, the New Revolving Credit Facility retains the same material terms as the Company’s existing revolving credit facility immediately prior to the effectiveness of the Fifth Amendment.

The Credit Agreement allows the Company to request one or more incremental term loan facilities, incremental revolving credit facilities and/or increases to the New Term Loan or the Revolving Credit Facility in an aggregate amount of up to the sum of (x) the greater of (1) $ 800 million and (2) 1.00 times EBITDA (as defined in the Credit Agreement) plus (y) the amount of certain voluntary prepayments of indebtedness plus (z) such additional amount so long as, (i) in the case of loans under additional credit facilities that are secured by liens on the collateral securing the Credit Agreement, the Company's net total secured leverage ratio on a pro forma basis would not exceed 3.50 to 1.00 (or in the case of incremental facilities to fund certain investments and acquisitions, the net total secured leverage ratio immediately prior to such incurrence) and (iii) in the case of any other loans under additional credit facilities, the Company's fixed charge coverage ratio on a pro forma basis would not be less than 2.00 to 1.00 (or in the case of incremental facilities to fund certain investments and acquisitions, the fixed charge coverage ratio immediately prior to such incurrence), in each case, subject to certain conditions and receipt of commitments by existing or additional financial institutions or institutional lenders.

1 unchanged sentence

Interest and Fees

Borrowings under the Credit Agreement bear interest at a rate equal to, at the Company’s option, either (a) LIBOR determined by reference to the cost of funds for Eurodollar deposits for the interest period relevant to such borrowing, adjusted for certain additional costs, subject to a floor of 0 % or (b) a base rate determined by reference to the highest of (i) the federal funds rate plus 0.50 %, (ii) the prime rate as determined by the administrative agent and (iii) the one-month adjusted LIBOR rate plus 1.00 %, in each case plus an applicable margin.

Such applicable margin is (x) with respect to the New Term Loan, 2.75 % per annum in the case of any LIBOR loan or 1.75 % per annum in the case of any base rate loan, subject to one 0.25 % step-down based on the Company’s credit ratings and (y) in the case of the Revolving Credit Facility, a range from 2.25 % to 3.00 % per annum in the case of any LIBOR loan and a range from 1.25 % to 2.00 % per annum in the case of any base rate loan, based on the Company’s net senior secured leverage ratio.

Pursuant to the terms of the Fourth Amendment in 2025, borrowings under the Revolving Credit Facility bear interest at a rate equal to, at the Company’s option, either (a) a forward-looking term rate based on the secured overnight financing rate for the applicable interest period (“Term SOFR”), subject to a floor of 0.00 % or (b) a base rate determined by reference to the highest of (i) the federal funds rate plus 0.50 % , (ii) the prime rate as determined by the administrative agent and (iii) the one-month Term SOFR plus 1.00 % per annum, in each case plus an applicable margin.

Such applicable margin with respect to the Revolving Credit Facility is 3.00 % per annum in the case of any Term SOFR loan and 2.00 % per annum in the case of any base rate loan, subject to three 0.25 % step-downs based on the Company’s first lien net leverage ratio.

In addition, on a quarterly basis, the Company is required to pay each lender under the Revolving Credit Facility a commitment fee in respect of any unused commitments under the Revolving Credit Facility in the amount of 0.50 % of the principal amount of the unused commitments of such lender, subject to two 0.125 % step-downs based on the Company’s first lien net leverage ratio.

The Company is also required to pay customary agency fees as well as letter of credit participation fees on outstanding letters of credit.

On June 19, 2023, the Company amended the Credit Agreement pursuant to a Third Amendment to Credit Agreement (the “Third Amendment”).

The Third Amendment amended the Credit Agreement to bear interest or incur fees and other amounts denominated in Dollars to be based on the Adjusted Term Secured Overnight Financing Rate (“SOFR”) plus an applicable spread adjustment, rather than the previously permitted Adjusted Eurocurrency Rate, starting in the third quarter of 2023.

amendment did not have an impact on the Company’s consolidated financial statements or the effectiveness of the Company’s interest rate swap agreements.

The amendment did not have an impact on the Company’s consolidated financial statements or the effectiveness of the Company’s interest rate swap agreements.

In addition, on a quarterly basis, the Company is required to pay each lender under the Revolving Credit Facility a commitment fee in respect of any unused commitments under the Revolving Credit Facility in the amount of 0.50 % of the principal amount of the daily unused commitments of such lender, subject to step-downs to 0.375 % and 0.25 % based upon the Company's senior secured leverage ratio.

9 unchanged sentences

Restrictive Covenants

The Revolving Credit Facility includes a maximum first-priority net senior secured leverage ratio financial maintenance covenant of 6.25 to 1.00, calculated as total first lien senior secured net debt divided by Credit Adjusted EBITDA.

At December 31, 2024, the Company’s first-priority net senior secured leverage ratio was 1.67 to 1.00 based upon Credit Adjusted EBITDA of $ 757.7 million and net debt (as defined in the Credit Agreement) of $ 1,263.3 million.

At December 31, 2025, the Company’s first-priority net senior secured leverage ratio was 1.31 to 1.00 based upon Adjusted EBITDA of $ 753.2 million and net debt (as defined in the Credit Agreement) of $ 989.6 million.

In addition, the Credit Agreement includes negative covenants, subject to certain exceptions, restricting or limiting the Company's ability and the ability of its restricted subsidiaries to, among other things:

10 unchanged sentences

(xi) change the fiscal year and (xii) modify subordinated debt documents.

Under the Credit Agreement, the Company may be required to meet specified leverage ratios

or fixed charge coverage ratios in order to take certain actions, such as incurring certain debt or liens or making certain investments.

Under the Credit Agreement, the Company may be required to meet specified leverage ratios or fixed charge coverage ratios in order to take certain actions, such as incurring certain debt or liens or making certain investments.

The Company was in compliance with its financial and other covenants under the Credit Agreement as of December 31, 2025.

9 unchanged sentences

In addition, the Notes and the note guarantees are structurally subordinated to the existing and future liabilities of the Company’s non-guarantor subsidiaries.

The Company may redeem the Notes at any time on or after March 15, 2024, in whole or in part, at a redemption price equal to (i) 102.125 % of the principal amount thereof, should such redemption occur before March 15, 2025, (ii) 101.063 % of the principal amount thereof, should such redemption occur before March 15, 2026, and (iii) 100.000 % of the principal amount thereof, should such redemption occur on or after March 15, 2026, in each case plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

The Company may redeem the Notes at any time on or after March 15, 2024, in whole or in part, at a redemption price equal to (i) 101.063 % of the principal amount thereof, should such redemption occur before March 15, 2026, and (ii) 100.000 % of the principal amount thereof, should such redemption occur on or after March 15, 2026, in each case plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

The Indenture contains customary covenants that limit the Company’s ability and, in certain instances, the ability of the Company’s subsidiaries, to borrow money, create liens on assets, make distributions and pay dividends on or redeem or repurchase stock, make certain types of investments, sell stock in certain subsidiaries, enter into agreements that restrict dividends or other payments from subsidiaries, enter into transactions with affiliates, issue guarantees of indebtedness, and sell assets or merge with other companies.

24 unchanged sentences

2020 Incentive Award Plan (the “Plan”).

The Plan authorizes the issuance of stock options, restricted stock, RSUs, PSUs, dividend equivalents, stock

appreciation rights, performance bonus awards and other incentive awards.

The Plan authorizes the issuance of stock options, restricted stock, RSUs, PSUs, dividend equivalents, stock appreciation rights, performance bonus awards and other incentive awards.

The Plan authorizes the grant of awards to employees, non-employee directors and consultants of the Company.

As of December 31, 2024, a total of 63,401,657 shares of the Company’s common stock had been allocated to awards granted under the Plan and 957,970 shares remained available for future grants.

As of December 31, 2025, a total of 75.6 million shares of the Company’s common stock had been allocated to awards granted under the Plan and 8.4 million shares remained available for future grants.

If, on January 1st of each year through January 2030, the number of shares available for grant is less than 3.5 % of the total shares of the Company’s outstanding common stock, then the number of shares available for grant will increase to an amount equal to the lesser of (i) 3.5 % of the total shares of the Company’s outstanding common stock or (ii) such number of shares determined by the Board of Directors.

On January 1, 2025 and 2024, the number of shares of issuance under the Plan increased by 12.2 million and 7.2 million, respectively.

On January 1, 2023, there was no increase to the number of shares available for issuance under the Plan.

On January 1, 2026, 2025 and 2024, the number of shares of issuance under the Plan increased by 4.6 million, 12.2 million and 7.2 million, respectively.

Option Repricing

7 unchanged sentences

The Company’s shares outstanding and treasury stock are presented, and both basic and diluted earnings per share have been calculated, as if the entire 51,813,472 shares accepted in the Tender Offer were purchased on the closing date of the Tender Offer.

Option Exchange

On November 14, 2022, the Company commenced a voluntary, one-time stock option exchange program (the “Option Exchange”) pursuant to which eligible service providers (including eligible employees) were able to exchange outstanding stock options for a lesser amount of new RSUs to be issued under the Plan.

No members of the Board held outstanding stock options and therefore the members of the Board did not participate in the Option Exchange.

Service providers who elected to participate in the Option Exchange received one RSU for every 2.5 shares of Playtika common stock underlying the eligible options surrendered.

This “exchange ratio” ( 2.5 -for-1) was applied on a grant-by-grant basis.

On December 15, 2022, 10,886,748 options were exchanged for 4,353,438 RSUs.

The Company accounted for the Option Exchange as a modification and is recording incremental compensation expense of approximately $ 10.1 million from the time of the Option Exchange through the remaining vesting period.

Cash Dividend

On April 5, July 5 and October 4, 2024, in accordance with approval by the Board of Directors of the Company (“the Board”), the Company paid cash dividends of $ 0.10 per shares of the Company’s outstanding common stock.

On April 4, July 7 and October 10, 2025, in accordance with approval by the Board of Directors of the Company (“the Board”), the Company paid cash dividends of $ 0.10 per share of the Company’s outstanding common stock.

Additionally, the Board declared a cash dividend of $ 0.10 per share of the Company’s outstanding common stock, that was paid on January 9, 2026 to stockholders of record as of the close of business on December 26, 2025.

2 unchanged sentences

On May 9, 2024, the Company announced that its Board of Directors authorized a stock repurchase program for up to $ 150 million of the Company’s common stock.

Under the repurchase program, repurchases can be made using a variety of methods, which may include open market purchases, privately negotiated transactions or otherwise, all in accordance with the rules of the Securities and Exchange Commission and other applicable legal requirements.

Under the repurchase program, repurchases can be made using a variety of methods, which may include open market purchases, privately negotiated transactions or otherwise.

The specific timing, price and size of purchases will depend on prevailing stock prices, general economic and market conditions, and other considerations.

11 unchanged sentences

Granted — $ —

Cancelled ( 0.4 ) $ 18.67

Exercised — $ —

Forfeited ( 0.2 ) $ 18.61

Expired — $ —

4 unchanged sentences

There were no stock options exercised during the years ended December 31, 2025, 2024 or 2023.

The weighted-average grant-date fair value of stock options granted during the year ended December 31, 2023 was $ 10.29 per share.

There were no stock options granted during the year ended December 31, 2024.

There were no stock options granted during the years ended December 31, 2025 and 2024.

The Company will issue new shares of common stock upon exercise of stock options.

The Company uses the Black-Scholes option pricing model to estimate the grant-date fair value associated with all employee stock options and for grants of RSUs and certain PSUs subsequent to the commencement of the Company paying dividends, which is affected by the following assumptions regarding complex and subjective variables.

Any changes in these assumptions may materially affect the estimated fair value of the stock-based award.

– Fair value of common stock - The Company uses the public trading price of its common stock on the Nasdaq stock market to determine the fair value of its common stock.

– Risk-free interest rate - The risk-free interest rate is estimated based on the U.S.

Treasury yield curve in effect at the time of grant and with maturities consistent with the expected term of the respective equity award.

Subsequent to this date, the Company estimates the dividend yield based on the expected annual dividend per share divided by the closing stock price on the grant date.

For RSUs, the Company estimated the expected term based on the average time between the grant date and the final vesting date of the respective RSU award, typically two to four years .

– Expected volatility – Prior to the Company’s initial public offering of equity in January 2021, as the Company was a private company at the time of valuation, the Company estimated volatility based on the volatilities exhibited by comparable public companies and the Company’s capital structure and utilized the observable data for a group of peer companies that grant options with substantially similar terms to assist in developing its volatility assumption.

Subsequent to the Company’s initial public offering, the Company continues to estimate volatility in the same manner as it has not yet established sufficient history to estimate volatility of its own shares.

The table below summarizes the assumptions used for the options granted in the year ended December 31, 2023:

Risk-free interest rate 3.34 % - 3.79 %

Expected dividend yield —

Expected term in years 6.1

Expected volatility 52.13 % - 52.79 %

For options, 25 % of the options generally vest on the first anniversary of the grant date, and the remaining 75 % of the options vest in equal quarterly installments during the three years following the first anniversary of the grant date.

7 unchanged sentences

Outstanding at January 1, 2023

Granted 13.8 $ 8.81

Vested ( 6.4 ) $ 19.00 $ 61.6

Cancelled ( 3.0 ) $ 22.30

Forfeited ( 1.0 ) $ 17.67

Outstanding at December 31, 2023

1 unchanged sentence

Vested ( 5.7 ) $ 16.98 $ 42.2

Cancelled ( 1.0 ) $ 17.67

Forfeited ( 3.4 ) $ 11.75

Outstanding at December 31, 2024

1 unchanged sentence

Vested ( 6.6 ) $ 10.08 $ 29.8

Cancelled ( 3.4 ) $ 11.75

Forfeited ( 3.0 ) $ 8.54

Outstanding at December 31, 2025

(1) The number of RSUs granted includes those resulting from the Option Exchange.

The table below summarizes the assumptions used for the RSUs granted in the year ended December 31, 2024:

The table below summarizes the assumptions used for the RSUs granted in the years ended December 31, 2025 and 2024:

Year ended December 31,

Risk-free interest rate 3.52 % - 4.22 %

3.67 % - 4.57 %

Expected dividend yield 5.42 % - 10.58 %

4.87 % - 5.67 %

Expected term in years 2.3 - 3.1

Expected volatility 46.32 % - 50.56 %

RSUs generally vest 25 % on the first anniversary of the grant date, and the remaining 75 % of the RSUs vest in equal quarterly installments during the three years following the first anniversary of the grant date.

RSUs generally vest over three to four years from the grant date with a portion vesting on the first anniversary of the grant date and the remaining vesting in quarterly installments.

RSUs granted to the Board of Directors of the Company vest immediately.

RSUs granted in December 2024 vest quarterly over three years , certain RSUs granted in December 2023 vest 12.5 % eighteen months after the grant date and then in equally quarterly installments over the following 3.5 years, and RSUs granted in 2022 as a result of the Option Exchange generally vest in equal quarterly installments over three years .

Except as provided in an award agreement between the Company and the employee, if an employee is terminated (voluntarily or involuntarily), any unvested awards as of the date of termination will be forfeited.

11 unchanged sentences

– TSR PSUs - The Company’s total shareholder return (“TSR”) during the applicable performance periods relative to the three defined achievement levels.

On November 12, 2025, the Compensation Committee of the Board of Directors of the Company approved AGR PSU grants to certain employees pursuant to the Plan (the “2025 PSUs”).

For each annual performance period consisting of calendar years 2026 through 2028, up to one-third of the 2025 PSUs will be eligible to vest based on the performance criteria above.

If the Company’s AGR and TSR results for a performance period are between two achievement levels, the achievement percentage of the AGR PSUs and TSR PSUs will be determined by linear interpolation between the applicable achievement levels.

The table below summarizes the grant date valuation assumptions used for the Adjusted EBITDA and AGR PSUs granted in the year ended December 31, 2024:

Risk-free interest rate 4.25 % - 4.30 %

Expected dividend yield 5.62 %

Expected term in years 1.0 - 3.0

Expected volatility 43.96 % - 50.70 %

The Company uses the Monte Carlo pricing model to estimate the grant-date fair value associated with the TSR PSUs, which is affected by assumptions regarding complex and subjective variables.

Any changes in these assumptions may materially affect the estimated fair value of the stock-based award.

Fair value of common stock, risk-free interest rate, expected dividend yield and expected term are defined consistent with descriptions above.

Expected volatility is calculated using the Company’s historical data.

The table below summarizes the grant date valuation assumptions used for the TSR PSUs granted in the year ended December 31, 2024:

Risk-free interest rate 4.31 %

Expected dividend yield 5.62 %

Expected term in years 1.0 - 3.0

Expected volatility 49.56 %

The following table summarizes the Company’s PSU activity:

6 unchanged sentences

Vested ( 0.4 ) $ 9.72 $ 4.2

Cancelled ( 0.3 ) $ 9.72

Forfeited ( 0.6 ) $ 9.72

Outstanding at December 31, 2023

1 unchanged sentence

Vested * $ 9.72 *

Cancelled ( 0.6 ) $ 9.72

Forfeited ( 1.1 ) $ 9.72

Outstanding at December 31, 2024

1 unchanged sentence

Vested * $ 9.72 *

Cancelled ( 1.1 ) $ 9.72

Forfeited ( 0.6 ) $ 9.72

Outstanding at December 31, 2025

1 unchanged sentence

* Represents an amount less than 0.1 or $ 0.1

As of December 31, 2024, the Company believed it probable that the 2025 performance target of the 2022 PSUs, as outlined in the amended award agreements, and all tranches of the 2024 PSUs would achieve 100 % achievement of their respective performance criteria, as defined.

Therefore, all of the potential expense associated with these awards was recognized or will be recognized over the applicable performance period of the respective tranche.

The table below summarizes the assumptions used for the PSUs granted in the years ended December 31, 2025 and 2024:

Year ended December 31,

Risk-free interest rate 3.52 % - 3.62 %

4.25 % - 4.31 %

Expected dividend yield 9.48 % 5.62 %

Expected term in years 1.0 - 3.0

As of December 31, 2025, the Company believed it probable that the 2026, 2027 and 2028 performance targets of the 2024 PSUs and 2025 PSUs, as outlined in the amended award agreements, would achieve 50 % achievement of their respective performance criteria, as defined.

Therefore, 50 % of the potential expense associated with these awards was recognized or will be recognized over the applicable performance period of the respective tranche.

On February 19, 2026, the Compensation Committee of the Board of Directors of the Company ratified the Company’s Adjusted EBITDA, AGR and TSR performance for 2025 and approved the vesting of 100 % of the Adjusted EBITDA PSU and AGR PSU awards eligible to vest for the 2025 performance period.

On February 17, 2025, and February 7, 2024, the Board of Directors of the Company ratified the Company’s annual revenue growth rate during 2024 and 2023, respectively.

None of the PSU awards eligible to vest for the 2024 or 2023 performance periods were approved to vest.

On February 9, 2023, the Board of Directors of the Company ratified the Company’s annual revenue growth rate during 2022 and approved the vesting of 50.9 % of the PSU awards eligible to vest for the 2022 performance period.

Stock-based compensation

26 unchanged sentences

In January 2023, the Company entered into two additional interest rate swap agreements, each with a notional value of $ 250 million.

Each of these swap agreements is with a different financial institution, and each swap requires the Company to pay a fixed interest rate of 3.435 % in exchange for receiving one-month LIBOR for six months and one-month Term SOFR

The interest rate swap agreements settle monthly commencing in February 2023 through their termination dates on February 28, 2028.

The estimated fair value of the Company’s interest rate swap agreements is derived from a discounted cash flow analysis.

The aggregate fair value of the Company’s interest rate swap agreements was an asset of $ 29.2 million as of December 31, 2024 and was recorded between prepaid expenses and other current asset and other non-current assets in the accompanying consolidated balance sheets based upon the timing of the underlying expected cash flows.

The aggregate fair value of the Company’s interest rate swap agreements was an asset of $ 36.1 million as of December 31, 2023 and was recorded between prepaid expenses and other current assets, other non-current assets, and other long-term liabilities in the accompanying consolidated balance sheets based upon the timing of the underlying expected cash flows.

The aggregate fair value of the Company’s interest rate swap agreements was a net asset of $ 2.8 million as of December 31, 2025 and an asset of $ 29.2 million as of December 31, 2024 and was recorded in the accompanying consolidated balance

sheets based upon the timing of the underlying expected cash flows in amounts detailed in Note 16, Fair Value Measurements .

Foreign currency hedge agreements

At December 31, 2025, the Company had outstanding derivative contracts to purchase certain foreign currencies, including EUR, ILS, RON, and PLN at future dates.

The amount of future salary expenses the Company had hedged was approximately $ 194.5 million, and all contracts are expected to mature during the upcoming 12 months.

The aggregate fair value of the Company’s derivative contracts was a net liability of $ 2.2 million as of December 31, 2024 and was recorded in prepaid expenses and other current assets and accrued expenses and other current liabilities in the accompanying consolidated balance sheets.

The aggregate fair value of the Company’s derivative contracts was a net asset of $ 3.4 million as of December 31, 2023 and was recorded in prepaid expenses and other current assets and accrued expenses and other current liabilities in the accompanying consolidated balance sheets.

The amount of future salary and certain operating expenses the Company had hedged was approximately $ 206.6 million, and all contracts are expected to mature during the upcoming 12 months.

The aggregate fair value of the Company’s derivative contracts was a net asset of $ 12.8 million as of December 31, 2025 and a net liability of $ 2.2 million as of December 31, 2024 and was recorded in the accompanying consolidated balance sheets in amounts detailed in Note 16, Fair Value Measurements .

The following table summarizes the volume of derivative instrument activity (in millions):

26 unchanged sentences

Commercial papers Level 2 39.8 10.0

Short-term investments

Term deposits Level 1 $ 71.8 $ —

Commercial papers Level 2 64.2 —

Prepaid expenses and other current assets

4 unchanged sentences

Accrued expenses and other current liabilities:

Derivative instruments - interest rate swaps Level 2 $ 0.6 $ —

Derivative instruments - foreign currency derivative contracts Level 2 * 3.3

1 unchanged sentence

Derivative instruments - interest rate swaps Level 2 $ 1.5 $ —

The carrying values of the Company’s cash equivalents approximate fair value because of the short duration of these financial instruments.

The Company estimates the fair value of interest rate swap contracts by discounting the future cash flows of both the fixed rate and variable rate interest payments based on market yield curves.

The inputs used to measure the fair value of the Company’s interest rate swap contracts are categorized as Level 2 in the fair value hierarchy as established by ASC 820.

The fair value of the Company’s foreign currency contracts approximates the amount the Company would pay or receive if these contracts were settled at the respective valuation dates.

The inputs used to measure the fair value of the Company’s foreign currency contracts are categorized as Level 2 in the fair value hierarchy as established by ASC 820.

* Represents an amount less than 0.1 or 0.1

The carrying value of accounts receivable, accounts payables, restricted cash, and the majority of cash equivalents approximates fair value due to the short time to expected payment or receipt of cash.

The Company classifies its short-term investments, derivative financial instruments and some cash equivalents within Level 2 because they are valued using inputs other than quoted prices which are directly or indirectly observable in the market, including readily-available pricing sources for the identical underlying security which may not be actively traded.

The change in fair value of contingent consideration payable was valued using significant unobservable inputs (Level 3), was included in the general and administrative expenses in the Company’s consolidated statements of comprehensive income and consisted of the following (in millions):

Balance as of December 31, 2022

Recorded in connection with acquisition transactions (1)

Balance as of January 1, 2024

Recorded in connection with SuperPlay acquisition 350.0

Payment of contingent consideration ( 26.7 )

Fair value adjustments based upon post-acquisition performance ( 9.8 )

Reclassification to accrued expenses ( 0.7 )

Balance as of December 31, 2024 (1)

Recorded in connection with SuperPlay acquisition 350.0

Payment of contingent consideration earned ( 26.7 )

Payment of contingent consideration ( 44.2 )

Fair value adjustments based upon post-acquisition performance 398.6

Reclassification of contingent consideration to accrued expenses and other current liabilities (2)

Balance as of December 31, 2025 (2)

(1) Amount comprised of $ 63.0 million and $ 2.4 million for InnPlay and Youda acquisitions, respectively.

(2) Represents amount deemed fixed and payable, no longer contingent consideration.

(1) Amount comprised of $ 354.6 million and $ 25.0 million for SuperPlay and InnPlay acquisitions, respectively.

(2) Amount comprised of $ 734.0 million for SuperPlay acquisition.

The Company estimated the fair value of its contingent consideration liabilities using a Monte Carlo simulation to model components of cash flow analyses.

The significant assumptions used in the SuperPlay model as of December 31, 2025 include revenue volatility of 20 %, discount rate of 12.3 % and a risk free rate of 4.8 %.

These fair value measurements are based on significant inputs not observable in the market and thus represent Level 3 measurements as defined in ASC 820.

The extent to which the actual results differ from assumptions made within the Monte Carlo simulation cash flow analysis will result in adjustments to this liability in future periods.

The Company has not elected the fair value measurement option available under U.S.

GAAP for any of its assets or liabilities that meet the option for this criteria.

The Company has not elected the fair value measurement option under ASC 825 for any financial assets or liabilities.

COMMITMENTS AND CONTINGENCIES

On November 23, 2021, the Company, its directors and certain of its officers were named in a putative class action lawsuit filed in the United States District Court for the Eastern District of New York (Bar-Asher v.

Playtika Holding Corp.

The complaint is allegedly brought on behalf of a class of purchasers of the Company’s securities between January 15, 2021 and November 2, 2021, and alleges violations of federal securities laws arising out of alleged misstatements or omissions by the defendants during the alleged class period.

On March 10, 2022, the court appointed LBMotion Ltd as lead plaintiff, and the plaintiff filed an amended complaint on May 6, 2022.

The amended complaint alleges violations of Section 11 and 15 of the Securities Act of 1933 and seeks, among other things, damages and attorneys’ fees and costs on behalf of the putative class.

The amended complaint also added the companies that served as underwriters for the Company’s IPO as defendants in the lawsuit.

On September 15, 2022, in accordance with local rules of the Court, the Company and other defendants in the case filed a letter notifying the Court of defendants’ service upon plaintiffs of, among other things, a notice of motion to dismiss plaintiffs’ amended complaint and a memorandum of law in support of the defendants’ motion to dismiss plaintiffs’ amended complaint.

On November 30, 2022, the Company filed with the Court a motion to dismiss.

The Company’s motion to dismiss was granted with prejudice on March 18, 2024.

However, on April 15, the plaintiffs filed a notice of appeal.

The plaintiffs’ appeal has been briefed and is currently pending.

As the Company is awaiting a ruling on the appeals process, the Company cannot estimate what impact, if any, the litigation may have on its results of operations, financial condition or cash flows.

The Company has defended this case vigorously and will continue to do so.

On November 4, 2022, the Company and certain of its directors were named in a derivative action lawsuit filed in the United States District Court for the Eastern District of New York (Bushansky v.

Antokol., et al.).

The complaint was brought on behalf of the Company by a putative stockholder alleging that the named directors were negligent in their oversight of the preparation of the Company’s Proxy Statement in alleged violation of federal securities laws and that those directors breached their fiduciary duties upon related allegations.

The complaint also asserts claims for contribution and indemnification, and aiding and abetting.

The complaint seeks, among other things, damages, disgorgement and restitution by

the director defendants, and attorneys’ fees and costs.

Based upon an agreement of plaintiff, the Company, and the other defendants, on February 13, 2023, the Court stayed this action until the resolution of the motion to dismiss in the class action case of Bar-Asher v.

Playtika Holding Corp.

When the motion to dismiss in the class action case of Bar-Asher v.

Playtika Holding Corp.

was granted as discussed above, this action was administratively closed.

The Company does not expect this action to move forward until after the appeal of the class action case of Bar-Asher v.

Playtika Holding Corp.

has been decided.

As this stage, the Company cannot estimate what impact, if any, the litigation may have on its results of operations, financial condition or cash flows.

The Company intends to vigorously defend this case.

On May 17, 2022, Guy David Ben Yosef filed a Motion for Approval of a class action lawsuit in district court in Tel Aviv-Jaffa Israel against Playtika Group Israel Ltd.

(“PGI”), on behalf of all of PGI’s customers who made game token purchases in Israel as part of games marketed by PGI during the seven years preceding the filing of the motion and for all subsequent customers of such games who purchase tokens until the resolution of the claim.

The Motion alleges that certain of the Company’s slot, poker and solitaire-themed games, including Slotomania, Caesars Slots, Solitaire Grand Harvest, House of Fun and Poker Heat , constitute illegal gambling and are prohibited under Israeli law and are misleading under Israeli consumer protection laws and alleges unjust enrichment.

The Motion asserts damages of NIS 50 million.

On January 12, 2023, PGI filed its response to the Motion for Approval.

On March 5, 2023, the applicant submitted his reply to PGI’s response.

A pre-trial hearing was held on May 4, 2023.

The parties agreed to appoint a mediator to try and resolve the dispute.

The first mediation meeting was held on August 16, 2023 and the second mediation meeting was held on January 7, 2024.

The parties agreed upon a settlement which was published for review by certain third parties The Office of the Attorney General filed its position on the settlement on behalf of certain professional authorities noting certain concerns regarding the proposed settlement.

A hearing on the settlement took place on December 15, 2024, during which the court provided feedback and requested clarification regarding the proposed settlement.

In response, the Company submitted a modified settlement on January 20, 2025.

The Court has requested further clarification regarding the modified settlement and a hearing has been scheduled on February 17, 2025 to review the modified settlement.

The expected range of loss is not material to the Company’s financial statements as a whole.

If a mediated resolution is not reached the Company will continue defending this case vigorously.

On April 10, 2023, Playtika Holding UK II Limited, the Company’s controlling shareholder, and certain officers of the Company were sued (Kormos v Playtika Holding UK II Limited, et al.) in the Delaware Chancery Court.

4 unchanged sentences

The court issued a written opinion on May 3, 2024 granting the motion to dismiss the claims against the Company’s officers.

As the case is in preliminary stages, the Company cannot estimate what impact, if any, the litigation may have on its results of operations, financial condition or cash flows.

On June 7, 2024, the Company received a demand letter from counsel for Scott G.

Kormos, one of the plaintiffs in the Kormos v Playtika Holding UK II Limited, et al.

matter described above, pursuant to Section 220 of the Delaware General Corporation Law (“DGCL”), seeking disclosure of certain of the Company’s books and records, particularly relating to the share repurchase program the Company announced in May 2024.

The Company has responded to the demand, stating its belief that the demand letter fails to fully comply with the requirements of Section 220 of the DGCL.

However, in the interest of resolution and while preserving all rights, the Company has engaged in negotiations with Mr.

Kormos’ counsel regarding the production of materials in relation to the demand.

On December 12, 2024, the Company received a demand letter from counsel for Scott G.

Kormos, one of the plaintiffs in the Kormos v Playtika Holding UK II Limited, et al.

matter described above, pursuant to Section 220 of the DGCL, seeking disclosure of certain of the Company’s books and records, particularly relating to the pledge of the Company’s common stock by Playtika Holding UK II Limited.

The Company has responded to the demand, stating its belief that the demand letter fails to fully comply with the requirements of Section 220 of the DGCL.

However, in the interest of resolution and while preserving all rights, the Company has engaged in negotiations with Mr.

Kormos’ counsel regarding the production of materials in relation to the demand.

On November 13, 2023, plaintiff Gina v.

Burt filed a lawsuit against the Company and its subsidiary, Playtika Ltd., in the Circuit Court of Coffee County, Tennessee, alleging that the Company’s social casino-themed games are unlawful gambling under Tennessee law.

The plaintiffs and the remaining defendant agreed to a settlement agreement and submitted the settlement agreement to the Court for approval on October 8, 2025.

The Court approved the settlement agreement on January 21, 2026.

The terms of the settlement do not involve any financial obligation of the Company and are not expected to have any financial impact to the Company’s financial statements as a whole.

On November 13, 2023, plaintiff Gina Burt filed a lawsuit against the Company and its subsidiary, Playtika Ltd., in the Circuit Court of Coffee County, Tennessee, alleging that the Company’s social casino-themed games are unlawful gambling under Tennessee law.

The lawsuit seeks to recover all amounts paid by Tennessee residents to the Company in connection with its games during the period beginning one year before the filing of the lawsuit until the case is resolved but excluding any residents who spent $ 75,000 or more during such time period.

After the Company removed the case to the U.S.

District Court for the Eastern District of Tennessee, plaintiff filed a motion to remand the case back to the Coffee County Circuit Court which the Company opposed.

The Company also filed a motion to dismiss and a motion to compel arbitration.

District Court for the Eastern District of Tennessee issued an order to remand on September 26, 2024 and the Company filed a petition to appeal the order on October 17, 2024.

The Court granted the Company’s petition for permission to appeal on January 17, 2025, and the appeal is currently in the briefing process.

The other motions to dismiss and compel arbitration have been briefed and are currently pending.

The plaintiff filed an amended complaint on August 28, 2025.

The Company removed the case to federal court on September 29, 2025.

In response to a joint motion of the parties, on January 28, 2026, the court entered an order compelling arbitration of plaintiff’s claims.

As the case is in preliminary stages, the Company cannot estimate what impact, if any, the litigation may have on its results of operations, financial condition or cash flows.

The Company intends to defend this case vigorously.

On March 8, 2023, plaintiff Gayla Hamilton Mills filed a lawsuit against the Company and its subsidiary, Playtika Ltd., in the Circuit Court of Franklin County, Alabama, alleging that the Company’s casino-themed social games are unlawful gambling under Alabama law.

under Alabama law.

The lawsuit seeks to recover all amounts paid by Alabama residents to the Company in connection with its games during the period beginning one year before the filing of the lawsuit until the case is resolved.

2 unchanged sentences

The new complaint asserted the same cause of action and bases for relief, but limited the requested recovery to the amounts paid to the Company in connection with its games only by those Alabama residents who spent less than $ 75,000 during the one year before the filing of the lawsuit until the case is resolved.

The Company timely removed the new complaint to the same U.S.

district court on September 28, 2023.

On October 20, 2023, the plaintiff filed a motion to remand the case back to the Franklin County Circuit Court which the Company opposed.

District Court for the Northern District of Alabama issued an order to remand on January 7, 2025 and the Company filed a petition to appeal the order on January 16, 2025.

The court ordered arbitration and stayed the case on August 20, 2025.

The parties held a preliminary arbitration conference call on December 5, 2025.

As the case is in preliminary stages, the Company cannot estimate what impact, if any, the litigation may have on its results of operations, financial condition or cash flows.

The Company intends to defend this case vigorously.

On June 6, 2025, plaintiff Stuart Mills filed a putative class action lawsuit against the Company and its subsidiary, Playtika Ltd., on behalf of all Alabama-based players of the Company’s games in the Circuit Court of Franklin County, Alabama.

The suit, like the suit brought by Gayla Hamilton Mills, alleges that the Company’s casino-themed social games are unlawful gambling under Alabama law.

The suit was filed by the same counsel who represent Gayla Hamilton Mills.

The Company removed the case to the U.S.

District Court for the Northern District of Alabama on July 11, 2025.

Plaintiff’s motion to remand to state court was filed on August 11, 2025.

The court denied the motion to remand and compelled the parties to arbitration on January 20, 2026.

Plaintiff filed a petition seeking permission for interlocutory review by the Eleventh Circuit U.S.

Court of Appeals of the denial of his motion to remand on January 30, 2026.

The Company filed its response to the petition on February 9, 2026.

As the case is in preliminary stages, the Company cannot estimate what impact, if any, the litigation may have on its results of operations, financial condition or cash flows

On August 22, 2024, plaintiff Dianne Fuqua filed a lawsuit against the Company and its subsidiary, Playtika Ltd., in the District Court for the Western District of Kentucky, alleging that the Company’s casino-themed social games are unlawful gambling under Kentucky law.

The lawsuit seeks to recover three times the amount paid by Kentucky residents to the Company from its games during the period from August 2019 through June 2023 plus interest, costs and any other relief plaintiff is entitled to.

The Company filed a motion to dismiss and a motion to compel arbitration on January 31, 2025.

The Company filed a motion to compel arbitration on July 11, 2025.

Plaintiff filed an opposition to the renewed motion on July 25, 2025 and the Company filed its reply on August 8, 2025.

The motion remains pending.

In addition, on November 21, 2025, the court on its own initiative ordered both parties to submit briefs addressing whether plaintiff possesses Article III (constitutional) standing for purposes of jurisdiction in federal court.

The parties submitted simultaneous briefs on December 22, 2025, in response to that order.

As the case is in preliminary stages, the Company cannot estimate what impact, if any, the litigation may have on its results of operations, financial condition or cash flows.

The Company intends to defend this case vigorously.

On February 27, 2023, the company received a deficit notice from the Ben Gurion Airport Customs House concerning the purchase of a private aircraft.

The deficit notice claims that the company's acquisition of the aircraft is an import into Israel, and, as a result, it was obliged to pay purchase tax and VAT for the acquisition.

The company disputes that any tax or VAT is owed.

On July 26, 2023, the Customs House's definitive response was received, with the deficit notice still intact.

The current claimed amount of the deficit notice is approximately $ 3.6 million.

The Company paid the deficit notice under protest and filed a claim with the district court on December 12, 2023.

The Customs House submitted its statement of defense on April 17, 2024 and the Company submitted its response to the statement of defense on June 16.

A pre-trial meeting has been scheduled for June 17, 2025.

In the meantime, the parties have continued to engage in the discovery process and have also engaged in preliminary settlement discussions.

The Company intends to pursue this case vigorously.

On June 1, 2024, the Company received pre-arbitration notices from a law firm purporting to represent 5,264 claimants who have played the Company’s games and intend to file arbitration demands alleging that the Company’s games are unlawful or that they otherwise have suffered harm for which recovery is available.

On July 26, 2024, the law firm filed arbitration demands on behalf of 4,549 claimants.

On September 13, 2024, the arbitrator requested that the Company waive certain dispute resolution provisions in its terms of service as a condition to its administering the arbitration.

The Company declined to waive such provisions and, as a result, the arbitration was closed on October 3, 2024.

On September 16, 2024, the Company received pre-arbitration notices from the same law firm purporting to represent an additional 2,560 claimants

alleging the same claims as the other claimants.

On October 27, 2025, plaintiff Andrew Wright filed a putative class action lawsuit against the Company and its subsidiary, Playtika Ltd., in the U.S.

District Court for the District of Utah, alleging that the Company’s social casino-themed games are unlawful gambling under Utah law.

The lawsuit seeks to recover twice the amount of economic losses suffered by Utah residents to the Company in connection with its social casino-themed games plus interest and attorneys’ fees.

The Company filed a motion to compel arbitration on February 17, 2026.

As the case is in preliminary stages, the Company cannot estimate what impact, if any, the litigation may have on its results of operations, financial condition or cash flows.

The Company intends to defend this case vigorously.

On October 29, 2025, plaintiff William Barbarino filed a putative class action lawsuit against the Company and its subsidiary, Playtika Ltd., in the U.S.

District Court for the District of New Jersey, alleging that the Company’s social casino-themed games are unlawful gambling under federal and New Jersey law.

The lawsuit seeks to recover up to three times the amount of economic losses suffered by New Jersey residents to the Company in connection with its social casino-themed games plus interest, attorneys’ fees and other relief the plaintiff and the putative class may be entitled to.

The parties filed a joint stipulation and proposed order submitting the claims to arbitration, staying the case and preserving the parties’ positions on January 27, 2026.

As the case is in preliminary stages, the Company cannot estimate what impact, if any, the litigation may have on its results of operations, financial condition or cash flows.

The Company intends to defend this case vigorously.

On June 24, 2025, we received a letter from the Attorney General of the State of Washington alleging that our social casino-themed and bingo-themed games violate state gambling and consumer protection laws, and requesting that we pay certain monetary penalties and prevent those games from being available to play in the state in the future.

The Attorney General initiated a lawsuit in King County Superior Court in the State of Washington on February 3, 2026, against the Company and several of its subsidiaries asserting those same allegations.

The Attorney General is seeking injunctive and declaratory relief, recovery of monies spent by Washington players in the games, civil statutory penalties, costs and fees, and other relief.

As the case is in preliminary stages, the Company cannot estimate what impact, if any, the litigation may have on its results of operations, financial condition or cash flows.

The Company intends to defend this case vigorously.

On July 8, 2025, the Company received pre-arbitration notices from another law firm purporting to represent 3,860 claimants who have played the Company’s games and intend to file arbitration demands alleging that the Company’s social casino-themed games violate state laws against gambling and that the games use false, deceptive and misleading practices.

The notice demands the payment of the greater of $ 5,000 or the actual amount of in-game losses for the claimants, plus punitive and other damages and attorneys’ fees as well as the cessation of the alleged unlawful conduct.

On August 5, 2025, we were notified that the law firm was continuing to solicit claimants and that they now represented 4,688 claimants.

On November 4, 2025, the law firm filed arbitration demands on behalf of 1,642 claimants.

As of the date hereof, the Company lacks adequate information to assess the nature or validity of these claims.

1 unchanged sentence

The Company intends to defend these claims vigorously.

On October 17, 2024, the Company received pre-arbitration notices from a different set of affiliated law firms purporting to represent 798 claimants who have played the Company’s games and intend to file arbitration demands alleging that the Company’s games are unlawful and that the claimants made purchases in the Company’s games which were the result of unfair and deceptive practices that violate consumer protection laws.

On January 31, 2025, the affiliated law firms filed arbitration demands on behalf of approximately 1,500 claimants.

On February 10, 2026, the Company received pre-arbitration notices from another law firm purporting to represent 3,061 claimants who have played the Company’s games and intend to file arbitration demands alleging that the Company’s games violate state laws against gambling, that the games use unfair and deceptive practices and that the Company has been unjustly enriched.

The notice demands the full restitution of all amounts expended by the claimants, restitution and disgorgement, interest, and other damages and attorneys’ fees.

As of the date hereof, the Company lacks adequate information to assess the nature or validity of these claims.

As such, the Company cannot estimate what impact, if any, these claims may have on its results of operations, financial condition or cash flows.

The Company intends to defend these claims vigorously.

On December 8, 2025, Toni Morrow filed a putative class action complaint in the United States District Court for the Western District of Washington against SuperPlay Ltd., relating to the game Dice Dreams .

The complaint alleges, among other things, that the game constitutes unlawful gambling under Washington law and includes unfair and deceptive practices in connection with in-game purchase offers and purported “sales”, and seeks, inter alia, injunctive relief and restitution.

The matter is in its preliminary stages.

Accordingly, the Company cannot estimate what impact, if any, it may have on its results of operations, financial condition or cash flows.

The Company intends to defend this matter vigorously.

On December 10, 2025, Maor Ben Shoshan filed a Motion for Certification of a class action lawsuit in the District Court in Central Lod, Israel, against Playtika Group Israel Ltd.

(“PGI”), alleging misleading price presentation in connection with in-app purchases offered to Israeli users in U.S.

dollars in several Playtika games, including Slotomania, House of Fun, Caesars Slots , and others, resulting in higher final charges due to undisclosed foreign currency conversion rates and related fees.

The lawsuit seeks NIS 18,357 in personal damages to the petitioner and approximately NIS 28 million in damages to the tentative class or approximately USD $ 8.8 million, using the exchange rate of NIS 3.19 :

USD $1.00, which was the exchange rate in effect on December 31, 2025.

A pre-trial hearing on the motion is scheduled for September 9, 2026, and PGI is required to submit its response to the motion within 90 days.

As these claims are in preliminary stages, the Company cannot estimate what impact, if any, they may have on its results of operations, financial condition or cash flows.

The Company intends to defend these claims vigorously.

In December 2024, the Company provided to the Seller parties in the Youda Games acquisition the calculation of the earnout amount.

The Sellers have disputed the calculation of the earnout amount.

As this dispute is in the preliminary stages, the Company cannot estimate what impact, if any, it may have on its results of operations, financial condition or cash flows.

The Company intends to defend its positions vigorously.

On January 5, 2026, Daniela Beninati filed a putative class action in the Federal Court of Australia (Victoria Registry) against the Company, alleging that certain of our social casino-themed games constitute unlawful interactive gambling services under the Australian Interactive Gambling Act 2001 (Cth), and that the Company engaged in misleading or deceptive conduct and unconscionable conduct in violation of the Australian Consumer Law in connection with the marketing and monetization of such games.

The complaint seeks, inter alia, declaratory and injunctive relief, restitution of amounts paid for in-game virtual currency by Australian-based users, damages, interest and costs.

The matter is in its preliminary stages.

Accordingly, the Company cannot estimate what impact, if any, it may have on its results of operations, financial condition or cash flows.

The Company intends to defend this matter vigorously.

On March 26, 2024, the Tel Aviv 3 Tax Office (the “ITA”) issued an assessment order (the “2017 Assessment Order”) to Playtika Ltd.

for tax year 2017 alleging that Playtika Ltd.

should have applied a higher tax rate to certain income and denying certain tax credits.

The 2017 Assessment Order claimed that, as of March 26, 2024, Playtika Ltd.

was obliged to pay additional taxes (including interest and CPI linkage) for tax year 2017 in the amount of approximately NIS 72.9 million.

On April 14, 2024, Playtika Ltd.

filed a notice of appeal in the Tel Aviv District Court challenging the 2017 Assessment Order.

On May 15, 2024, the ITA filed its statement of assessment grounds, and on December 1, 2024, Playtika Ltd.

filed its statement of appeal grounds.

On June 12, 2025, the ITA issued an assessment order (the “2018 Assessment Order”) for tax year 2018 in which it repeated similar arguments to those raised in the 2017 Assessment Order and also disallowed certain aircraft-related business expenses.

The 2018 Assessment Order claimed that, as of June 12, 2025, Playtika Ltd.

was obliged to pay additional taxes (including interest and CPI linkage) for tax year 2018 in the amount of approximately NIS 85.8 million.

On June 26, 2025, Playtika Ltd.

filed a notice of appeal and a case was opened in the Tel Aviv District Court.

On July 14, 2025, the ITA filed its statement of assessment grounds, and on September 29, 2025, Playtika Ltd.

filed its statement of appeal grounds.

On December 14, 2025, the cases relating to the 2017 Assessment Order and 2018 Assessment Order were consolidated and a preliminary hearing occurred.

At the preliminary hearing, the Court determined that, in light of the expected imminent issuance of assessment orders for additional years, the deadlines for filing affidavits and the evidentiary hearing date for witness examinations would be set after the arguments are filed in connection with the additional assessment orders for tax years 2019-2021.

In this hearing, the ITA informed the Court that it was rescinding its claims disallowing the aircraft-related business expenses.

On December 11, 2025, the ITA issued an assessment order (the “2019-2021 Assessment Order”) to Playtika Ltd.

for tax years 2019-2021.

In that order, the ITA repeated similar arguments to those raised in the 2017 Assessment Order and the 2018 Assessment Order and also denied foreign tax credits in the amount of approximately NIS 19 million for tax years 2019-2021.

In addition, in the 2019-2021 Assessment Order, the ITA alleged that the interest rate set for intercompany loans Playtika Ltd.

provided should have been higher under transfer pricing principles.

The ITA also claimed a “secondary adjustment” in the form of interest on a deemed debt balance in favor of Playtika Ltd., due to the additional deemed income owed to Playtika Ltd.

per the ITA’s claims.

The 2019-2021 Assessment Order claimed that, as of December 11, 2025, Playtika Ltd.

was obliged to pay additional taxes (including interest and CPI linkage) for tax years 2019-2021 in the amount of approximately NIS 312.9 million.

On December 31, 2025, Playtika Ltd.filed a notice of appeal regarding the 2019-2021 Assessment Order and a case was opened in the Tel Aviv District Court.

On January 28, 2026, the ITA filed its statement of assessment grounds.

Playtika Ltd.’s current deadline for filing its appeal arguments is March 1, 2026 (subject to extensions).

The total amount of the assessments under the 2017 Assessment Order, the 2018 Assessment Order and the 2019-2021 Assessment Order was approximately USD $ 148 million as of the respective dates of the assessment orders, using the exchange rate of NIS 3.19 :

USD $1.00, which was the exchange rate in effect on December 31, 2025.

This amount remains subject to continued accrual interest and linkage of the Israeli CPI until paid.

The Company intends to pursue this case vigorously.

See Note 22, Income Taxes , for additional information.

REVENUE FROM CONTRACTS WITH CUSTOMERS

32 unchanged sentences

In addition to revenues and net income, the following significant expense categories and amounts are regularly provided to the CODM for use when allocating resources:

advertising expense (as disclosed in Note 1, Organization and Summary of Significant Accounting Policies ,) and interest expense (as disclosed in Note 20, Interest and Other, Net .) Asset information as presented on the consolidated balance sheets is provided to the CODM.

advertising expense (as disclosed in Note 1, Organization and Summary of Significant Accounting Policies ,) and interest

expense (as disclosed in Note 21, Interest and Other, Net ).

Asset information as presented on the consolidated balance sheets is provided to the CODM.

The Company’s long-lived assets, net, by country of domicile are as follows (in millions):

1 unchanged sentence

USA 57.0 58.4

Germany 33.4 5.9

Ukraine 22.6 15.4

8 unchanged sentences

Initial awards were granted under the 2021-2024 Retention Plan in August 2019, with subsequent awards to employees or consultants hired or retained after such date granted at the discretion of the administrator.

Additional disclosure surrounding this plan and executive compensation can be found in the Company’s proxy statement.

In October 2020, 43,000 appreciation units held under the 2021-2024 Retention Plan were cancelled.

Pursuant to an amendment to the 2021-2024 Retention Plan adopted in October 2020, these cancelled appreciation units are considered “retired units” for purposes of the plan, and will be deemed to be outstanding and eligible for payment solely for purposes of determining the per unit value to be paid to participants, but no amounts will be paid with respect to such retired units.

Retention Plan Adjusted EBITDA represents Credit Adjusted EBITDA further adjusted to reflect certain elements of cash-based compensation including retention unit awards and appreciation unit awards under the 2021-2024 Plan and retention awards to key individuals with acquired companies.

The Company recognized compensation expenses in respect of retention bonus and appreciation unit awards under the 2021-2024 Plan of $ 92.5 million, $ 111.9 million and $ 106.2 million during the years ended December 31, 2024, 2023 and 2022 respectively.

Retention Plan Adjusted EBITDA represents Adjusted EBITDA further adjusted to reflect certain elements of cash-based compensation including retention unit awards and appreciation unit awards under the 2021-2024 Plan and retention awards to key individuals with acquired companies.

The Company recognized compensation expenses in respect of retention bonus and appreciation unit awards under the 2021-2024 Plan of $ 92.5 million and $ 111.9 million during the years ended December 31, 2024 and 2023 respectively.

No awards were granted or expense recognized during the year ended December 31, 2025 due to conclusion of the plan in 2024.

The Company has also granted retention awards to key individuals associated with acquired companies as an incentive to retain those individuals on a long-term basis.

The Company recognized compensation expenses associated with these development-related retention payments of $ 0.4 million, $ 0.3 million and $ 7.7 million for the years ended December 31, 2024, 2023 and 2022, respectively.

The Company recognized compensation expenses associated with these development-related retention payments of $ 0.4 million and $ 0.3 million for the years ended December 31, 2024 and 2023, respectively.

No compensation expense associated with these development-related retention payments was recognized during the year ended December 31, 2025.

INTEREST AND OTHER, NET

23 unchanged sentences

Intangible assets ( 48.1 ) ( 59.9 )

Undistributed foreign earnings — ( 11.0 )

Debt issuance costs ( 4.0 ) ( 5.1 )

Property and equipment ( 7.1 ) ( 8.0 )

13 unchanged sentences

The Company regularly reviews the deferred tax assets for recoverability based on all of the available positive and negative evidence, with a focus on historical taxable income, projected future taxable income, the expected timing of the reversals of existing taxable temporary differences and tax planning strategies by jurisdiction.

For the year ended December 31, 2023, the Company considered that some of the undistributed earnings of its non-U.S.

subsidiaries may be repatriated in the near future.

As a result, the Company accrued $ 11.0 million of estimated withholding tax liability.

As of December 31, 2024, the Company has reevaluated its assertion and reversed the previously accrued deferred tax liability for undistributed foreign earnings and recognized $ 11.0 million of tax benefit.

The Company considers

all undistributed earnings of its non-U.S.

The Company considers all undistributed earnings of its non-U.S.

subsidiaries to be indefinitely reinvested, with the exception of certain subsidiaries that can repatriate tax-free.

The determination of the amount of any deferred income or withholding tax liability on these earnings is not practicable because of the complexities of the hypothetical calculation.

Determination of the amount of any deferred income or withholding tax liability on these earnings is not practicable.

Net operating loss carry-forwards

The Company has 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.

The net operating losses in the Finland expire from 2031 through 2034.

The Company has 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.

The Company’s income tax return is subject to examination by federal, state and non-U.S.

2 unchanged sentences

federal income tax filings are currently open tax years available for examination by the IRS.

The IRS is currently examining tax year 2022.

state tax jurisdictions have statutes of limitation generally ranging from three to five years , with the earliest open tax year for the Company being 2020.

Years still open to examination by tax authorities in Israel, which is the main jurisdiction other than the U.S.

are 2017 through 2023.

The Israeli tax authorities are currently examining tax years 2017 through 2021.

Income before income taxes is comprised as follows (in millions):

Years still open to examination by tax authorities in Israel, which is the main jurisdiction other than the U.S., are 2017 through 2024, which years are currently under examination.

Income (loss) before income taxes is comprised as follows (in millions):

Year ended December 31,

2 unchanged sentences

Foreign ( 306.4 ) 187.6 294.9

Income before taxes on income $ 280.5 $ 392.1 $ 360.8

Effective income tax rate reconciliations:

Income (loss) before taxes on income $ ( 172.9 ) $ 280.5 $ 392.1

Effective income tax rate reconciliations are as follows:

Year ended December 31,

1 unchanged sentence

US Statutory Tax Rate $ ( 36.4 ) 21.0 % $ 58.9 21.0 % $ 82.3 21.0 %

Foreign tax rate differentials 4.3 % 3.3 % 2.9 %

Effect of “Preferred Technology Enterprise” status ( 2.9 ) % ( 4.6 ) % ( 3.8 ) %

State taxes, net of federal benefit (1)

3.8 ( 2.2 ) % 7.8 2.8 % 8.0 2.0 %

Foreign tax effects:

Foreign Rate Differential ( 8.8 ) 5.1 % 4.7 1.7 % 3.6 0.9 %

Jurisdictional Tax Incentives 6.3 ( 3.6 ) % ( 8.2 ) ( 2.9 ) % ( 18.1 ) ( 4.6 ) %

Nondeductible Stock-based Compensation 3.2 ( 1.8 ) % 8.2 2.9 % 5.4 1.4 %

Valuation of Contingent Consideration 44.6 ( 25.8 ) % ( 5.7 ) ( 2.0 ) % 0.3 0.1 %

Change in Valuation Allowances 3.6 ( 2.1 ) % 7.3 2.6 % 4.5 1.1 %

Repatriation of Undistributed Dividends — — % ( 11.0 ) ( 3.9 ) % 11.0 2.8 %

Other ( 1.3 ) 0.8 % 3.6 1.3 % ( 3.0 ) ( 0.8 ) %

United Kingdom

Impairment — — % 6.3 2.2 % — — %

Other 1.9 ( 1.1 ) % 1.4 0.5 % 2.1 0.5 %

Foreign Rate Differential 6.3 ( 3.6 ) % 5.1 1.8 % 6.2 1.6 %

Other — — % 0.9 0.3 % 1.0 0.3 %

Change in Valuation Allowances 0.5 ( 0.3 ) % 8.1 2.9 % — — %

Other 1.3 ( 0.7 ) % ( 0.1 ) — % 0.6 0.2 %

Other Jurisdictions

Other 0.4 ( 0.2 ) % 2.3 0.8 % 0.9 0.2 %

Cross-border tax laws

GILTI and other international adjustments 17.7 ( 10.2 ) % 11.0 3.9 % 13.1 3.3 %

Nontaxable or nondeductible items

162(m) Limitation 4.5 ( 2.6 ) % 3.4 1.2 % 3.8 1.0 %

GILTI and Foreign adjustments 5.0 % 4.3 % 4.3 %

Change in valuation allowance 5.5 % 1.1 % ( 4.0 ) %

Withholding taxes 0.1 % 0.1 % 1.3 %

State taxes, net of federal benefit 2.8 % 2.0 % 1.4 %

Change in uncertain tax positions 5.0 % 8.9 % 0.6 %

Repatriation of undistributed earnings ( 3.9 ) % 2.8 % — %

Return-To-Provision Adjustments 0.1 % ( 1.2 ) % ( 4.7 ) %

Other 0.5 ( 0.3 ) % 2.7 1.0 % 1.1 0.3 %

Effective tax rate 42.2 % 40.1 % 23.7 %

Changes in UTBs ( 15.3 ) 8.9 % 14.0 5.0 % 34.9 8.9 %

Other reconciling items

Other 0.7 ( 0.6 ) % ( 2.4 ) ( 0.9 ) % ( 0.6 ) ( 0.1 ) %

Total tax expense/Effective tax rate $ 33.5 ( 19.3 ) % $ 118.3 42.2 % $ 157.1 40.1 %

(1) For 2025, state taxes in Pennsylvania, New York, Minnesota, California, Maryland, Georgia, Illinois, and Tennessee made up the majority (greater than 50 percent) of the tax effect in this category.

For 2024, state taxes in Pennsylvania, California, New York, Minnesota, Illinois, Georgia, and Maryland made up the majority (greater than 50 percent) of the tax effect in this category.

For 2023, state taxes in Pennsylvania, California, Minnesota, Georgia, Florida, New York, Maryland, and Illinois made up the majority (greater than 50 percent) of the tax effect in this category.

The Company believes that certain of its Israeli subsidiaries qualify as Preferred Technology Enterprises, entitled to a special tax track, under the Israeli Investment Law, 5719-1959 (the “Investment Law”) and accordingly are eligible for a reduced corporate tax rate of 12% on their preferred technology income, as defined in the Investment Law, beginning from tax year 2017 and onwards.

A Preferred Technology Enterprise becomes a Special Preferred Technology Enterprise and is entitled to a reduced corporate tax rate of 6% on their preferred technology income when the worldwide revenues reach ILS 10 billion annually.

The Company expects that the Israeli subsidiaries qualifying as Preferred Technology Enterprises in the current year will continue to qualify as Preferred Technology Enterprises or become Special Preferred Technology Enterprises in subsequent tax years.

Income not eligible for Preferred Technology Enterprise benefits is taxed at the regular corporate tax

rate at 23% beginning in 2018.

Non-Israeli subsidiaries are taxed according to the tax laws in their respective countries of residence.

During the first quarter of 2024, the Company received a final assessment from the Israel Tax Authority asserting that a smaller proportion of the Company’s 2017 earnings qualified for reduced tax rates under the Preferred Technology Enterprise regime than what the Company had asserted on its tax return.

Applying this same assertion to all open tax years 2017 through 2024, the assessment results in an aggregate exposure of approximately $ 93.6 million more income tax than what the Company has included on its prior tax returns for 2017 through 2023, or expects to include on its upcoming 2024 tax return.

During the fourth quarter of 2024, the Company filed an appeal to the Israeli court of the 2017 final assessment and believes that its associated reserves are adequate based on available information.

Income not eligible for Preferred Technology Enterprise benefits is taxed at the regular corporate tax rate at 23% beginning in 2018.

Consistent with final assessment received for tax year 2017 in 2024, during 2025, the Company received final assessments from the Israel Tax Authority for tax years 2018 through 2021, similarly asserting that a smaller proportion of the Company’s earnings for these years qualified for reduced tax rates under the Preferred Technology Enterprise regime than what the Company had asserted on its tax return.

As such, the Company has filed a tax appeal with the Israeli district court during 2025, resulting in tax years 2018 through 2021 being consolidated with ongoing court litigation for tax year 2017.

Applying the Israeli Tax Authority’s assertion to all open tax years 2017 through 2025, the Company believes that its associated reserves are adequate based on available information.

However, it is possible that any final amounts payable in connection with this tax assessment could exceed the Company’s current reserves.

The One Big Beautiful Bill Act (“OBBBA”), was signed into law on July 4, 2025.

The OBBBA did not have a material impact on the Company’s consolidated financial statements for the year ended December 31, 2025.

The provision for income taxes is comprised as follows (in millions):

18 unchanged sentences

Total $ ( 27.4 ) $ 106.1 $ 114.7

The cash paid for income taxes is comprised as follows (in millions):

Year ended December 31,

2025 2024 2023

Federal $ 72.6 $ 25.5 $ 22.0

State and local 5.8 12.8 15.8

Israel ( 40.3 ) 5.4 70.8

Germany 32.1 15.5 10.6

Austria 16.2 11.6 28.5

United Kingdom 11.1 16.2 19.8

All other foreign 5.8 5.6 2.3

Income taxes paid, net of amounts refunded $ 103.3 $ 92.6 $ 169.8

Uncertain tax positions

4 unchanged sentences

Increases in respect of tax positions related to prior years 20.1 0.8

Increases in respect to exchange rate fluctuations 40.5 —

Reductions in respect of settlements with authorities — ( 5.2 )

Reductions in respect of tax positions related to prior years — ( 0.2 )

Reductions in respect of expirations of statute of limitations ( 81.8 ) —

Reductions in respect of exchange rate fluctuations — ( 1.5 )

1 unchanged sentence

Included in the balance of total unrecognized tax benefits at December 31, 2025 is $ 129.8 million of tax benefits that if recognized, would affect the Company’s effective tax rate.

The balance of the accrual relating to interest and penalties as of December 31, 2024 is $ 26.4 million.

The Company believes that it is reasonably possible that the total amount of unrecognized tax benefits could change significantly within 12 months of the reporting date as a result of the open examination in Israel for the tax years ended 2017 through 2021.

The nature of this uncertainty primarily relates to the applicability of beneficial tax rates on certain income streams.

However, a reasonable estimate of the range of possible changes cannot be made at this time.

As of December 31, 2024, the Company has a net unrecognized tax benefit liability of $ 75.2 million associated with potential transfer pricing adjustments.

The applicable guidance prohibits offsetting the unrecognized tax benefit liability and the unrecognized tax benefit asset amounts and accordingly, the Company presents such amounts on the balance sheet on a gross basis.

The balance of the accrual relating to interest and penalties as of December 31, 2025 and 2024 is $ 27.6 million and $ 26.4 million, respectively.

The amount of interest and penalties included in the Company’s consolidated statements of comprehensive income for the years ended December 31, 2025, 2024 and 2023 is $ 1.2 million, $ 6.7 million and $ 7.2 million, respectively.

ACCUMULATED OTHER COMPREHENSIVE INCOME

14 unchanged sentences

Amounts reclassified from accumulated other comprehensive income for interest rate swaps and foreign currency derivative contracts were reclassified to interest expense and operating expenses, respectively, in the Company’s consolidated statements of comprehensive income during the years ended December 31, 2025 and 2024.

NET INCOME ATTRIBUTABLE TO ORDINARY STOCKHOLDERS

The following table sets forth the computation of basic and diluted net income per share attributable to ordinary stockholders (in millions, except per share data):

NET INCOME (LOSS) ATTRIBUTABLE TO ORDINARY STOCKHOLDERS

The following table sets forth the computation of basic and diluted net income (loss) per share attributable to ordinary stockholders (in millions, except per share data):

Year ended December 31,

2025 2024 2023

Net income $ 162.2 $ 235.0 $ 275.3

Weighted-average shares used in computing net income per share attributable to common stockholders, basic 371.8 366.3 401.0

Weighted-average shares used in computing net income per share attributable to common stockholders, diluted 372.1 366.8 401.6

Net income per share, basic $ 0.44 $ 0.64 $ 0.69

Net income per share, diluted $ 0.44 $ 0.64 $ 0.69

The Company uses the treasury stock method on a grant-by-grant basis as the method for determining the dilutive effect of options, RSUs and PSUs.

Under this method, it is assumed that the hypothetical proceeds received upon settlement are used to repurchase common shares at the average market price during the period.

Net income (loss) $ ( 206.4 ) $ 162.2 $ 235.0

Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic 375.8 371.8 366.3

Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, diluted 375.8 372.1 366.8

Net income (loss) per share, basic $ ( 0.55 ) $ 0.44 $ 0.64

Net income (loss) per share, diluted $ ( 0.55 ) $ 0.44 $ 0.64

The following outstanding employee equity awards were excluded from the calculation of diluted net income per share because their effect would have been anti-dilutive for the periods presented (in millions):

4 unchanged sentences

Total 19.5 15.9 13.1

Option awards that were deemed to be anti-dilutive and were modified in the Option Exchange are included in table above for the period they were outstanding in 2022 prior to the Option Exchange.

In addition, 10.9 million PSUs were excluded from the calculation of diluted net income per share for the year ended December 31, 2024 because the minimum performance measures have not yet been met.

For the years ended December 31, 2025, 2024 and 2023, 10.8 million, 10.9 million and 2.2 million PSUs, respectively, were excluded from the calculation of diluted net income per share, because the minimum performance measures were not yet met.

SUBSEQUENT EVENTS

On February 26, 2025, Board of Directors of the Company declared a cash dividend of $ 0.10 per share of the Company’s outstanding common stock, payable on April 4, 2025 to stockholders of record as of the close of business on March 21, 2025, with future dividends subject to market conditions and Board approval.

On January 14, 2026, the Company announced a reduction in workforce by approximately fifteen percent, expected to be substantially complete during the first quarter of 2026.

Severance liabilities associated with this reduction in force will be recorded as the reduction of force is completed.

The Company’s management evaluates subsequent events through the date of issuance of the consolidated financial statements.

Other than the dividend declaration and equity-related items disclosed in Note 13, Equity Transactions and Stock Incentive Plan, there have been no other subsequent events that occurred during such period that would require adjustment to or disclosure in the consolidated financial statements as of and for the year ended December 31, 2024.

Other than the reduction in force, the Fifth Amendment to the Credit Agreement disclosed in Note 13, Debt, and equity-related items disclosed in Note 14, Equity Transactions and Stock Incentive Plan, there have been no other subsequent events that occurred during such period that would require adjustment to or disclosure in the consolidated financial statements as of and for the year ended December 31, 2025.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND

1 unchanged sentence

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 8. Financial Statements and Supplementary Data